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Nominees for Directors of PG&E Corporation and
Pacific Gas and Electric Company

The Boards select nominees for director, based on recommendations received from the Nominating and Governance Committee of the PG&E Corporation and the UtilityBoard.

The Boards believe that the nomineeseach nominee for director who are listed below areis a qualified, dedicated, ethical, and highly regarded individuals.individual. The information provided below includes a chart and a description of each nominee'snominee’s specific experience, qualifications, attributes, and skills that indicate why that person should serve as a director of the applicable company, in light of the company'scompany’s business and structure.

The Boards believe that collectively, the distribution of the nominees' experience, skills, and expertise shown in the chart below, among other characteristics, reflects a balanced and multi-disciplinary Board, and appropriately meets the needs of the companies. The Boards do not believe that each nominee must possess all of the characteristics shown in the chart below in order for each Board, as a whole, to function effectively.

*

Includes Anthony F. Earley, Jr., who isCollectively, the distribution of the nominees’ experience, skills, and expertise, among other characteristics, reflects a nominee for PG&E Corporation onlybalanced and multi-disciplinary Board, and appropriately meets the needs of the companies.

* Includes Christopher P. Johns, who is a nominee for the Utility only.

During 2011, Peter A. Darbee retired as Chairman, CEO, and President of PG&E Corporation and resigned from his positions as director of both PG&E Corporation and the Utility. Anthony F. Earley, Jr. was elected to fill the vacancy on the PG&E Corporation Board, effective September 13, 2011. He was identified with the assistance of a third-party search firm. During 2011, the PG&E Corporation and Utility Boards actively sought director candidates with experience in the natural gas industry. A list of prospective director candidates with such experience was prepared based on input from non-management directors, the PG&E Corporation CEO, other executive officers of PG&E Corporation and the Utility, and other individuals with knowledge of the natural gas industry. With the assistance of a third-party search firm, Fred J. Fowler was selected from this list, and he was elected to the Boards of both PG&E Corporation and the Utility, effective March 1, 2012. Messrs. Earley and Fowler are both nominated for re-election in 2012.

In considering whether to re-nominate Maryellen C. Herringer for election to the Boards of PG&E Corporation and the Utility, the PG&E Corporation Nominating and Governance Committee and each company's Board (with Ms. Herringer recusing herself) considered, among other factors, her former service on the board and the risk committee of Wachovia Corporation. The PG&E Corporation and Utility Boards concluded that, based on a number of factors, including shareholder support from approximately 80 percent of the shares voted at the companies' 2010 and 2011 annual meetings, as well as Ms. Herringer's overall experience, expertise, and skills, she is a valuable member of the Boards and should be nominated for re-election.

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			Lewis Chew
	●	Age:52
	●	Director Since:September 2009
	●	David R. Andrews Current Board Committees:Public Policy (Chair); Audit; Executive
	●	Mr. Andrews is retired SeniorCurrent Position:Executive Vice President Government Affairs, General Counsel, and Secretary of PepsiCo, Inc. (food and beverage businesses) (2002 to 2004). Prior to joining PepsiCo, Inc., Mr. Andrews was a partner in the international law firm of McCutchen, Doyle, Brown & Enersen, LLP (now Bingham McCutchen) and served as Chairman of the firm. Mr. Andrews has been senior counsel to three federal agencies. He served as General Counsel to the U.S. Department of State (1997 to 2000), Principal Deputy General Counsel to the U.S. Department of Health and Human Services (1980 to 1981), and Special Assistant for
	Policy and Legal Counsel to the Deputy Administrator of the U.S. Environmental Protection Agency (1976 to 1980).
	Mr. Andrews has been a director of UnionBanCal Corporation (financial holding company) and Union Bank, N.A. (commercial bank, formerly Union Bank of California) since April 2000 and has been the lead director of UnionBanCal Corporation since 2009. Mr. Andrews also has been a director of the James Campbell Company LLC (real estate) since January 2007. He is the presiding director of that company, the chair of its nomination and governance committee, and a member of its compensation committee. Mr. Andrews previously served on the supervisory and joint boards of directors of James Hardie Industries N.V. (fiber cement manufacturing) (2007 to 2009) and was chair of that company's compensation committee and a member of its nomination and governance committee.
Mr. Andrews is a member of the Council on Foreign Relations and the Pacific Council on International Policy. He has served as a member of The Conference Board Task Force on Executive Compensation and as a Senior Fellow for Corporate Governance at the National Chamber Foundation, U.S. Chamber of Commerce.
Mr. Andrews, 70, has been a director of PG&E Corporation and the Utility since August 2000. He currently is Chair of the PG&E Corporation Public Policy Committee, a member of the PG&E Corporation and Utility Audit Committees and Executive Committees, and a member of the PG&E Corporation Nominating and Governance Committee and the PG&E Corporation Nuclear, Operations, and Safety Committee. Mr. Andrews brings management, leadership, and business skills from his professional experience described above, including as an executive and a director of, and legal counsel to, other large public companies and as legal counsel to the Executive Branch. His specific experience and expertise include legal, corporate governance, executive compensation, environmental, governmental, and public policy matters, as well as an in-depth knowledge of PG&E Corporation and the Utility.
		Lewis Chew Mr. Chew served as Senior Vice President, Finance and Chief Financial Officer of National Semiconductor Corporation ("National Semiconductor") (design, manufacturing,Dolby Laboratories, Inc. (audio, imaging, and sale of semiconductors with a focus on energy efficiency, in Santa Clara, California) fromvoice technologies) since June 2001 until that company was acquired by Texas Instruments, Inc. in September 2011. He joined National Semiconductor in 1997 as Director of Internal Audit and was named Vice President and Controller in 1998. Prior to joining National Semiconductor, Mr. Chew was a Partner and certified public accountant at KPMG, LLP (accounting firm), where he served mainly2012
technology and financial institution clients. He joined KPMG, LLP in 1984.
Mr. Chew, 49, has been a director of PG&E Corporation and the Utility since September 2009. He currently is a member of the PG&E Corporation and Utility Audit Committees and a member of the PG&E Corporation Public Policy Committee. As a former executive of a large industrial customer in the technology sector in the Utility's service area, he brings a high-tech perspective, as well as insights from a customer's perspective. Mr. Chew has specific financial expertise and executive management and leadership skills gained from serving as Chief Financial Officer of National Semiconductor and as an audit partner at KPMG, LLP. He also has experience managing and overseeing all financial functions at a large public international company, as well as information systems, investor relations, business planning, corporate controllership, strategic planning, business development, worldwide operations finance, and global internal audit functions.

TablePrior Positions:Mr. Chew previously was Senior Vice President, Finance and Chief Financial Officer of ContentsNationalSemiconductor Corporation (design, manufacturing, and sale of semiconductor products) (2001 to 2011). Before that, he was a Partner and certified public accountant at KPMG, LLP (accounting firm), where he served mainly technology and financial institution clients.

			C. Lee Cox Mr. Cox is retired Vice Chairman of AirTouch Communications, Inc. (wireless service provider) and retired President and Chief Executive Officer of AirTouch Cellular (cellular telephone services). He was an executive officer of AirTouch Communications, Inc. and its predecessor, PacTel Corporation (telecommunications utility) (1987 to 1997). His positions at those entities included, among others, Vice President of Corporate Communications, Executive Vice President of Operations, and Executive Vice President of Marketing.
	Mr. Cox previously served on the boards of directors of Pacific Telesis Group (regional telephone operating company), AirTouch Communications, Inc., Netcom On-Line Communications Services, Inc. (Internet access provider), Cellular Communications, Inc. (cellular telephone services), and Riverstone Networks (provider of networking switching hardware). He currently is a board member of the SPCA for Monterey County and the Nancy Buck Ransom Foundation. He is a past member of the Board of Governors of the Commonwealth Club of California and the Board of Trustees of the World Affairs Council.
	Mr. Cox, 71, served as interim Chairman, Chief Executive Officer, and President of PG&E Corporation from May 1 to September 12, 2011, prior to Mr. Earley's election to those positions effective September 13, 2011. Mr. Cox has been a director of PG&E Corporation and the Utility since 1996 and served as the non-executive Chairman of the Board of the Utility from January 2008 to April 2011. He also served as the lead director of PG&E Corporation and the Utility from April 2004 to April 2011. He was reappointed as lead director of both companies and as the non-executive Chairman of the Board of the Utility effective September 13, 2011. He currently is Chair of the PG&E Corporation Compensation Committee and the Utility Executive Committee, and a member of the PG&E Corporation Finance Committee, the PG&E Corporation Nuclear, Operations, and Safety Committee, and the PG&E Corporation Executive Committee. As the lead director of each company, Mr. Cox has an in-depth knowledge of PG&E Corporation and the Utility, as well as experience in the companies' corporate governance, compensation, finance, and strategic planning matters. He brings executive management, business, and leadership skills gained as the chief executive officer and a director of other large public companies. Mr. Cox's experience and expertise also include managing and directing operations, corporate communications, and marketing functions at other large companies that are regulated by the California Public Utilities Commission.
			Anthony F. Earley, Jr.
	●	Age:Mr. Earley is 65
	●	Director Since:September 2011 (PG&E Corporation); September 2012 (Utility)
●	Current Board Committees:Executive (Chair)
●	Current Position:Chairman of the Board, Chief Executive Officer (“CEO”), and President of PG&E Corporation and has held that position since September 13, 2011. Prior to joining PG&E Corporation, Mr. Earley was the Executive Chairman of DTE Energy2011
●	Other Current Public Company (integrated energy company) (October 2010 to September 2011). He also served as that company'sBoards:Ford Motor Company since 2009 (serves on compensation committee, nominating and governance committee, and sustainability committee)

Prior Positions:Mr. Earley previously was Executive Chairman of DTE Energy Company (integrated energy company) (October 2010 to September 2011). He also served as that company’s Chairman of the Board and CEO (1998 to 2010) and President and CEO. Before joining DTE Energy Company, Mr. Earley served as President and Chief Operating Officer of Long Island Lighting Company (electric and gas utility in New York).

Prior Public Board Service During the Past Five Years:Masco Corporation (home improvement and building products and services) (2001 to 2012); DTE Energy Company (1994 to 2011).

Other Board Experience:Mr. Earley serves on the executive committee and the compensation committee of the Edison Electric Institute and is former Chairman of that association. He also serves as a director of the Nuclear Energy Institute and is a member of its executive committee and its organization and compensation committee.

Experience, Skills, and Expertise:Mr. Earley has extensive knowledge and experience across all aspects of the energy industry, including electric and gas utility operations, nuclear energy, and energy policy and regulation. He brings executive management, business, and civic leadership skills gained from a significant number of years as a CEO and a director of other large public companies.

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	Fred J. Fowler
	●	Age:69
	●	Director Since:March 2012
	●	Current Board Committees:Finance; Nuclear, Operations, and Safety
	●	Current Position:Retired Chairman of the Board, and Chief Executive Officer (1998 to September 2010) and President and CEO (1994 to 1998). He previously served as President and Chief Operating Officer of Long Island Lighting Company (electric and gas utility in
	New York) (1989 to 1994).
Mr. Earley has been a director of Ford Motor Company (global automotive and financial services company) since 2009 and serves on that company's compensation, nominating and governance, and sustainability committees. He also has been a director of Masco Corporation (home improvement and building products and services) since 2001 and is a member of that company's audit committee and organization and compensation committee. Previously, Mr. Earley was a director of Comerica Incorporated (financial services) (2000 to 2009) and Comerica Bank (1998 to 2000), and served on Comerica Incorporated's compensation committee. He also was a director of Plug Power, Inc. (fuel cell technology) (1997 to 2005) and a member of that company's corporate governance and nominating committee. Mr. Earley is a member of the executive committee of the Edison Electric Institute and is former Chairman of that association. He also serves as director of the Nuclear Energy Institute. In addition, he has served as a director or trustee of many community organizations.
Mr. Earley, 62, has been a director of PG&E Corporation since September 2011. He currently is Chair of the PG&E Corporation Executive Committee. Mr. Earley has extensive knowledge and experience across all aspects of the energy industry, including electric and gas utility operations, nuclear energy, and energy policy and regulation. He brings executive management, business, and civic leadership skills gained from a significant number of years as a chief executive officer and a director of other large public companies.

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		Fred J. Fowler Mr. Fowler is Chairman of the Board of Spectra Energy Partners, LP (master limited partnership that owns natural gas transmission and storage assets) and has held that position since December 2008. He also has served as a director of
●	Other Current Public Company Boards:Spectra Energy Partners, LP since October 2008. Mr. Fowler was President and Chief Executive Officer of Spectra Energy Corp (natural gas gathering and processing, transmission and storage, and distribution company) from December 2006 until his retirement in December 2008 and also was a director of that company from December 2006 to May 2009. Prior to Spectra Energy Corp's spin-off from
Duke Energy Corporation, Mr. Fowler served as President and Chief Operating Officer of Duke Energy Gas Transmission LLC (gas transmission subsidiary of Duke Energy Corporation) from April 2006 through December 2006. Before that, he held various executive positions with Duke Energy Corporation (gas and electric energy company) and its subsidiaries and predecessor companies from 1985 to 2006, including President and Chief Operating Officer of Duke Energy (2002 to 2006). He began his energy business career in 1968 with Conoco Inc. (integrated energy company).
Mr. Fowler has been a director of(serves on audit committee); Encana Corporation (natural gas producer) since February 2010 and is a member of that company's(serves on corporate responsibility, environment, health and safety committee, and its human resources and compensation committee. Previously, he was Chairman of the Board ofcommittee); DCP Midstream Partners, LP (owner, operator,(master limited partnership that owns, operates, acquires, and developer ofdevelops midstream energy assets) (April 2007 to January 2009), Vice Chairman of the Board of TEPPCO Partners LP (pipeline operator) (March 1998 to February 2003),since 2015 (serves on audit committee and a director of DCP Midstream, LLC (natural gas gatherer and processor and natural gas liquids producer) (March 2000 to January 2009). He also is the former Chairman of the Board of the Interstate Natural Gas Association of America and a former director of the Gas Research Institute, the Gas Technology Institute, and the Institute of Nuclear Power Operations.special committee)

Prior Positions:In addition to serving as Chairman of the Board of Spectra Energy Partners, LP (2008 to 2013), Mr. Fowler was President and Chief Executive Officer of Spectra Energy Corp (natural gas gathering and processing, transmission and storage, and distribution company) (2006 to 2008) and served as a director of that company. Before that, he held various executive positions with Duke Energy Corporation (gas and electric energy company) and its subsidiaries and predecessor companies, including President and Chief Operation Officer of Duke Energy.

Prior Public Board Service During the Past Five Years:Spectra Energy Corp (2006 to 2009), DCP Partners, LP (2007 to 2009).

Other Board Experience:Mr. Fowler is the former Chairman of the Board of the Interstate Natural Gas Association of America and a former director of the Gas Research Institute, the Gas Technology Institute, and the Institute of Nuclear Power Operations. Mr. Fowler also served on the board of TEPPCO Partners, LP (1998 to 2003).

Experience, Skills, and Expertise:Mr. Fowler brings extensive knowledge, experience, and skills in gas and electric utility operations, nuclear power, and regulatory matters. He brings leadership, management, and business skills developed as an executive and a director of numerous public and privately held companies.

Mr. Fowler, 66, has been a director of PG&E Corporation and the Utility since March 2012. He currently is a member of the PG&E Corporation Nuclear, Operations, and Safety Committee. Mr. Fowler brings extensive knowledge, experience, and skills in gas and electric utility operations, nuclear power, and regulatory matters. He also brings leadership, management, and business skills developed as an executive and a director of numerous public and privately held companies.
				Maryellen C. Herringer Ms. Herringer is retired Executive Vice President, General Counsel, and Secretary of APL Limited (international transportation and logistics services company). She held various executive positions at APL Limited from 1991 to 1997 and was responsible for overseeing the legal, risk management, corporate communications, human resources, internal audit, tax, and community affairs functions. Prior to joining APL Limited, Ms. Herringer was a partner in the international law firm of Morrison & Foerster LLP (1989 to 1991), Senior Vice President and General Counsel of Transamerica Corporation (insurance and financial services) (1981 to
	1989), and an associate and partner in the law firm of Orrick, Herrington & Sutcliffe LLP (1970 to 1981).●	Age:71
	Ms. Herringer has been a director of ABM Industries Incorporated (facilities services) since 1993 and has served as that company's non-executive Chairman of the Board since March 2006. She is a member of that company's compensation committee and its executive committee. In addition, Ms. Herringer was a director of Wachovia Corporation (bank holding company) and a member of that company's risk committee until it merged with Wells Fargo & Company in December 2008. Ms. Herringer currently is a member of the boards of trustees of Mills College, Vassar College, the San Francisco Museum of Modern Art, and the Benilde Religious Trust. She is former chair of the Business Law Section of the State Bar of California.●
	Ms. Herringer, 68, served as interim Director Since:October 2005 (interim lead director of PG&E Corporation and the Utility and interim non-executive Chairman of the Utility Board from May 1 to September 12, 2011. She has been a director of PG&E Corporation and the Utility since October 2005, and currently is Chair of the PG&E Corporation 2011)
	●	Current Board Committees:Nominating and Governance Committee(Chair); Audit; Compensation; Executive
●	Current Position:Retired Executive Vice President, General Counsel, and is aSecretary of APL Limited (international transportation and logistics services company)
●	Other Current Public Company Boards:ABM Industries Incorporated (facilities services) since 1993 (non-executive Chairman of the Board;ex officio member of the PG&E Corporationaudit committee, compensation committee, corporate citizenship and Utility Audit Committeescommunications committee, executive committee, and Executive Committees. Ms. Herringer brings leadership, business, legal, and management skills developed as an executive and a director of, and legal counsel to, other large public companies. Her specific expertise includes legal, corporate governance risk management, and internal audit matters, as well as corporate transactions and mergers and acquisitions.committee)

Prior Positions:Ms. Herringer held various executive positions at APL Limited and was responsible for overseeing the legal, risk management, corporate communications, human resources, internal audit, tax, and community affairs functions. Prior to joining APL Limited, she was a partner in the international law firm of Morrison & Foerster LLP, Senior Vice President and General Counsel of Transamerica Corporation (insurance and financial services), and a partner in the law firm of Orrick, Herrington & Sutcliffe LLP.

Other Board Experience:Ms. Herringer is a member of the boards of trustees of Mills College, Vassar College, and the San Francisco Museum of Modern Art.

Experience, Skills, and Expertise:Ms. Herringer brings leadership, business, legal, and management skills developed as an executive and a director of, and legal counsel to, other large public companies. Her specific expertise includes legal, corporate governance, risk management, and internal audit matters, as well as corporate transactions and mergers and acquisitions.

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			Christopher P. Johns
	●	Age:Mr. Johns is 54
	●	Director Since:February 2010 (Utility)
	●	Current Board Committees:Executive (Utility)
	●	Current Position:Presidentof Pacific Gas and Electric Company. During his career at the Utility, he has held the following positions: •      PresidentCompany since August 2009 •      Senior Vice President, Financial Services from May 2009 to July 2009, •      Senior Vice President and Treasurer from October 2005 through April 2009,
	•      Chief Financial Officer from October 2005 through May 2007, and
	•      Vice President and Controller from June 1996 through December 1999.
Mr. Johns also held the following positions at PG&E Corporation:

Prior Positions:Prior to becoming President of the Utility, Mr. Johns held various executive positions at the Utility, including Senior Vice President, Financial Services (2009), Senior Vice President and Treasurer (2005 to 2009), Chief Financial Officer (2005 to 2007), and Vice President and Controller (1996 to 1999). He also held a number of executive positions at PG&E Corporation, including Chief Financial Officer (2005 to 2009). Before joining the Utility, Mr. Johns was a partner at KPMG Peat Marwick (accounting firm).

Other Board Experience:Mr. Johns is a member of the Board of Directors of Associated Electric & Gas Insurance Services Limited (AEGIS). In addition, he serves as Chair of the Board of Directors of the Western Energy Institute, Chair of the American Gas Foundation, and Co-Chair of the Edison Foundation Institute for Electric Innovation. He also serves on the Executive Committee of the Board of the American Gas Association, on the boards of directors of the Edison Electric Institute, The First Tee of San Francisco, and San Francisco RBI, and on the Board of Trustees of the San Francisco Ballet.

Experience, Skills, and Expertise:Mr. Johns brings a detailed knowledge of the Utility’s operations, including oversight of electric and gas operations, energy supply, information technology, shared services, strategy, and regulatory relations. He also has experience with the Utility’s and PG&E Corporation’s finance and accounting functions, along with management, leadership, and problem-solving skills gained in his years as an executive of PG&E Corporation and the Utility and as a partner at KPMG Peat Marwick. Mr. Johns is a graduate of the Massachusetts Institute of Technology Reactor Technology Course for Utility Executives.

	Richard C. Kelly
	●	•      Chief Financial Officer from January 2005 through July 2009,Age:68
	•      Senior Vice President from September 2001 to July 2009,●	Director Since:June 2013
	•      Treasurer from October 2005 to April 2009,●	Current Board Committees:Audit; Nuclear, Operations, and Safety
	●	Current Position:Retired Chairman and Chief Executive Officer of Xcel Energy Inc. (utility supplier of electric power and natural gas service operating in eight Western and Midwestern states) •      Controller from July 1997 to October 2005, and

Prior Positions:Prior to serving as Chairman and Chief Executive Officer of Xcel Energy Inc. (2005 to 2011), Mr. Kelly held various executive positions at that company, including President, Chief Operating Officer, and Chief Financial Officer. Before the merger forming Xcel Energy Inc. in 2000, he held a variety of finance-related positions at predecessor companies New Century Energies and Public Service of Colorado.

Prior Public Board Service During the Past Five Years:Canadian Pacific Railway (transcontinental railway in Canada and the United States) (2006 to 2014); Xcel Energy Inc. (2004 to 2011).

Other Board Experience:Mr. Kelly is former Chairman of the Edison Electric Institute, a former board member of the Electric Power Research Institute and the Nuclear Energy Institute, and a former member of the National Petroleum Council and the National Advisory Council of the National Renewable Energy Laboratory. Mr. Kelly also was a director of BrightSource Energy, Inc. (solar thermal technology company) from 2011 to 2012. He currently serves as Chairman of the Board of Trustees of Regis University.

Experience, Skills, and Expertise:Mr. Kelly brings over 40 years of diverse energy experience and leadership as a utility industry executive. His specific expertise includes finance, mergers and acquisitions, utility operations, clean energy, and nuclear and renewable power.

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•      Vice President from July 1997 to September 2001.
	Prior to becoming an officer of the Utility, Mr. Johns was a partner at KPMG Peat Marwick (accounting firm). Mr. Johns graduated from the Massachusetts Institute of Technology Reactor Technology Course for Utility Executives in June 2006. He also serves on the executive committees of the boards of the American Gas Association and the Western Energy Institute, and on the boards of directors of the Edison Electric Institute, the California Chamber of Commerce, The First Tee of San Francisco, and San Francisco Reviving Baseball for Inner-City Youth, Inc. He also is a member of the Board of Trustees of the San Francisco Ballet.
	Mr. Johns, 51, has been a director of the Utility since February 2010. He currently is a member of the Utility's Executive Committee. Mr. Johns brings a detailed knowledge of the Utility's operations and experience with the Utility's and PG&E Corporation's finance and accounting functions, including oversight of treasury, investor relations, and business planning, along with the management, leadership, and problem-solving skills gained in his years as an executive of PG&E Corporation and the Utility and as a partner at KPMG Peat Marwick.
				Roger H. Kimmel
	●	Age:Mr. Kimmel is 68
	●	Director Since:January 2009
●	Current Board Committees:Finance; Nominating and Governance; Public Policy
●	Current Position:Vice Chairman of Rothschild Inc. (international investment banking firm) and has held that position since January 2001. His investment banking work includes cross-border and domestic public company mergers and acquisitions, capital market transactions, corporate governance, and advising special committees of boards of directors. He also serves as Chairman of Rothschild Inc.'s Investment Banking Committee. Prior to joining Rothschild Inc., Mr. Kimmel was a partner in the international law firm of Latham & Watkins LLP (1986 to 2001), where his practice focused on mergers and acquisitions, capital2001
markets, and corporate governance matters.●
Mr. Kimmel has been a director of Other Current Public Company Boards:Endo Pharmaceuticals HoldingsInternational plc (global specialty healthcare company; formerly Endo Health Solutions Inc. (pharmaceutical company)) since July 2000 and has served as that company's non-executiveMay 2007 (non-executive Chairman of the Board since May 2007. He also is chair of that company'sBoard; serves on nominating and governance committee as well as a(chair), and transactions committee; alternate member of its audit committee and transactions committee. In addition, Mr. Kimmel has served as a director of Schiff Nutrition International, Inc. (vitamins and nutritional supplements company) since 1996. Mr. Kimmel has been Chairman of the Board of Trustees of the University of Virginia Law School Foundation (not-for-profit) since January 2009.
Mr. Kimmel, 65, has been a director of PG&E Corporation and the Utility since January 2009. He currently is a member of the PG&E Corporation Finance Committee and the PG&E Corporation Public Policy Committee. Mr. Kimmel brings business, finance, and legal skills, as well as leadership and problem-solving skills developed as an executive and a director of, and legal counsel to, other large public companies. His specific expertise includes corporate transactions, finance, investment banking, international business, corporate governance, and legal matters.operations committee)

TablePrior Positions:Mr. Kimmel previously was a partner in the international law firm of ContentsLatham & Watkins LLP, where his practice focused on mergers and acquisitions, capital markets, and corporate governance matters.

Other Board Experience:Mr. Kimmel has been Chairman of the Board of Trustees of the University of Virginia Law School Foundation since 2009.

Experience, Skills, and Expertise:Mr. Kimmel’s investment banking work includes cross-border and domestic public company mergers and acquisitions, capital market transactions, corporate governance, and advising special committees of boards of directors. He brings business, finance, and legal skills, as well as leadership and problem-solving skills developed as an executive and a director of, and legal counsel to, other large public companies. His specific expertise includes corporate transactions, finance, investment banking, international business, corporate governance, and legal matters.

			Richard A. Meserve
	●	Age:Dr. Meserve is 70
	●	Director Since:December 2006
	●	Current Board Committees:Nuclear, Operations and Safety (Chair); Nominating and Governance; Public Policy; Executive
	●	Current Position:President of theEmeritus, Carnegie Institution of Washington (not-for-profit(not- for-profit scientific research institution) and has held that position since April 2003. Dr. Meserve, who has both a Ph.D. in applied physics and a law degree, also has served as; Senior Of Counsel to the international law firm of Covington & Burling LLP since April 2004 and was previously a partner in that firm. Prior to joining the Carnegie Institution of Washington, Dr. Meserve was Chairman of the U.S. Nuclear Regulatory Commission (1999 to 2003). Before joining Covington & Burling LLP in 1981, he served as legal counsel to President Carter's science2004; consultant on nuclear matters
●	Other Current Public Company Boards:Duke Energy Corporation (gas and technology advisorelectric energy company) since 2015 (serves on nuclear oversight committee and as a law clerk to Justice Harry A. Blackmun of the U.S. Supreme Court. In January 2009, U.S. Secretary of Energy Steven Chu appointed Dr. Meserve to the Blue Ribbon Commission on America's Nuclear Future.
Dr. Meserve has served as chair of the nuclear committee of Energy Future Holdings Corporation since 2010, and previously was a director of Luminant (competitive power generation subsidiary of Energy Future Holdings Corporation) (2008 to 2010). He is a member of the independent advisory committees of UniStar Nuclear Energy LLC (design, licensing, construction, and operation of new nuclear power plants) and Constellation Energy Nuclear Group, LLC (existing nuclear power plant owner and operator). Dr. Meserve also serves as a member of the board of trustees of Universities Research Association, Inc. (consortium of research-oriented universities), is a member of the Board of Overseers of Harvard University, and serves on the Council and Trust of the American Academy of Arts and Sciences.
Dr. Meserve, 67, has been a director of PG&E Corporation and the Utility since December 2006. He currently is Chair of the PG&E Corporation Nuclear, Operations, and Safety Committee, and a member of the PG&E Corporation Nominating and Governance Committee, the PG&E Corporation Public Policy Committee, and the PG&E Corporation and Utility Executive Committees. Dr. Meserve brings technical, legal, regulatory and public policy expertise in numerous areas, including nuclear power, energy policy and climate change, as well as leadership and business skills developed as an executive and a director of, and an advisor to, national and international scientific, research, and legal organizations.operations committee)

Prior Positions:Prior to serving as President of the Carnegie Institution of Washington (2003 to 2014), Dr. Meserve was Chairman of the U.S. Nuclear Regulatory Commission. He previously was a partner of Covington & Burling LLP. He also served as a member of the Blue Ribbon Commission on America’s Nuclear Future (chartered by the Secretary of Energy) (2010 to 2012), as legal counsel to President Carter’s science and technology advisor, and as a law clerk to Justice Harry A. Blackmun of the U.S. Supreme Court.

Other Board Experience:Dr. Meserve has been a director of Tri Alpha Energy, Inc. since 2012. He also serves as a member of the board of trustees of Universities Research Association, Inc. (consortium of research-oriented universities), and serves on the Council and Trust of the American Academy of Arts and Sciences and on the Council of the National Academy of Engineering.

Experience, Skills, and Expertise:Dr. Meserve brings technical, legal, regulatory, and public policy expertise in numerous areas, including nuclear power, energy policy, and climate change, as well as leadership and business skills developed as an executive and a director of, and an advisor to, national and international scientific, research, and legal organizations. He currently is co-chairman of the U.S. Department of Energy’s Nuclear Energy Advisory Committee and a member of the Secretary of Energy Advisory Board.

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			Forrest E. Miller
	●	Age:Mr. Miller served as62
	●	Director Since:February 2009
	●	Current Board Committees:Audit (Chair); Compensation; Executive
	●	Current Position:Retired Group President-Corporate Strategy and Development of AT&T Inc. (communications holding company) from 2007 until his retirement in March 2012. In that position, he was responsible for enterprise-wide strategic planning, business development, and mergers and acquisitions. From December 2006 to June 2007, he was Group President-Strategic Initiatives and Human Resources of AT&T Inc. Before that, Mr. Miller was Group President of AT&T Corp., the Global Enterprise division of AT&T Inc. He assumed that responsibility in November 2005, immediately after the close of the merger between SBC Communications and AT&T Corp. He had overall responsibility for the integration of the
two companies' enterprise operations. Between 1984 and November 2005, Mr. Miller held a variety of executive positions at SBC Communications (communications holding company) and its predecessor Pacific Telesis Group.
Mr. Miller currently serves as a trustee of Trinity University in San Antonio, Texas and the Dallas Museum of Art. He has served on the management board of the Graduate School of Business at Stanford University and as Chairman of the Board of the Yellow Pages Publishers Association.
Mr. Miller, 59, has been a director of PG&E Corporation and the Utility since February 2009. He currently is a member of the PG&E Corporation and Utility Audit Committees and the PG&E Corporation Compensation Committee. Mr. Miller brings strategic management, leadership, and business skills developed as an executive of other large public companies in both regulated and competitive markets, as well as specific expertise in a number of areas, including strategic planning, corporate finance, mergers and acquisitions, government and regulatory affairs, and human resources.

TablePrior Positions:Prior to serving as Group President-Corporate Strategy and Development of ContentsAT&T Inc. (2007 to 2012), Mr. Miller served as Group President of AT&T Corp., the Global Enterprise division of AT&T Inc., and held a variety of executive positions at SBC Communications (communications holding company) and its predecessor Pacific Telesis Group.

Experience, Skills, and Expertise:Mr. Miller brings strategic management, leadership, and business skills developed as an executive of other large public companies in both regulated and competitive markets, as well as specific expertise in a number of areas, including strategic planning, business development, corporate finance, audit, mergers and acquisitions, government and regulatory affairs, and human resources.

			Rosendo G. Parra
	●	Age:Mr. Parra is a retired55
	●	Director Since:September 2009
	●	Current Board Committees:Finance; Nominating and Governance; Nuclear, Operations and Safety
	●	Current Position:Retired executive of Dell Inc. (international information technology company). From 1993 until his retirement in 2007, he held various executive; co-founder and senior management positions at Dell Inc., including Senior Vice President for the Home and Small Business Group (2006 to 2007) and Senior Vice President and General Manager, Dell Americas (2002 to 2006). In those roles, Mr. Parra led Dell Inc.'s activities in the Americas, including marketing, sales, manufacturing, logistics/distribution, call center operations, and services to all customer segments in the Americas.
Mr. Parra also is a co-founderPartner of Daylight Partners (technology-focused venture capital firm) and has been a Partner of that firm since December 2007. Prior to joining Dell Inc., Mr. Parra was a senior executive of GRiD Computer Systems Inc. (producer of ruggedized and pen-based computers) for 4 years and spent 12 years with RadioShack Corporation (consumer electronics specialty retailer), where he served in a number of retail operating roles.2007
Mr. Parra has been a director of ●	Other Current Public Company Boards:Brinker International (casual restaurant dining company) since December 2004 and is Chair of that company's(serves on compensation committee (chair) and a member of its governance and nominating committee. He also has been a director ofcommittee); NII Holdings, Inc. (mobile communications services in Latin America) since October 2008 and is Chair of that company's(serves on corporate governance and nominating committee (chair) and a member of its compensation committee.committee)

Prior Positions:Mr. Parra previously held various executive and senior management positions at Dell Inc., including Senior Vice President for the Home and Small Business Group and Senior Vice President and General Manager, Dell Americas. In those roles, he led Dell Inc.’s activities in the Americas, including marketing, sales, manufacturing, logistics/distribution, call center operations, and services to all customer segments in the Americas.

Experience, Skills, and Expertise:Mr. Parra brings business management, leadership, and problem-solving skills developed as an executive and a director of other large public companies, and specific experience in various areas, including technology, product development, manufacturing, sales, marketing, and customer service.

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Mr. Parra, 52, has been a director of PG&E Corporation and the Utility since September 2009. He currently is a member of the PG&E Corporation Finance Committee and the PG&E Corporation Nominating and Governance Committee. Mr. Parra brings business management, leadership, and problem-solving skills developed as an executive and a director of other large public companies, and specific experience in various areas, including technology, product development, manufacturing, sales, marketing, and customer service.
				Barbara L. Rambo
	●	Age:Ms. Rambo is 62
	●	Director Since:January 2005
	●	Current Board Committees:Finance (Chair); Compensation; Nominating and Governance; Executive
	●	Current Position:Chief Executive Officer of Taconic Management Services (management consulting and services company) and has held that position since October 2009. Prior to joining Taconic Management Services, she was Vice Chair2009
●	Other Current Public Company Boards:West Marine, Inc. (boating specialty retailer) since November 2009 (lead independent director; serves on nomination and a director of Nietech Corporation (payments technology company) (2006 to 2009)governance committee (chair), compensation committee, and was Chief Executive Officer of that company (2002 to 2006). Ms. Rambo previously servedaudit and finance committee)

Prior Positions:Ms. Rambo has held various executive positions with companies in the financial services and technology sectors. Prior to joining Taconic Management Services, she was CEO, Vice Chair, and a director of Nietech Corporation (consumer payments technology company) (2002 to 2009). She previously was CEO of Open Close Technologies (financial services technology company) (2000 to 2002). She assumed that position after holding a number of executive positions at Bank of America, including head of National Commercial Banking.

Prior Public Board Service During the Past Five Years:International Rectifier Corporation (power management technologies) (2009 to 2015).

Other Board Experience:MUFG Union Bank, N.A. and MUFG Americas Holdings Corporation (Mitsubishi UFJ Financial Group - corporate, commercial, and retail banking, wealth management, investment banking).

Experience, Skills, and Expertise:Ms. Rambo brings leadership and business skills developed as an executive and a director of other large public companies, with a focus on the financial services and technology sectors, and specific experience in various areas, including corporate finance, capital markets, sales and marketing, operations, and executive management.

	Anne Shen Smith
	●	Age:61
	●	Director Since:February 2015
	●	Current Board Committees:Nuclear, Operations, and Safety; Public Policy
	●	Current Position: Retired Chairman of the Board and as President and Chief Executive Officer of OpenClose Technologies (financial services company). Before that, she held various executiveSouthern California Gas Company (natural gas utility subsidiary of Sempra Energy serving southern California and management positions at Bankportions of central California)
America (1974 to 1998), most recently serving as Group Executive Vice President and head of commercial banking.
Ms. Rambo has been a director of International Rectifier Corporation (power management technologies) since December 2009 and serves on that company's compensation committee. She also has been a director of West Marine, Inc. (boating supply retailer) since November 2009 and is a member of that company's audit committee and governance and compensation committee. In addition, since October 2007, Ms. Rambo has been a director of UnionBanCal Corporation (financial holding company) and Union Bank, N.A. (commercial bank, formerly Union Bank of California), and is a member of those companies' audit committee and compensation committee.
Ms. Rambo, 59, has been a director of PG&E Corporation and the Utility since January 2005. She currently serves as Chair of the PG&E Corporation Finance Committee and is a member of the PG&E Corporation Compensation Committee (having served as its interim Chair from May 1 to September 12, 2011), the PG&E Corporation Nominating and Governance Committee, and the PG&E Corporation and Utility Executive Committees. Ms. Rambo brings leadership and business skills developed as an executive and a director of other large public companies, with a focus on the financial services and technology sectors, and specific experience in various areas, including corporate finance, capital markets, sales and marketing, operations, and executive management.

Prior Positions:Prior to serving as Chairman and Chief Executive Officer of Southern California Gas Company (SoCalGas) (2012 to 2014) and President of SoCalGas (2012), Ms. Smith held various executive positions at that company, including Chief Operating Officer (2010 to 2012), Senior Vice President – Customer Services (2004 to 2010), and Vice President of Environment and Safety. She also served as Senior Vice President – Customer Services of San Diego Gas & Electric Company (natural gas and electric utility subsidiary of Sempra Energy serving San Diego County, California and a portion of Orange County, California) during her tenure in that position for SoCalGas (2004 to 2010).

Prior Public Board Service During the Past Five Years:Southern California Gas Company (2012 to 2014).

Other Board Experience:Ms. Smith currently serves as a director on the boards of the California League of Conservation Voters Education Fund and the Asian Americans Advancing Justice – Los Angeles. She previously served on the boards of directors for the American Gas Association, the Coalition for Clean Air, the Southern California Leadership Council, the UC Davis Energy Efficiency Center, and the Hank Lacayo Institute for Workforce and Community Studies.

Experience, Skills, and Expertise:Ms. Smith brings over 36 years of diverse energy experience and leadership as a utility industry executive. Her specific expertise includes utility operations, marketing, public affairs, strategic planning, regulatory affairs, customer care, and clean energy.

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			Barry Lawson Williams
	●	Age:Mr. Williams is retired70
	●	Director Since:December 1996, and lead director since May 2014 (PG&E Corporation); September 1990, and independent non-executive Chairman of Board since May 2014 (Utility)
	●	Current Board Committees:Compensation (Chair); Audit; Finance; Executive
	●	Current Position:Retired Managing General Partner and President of Williams Pacific Ventures, Inc. (business and real estate investment and consulting) and also has served as President of that company since 1987. He previously served as interim President and Chief Executive Officer of the American Management Association International (management development organization) (2000 to 2001), as a mediator for JAMS (mediation and arbitration services) (1994 to 2002), and as President of C.N. Flagg Power, Inc. (construction services) (1989 to 1992). In addition, Mr. Williams has been a general partner in various real estate joint ventures located primarily1987
within the Utility's service territory.●
Mr. Williams has been a director of Other Current Public Company Boards:CH2M Hill Companies, Ltd. (engineering and environmental consulting)(engineering) since 1996 (serves on audit committee (chair), compensation committee, and servesrisk committee); Navient (loan management, servicing, and asset recovery; formerly SLM Corporation) since 2000 (serves on that company's audit,finance and operations committee (chair), compensation and risk committees. In addition, he has been a director of The Simpson Manufacturing Company Inc. (building construction products) since 1995 and is chair of that company's acquisitions and strategypersonnel committee, and a member of its compensation and leadership development committee, governance and nominating committee, and growth committee. Mr. Williams also has been a director of SLM Corporation (student loans and financial services) since July 2000 and is a member of that company's audit committee. He has been a member of the Board of Trustees of The Northwestern Mutual Life Company (life and disability insurance and annuities) since 1986 and is a member of that company's marketing and agency committee. Previously, Mr. Williams was a director of Ameron International Corporation (2010 to 2011) and R.H. Donnelley Corporation (1998 to 2010)executive committee). He also is a director or trustee of numerous not-for-profit organizations, including Resources Legacy Foundation and Management Leadership for Tomorrow.
Mr. Williams, 67, has been a director of the Utility since 1990 and a director of PG&E Corporation since 1996. He currently serves as Chair of the PG&E Corporation and Utility Audit Committees, and is a member of the PG&E Corporation Compensation Committee, the PG&E Corporation Finance Committee, and the PG&E Corporation and Utility Executive Committees. Mr. Williams brings management, leadership, and business skills developed as an executive and a director of numerous public and privately held companies. He has experience in numerous areas, including in financial, audit, engineering, construction, real estate, and environmental matters, as well as mediation expertise. Mr. Williams' involvement in the local community provides a valuable perspective on the Utility's

Prior Positions:Mr. Williams has been a general partner in various real estate joint ventures located primarily within the Utility’s service territory.

Prior Public Board Service During the Past Five Years:The Simpson Manufacturing Company Inc. (building construction products) (1994 to 2014); Ameron International Corporation (multi-national manufacturer of highly engineered products and materials for the chemical, industrial, energy, transportation, and infrastructure markets) (2010 to 2011); R.H. Donnelley Corporation (marketing services company) (1998 to 2010).

Other Board Experience:The Northwestern Mutual Life Company (life and disability insurance and annuities) since 1986 (serves on operations, technology, and marketing committee (chair)).

Experience, Skills, and Expertise:Mr. Williams brings management, leadership, and business skills developed as an executive and a director of numerous public and privately held companies. He has experience in numerous areas, including financial, audit, engineering, construction, real estate, and environmental matters, as well as mediation expertise. Mr. Williams’ involvement in the local community provides a valuable perspective on the Utility’s customer base. He also has an in-depth knowledge of PG&E Corporation and the Utility, based on his tenure as a director.

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Information Regarding the
Boards of Directors of PG&E Corporation and the Utility.

PG&E Corporation and Electric Company
the Utility are committed to good corporate governance practices that provide a framework within which the Boards and management of PG&E Corporation and the Utility can pursue the companies’ business objectives. The foundation for these practices is the independent nature of each Board and its fiduciary responsibility to the company’s shareholders. These practices are reviewed against industry trends and input from the companies’ top institutional investors.

Director IndependenceCorporate Governance Guidelines

Corporate governance practices are documented in Corporate Governance Guidelines (“Guidelines”) that are adopted by the Boards of PG&E Corporation and Qualifications

As previously noted,the Utility. The Guidelines are reviewed and updated from time to time as recommended by the Nominating and Governance Committee of the PG&E Corporation Board. Other corporate governance practices also are set forth in the charters of the various committees of the PG&E Corporation and Utility Corporate Governance Guidelines provide thatBoards.

Board Leadership Structure

Chairman of the Board - Duties

At both PG&E Corporation and the Utility, the Chairman of the Board is a member of the Board of Directors. The primary duty of the Chairman is to preside over meetings of the Board, including special meetings. The Chairman also is consulted regarding nominees for the Board and the composition and chairmanship of Board committees. If the Chairman is not an independent director, then following each executive session meeting of the independent directors, the lead director, or his or her designee, has a discussion with the Chairman regarding the executive session meeting.

Independent Lead Director; Executive Session Meetings

At each company, if the Chairman is not independent, then the independent directors must elect an independent lead director. The lead director, when one is appointed, is elected from among the independent chairs of the standing PG&E Corporation and Utility Board committees. The lead director must have at least one year of experience as a director of the respective company, serves a term of three years (as lead director), and may be re-elected to consecutive terms. Specific duties for the lead director are substantially similar at both companies.

Currently, Barry Lawson Williams serves as the independent lead director of PG&E Corporation, and as the independent non-executive Chairman of the Utility. Mr. Williams has served in those capacities since May 12, 2014. Mr. Williams replaced C. Lee Cox in those roles upon Mr. Cox’s retirement from the Boards following the May 12, 2014 annual meeting.

The lead director acts as a liaison between management (including any executive Chairman) and the independent directors, presides at all Board meetings at which the Chairman is not present, and has authority to call special meetings of the independent directors.

The lead director presides over the executive session meetings at all regularly scheduled meetings of the companies’ Boards. Each such executive session meeting has an agenda that includes standing items for discussion by the independent directors without management present. These executive session meetings are used to, among other things, review the performance of the PG&E Corporation CEO, review executive development for management succession planning, discuss corporate governance issues, and provide feedback to the CEO.

The lead director also actively participates in the planning of the regular meetings of the Boards, including suggesting and reviewing agenda topics and approving information sent to the Boards.

The lead director may receive written communications (in care of the Corporate Secretary) from the companies’ shareholders and other interested parties. The lead director also is available for consultation and direct communication with major shareholders.

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Board Leadership Structure: Chairman of the Board and CEO

PG&E Corporation and the Utility each believe that it is in the best interests of the company and its shareholders to have a flexible rule regarding whether the offices of Chairman and CEO should be separate. When a vacancy occurs in the office of either the Chairman or the CEO, the applicable Board will consider the circumstances existing at that time and will determine whether the role of Chairman should be separate from that of the CEO and, if the roles are separate, whether the Chairman should be elected from management or from among the non-management directors. In addition, at least annually, each Board reviews the respective company’s Board leadership structure to assess whether it is appropriate.

In the past, PG&E Corporation and the Utility each have had both combined and separate Chairman and CEO positions. In each case, the applicable Board was able to consider all eligible directors and not exclude any eligible candidate from consideration for the position of Chairman. More recently, when the positions have been combined, each company also has had a strong and independent lead director.

PG&E Corporation- At PG&E Corporation, the positions of Chairman and CEO are combined. Anthony F. Earley, Jr. has served as the Chairman, CEO, and President of PG&E Corporation since September 13, 2011. The PG&E Corporation Board believes that having Mr. Earley serve concurrently as PG&E Corporation’s Chairman and CEO is the appropriate Board leadership structure at this time, even after considering the fact that approximately 33 percent of the shares voted at the 2013 annual meeting supported a shareholder proposal to separate the positions of Chairman and CEO. Among other things, Mr. Earley’s extensive utility and leadership experience allows him to serve as an effective link between the Board and management, and to raise key issues (including those related to various business risks overseen by the Board) and stakeholder interests to the Board’s attention. Because the CEO bears primary responsibility for managing PG&E Corporation’s day-to-day business, he is well positioned to chair regular Board meetings and help ensure that key business issues at PG&E Corporation and its subsidiaries and stakeholder interests are addressed by the Board. Mr. Williams, the current independent lead director, brings a wealth of experience as a director of PG&E Corporation and the Utility, much like his predecessor, Mr. Cox. Mr. Williams’ extensive knowledge of PG&E Corporation complements Mr. Earley’s deep operational and executive experience in the utility industry. Further, the presence of an independent lead director at PG&E Corporation enhances the Board’s authority to act independently from management, notwithstanding the fact that the Chairman also is an executive officer of the company.

Pacific Gas and Electric Company- At the Utility, the positions of Chairman and principal executive officer are separated. Christopher P. Johns is President of the Utility, serving as the principal executive officer, and Barry Lawson Williams is the independent non-executive Chairman. The Utility Board believes that by separating the roles of Chairman and principal executive officer, the Utility is able to benefit from the complementary skill sets and business experiences of the independent non-executive Chairman (Mr. Williams) and the President (Mr. Johns). As a subsidiary of PG&E Corporation, the Utility also benefits from Mr. Earley’s position as Chairman and CEO of PG&E Corporation. Mr. Earley, however, may not serve in either capacity at the Utility. In conformance with certain rules of the California Public Utilities Commission, the same individual may not serve as Chairman of the Board, CEO, or President, or in a functionally equivalent position, of both PG&E Corporation and the Utility.

Board and Director General Independence and Qualifications

Both PG&E Corporation’s Board and the Utility’s Board have satisfied each Board’s objective that at least 75 percent of the directors should be independent, as defined in that company’s Guidelines. The New York Stock Exchange (“NYSE”) rules also require that a majority of PG&E Corporation’s directors be independent, as defined by the NYSE, and that independent directors (as definedmeet regularly. The Utility Board is exempt from NYSE MKT LLC (“NYSE MKT”) rules requiring that at least a majority of the directors meet the stock exchange’s definition of “independent director” because PG&E Corporation holds approximately 96 percent of the voting power of the Utility and the Utility is a “controlled subsidiary.” The definition of “independence” in each company’s Guidelines is more stringent than, and fully satisfies, the Corporate Governanceapplicable NYSE and NYSE MKT definitions. The definition of independence is set forth in each company’s Guidelines, which are included as Appendix A to this Joint Proxy Statement), and that key Board committees must be comprised entirelyavailable on each company’s website (see “Website Availability of independent directors. Additional qualification requirements apply to membersGovernance Documents” on page 80).

Table of the companies' Audit Committees. As described below, each company's Board and its committees satisfied these independence standards during 2011.Contents

The Boards of PG&E Corporation and the Utility each have affirmatively determined that each of the following directors is independent: David R. Andrews,has been independent while serving on the Boards: Lewis Chew, C. Lee Cox, Fred J. Fowler, Maryellen C. Herringer, Richard C. Kelly, Roger H. Kimmel, Richard A. Meserve, Forrest E. Miller, Rosendo G. Parra, Barbara L. Rambo, Anne Shen Smith, and Barry Lawson Williams. TheDuring the period of the individual’s service on the Boards, have determined that each is independent because he or she:

•

Does not have

●	Has not had any relationship with either PG&E Corporation or the Utility that would interfere with the exercise of independent judgment, • Is "independent" as defined by applicable NYSE and Amex rules, and • Satisfies each of the categorical standards adopted by the Boards for determining whether a specific relationship is "material" and a director is independent. These categorical standards are set forth in Appendix A on pages A-6 and A-7 of this Joint Proxy Statement. Each member of the Audit Committees also satisfies applicable independence and qualification requirements.
●	Has been “independent” as defined by applicable NYSE and NYSE MKT rules, and
●	Has satisfied each of the categorical standards adopted by the Boards for determining whether a specific relationship is “material” and a director is independent.

In the process of determining each director'sdirector’s independence, the Boards considered transactions between PG&E Corporation or the Utility and their respective directors and their immediate family members, and certain entities with which the directors or their immediate family members were affiliated. Other than transactions with AT&T Inc., theseThese transactions only involved the Utility'sUtility’s provision of utility services at rates or charges fixed in conformity with law or governmental authority, which the Boards determined were not material and did not affect the director'sdirector’s independence. PG&E Corporation and the Utility received from AT&T Inc. (of which Mr. Miller served as an executive officer during 2011) utility services at rates or charges fixed in conformity with law or governmental authority, and other telecommunications services and related equipment in the ordinary course

Board Committee Duties

The Boards of business, which the Boards determined were not material and did not affect Mr. Miller's independence. Within the past three years, PG&E Corporation and the Utility have received legal services from Covington & Burling LLP (tonumerous standing committees, which Dr. Meserveare described below. For each of these committees, the applicable company’s Board has adopted a formal charter that sets forth the committee’s duties and responsibilities; the charters are available on the companies’ websites (see “Website Availability of Governance Documents” on page 80).

Where a Committee exists at PG&E Corporation only, that committee’s responsibilities include assisting and advising the Utility Board on matters within the Committee’s scope of responsibility.

COMMITTEE NAME	COMPANY	PRIMARY DUTIES/SCOPE OF RESPONSIBILITY
Executive	PG&E Corporation and Utility	Exercises powers and performs duties of the applicable Board, subject to limits imposed by state law.
Audit[1]	PG&E Corporation and Utility	Oversees: ●Integrity of the company financial statements, and financial and accounting practices ●Internal controls, and external and internal auditing programs ●Selection and oversight of the companies’ independent registered public accounting firm (“independent auditor”) ●Business ethics and compliance ●Related party transactions ●With the assistance of other board committees, risk management and assessment
Compensation	PG&E Corporation	Oversees matters relating to compensation and benefits, including: ●Compensation for non-employee directors ●Development, selection, and compensation of policy-making officers ●Management evaluation and officer succession ●Employment, compensation, and benefits policies and practices ●Potential risks arising from compensation policies and practices ●Retention and oversight of the Committee’s independent compensation consultants, legal counsel, or other advisors

____________________

^[1]     Established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

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Finance	PG&E Corporation	Oversees matters relating to financial planning, policies, and risk, including: ●Strategic plans and initiatives ●Financial and investment plans and strategies(2) ●Dividend policy ●Proposed capital projects and divestitures ●Financing plans ●Use of derivative instruments ●Major commercial banking, investment banking, financial consulting, insurance, and other financial relationships ●Major financial risk exposures
Nominating and Governance	PG&E Corporation	Oversees matters relating to selection of directors and corporate governance, including: ●Recommending Board candidates, including reviewing skills and characteristics required of Board members ●Selection of the chairmanship and membership of Board committees, and the nomination of a lead director of each company’s Board, if necessary ●Corporate governance matters, including the companies’ governance principles and practices, and the review of shareholder proposals ●Evaluation of the Boards’ performance and effectiveness
Nuclear, Operations, and Safety	PG&E Corporation	Oversees matters relating to safety, operational performance, and compliance issues related to the Utility’s nuclear, generation, gas and electric transmission, and gas and electric distribution operations and facilities (“Operations and Facilities”), including: ●Principal risks arising out of the Operations and Facilities, the process used by management to analyze and identify these risks, and the effectiveness of programs to manage or mitigate these risks ●Utility’s goals, programs, policies, and practices with respect to promoting a strong safety culture ●Periodically visiting the Utility’s nuclear and other operating facilities
Public Policy	PG&E Corporation	Oversees public policy, sustainability, and corporate responsibility issues that could affect customers, shareholders, or employees, including: ●Environmental protection, quality, and compliance ●Community investment programs, activities, and contributions ●Political contributions and political activities ●Workforce diversity, inclusion, and development ●Supplier diversity

(2)

Each year, the Finance Committee presents for the PG&E Corporation and Utility Boards’ review and concurrence (1) a multi-year outlook for PG&E Corporation and its subsidiaries that, among other things, summarizes projected financial performance and establishes the basis for the annual budget, and (2) an annual financial performance plan that establishes financial objectives and sets operating expense and capital spending budgets that reflect the first year of the approved multi-year outlook. Members of the Boards receive a monthly report that compares actual to budgeted financial performance and provides other information about financial performance.

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Committee Membership/Independence/Qualifications

The current membership of PG&E Corporation’s and the Utility’s standing Board committees is Senior Of Counsel), all of which were performedshown in the ordinary coursetable below.

	Executive Committees	Audit Committees	Compensation Committee	Finance Committee	Nominating and Governance Committee	Nuclear, Operations, and Safety Committee	Public Policy Committee
Independent Non-Employee Directors:
L. Chew(1)	X	X					X*
F. J. Fowler				X		X
M. C. Herringer	X	X	X		X*
R. C. Kelly(1)		X				X
R. H. Kimmel				X	X		X
R. A. Meserve	X				X	X*	X
F. E. Miller(1)	X	X*	X
R. G. Parra				X	X	X
B. L. Rambo	X		X	X*	X
A. S. Smith						X	X
B. L. Williams(1)(2)	X	X	X*	X
Employee Directors:
A. F. Earley, Jr.	X*
C. P. Johns(3)	X
Number of Meetings in 2014 (PG&E Corporation/Utility where applicable)	0/0	5/5	5	5	7	5	4

____________________

*	Committee Chair
(1)	Independent audit committee financial expert, as defined by the Securities and Exchange Commission (“SEC”) and applicable stock exchanges, and as determined by the Boards. Background information on each audit committee financial expert can be found in the director biographies beginning on page 4.
(2)	Independent lead director of PG&E Corporation and independent non-executive Chairman of the Board of the Utility.
(3)	Member of the Utility Executive Committee only.

Committee Membership Requirements

Each of business. The annual dollar value of such services was lessthe permanent standing committees (other than the $10,000 per year disclosure thresholdExecutive Committees) must be composed entirely of independent directors, as defined in the applicable company’s Guidelines and the Committee’s charters. In addition, the Audit Committees, the Compensation Committee, and the Nominating and Governance Committee must be composed entirely of independent directors, as defined by the NYSE. Because the Utility lists preferred stock on the NYSE MKT, and because PG&E Corporation holds approximately 96 percent of the voting power of the Utility such that the Utility is a “controlled subsidiary” of PG&E Corporation, the Utility is not subject to NYSE MKT rules that otherwise would require that the Utility’s Board committees responsible for review pursuantexecutive compensation and governance be comprised of “independent” directors, as defined by NYSE MKT, and impose requirements on the Utility’s director nomination and compensation-setting processes.

Each member of the Audit Committees and each member of the Compensation Committee also must meet heightened independence rules established by SEC rules regarding audit committee independence, or applicable NYSE requirements regarding compensation committee members.

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Each member of the Audit Committees also must be financially literate, and at least one member of each Audit Committee also must have accounting and related financial management expertise and financial sophistication.

Each company’s committees satisfy the applicable independence and qualification standards described above.

Compensation Committee Interlocks and Insider Participation

C. Lee Cox served as interim Chairman, CEO, and President of PG&E Corporation from May 1 to September 12, 2011, following the retirement of the former PG&E Corporation CEO and prior to the companies' Related Party Transaction Policy. The Boards have determinedelection of Anthony F. Earley, Jr. as Chairman, CEO, and President of PG&E Corporation. During that these transactions were not material andperiod, Mr. Cox did not affect Dr. Meserve's independence.serve on the Compensation Committee. In September 2011, following his resignation as interim Chairman, CEO, and President of PG&E Corporation, Mr. Cox rejoined the Compensation Committee as an independent member, and served on the Compensation Committee until his retirement on May 12, 2014.

Director Service on Other Public Company Boards

If a director is considering serving on the board of another public company (in addition to PG&E Corporation, the Utility, and their respective subsidiaries), that director must inform the Chair of the PG&E Corporation Nominating and Governance Committee and the Chairman of the Board of PG&E Corporation and/or the Utility, as applicable, before accepting membership on any such board. Unless otherwise approved by the applicable Board, (1) a director may not serve on more than three public company boards (in addition to the PG&E Corporation and Utility Boards), and (2) a director who is the principal executive officer of a public company (including PG&E Corporation and the Utility) may not serve on more than two public company boards in addition to the board of his or her employer. For these purposes, the boards of PG&E Corporation and the Utility would count as one board.

If an Audit Committee member simultaneously serves on the audit committees of three or more public companies other than PG&E Corporation, the Utility, and their respective subsidiaries, that Committee member must inform the applicable company’s Board. In order for that member to continue serving on the PG&E Corporation and Utility Audit Committees, each Board must affirmatively determine that the simultaneous service does not impair that committee member’s ability to serve effectively on the applicable Audit Committee.

All members of the Boards comply with the above policies regarding service on other public company boards, as well as on audit committees of other public company boards.

Director Meeting Attendance at Board and Committee Meetings During 20112014

During 2011,2014, there were 1510 meetings of the PG&E Corporation Board and 4231 meetings of the PG&E Corporation principal standing Board committees. Each incumbent PG&E Corporation director attended at least 8490 percent of the total number of applicable Board and Board committee meetings held during the period of his or her service on the Board and Board committees during 2011.2014.

During 2011,2014, there were 1310 meetings of the Utility Board and 95 meetings of the Utility principal standing Board committees. Each incumbent Utility director attended at least 8690 percent of the total number of applicable Board and Board committee meetings held during the period of his or her service on the Board and Board committees during 2011.

Director Attendance at the 2011 Annual Meetings2014.

Each member of the Board of PG&E Corporation or the Utility is expected to attend that company'scompany’s annual meetings. All 10 incumbentWith the exception of one director, all 11 then-current directors attended PG&E Corporation's 2011Corporation’s 2014 annual meeting, and all 11 incumbent12 then-current directors attended the Utility's 2011Utility’s 2014 annual meeting.

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Committee Membership

The membership of PG&E Corporation's and the Utility's principal standing Board committees is shown in the table below.

		Executive Committees		Audit Committees		Compensation Committee		Finance Committee		Nominating and Governance Committee		Nuclear, Operations, and Safety Committee		Public Policy Committee
Independent Non-Employee Directors:
D. R. Andrews		X		X						X		X		X	*
L. Chew				X										X
C. L. Cox(1)		X	*(2)			X	*(2)	X	(2)			X
F. J. Fowler												X
M. C. Herringer(3)		X		X						X	*
R. H. Kimmel								X						X
R. A. Meserve		X								X		X	*	X
F. E. Miller				X		X
R. G. Parra								X		X
B. L. Rambo		X				X	*(4)	X	*	X
B. L. Williams(5)		X		X	*(5)	X		X
Employee Directors:
Anthony F. Earley, Jr.		X	*(6)
C. P. Johns		X	(7)
Number of Meetings in 2011 (PG&E Corporation/Utility where applicable)		0/0		9/9		14		6		9		1		3

*

Committee Chair

(1)

C. Lee Cox is the independent lead directorBoards of PG&E Corporation and the Utility each select nominees for director based on recommendations received from the Nominating and Governance Committee. The Committee’s recommendations are based upon a review of the non-executivequalifications of Board candidates and consultation with the Chairman of the Board of the Utility. He also held these positions during 2011, except from May 1 to September 12, 2011, during the time that he served as interim Chairman of the Board, CEO, and President of PG&E Corporation.

(2)

Mr. Cox is a member ofCorporation or the Utility, as applicable, and the PG&E Corporation CEO.

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Qualifications and Utility Executive Committees,Characteristics

The Nominating and has been ChairGovernance Committee’s goal is to create for each company a balanced and multi-disciplinary Board composed of qualified, dedicated, ethical, and highly regarded individuals who have experience relevant to the company’s operations, understand the complexities of the Utility Executivecompany’s business environment, and possess capabilities to provide valuable insight and oversight.

In conducting this review, the Committee since May 1, 2011. Heconsiders factors such as diversity, age, skills, and any other factors that it deems appropriate, and annually reviews and recommends to the Boards the appropriate skills and characteristics required of Board members, given the current composition and needs of each company’s Board. In addition to the skills and characteristics noted above, for 2014, the Committee also considered the extent to which the nominees (both individually and as a group) possessed the experience, skills, and expertise shown in the chart on page 3.

Under the retirement policy adopted by each company’s Board, the Boards may not designate any person as a candidate for election or re-election as a director after such person has reached the age of 72. However, this policy may be waived if the Committee and the applicable company’s Board determine that it is Chair and a memberin the best interests of the Compensationcompany to renominate a director who is 72 years old or older.

In general, the Nominating and Governance Committee will recommend, and the Boards will re-nominate, an existing director for re-election if, among other things, the Committee and Board each believe that the individual would continue to be a memberproductive and effective contributor to the Board, and that his or her continued service would serve the best interests of the Finance Committee; he served in these positions during 2011, except from May 1company.

With respect to September 12, 2011, duringdiversity, the time that he served as interim ChairmanCommittee seeks a range of different backgrounds, perspectives, skills, and experiences. Although there is no set policy regarding diversity of nominees for director, the Committee and the Boards annually review the diversity of the director nominees and the extent to which diverse backgrounds, perspectives, skills, and experiences are represented by the members of the Boards.

Sources of Nominees

The Nominating and Governance Committee accepts recommendations for director nominees from a variety of sources, including executive search firms, shareholders, management, and Board CEO,members. The Committee reviews all recommended candidates for nomination at the annual meetings and Presidentuses the same review criteria for all candidates. During 2014, the Committee retained Korn/Ferry International to assist the Committee’s evaluation of certain potential director nominees, including by performing appropriate due diligence on such candidates.

Shareholders may recommend a person for the Committee to consider as a nominee for director of PG&E Corporation.

(3)

Maryellen C. Herringer servedCorporation or the Utility, as applicable, by writing to that company’s Corporate Secretary. Each recommendation must include:

1.	A brief description of the candidate,
2.	The candidate’s name, age, business address, and residence address,
3.	The candidate’s principal occupation and the class and number of shares of the company’s stock owned by the shareholder and the candidate,
4.	Any other information that would be required under the rules of the SEC in a proxy statement listing the candidate as a nominee for director, and
5.	Any material interest that the shareholder has in the candidate’s nomination.

Recommended candidates may be required to provide additional information.

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Executive Compensation-Setting Process

Details regarding the interimcompensation-setting process can be found below, as well as in the Compensation Discussion and Analysis section beginning on page 34.

Executive Officer Compensation

Each year, the independent lead directormembers of the applicable Board, based on the PG&E Corporation Compensation Committee’s advice and recommendation, approve the amounts of total target compensation for the CEO of PG&E Corporation and the Utility andCEO or the interim non-executive ChairmanPresident of the BoardUtility. Such approvals are made following a review of comparative data and advice from the UtilityCommittee’s independent compensation consultant. The Committee also approves the amounts of total target compensation for all senior executive officers based upon a review of comparative data, advice from May 1 to September 12, 2011, duringits independent compensation consultant, and recommendations from the time that Mr. Cox served as interim Chairman of the Board, CEO, and President of PG&E Corporation.

(4)

Barbara L. Rambo served asCorporation CEO. The Committee uses comparative data throughout the interim Chairyear to set the total target compensation of new executive officers. The Committee also reviews other benefits provided to executive officers.

The PG&E Corporation Board has delegated to the Compensation Committee from May 1the authority to September 12, 2011, during the time that Mr. Cox served as interim Chairman of the Board, CEO, and President of PG&E Corporation.

(5)

Independent audit committee financial expert, as defined by the SEC.

(6)

Chair and member ofadminister the PG&E Corporation Executive2006 Long-Term Incentive Plan (“2006 LTIP”) and its successor plan, the PG&E Corporation 2014 Long-Term Incentive Plan (“2014 LTIP”) (together, the “LTIPs”), under which equity-based awards have been made. In addition, the PG&E Corporation Board has delegated to the PG&E Corporation CEO the authority to grant LTIP awards to certain eligible participants within the guidelines adopted by the Committee.

The PG&E Corporation CEO generally attends a portion of each Compensation Committee only.

(7)

Membermeeting, but excuses himself from the Committee’s deliberations or decisions with respect to his pay. At the Committee’s request, the CEO reviews with the Committee the performance of the Utility Executiveother officers named in the Summary Compensation Table (the “named executive officers” or “NEOs”). The CEO also recommends adjustments, if any, in base pay, annual incentive awards, and LTIP awards for the other NEOs.

These recommendations are given appropriate weight by the Committee only.

No memberin the compensation-setting process, given the CEO’s direct knowledge of either Auditthe performance and contributions of each NEO. The Committee is a membermay exercise its discretion to accept, reject, or modify the CEO’s recommendations based on the Committee members’ collective assessment of a stock exchangethe NEOs’ performance and pay position relative to the peer group, as well as PG&E Corporation’s overall financial and operating performance.

The Compensation Committee may delegate its authority with respect to ministerial matters under the LTIPs to the PG&E Corporation CEO or serves on more than three other public companies' audit committees.

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Compensation of Non-Employee Directors

During 2010,The PG&E Corporation Board has delegated to the PG&E Corporation CEO the authority to approve compensation, within guidelines approved by the Compensation Committee, conductedto lower-level officers and to non-officer employees. With respect to annual equity awards, such Committee-approved guidelines include the LTIP award value ranges for different categories of employees, and the terms and conditions of all LTIP awards to be made during the year. The guidelines also specify the grant date for annual LTIP awards. Actual awards are generally made within the range of target LTIP values previously approved by the Committee.

Consultants and Advisers

The Compensation Committee retains an independent compensation consultant to advise on compensation programs and practices, including pay levels for non-employee directors and for officers. Under a policy adopted by the Committee, this consultant must be “independent,” i.e., (1) the consultant must be retained by, and report solely to, the Compensation Committee, and (2) the consultant and its biennialaffiliates may not perform any work for PG&E Corporation or its affiliates, except at the request of the Committee or its Chair, and in the capacity of the Committee’s agent.

For establishing compensation paid for 2014, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FWC”) as its independent consultant. FWC did not provide services to management of PG&E Corporation, the Utility, or their affiliates, although FWC has maintained a working relationship with management in order to fulfill FWC’s primary role as

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adviser to the Compensation Committee. FWC is a nationally recognized independent firm providing consulting assistance to corporations in order to develop compensation programs for senior executives, key employees, and boards of directors. FWC was first selected as the Compensation Committee’s independent consultant for 2010, following the Committee’s review of non-employeenumerous candidate firms.

During 2014, FWC advised the Compensation Committee on the following matters:

●	Non-employee director compensation,
●	Executive compensation competitive market,
●	Executive compensation emerging trends and best practices,
●	Shareholder advisory firms’ pay and performance analyses,
●	Proxy statement disclosures relating to compensation,
●	Severance and change-in-control practices and policies, and
●	Corporate governance best practices relating to compensation.

In the third quarter of 2014, as part of a general process of refreshing the companies’ governance over executive compensation, the Compensation Committee solicited bids for firms to serve as the Committee’s executive compensation consultant with assistance fromrespect to executive compensation to be paid in 2015.

At the end of this bid process, the Committee selected Pay Governance, LLC (“Pay Governance”) as its independent executive compensation consultant relating to executive compensation starting in 2015. During the last quarter of 2014, Pay Governance advised the Compensation Committee on the following matters:

●	Executive compensation competitive market,
●	Executive compensation emerging trends and best practices,
●	Shareholder advisory firms’ pay and performance analyses,
●	Compensation risk analysis,
●	Proxy statement disclosures relating to compensation, and
●	Corporate governance best practices relating to compensation.

The Compensation Committee determined that no conflicts of interest were raised by the work of FWC or Pay Governance during 2014.

The Compensation Committee also has discretion to engage other compensation consultants, as well as legal counsel and other advisers, although it did not do so during 2014. The Committee takes into account such advisers’ and consultants’ independence, and whether the Committee's independentwork of any compensation consultant. FWC conducted an independent analysisconsultants will raise any conflict of interest. PG&E Corporation'sCorporation pays the reasonable compensation costs for any such advisers.

Management also may retain compensation consultants to assist management and the Utility's non-employee directorCompensation Committee in connection with compensation as compared to peer companies, with the objective of ensuring that non-employee director compensation is:matters.

•

Market-competitive in terms of annual compensation value, andShareholder Outreach

•

Consistent with emerging best practices and trends.

The following section provides additional information regarding compensation paid to the non-employee directors of PG&E Corporation and the Utility during 2011.believe that it is important to provide shareholders with the means to provide input on PG&E Corporation’s executive compensation programs and the clarity of the company’s disclosures regarding such programs.

2011 Director Compensation

The following table summarizes the principal components of compensation paid or granted during 2011Prior to the non-employee directors ofSEC ruling that required large public companies to provide advisory say-on-pay votes, in 2010 PG&E Corporation and the Utility. Mr. Fowler joinedUtility each began providing its shareholders with the right to cast an annual advisory vote on the compensation paid to the company’s NEOs.

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PG&E Corporation is committed to investor engagement and listening to investor views on corporate governance matters and executive compensation policies and programs. Management has made it a practice to contact PG&E Corporation’s top institutional investors on a regular basis to discuss corporate governance trends and issues that are of interest to them.

Risk Management

PG&E Corporation and the Utility continue to review and refine the approach to the companies’ risk management programs. In 2011, the companies expanded their Enterprise Risk Management program to examine all enterprise and operational company risks, and to increase Board review of risk management. The program was renamed as the Enterprise and Operational Risk Management (“EORM”) program in 2013 to reflect its expanded scope. At that time, risk management was integrated into the companies’ planning and budgeting process, which leads to the identification of specific enterprise risks for review and oversight by the PG&E Corporation and Utility Boards in 2012of Directors.

As described below, the companies’ risk management governance structures allow risks to be investigated both under a Board-directed review process and therefore, did not receive non-executive director compensation during 2011.also from a “bottoms-up” approach that allows operational experts to add their knowledge and identify emerging issues for the companies.

Board-Level Duties

Name		Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Option Awards ($)(3)			All Other Compensation ($)(4)			Total ($)
D. R. Andrews			158,000			89,970						95			248,065
L. Chew			116,500			89,970						2,595			209,065
C. L. Cox(5)			114,603			89,970						670,656			875,229
M. C. Herringer			169,434			89,970						2,595			261,999
R. H. Kimmel			102,250			89,970						95			192,315
R. A. Meserve			104,707			89,970						1,095			195,772
F. E. Miller			125,250			89,970						95			215,315
R. G. Parra			112,750			89,970						2,595			205,315
B. L. Rambo			164,939			89,970						95			255,004
B. L. Williams			208,500			89,970						2,095			300,565

(1)

Represents receipt

As part of retainerstheir oversight functions, the PG&E Corporation and meeting feesUtility Boards generally oversee the companies’ risk management policies and programs; however, management has day-to-day responsibility for assessing and managing exposure to various risks. Enterprise risks are reviewed regularly by the Boards’ Audit Committees and oversight for specific risk categories is allocated to various Board committees, consistent with the schedule describedsubstantive scope of each committee’s charter. Each such committee provides a report of its activities to the applicable Board.

The Boards and their respective committees have specific oversight responsibility for risk management in the narrative following this table. Total meeting fees were: Mr. Andrews $93,000, Mr. Chew $61,500, Mr. Cox $42,000, Ms. Herringer $86,000, Mr. Kimmel $47,250, Dr. Meserve $49,000, Mr. Miller $70,250, Mr. Parra $57,750, Ms. Rambo $96,250areas:

●	The Boards evaluate risks associated with major investments and strategic initiatives, with assistance from the PG&E Corporation Finance Committee.
●	The Boards overseethe implementation and effectiveness of the compliance and ethics programs to monitor compliance with laws, regulations, policies, and programs, with assistance from the PG&E Corporation and Utility Audit Committees.
●	Each company’s Audit Committee discusses the guidelines and policies that govern the processes for assessing and managing major risks (including the EORM program that is discussed in more detail below), allocates to other Board committees the specific responsibility to oversee identified enterprise risks, generally oversees regulatory and legal compliance risks, and considers risk issues associated with overall financial reporting and disclosure processes.
●	The PG&E Corporation Finance Committee discusses risk exposures related to energy procurement, including energy commodities and derivatives, and other enterprise risks, as assigned by the Audit Committees.
●	The PG&E Corporation Nuclear, Operations, and Safety Committee discusses risks related to the safety of the Utility’s nuclear, electric, gas, and other operations and facilities, and oversees other enterprise risks, as assigned by the Audit Committees.
●	The PG&E Corporation Compensation Committee oversees potential risks arising from the companies’ compensation policies and practices.

Other risk oversight responsibilities also have been allocated, consistent with the overall substantive scope and Mr. Williams $103,500.

(2)

Represents the grant date fair valueduties of restricted stock units ("RSUs") granted in 2011 measured in accordance with Financial Accounting Standardseach Board Accounting Standards Codification Topic 718, "Compensation—Stock Compensation" ("FASB ASC Topic 718"). Grant date fair value is measured using the closing priceand their respective committees.

Table of PG&E Corporation common stock. In 2011, each non-employee director received 1,934 RSUs with a grant date valueContents

This allocation of $89,970. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2011 was: Mr. Andrews 6,968, Mr. Chew 3,951, Mr. Cox 13,845, Ms. Herringer 9,471, Mr. Kimmel 5,419, Dr. Meserve 8,973, Mr. Miller 5,419, Mr. Parra 3,951, Ms. Rambo 11,139, and Mr. Williams 10,553.

(3)

No stock options were granted in 2011. The aggregate number of option awards outstanding for each non-employee director at December 31, 2011 was: Mr. Andrews 38,732, Mr. Chew 0, Mr. Cox 0, Ms. Herringer 2,491, Mr. Kimmel 4,090, Dr. Meserve 0, Mr. Miller 4,090, Mr. Parra 0, Ms. Rambo 0, and Mr. Williams 19,310.

(4)

Represents (i) premiums paid for accidental death and dismemberment insurance, (ii) matching gifts to qualified educational and environmental nonprofit organizations pursuant toBoard-level risk oversight was last reviewed by the PG&E Corporation Matching Gifts Program, which establishesand Utility Audit Committees in April 2014.

The Boards’ role in risk oversight has had no significant effect on either Board’s leadership structure.

Management-Level Duties

Management has the day-to-day responsibility for assessing and managing PG&E Corporation’s and the Utility’s exposure to various risks. Currently, risk is managed in three broad categories: enterprise and operational risk (e.g., public and employee safety, customer service, and other operational risks), compliance risk (e.g., legal and regulatory requirements), and market and credit risk (e.g., energy commodity risk).

With respect to supporting the Boards’ oversight activities:

●	Management provides various reports to the Boards and their respective committees regarding different elements of corporate risk management programs and activities, as requested by the Boards and the committees.
●	The companies’ EORM program identifies and evaluates potential risks facing the enterprise, and nominates specific enterprise risks for Board-level oversight. The EORM program as a whole is implemented by management and overseen by the PG&E Corporation and Utility Audit Committees, which assign Board-level responsibility for oversight of specific enterprise risks to committees of either company’s Board.
●	Each line of business (“LOB”) within the companies has its own risk and compliance committee. These LOB committees review all major enterprise, operational, and compliance risk within that LOB (including public safety), review and approve risk analysis and mitigation strategies, and track mitigation progress and results. Each LOB risk and compliance committee is led by a senior officer and must include the LOB risk manager and compliance manager, and risk and compliance representatives of the Chief Risk and Audit Officer’s organization.
●	All LOBs review their risks with the entire senior management team as part of the companies’ integrated multi-year planning process. Following calibration with the senior management team, these risks become an important factor in the development of each LOB’s strategy and budget proposals. The integrated planning cycle is an annual process designed to analyze the companies’ top risks, prioritize management activities, and identify the related investments and revenue requirements that effectively mitigate those risks.
●	PG&E Corporation and the Utility each have a Chief Risk and Audit Officer who functionally reports to the PG&E Corporation and Utility Audit Committees. The Chief Risk and Audit Officer attends Board and Board committee meetings and provides regular reports regarding various aspects of the companies’ risk management policies, programs, and activities.

Compensation Risk Analysis

The Compensation Committee’s independent compensation consultant assists the companies with a set fund for matching eligible gifts made by employees and directors on a dollar-for-dollar basis, up to a total of $2,500 per calendar year per individual, as follows: Mr. Chew $2,500, Ms. Herringer $2,500, Dr. Meserve $1,000, Mr. Parra $2,500, and Mr. Williams $2,000, (iii) compensation paid to Mr. Cox for his service as interim Chairmanreview of the Board, CEO, and Presidentdesign of PG&E Corporation ($660,000),Corporation’s and (iv) the valueUtility’s incentive plans relative to general compensation plan risk factors (or the potential for unintended consequences).

The companies examined the overall compensation pay structure, the overall mix of transportation services provided to Mr. Cox duringcompensation vehicles, the period that he was interim Chairmanstructure of the Board, CEO,incentive plans in particular, and Presidentother company pay plans. With respect to incentive plan structure, the companies specifically examined target and maximum compensation in each plan, the nature and mix of performance measures, governance structure, and the risk of earnings manipulation posed by the incentive structure, and the extent to which the NEO pay program rewards short-term decisions at the risk of long-term performance. The companies also generally considered other compensation policies (such as clawback and anti-hedging policies), other compensation plans relating to severance and change-in-control benefits, and compensation governance.

For 2014, Pay Governance concluded that there were no material issues found regarding the companies’ executive pay programs, and that the design of the companies’ incentive pay plans pose a low likelihood of incentivizing employees to engage in behaviors that are likely to have a material adverse effect on the company.

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To further ensure appropriate incentive metrics, the Compensation Committee also receives advice regarding appropriate safety and operational incentive measures from the Nuclear, Operations, and Safety Committee.

Based on the foregoing, PG&E Corporation ($10,561).

(5)

Amounts reported for Mr. Cox also include payments received during his service as interim Chairman, CEO, and President of PG&E Corporationthe Utility concluded that the risks arising from May 1the companies’ overall compensation policies and practices are not reasonably likely to September 12, 2011. These amounts also are reflected in the Summary Compensation Table and in other executive compensation disclosureshave a material adverse effect on pages 56 to 76 of this proxy statement.

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Director Retainers and Fees

During 2011, each director who was not an employee ofeither PG&E Corporation or the Utility.

Board Oversight of Political Contributions and Advocacy

The PG&E Corporation Public Policy Committee reviews PG&E Corporation’s and the Utility’s political contributions and recommends Board approval limits for political contributions from the companies to candidates, measures, initiatives, political action committees, and certain other organizations that may engage in activities involving elections. The Boards are apprised of significant advocacy efforts taken by the companies. The Public Policy Committee also directs preparation of an annual report summarizing political contributions and certain other expenditures made by the companies during the preceding year. Additional information regarding each company’s political engagement policies and political expenditures is available on PG&E Corporation’s website at: http://www.pgecorp.com/aboutus/corp_gov/political_engagement/political_engagement.shtml.

Board Oversight of Corporate Sustainability

The PG&E Corporation Public Policy Committee has primary oversight of corporate sustainability issues, such as environmental compliance and leadership, climate change, community investments, and workforce development. This includes an annual review of PG&E Corporation’s and the Utility’s sustainability practices and performance. Other committees of the PG&E Corporation Board and the full PG&E Corporation and Utility receivedBoards address other components of the companies’ sustainability commitment, such as public and employee safety, investments made to build a quarterly retainersmarter electric grid, and the pathways to increasing the Utility’s deliveries of $13,750. renewable electricity. For example, the PG&E Corporation Compensation Committee approves the structure of the Short-Term Incentive Plan, which reinforces the companies’ sustainability commitment by rewarding eligible employees for achievement of goals that benefit customers, shareholders, and employees.

Within management, the Chief Sustainability Officer of the Utility is responsible for developing and coordinating the companies’ corporate sustainability initiatives and overseeing the companies’ corporate sustainability reporting and measurement. This is done in coordination with other members of senior management who are responsible for functions such as supply chain management, environmental compliance, and customer energy solutions.

Additional information regarding PG&E Corporation’s sustainability efforts and progress can be found in the on-line Corporate Responsibility and Sustainability Report 2014, which can be accessed at: http://www.pgecorp.com/sustainability.

Board Oversight of Management Succession

At least annually, and often more frequently, the PG&E Corporation and Utility Boards each review the applicable company’s plan for CEO succession, both in the ordinary course of business and in response to emergency situations. Each company’s Board also develops a profile of appropriate responsibilities, attributes, and requirements for the position of CEO, which reflects PG&E Corporation’s and the Utility’s business functions, vision, and strategy. Potential candidates for CEO may be identified internally within the companies in consultation with the PG&E Corporation Compensation Committee (which oversees the evaluation of management) and the CEO, as well as externally through various sources, including independent third-party consultants.

The non-employee directors who chairedsuccession planning process also addresses the continuing development of appropriate leadership skills for internal candidates for CEO, as well as candidates for other leadership positions within the companies. The Compensation Committee is responsible for reviewing the CEO’s long-range plans for officer development and succession for PG&E Corporation and the Utility.

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Throughout 2014, the Compensation Committee addressed management succession and executive development in connection with its review of officer elections, promotions, and compensation matters during the year. The Boards last reviewed and discussed CEO and management succession planning and executive development at their meeting in February 2015.

Board and Committee Self-Evaluations

The PG&E Corporation Nominating and Governance Committee oversees the process for evaluating and assessing the performance of the Boards, including Board committees. At least annually, each Board or the Nominating and Governance Committee conducts an evaluation to determine whether the Board as a whole and its committees are functioning effectively.

If the evaluation is conducted by the Nominating and Governance Committee, that Committee presents its conclusions to the applicable full Board for review and concurrence.

The Board evaluation includes an assessment of the Board’s contribution as a whole and of specific areas in which the Board and/or management believes that a better contribution could be made. The Audit Committees, the Compensation Committee, the Finance Committee, the Nominating and Governance Committee, the Nuclear, Operations, and Safety Committee, and the Public Policy Committee conduct annual self-evaluations. The Nominating and Governance Committee may request the results of any Board committee evaluation for consideration in the Board evaluation.

Director Orientation and Continuing Education

New directors receive information on subjects that would assist them in discharging their duties. All directors periodically receive briefing sessions or materials on such subjects. Each director also receives information regarding opportunities for continuing education, and is encouraged to stay current on important developments pertaining to such director’s function and duties to the companies by attending such programs as appropriate or otherwise.

Director and Officer Communications

Correspondence to directors and executive officers should be sent to the applicable company’s principal executive office, in care of the Corporate Secretary. The Corporate Secretary will forward to the independent lead director or the independent non-executive Chairman any communications addressed to the Board of Directors as a body, to all the directors in their entirety, or to a subset of the directors, and such other communications as the Corporate Secretary, in his or her discretion, determines is appropriate. The Corporate Secretary also will receive communications directed to individual directors or officers, and will forward those as appropriate.

The address of the principal executive office for each were eligiblecompany is:

PG&E Corporation
Pacific Gas and Electric Company
77 Beale Street, P.O. Box 770000
San Francisco, California 94177

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Compensation of Non-Employee Directors

The Boards of PG&E Corporation and the Utility each establish the level of compensation for that company’s non-employee directors, based on the recommendation of the PG&E Corporation Compensation Committee and considering the impact of compensation on director independence. Directors who also are current employees of either company receive no additional compensation for service as directors.

The Compensation Committee periodically reviews the amount and form of compensation paid to receive an additional quarterly retainernon-employee directors of $2,500. ThePG&E Corporation and the Utility. As part of this review, the Committee reviews the compensation provided to the companies’ non-employee directors as compared to other comparable U.S. peer companies, with the objective of ensuring that non-employee director who chairedcompensation is:

●	Market-competitive in terms of annual compensation value, and
●	Consistent with emerging market practices and trends.

Compensation paid to non-employee directors for 2014 is consistent with the Audit Committees received an additional quarterly retainerresult of $12,500. In addition, the review that was conducted during 2012. The Compensation Committee’s most recent review was conducted in September 2014, in consultation with the Committee’s prior independent compensation consultant, Frederic W. Cook & Co., Inc. (“FWC”). Results of the review are reflected in compensation paid to non-employee directors starting in January 2015.

2014 Director Compensation

The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during 2014.

		Fees Earned		Stock		Option		All Other
		or Paid in		Awards		Awards		Compensation				Total
Name		Cash ($)(1)		($)(2)		($)(3)		($)(4)				($)
L. Chew		110,000		104,984					2,596			217,580
C. L. Cox(5)		64,924		0					96			65,020
F. Fowler		93,250		104,984					96			198,330
M. C. Herringer		120,500		104,984					2,596			228,080
R. C. Kelly		101,750		104,984					96			206,830
R. H. Kimmel		107,250		104,984					96			212,330
R. A. Meserve		117,250		104,984					2,596			224,830
F. E. Miller		133,618		104,984					96			238,698
R. G. Parra		107,250		104,984					96			212,330
B. L. Rambo		115,500		104,984					96			220,580
B. L. Williams		170,189		104,984					2,596			277,769

(1)		Represents receipt of retainers and meeting fees described below following this table. Retainers paid to Mr. Cox reflect his retirement on May 12, 2014. Total meeting fees were: Mr. Chew $40,000, Mr. Cox $19,250, Mr. Fowler $33,250, Ms. Herringer $50,500, Mr. Kelly $41,750, Mr. Kimmel $47,250, Dr. Meserve $47,250, Mr. Miller $41,750, Mr. Parra $47,250, Ms. Rambo $45,500, and Mr. Williams $50,500.
(2)		Represents the grant date fair value of restricted stock units (“RSUs”) granted in 2014 measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“FASB ASC Topic 718”). Grant date fair value is measured using the closing price of PG&E Corporation common stock on the date of grant. In 2014, each non-employee director who was elected at the 2014 annual meeting of shareholders and in office as of May 12, 2014 received 2,398 RSUs with a grant date value of $104,984. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2014 was: Mr. Chew 2,655, Mr. Fowler 2,445, Ms. Herringer 2,655, Mr. Kelly 2,445, Mr. Kimmel 2,655, Dr. Meserve 2,655, Mr. Miller 2,655, Mr. Parra 2,655, Ms. Rambo 2,665, and Mr. Williams 2,665.

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(3)		No stock options were granted in 2014. The aggregate number of option awards outstanding for each non-employee director at December 31, 2014 was: Mr. Chew 0, Mr. Fowler 0, Ms. Herringer 2,491, Mr. Kelly 0, Mr. Kimmel 0, Dr. Meserve 0, Mr. Miller 4,090, Mr. Parra 0, Ms. Rambo 0, and Mr. Williams 0.
(4)		Represents (i) premiums paid for accidental death and dismemberment insurance, and (ii) matching gifts, paid or payable for 2014, to qualified educational and environmental nonprofit organizations pursuant to the PG&E Corporation Matching Gifts Program, which establishes a set fund for matching eligible gifts made by employees and directors on a dollar-for-dollar basis, up to a total of $2,500 per calendar year per individual, as follows: Mr. Chew $2,500, Ms. Herringer $2,500, Dr. Meserve $2,500, and Mr. Williams $2,500.
(5)		Mr. Cox retired from the Boards effective May 12, 2014.

Retainers and Fees

The following retainers and fees were provided during 2014 to each director who served aswas not an employee of PG&E Corporation or the lead director received an additional quarterly retainer of $12,500.Utility.

Non-employee directors also received a fee of $1,750 for each Board or Board committee meeting attended, except that members of the Audit Committees received a fee of $2,750 for each Audit Committee meeting attended.

Directors also receive a $1,750 per-meeting fee for attending shareholder meetings that are

Board Retainer	$15,000 per quarter ($60,000 annually)
Board and Committee Meeting Fees	$1,750 per meeting
	Other than:
	●$2,750 per Audit Committee meeting
Shareholder Meeting Fees	$1,750 per meeting (if not held on the same day as a Board meeting)
Lead Director Retainer	$12,500 per quarter ($50,000 annually)
Committee Chair Retainers	$2,500 per quarter ($10,000 annually)
(Permanent Standing Committees)	Other than:
	●Audit: $12,500 per quarter ($50,000 annually)
	●Compensation: $3,750 per quarter ($15,000 annually)

Any director who serves on the PG&E Corporation Board, Audit Committee, or Executive Committee does not receive additional retainers for concurrent service on the Utility Board, Audit Committee, or Executive Committee, as applicable. Separate meeting fees are paid for each meeting of the respective company's Board.

While Mr. Cox served on an interim basis as Chairman, CEO, and PresidentUtility Board, Audit Committee, or Executive Committee that is not held concurrently or sequentially with a corresponding meeting of the PG&E Corporation from MayBoard, Audit Committee, or Executive Committee. Such meetings usually are held concurrently, and in most cases a single meeting fee is paid to each director for each set of meetings.

Effective January 1, 2015, quarterly Board retainers increased to September 12, 2011, he received monthly compensation$17,500 (from $15,000), and the quarterly retainer for the Chair of $150,000. During this period, Mr. Cox was not entitledthe Nuclear, Operations, and Safety Committee increased to receive director retainers or Board meeting fees.$3,750 (from $2,500).

Non-Employee Director Stock-Based Compensation

Under the PG&E Corporation 2006 Long-Term Incentive Plan ("LTIP"),2014 LTIP, each non-employee director of PG&E Corporation is entitled to receive annual awards of stock-based compensation.

Awards for 20112014 were granted on May 12, 2011.2014. Such grants had a total aggregate value of $90,000$105,000 and consisted of RSUs that were granted to each non-employee director uponafter his or her election to the Board (except for Mr. Cox).Board. These RSUs vest after one year at the end of the director'sdirector’s annual elected term. RSUs also will vest upon the director'sdirector’s death or disability, and otherwise are forfeited if the director ceases to be a member of the Board during his or her elected one-year term.

A non-employee director's equity-based awards Non-employee directors also will vest or accelerate in full ifmay elect to defer settlement of vested RSUs. If there is a Change in Control as(as defined inon page 45), the LTIP. Restricted stockRSUs will vest immediately and stock options become payable upon vesting, and RSUs become payable in accordance with the normal settlement schedule.

AtStarting with the time2015 grants, the 2011value of the annual award will increase to $120,000, and a non-employee director’s equity-based awards were granted to non-employee directors, Mr. Cox was serving as interim Chairman, CEO,will vest if there is both a Change in Control and Presidentthe director is terminated.

Table of PG&E Corporation. In lieu of the non-employee director equity-based award described above, Mr. Cox received a grant of RSUs having terms that are identical in all material respects to the RSUs granted to the other non-employee directors for 2011.Contents

Director Stock Ownership Guidelines

Non-employee directors of PG&E Corporation are expected to own shares of PG&E Corporation common stock having a dollar value of at least five times the value of the then-applicable annual retainer paid for service on the PG&E Corporation or Utility Board.Board retainer. Ownership will be measured annually as of December 31 of each calendar year, basedyear. If any non-employee director is on the closing price of PG&E Corporation commonUtility Board only, then that director also may satisfy his or her stock at the end of that year.ownership obligation with Utility preferred stock. Directors generally have five years to meet the guidelines. Ownership includes beneficial ownership of common stock, as well as RSUs and common stock equivalents held byequivalents. These guidelines were adopted in order to more closely align the director.interests of directors and each company’s shareholders.

Director Payments for Attending MeetingsDeferral of Both PG&E Corporation and the Utility

Directors who serve on both the PG&E Corporation and Utility Boards and corresponding committees do not receive additional compensation for concurrent service on the Utility Board or its committees. However, separate meeting fees are paid for each meeting of the Utility Board or a Utility Board committee that is not held concurrently or sequentially with a meeting of the PG&E Corporation Board or a corresponding PG&E Corporation Board committee. It is the usual practice of PG&E Corporation and the Utility that meetings of the companies' Boards and corresponding committees are held concurrently and, therefore, that a single meeting fee is paid to each director for each set of meetings.

Director's Ability to Defer Retainers and Fees

Under the PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, directors of PG&E Corporation and the Utility may elect to defer all of their retainers, all of their meeting fees, or both. Directors who participate in the Deferred Compensation Plan may elect either to (1) convert their deferred compensation into common stock equivalents, the value of which is tied to the market value of PG&E Corporation common stock, or (2) have their deferred compensation deemed to be invested in the Utility Bond Fund (which is described in the narrative following the

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"Non-Qualified “Non-Qualified Deferred Compensation—2011"2014” table beginning on pages 67 and 68 of this Joint Proxy Statement)page 60).

Director Reimbursement for Travel and Other Expenses

Directors of PG&E Corporation and the Utility are reimbursed for reasonable expenses incurred in connection with attending Board, Board committee, or shareholder meetings, or participating in other activities undertaken on behalf of PG&E Corporation or the Utility.

Director Retirement Benefits from PG&E Corporation or the Utility

The PG&E Corporation Retirement Plan for Non-Employee Directors was terminated effective January 1, 1998. Directors who had accrued benefits under the Plan were given a one-time option of either (1) receiving the benefit accrued through 1997, upon their retirement, or (2) converting the present value of their accrued benefit into a PG&E Corporation common stock equivalent investment held in the Deferred Compensation Plan for Non-EmployeeNon- Employee Directors. The payment of accruedAccrued retirement benefits, or distributions from the Deferred Compensation Plan relating to the conversion of retirement benefits, cannotwill be made untilpaid at the later of age 65 or retirement from the Board.

Legal Proceedings

A lawsuit was filed in San Mateo County Superior Court as a purported shareholder derivative lawsuit to seek recovery on behalf of PG&E Corporation and the Utility for alleged breaches of fiduciary duty by officers and directors, among other claims. The claims generally relate to the September 9, 2010 accident in San Bruno, California, involving the rupture of an underground 30-inch natural gas transmission pipeline owned and operated by the Utility. The judge has ordered that proceedings in the derivative lawsuit be delayed until further order of the court.

Related Person Transactions

Brian K. Cherry is Vice President, Regulatory Relations of the Utility and is the spouse of Sara A. Cherry. During 2011, Ms. Cherry served as Vice President, Finance and Chief Financial Officer of the Utility until September 30, 2011. During 2011, Mr. Cherry received compensation consisting of approximately $303,000 in salary and short-term incentive awards, as well as LTIP awards with an estimated grant date fair market value of approximately $211,000.

During 2011, three providers of asset management services also were beneficial owners of at least 5 percent of PG&E Corporation common stock: BlackRock, Inc. ("BlackRock"), State Street Corporation ("State Street"); and Wellington Management Company, LLP ("Wellington"). The nature and value of services provided by these 5 percent shareholders and their affiliates are described below.

•

Affiliates of BlackRock provided asset management services to various trusts associated with the companies' employee benefit plans and to the Utility's nuclear decommissioning trusts. In exchange for these services, BlackRock's affiliates earned approximately $3.6 million in fees during 2011.

•

Affiliates of State Street provided asset management services to various trusts associated with the companies' employee benefit plans and to the Utility's nuclear decommissioning trusts. In exchange for these services, State Street's affiliates earned approximately $2.8 million in fees during 2011.

•

Wellington provided asset management services to various trusts associated with company employee benefit plans. In exchange for these services, Wellington earned approximately $1.1 million in fees during 2011.

In each of these three cases, the services were initiated before the entity became a 5 percent shareholder, and the services are subject to terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party. PG&E Corporation and the Utility expect that these entities will continue to provide similar services and products in the future, at similar levels, in the normal course of business operations.

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Security Ownership of Management

The following table sets forth the number of shares of PG&E Corporation common stock beneficially owned (as defined in the rules of the SEC) as of March 9, 2012 by the directors, the nominees for director, and the individuals named in the Summary Compensation Table appearing in this Joint Proxy Statement ("NEOs"), and all directors and executive officers of PG&E Corporation and the Utility as a group. As of March 9, 2012, no listed individual owned shares of any class of Utility securities. The table also sets forth common stock equivalents credited to the accounts of directors and executive officers under PG&E Corporation's deferred compensation and equity plans.

Name		Beneficial Stock Ownership(1)(2)(3)			Percent of Class(4)			Common Stock Equivalents(5)			Total
David R. Andrews(6)			44,036			*			2,830			46,866
Lewis Chew(6)			6,074			*			0			6,074
C. Lee Cox(6)(7)			10,160			*			11,741			21,901
Anthony F. Earley, Jr.(8)			47,081			*			0			47,081
Fred J. Fowler(6)			125			*			0			125
Maryellen C. Herringer(6)			9,612			*			23,070			32,682
Christopher P. Johns(9)			15,366			*			32,303			47,669
Roger H. Kimmel(6)			5,047			*			4,155			9,202
Richard A. Meserve(6)			4,221			*			4,857			9,078
Forrest E. Miller(6)			5,047			*			4,155			9,202
Rosendo G. Parra(6)			1,054			*			0			1,054
Barbara L. Rambo(6)			5,929			*			7,046			12,975
Barry Lawson Williams(6)			29,561			*			12,258			41,819
Kent M. Harvey(10)			16,339			*			6,352			22,691
Hyun Park(11)			27,437			*			1,266			28,703
Greg S. Pruett(11)			6,514			*			0			6,514
Nickolas Stavropoulos(12)			1,043						0			1,043
Dinyar B. Mistry(13)			2,334			*			0			2,334
Peter A. Darbee(14)			0			*			0			0
Rand L. Rosenberg(15)			5,509			*			62			5,571
John S. Keenan(16)			0			*			0			0
Sara A. Cherry(17)			104			*			0			104
All PG&E Corporation directors and executive officers as a group (17 persons)			237,702			*			110,050			347,752
All Utility directors and executive officers as a group (26 persons)			328,729			*			114,341			443,070

*

Less than 1 percent

(1)

This column includes any shares held in the name of the spouse, minor children, or other relatives sharing the home of the listed individuals and, in the case of current and former executive officers, includes shares of PG&E Corporation common stock held in the defined contribution retirement plan maintained by PG&E Corporation. Except as otherwise indicated below, the listed individuals have sole voting and investment power over the shares shown in this column. Voting power includes the power to direct the voting of the shares held, and investment power includes the power to direct the disposition of the shares held.

This column also includes the following shares of PG&E Corporation common stock in which the listed individuals share voting and investment power: Mr. Andrews 8,586 shares, Mr. Cox 10,160 shares, Ms. Herringer 2,100 shares, all PG&E Corporation directors and executive officers as a group 20,846 shares, and all Utility directors and executive officers as a group 20,846 shares.

(2)

This column includes the following shares of PG&E Corporation common stock that the listed individuals have the right to acquire within 60 days of March 9, 2012 through the exercise of vested stock options granted under the PG&E Corporation Long-Term Incentive Program or the LTIP: Mr. Andrews 35,450 shares, Mr. Earley 10,052 shares, Ms. Herringer 2,491 shares, Mr. Kimmel 2,727 shares, Mr. Miller 2,727 shares, Mr. Williams 14,905 shares, all PG&E Corporation directors and executive officers as a group 68,352 shares, and all Utility directors and executive officers as a group 97,602 shares. The listed individuals have neither voting power nor investment power with respect to these shares unless and until they are purchased through the exercise of the options, under the terms of the PG&E Corporation Long-Term Incentive Program or the LTIP, as appropriate.

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(3)

This column includes restricted shares of PG&E Corporation common stock granted under the LTIP. As of March 9, 2012, the listed individuals held the following numbers of restricted shares that may not be sold or otherwise transferred until certain vesting conditions are satisfied: Mr. Andrews 1,560 shares, Mr. Chew 843 shares, Mr. Cox 1,560 shares, Ms. Herringer 1,560 shares, Mr. Kimmel 1,349 shares, Dr. Meserve 1,560 shares, Mr. Miller 1,349 shares, Mr. Parra 843 shares, Ms. Rambo 1,560 shares, Mr. Williams 1,560 shares, all PG&E Corporation directors and executive officers as a group 13,744 shares, and all Utility directors and executive officers as a group 13,744 shares.

(4)

The percent of class calculation is based on the number of shares of PG&E Corporation common stock outstanding as of March 9, 2012.

(5)

This column reflects the number of stock units that were purchased by listed individuals through salary and other compensation deferrals or that were awarded under equity compensation plans. The value of each stock unit is equal to the value of a share of PG&E Corporation common stock and fluctuates daily based on the market price of PG&E Corporation common stock. The listed individuals who own these stock units share the same market risk as PG&E Corporation shareholders, although they do not have voting rights with respect to these stock units.

(6)

Mr. Andrews, Mr. Chew, Mr. Cox, Mr. Fowler, Ms. Herringer, Mr. Kimmel, Dr. Meserve, Mr. Miller, Mr. Parra, Ms. Rambo, and Mr. Williams are directors of both PG&E Corporation and the Utility.

(7)

Mr. Cox served as interim Chairman, CEO, and President of PG&E Corporation from May 1 to September 12, 2011. He is included in the Summary Compensation Table as an NEO of PG&E Corporation.

(8)

Mr. Earley is a director and the Chairman of the Board, CEO, and President of PG&E Corporation. He is included in the Summary Compensation Table as an NEO of both PG&E Corporation and the Utility.

(9)

Mr. Johns is a director and the President of the Utility. He is included in the Summary Compensation Table as an NEO of both PG&E Corporation and the Utility.

(10)

Mr. Harvey is Senior Vice President and Chief Financial Officer of PG&E Corporation and is also an officer of the Utility. He is included in the Summary Compensation Table as an NEO of both PG&E Corporation and the Utility.

(11)

Mr. Park and Mr. Pruett are officers of PG&E Corporation. Mr. Pruett is also an officer of the Utility. They are included in the Summary Compensation Table as NEOs of PG&E Corporation.

(12)

Mr. Stavropoulos became an officer of the Utility on June 13, 2011. He is included in the Summary Compensation Table as an NEO of the Utility.

(13)

Mr. Mistry became Vice President, Chief Financial Officer, and Controller of the Utility on October 1, 2011. He is also an officer of PG&E Corporation. He is included in the Summary Compensation Table as an NEO of the Utility.

(14)

Mr. Darbee was a director of PG&E Corporation and the Utility and the Chairman, CEO, and President of PG&E Corporation through April 30, 2011. He is included in the Summary Compensation Table as an NEO of PG&E Corporation.

(15)

Mr. Rosenberg was an officer of PG&E Corporation through October 31, 2011. He is included in the Summary Compensation Table as an NEO of PG&E Corporation.

(16)

Mr. Keenan was an officer of the Utility through April 30, 2011. He is included in the Summary Compensation Table as an NEO of the Utility.

(17)

Ms. Cherry served as Vice President, Finance and Chief Financial Officer of the Utility through September 30, 2011. She is included in the Summary Compensation Table as an NEO of the Utility.

Section 16(a) Beneficial Ownership Reporting Compliance

In accordance with Section 16(a) of the Securities Exchange Act of 1934 and SEC regulations, PG&E Corporation's and the Utility's directors and certain officers, as well as persons who own greater than 10 percent of PG&E Corporation's or the Utility's equity securities, must file reports of ownership and changes in ownership of such equity securities with the SEC and the principal national securities exchange on which those securities are registered, and must furnish PG&E Corporation or the Utility with copies of all such reports that they file.

Based solely on review of copies of such reports received or written representations from certain reporting persons, PG&E Corporation and the Utility believe that during 2011 all filing requirements applicable to their respective directors, officers, and 10 percent shareholders were satisfied. No information is reported for individuals during periods in which they were not directors, officers, or 10 percent shareholders of the applicable company.

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Item No. 2:
Ratification of the Appointment of the Independent
Registered
Public Accounting Firm for PG&E Corporation and
Pacific Gas and Electric Company

The Audit Committees of PG&E Corporation and the Utility each have selected and appointed Deloitte & Touche LLP ("(“Deloitte & Touche"Touche”) as the independent registered public accounting firm for that company to audit the consolidated financial statements as of and for the year ended December 31, 2012,2015, and to audit the effectiveness of internal control over financial reporting as of December 31, 2012.2015. Deloitte & Touche is a major national accounting firm with substantial expertise in the energy and utility businesses. Deloitte & Touche has served as independent public accountants for PG&E Corporation and the Utility since 1999.

One or more representatives of Deloitte & Touche are expected to be present at the annual meetings. They will have the opportunity to make a statement if they wish and are expected to be available to respond to questions from shareholders.

PG&E Corporation and the Utility are not required to submit these appointments to a vote of their shareholders. However, the Boards of Directors have determined that it is desirable to request shareholder ratification of this selection as a matter of good corporate governance. If the shareholders of either PG&E Corporation or the Utility do not ratify the appointment, the applicable Audit Committee will investigate the reasons for rejection by the shareholders and will reconsider the appointment. Even if a company’s shareholders ratify the selection, the applicable Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of that company and its shareholders.

The Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company Unanimously Recommend a VoteFOR the Proposal to Ratify the Appointment of Deloitte & Touche.

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Information Regarding the Independent Registered
Public Accounting Firm for PG&E Corporation and
Pacific Gas and Electric Company

Fees Paid to the Independent Registered Public Accounting Firm

The Audit Committees have reviewed the audit and non-audit fees that PG&E Corporation, the Utility, and their respective controlled subsidiaries have paid to the independent registered public accounting firm (including subsidiaries and affiliates), in order to consider whether those fees are compatible with maintaining the firm'sfirm’s independence.

Table 1:Fees Billed to PG&E Corporation

(Amounts include Fees Billed to Pacific Gas and Electric Company and its Subsidiaries shown in Table 2 below)

	2014	2013
Audit Fees	$4.87 million	$4.6 million
Audit-Related Fees	$0.3 million	$0.4 million
Tax Fees	$0	$30,000
All Other Fees	$0	$0

		2011		2010
Audit Fees		$4.6 million		$4.5 million
Audit-Related Fees		$0.5 million		$0.6 million
Tax Fees		$0		$0
All Other Fees		$0		$0

Table 2:Fees Billed to Pacific Gas and Electric Company and its Subsidiaries

(Amounts are included in Fees Billed to PG&E Corporation shown in Table 1 above)

	2014	2013
Audit Fees	$4.1 million	$3.8 million
Audit-Related Fees	$0.25 million	$0.3 million
Tax Fees	$0	$30,000
All Other Fees	$0	$0

		2011		2010
Audit Fees		$3.9 million		$3.9 million
Audit-Related Fees		$0.5 million		$0.5 million
Tax Fees		$0		$0
All Other Fees		$0		$0

Audit Fees

Audit fees billed for 20112014 and 20102013 relate to services rendered by Deloitte & Touche in connection with reviews of Quarterly Reports on Form 10-Q, certain limited procedures on registration statements, the audits of the annual financial statements of PG&E Corporation and its subsidiaries and the Utility and its subsidiaries, and the audits of both PG&E Corporation'sCorporation’s and the Utility'sUtility’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.Act, and support for statutory or regulatory filings or engagements and regulators’ reviews of auditor workpapers.

Audit-Related Fees

Audit-related fees billed in 20112014 and 20102013 relate to services rendered by Deloitte & Touche for nuclear decommissioning trust audits, consultations on financial accounting and reporting standards, and required agreed-upon procedure reports related to contractual obligations of the Utility and its subsidiaries.subsidiaries, advice regarding proposed transactions, advice regarding adoption of new accounting pronouncements, training, and advice concerning internal controls surrounding new applications, systems, or activities.

Tax Fees

Tax fees billed in 2013 relate to services rendered by Deloitte Tax LLP for general tax planning and advice. Deloitte & Touche and its affiliates provided no services in this category during 2014.

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All Other Fees

Deloitte & Touche provided no services in this category during 20112014 and 2010.2013.

All Other Fees

Deloitte & Touche provided no services in this category during 2011 and 2010.

Obtaining Services from the Independent Registered Public Accounting Firm

The following section describes policies and procedures regarding how PG&E Corporation, the Utility, and their consolidated affiliates may obtain services from Deloitte & Touche and certain affiliates, including limitations on the types of services that the companies may obtain, and approval procedures relating to those services.

Annual Review and Pre-Approval of Services

For each fiscal year, the PG&E Corporation and Utility Audit Committees approve a list of services that will be obtained by the companies and their controlled subsidiaries and affiliates from the independent registered public accounting firm during that year. The Audit Committees also approve maximum fee amounts for each approved service.

Three types of services may be obtained from the independent registered public accounting firm:

(1)

"Audit services" generally include audit and review of annual and quarterly financial statements and services that only the independent registered public accounting firm reasonably can provide (e.g., comfort letters, statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC).

CATEGORY	DESCRIPTION
Audit services	Includes audit and review of annual and quarterly financial statements and services that only the independent registered public accounting firm reasonably can provide (e.g., comfort letters, statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC), and as reflected in the audit engagement letter with Deloitte & Touche.
Audit-related services	Includes assurance and related services that traditionally are performed by the independent registered public accounting firm (e.g., agreed-upon procedure reports related to contractual obligations and attest services that are not required by statute or regulation).
Tax services	Includes compliance, tax strategy, tax appeals, and specialized tax issues, all of which also must be permitted under the Sarbanes-Oxley Act.

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(2)

"Audit-related services" generally include assurance and related services that traditionally are performed by the independent registered public accounting firm (e.g., agreed-upon procedure reports related to contractual obligations and attest services that are not required by statute or regulation).

(3)

"Tax services" generally include compliance, tax strategy, tax appeals, and specialized tax issues, all of which also must be permitted under the Sarbanes-Oxley Act.

In evaluating any proposed services from the independent registered public accounting firm, the Audit Committees assess, among other things, the impact of that service on the accounting firm'sfirm’s independence.

Mid-Year Review and Approval of Additional Services

The Audit Committees also must pre-approve or ratifyapprove (1) any proposed new engagement of the independent registered public accounting firm for services that waswere not approved during the annual review process, and (2) any increase in the authorized fee amounts for services that have already have been approved.

In addition, management has adopted a policy under which PG&E Corporation, the Utility, and their controlled subsidiaries may not enter into new engagements with Deloitte & Touche and its affiliate, Deloitte Consulting, for any services other than audit services, audit-related services, and tax services that Deloitte & Touche and its affiliates are allowed to provide to Deloitte & Touche'sTouche’s audit clients under the Sarbanes-Oxley Act.

Delegation of Pre-Approval Authority

Each Audit Committee has delegated to the Committee Chair, or to any other independent Committee member if the Chair is not available, the authority to pre-approve or ratify audit, audit-related, and non-audit services provided by that company'sthe company’s independent registered public accounting firm. Any pre-approvals granted under this authority must be presented to the full Audit Committee at the next regularly scheduled Committee meeting.

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Monitoring Pre-Approved Services

During the year, management periodically updates each Audit Committee as to which of the pre-approved auditing and non-auditing services have already been provided by the independent public accounting firm.

Services Provided During 20112014 and 20102013

During 20112014 and 2010,2013, all services provided by Deloitte & Touche to PG&E Corporation, the Utility, and their controlled subsidiariesconsolidated affiliates were approved or ratified underconsistent with the applicable pre-approval procedures.

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Report of the Audit Committees

The Audit Committees ("Committees"(“Committees”) of PG&E Corporation and Pacific Gas and Electric Company ("Utility"(“Utility”) are comprised of independent directors and operate under written charters adopted by their respective Boards. The members of the Audit Committees of PG&E Corporation and the Utility are identical. At both PG&E Corporation and the Utility, management is responsible for internal controls and the integrity of the financial reporting process.

In this regard, management has assured the Committees that the consolidated financial statements of PG&E Corporation and the Utility were prepared in accordance with generally accepted accounting principles. In addition, the Committees reviewed and discussed these audited consolidated financial statements with management and the independent registered public accounting firm. The Committees also discussed with the independent registered public accounting firm matters that are required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.(PCAOB) Auditing Standard No. 16—Communications with Audit Committees.

Deloitte & Touche LLP was the independent registered public accounting firm for PG&E Corporation and the Utility in 2011.2014. Deloitte & Touche LLP provided to the Committees the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding an independent registered public accounting firm'sfirm’s communications with an audit committee concerning independence and non-audit services, and the Committees discussed with Deloitte & Touche LLP that firm'sfirm’s independence.

Based on the Committees'Committees’ review and discussions described above, the Committees recommended to the Boards that the audited consolidated financial statements for PG&E Corporation and the Utility be included in the PG&E Corporation and Pacific Gas and Electric Company Annual Report on Form 10-K for the year ended December 31, 20112014 filed with the Securities and Exchange Commission.

April 2, 2012March 25, 2015

Audit Committees of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company

Barry Lawson Williams,Forrest E. Miller, Chair
David R. Andrews
Lewis Chew
Maryellen C. Herringer
Forrest E. MillerRichard C. Kelly
Barry Lawson Williams

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Item No. 3:
Advisory Vote on Executive Compensation for
PG&E Corporation and Pacific Gas and Electric Company

PG&E Corporation and the UtilityPacific Gas and Electric Company (“Utility”) each ask their respective shareholders to considerapprove the following:

RESOLVED that the compensation paid to the company’s executive officers named in the Summary Compensation Table of this Joint Proxy Statement, as disclosed pursuant to Item 402 of Regulation S-K, in this Joint Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion, is hereby APPROVED.

PG&E Corporation and the Utility each believe that its executive compensation policies and practices are effective in tying a significant portion of pay to performance, while providing competitive compensation that attracts, retains, and retainsmotivates talented personnel,executives, and aligningaligns the interests of our executive officers' interestsofficers with shareholder interests.those of our shareholders.

In establishing PG&E Corporation'sCorporation’s officer compensation programs for 20112014 (which also cover officers of the Utility), the PG&E Corporation Compensation Committee established three objectives. These objectives, and how these objectives were met for 2011,2014, are discussed in the Compensation Discussion and Analysis ("(“CD&A"&A”), which can be found immediately following this Item No. 3. These objectives are summarized below.

•

A significant portion of every officer's compensation should be tied directly to PG&E Corporation's performance, without promoting excessive risk-taking.

With the exception of base salary, all elements of annual officer compensation are tied to corporate operational and/or financial performance and, therefore, provide a direct connection between compensation and performance in both the achievement of key operating results and long-term shareholder value. For Anthony F. Earley, Jr. and Peter A. Darbee (each of whom served as the CEO of PG&E Corporation during a portion of 2011), approximately 88 percent and 84 percent of 2011 target compensation, respectively, was tied to corporate performance. For the other named executive officers listed in the Summary Compensation Table other than Mr. Cox, more than 75 percent of 2011 target average compensation was tied to corporate performance. Mr. Cox, PG&E Corporation's lead director, served as interim Chairman, CEO, and President of PG&E Corporation after Mr. Darbee's retirement and prior to Mr. Earley's appointment. His compensation during that period reflected the interim nature of his appointment and primarily consisted of a monthly fee.

FWC conducted an independent review of PG&E Corporation's incentive compensation programs, and concluded that executive incentive compensation plans were reasonably well-aligned with compensation design principles, and that the compensation risk from incentive plans is low.

•

Target cash compensation (base salary and target short-term incentive) should be competitive with median target cash compensation for comparable officers in the Pay Comparator Group.

Target cash compensation for 2011 generally was within a range of 15 percent above to 15 percent below the corresponding measure for companies in the Pay Comparator Group (see the section entitled "Benchmarking Details—Pay Comparator Group and Performance Comparator Group" in the CD&A for a discussion of the Pay Comparator Group).

•

A significant component of officer compensation should be tied to PG&E Corporation's long-term performance for shareholders, in the form of long-term incentive awards.

The 2011 LTIP awards were comprised equally of restricted stock units ("RSUs") and performance shares, except that Mr. Earley and Mr. Darbee each received 40 percent RSUs and 60 percent performance shares. RSU awards vest over a four-year period, and their value is tied directly to the price of PG&E Corporation common stock. Performance shares vest, if at all, at the end of a three-year period, and their value is tied to the relative three-year performance of PG&E Corporation common stock as compared to the stock performance of companies in the

●	A significant portion of every officer’s compensation should be tied directly to PG&E Corporation’s performance,without promoting excessive risk-taking. With the exception of base salary, all elements of annual officer compensation are tied to corporate operationaland/or financial performance and, therefore, provide a direct connection between compensation and performancein both the achievement of key operating results and long-term shareholder value. For Anthony F. Earley, Jr., thePG&E Corporation Chief Executive Officer (“CEO”), approximately 88 percent of 2014 target compensation wastied to corporate performance. For the other named executive officers listed in the Summary Compensation Table,approximately 76 percent of average 2014 target compensation was tied to corporate performance.
	The Compensation Committee’s independent compensation consultant, Pay Governance, LLC has advised that thereare no material issues regarding PG&E Corporation’s and the Utility’s executive compensation programs, and that thedesign of the companies’ incentive pay plans pose a low likelihood of incentivizing employees to engage in behaviorsthat are likely to have an adverse material impact on the company.
●	A significant component of officer compensation should be tied to PG&E Corporation’s long-term performance forshareholders, in the form of long-term incentive awards.
	The annual long-term incentive awards for 2014 were comprised equally of restricted stock units (“RSUs”) andperformance shares. RSU awards vest over a three-year period, and their value is tied directly to the price of PG&ECorporation common stock. Performance shares granted in 2014 vest, if at all, at the end of a three-year period, andtheir value is tied to the relative three-year performance of PG&E Corporation common stock price appreciation anddividends paid, or total shareholder return (“TSR”), as compared to the TSR of companies in the 2014 PerformanceComparator Group.
●	Target cash compensation (base salary and target short-term incentive) should be competitive with the mediantarget cash compensation for comparable officers in the 2014 Pay Comparator Group.
	Target cash compensation for 2014 generally was within a range of 15 percent above to 15 percent below thecorresponding market median for companies in the 2014 Pay Comparator Group.

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Performance Comparator Group (see the section entitled "Benchmarking Details—Pay Comparator Group and Performance Comparator Group" in the CD&A for a discussion of the Performance Comparator Group). Mr. Earley's and Mr. Darbee's 2011 LTIP awards contained a greater proportion of performance shares in order to tie more of their compensation directly to PG&E Corporation's long-term performance for shareholders.

This vote is non-binding and is required by Section 14A of the Securities Exchange Act of 1934. PG&E Corporation and the Utility each currently plan to submit this vote to shareholders again in connection with next year'syear’s annual shareholder meeting. If the shareholders of either company do not approve this proposal, the PG&E Corporation Compensation Committee and members of management will investigate the reasons for such rejectiondisapproval and will consider those reasons when developing future executive compensation programs, practices, and policies.

The Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company Unanimously Recommend a VoteFOR This Proposal to Approve the Compensation of Each Company'sCompany’s Executive Officers Named in the Summary Compensation Table, as Described in This Joint Proxy Statement.

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Compensation Discussion and Analysis ("(“CD&A"&A”)

This section explainsThe purpose of this CD&A is to explain the compensation philosophy for PG&E Corporation and the Utility,Pacific Gas and describesElectric Company (“Utility”), and describe the design and operation of compensation programs for the named executive officers (“NEOs”) listed in the Summary Compensation Table, or "NEO's."Table. Their compensation is disclosed in the tables following this CD&A.&A, including the Summary Compensation Table.

Corporate Financial Performance

In 2011,2014, PG&E Corporation'sCorporation’s earnings per share from operations were $3.58,$3.50⁽¹⁾ as compared to $3.42$2.72 per share for 2010.2013. This represents a 4.728.7 percent increase compared to 20102013 but was belowwithin the guidance range of $3.65$3.45 to $3.80$3.55 that PG&E Corporation provided in the company provided at the beginningfourth quarter of 20112014 with respect to 20112014 earnings per share from operations.

The companies'companies’ financial and operational performance for 20112014 resulted in a calculated payout level of 60.7135.2 percent of target under the Short-Term Incentive Plan ("STIP"(“STIP”), which measures financial and operating performance on an annual basis. Please refer to the "2011“2014 STIP Structure and Results"Results” section of this CD&A for information regarding the companies'companies’ financial and operational performance results as they relate to the STIP.

PG&E Corporation'sCorporation’s financial performance for the three-year period from 20092012 to 2011 also2014 determined vesting and the payout percentage for performance shares granted in 20092012 under the PG&E Corporation 2006 Long-Term Incentive Plan ("LTIP"(“2006 LTIP”). Performance for these purposes was determined by comparing PG&E Corporation's total shareholder return ("TSR"Corporation’s Total Shareholder Return (“TSR”) for the three years ended December 31, 20112014 to that of its 2012 Performance Comparator Group of companies (see the section entitled "Benchmarking Details—Pay Comparator Group and Performance Comparator Group" in this CD&A for a discussion of the Performance Comparator Group).companies.

---

(1)

PG&E Corporation discloses historical financial results and bases guidance on "earnings from operations" in order to provide a measure that allows investors to compare the underlying financial performance of the business from one period to another, exclusive of items that management believes do not reflect the normal course of operations. Earnings from operations are not a substitute or alternative for income available for common shareholders presented in accordance with GAAP (see Exhibit A at the end of this CD&A for a reconciliation of results based on earnings from operations to results based on income available for common shareholders in accordance with GAAP).

For the performance period January 1, 20092012 through December 31, 2011,2014, PG&E Corporation'sCorporation’s TSR ranked 11th9th in comparison to these companies. As a result, payment was made with respect to 35 percent of the performance shares granted in 20092012.

Mr. Earley received a performance share award upon his hire on September 13, 2011 that had a performance period of September 13, 2011 through September 13, 2014. For that period, PG&E Corporation’s TSR ranked 11th in comparison to the 2011 comparator companies. As a result, the performance shares did not meet the minimum threshold performance level, and no payouts were made in 2012 with respect to these performance shares.

Corporate Governance and Compensation DevelopmentsHighlights for 2014

The PG&E Corporation Compensation Committee ("Committee"(“Committee”) or the PG&E Corporation and Utility Boards of Directors (upon the Committee'sCommittee’s recommendation) have adopted certain new programs, practices, and policies that reflect the Committee'sCommittee’s and the Boards’ continuing commitment to align to best practices and its commitment to sound corporate governance.governance and compensation policies that are consistent with leading market practices. Examples of recent changes before 2011 that PG&E Corporation hasenhancements made to its executive compensation programs includesince the usebeginning of tally sheets for NEOs, increased stock ownership guidelines (including adoption2014 include:

●	The Committee conducted a periodic review of its independent compensation consultant, and as a result of that review, retained Pay Governance LLC, a consulting firm with experience in advising regulated utilities, as its new independent executive compensation consultant.
●	The Committee added two companies (based on business model and market capitalization) to the Performance Comparator Group, bringing the total number of peers in the 2015 Performance Comparator Group to 14 companies. The Performance Comparator Group is used to compare PG&E Corporation’s relative TSR.

____________________

(1)

PG&E Corporation discloses historical financial results and bases guidance on “earnings from operations” in order to provide a measure that allows investors to compare the underlying financial performance of the business from one period to another, exclusive of items that management believes do not reflect the normal course of operations. Earnings from operations are not a substitute or alternative for income available for common shareholders presented in accordance with Generally Accepted Accounting Principles (“GAAP”) (see Exhibit A at the end of this CD&A for a reconciliation of results based on earnings from operations to results based on income available for common shareholders in accordance with GAAP).

Table of a policy requiring retention of 50 percent of net earned equity awards until the guidelines are met), implementation of the Executive Incentive Compensation Recoupment Policy (or clawback policy), and a policy against granting additional years of credited service under the PG&E Corporation Supplemental Executive Retirement Plan.Contents

●

The PG&E Corporation Board of Directors and the Corporation’s shareholders approved the PG&E Corporation 2014 Long-Term Incentive Plan (“2014 LTIP”). As compared to the 2006 LTIP, the 2014 LTIP (1) added a shareholder-approved dollar limit on non-employee director awards, (2) amended the definition of “change in control” to (a) require “consummation” of the sale lease, exchange, or other transfer of substantially all of PG&E Corporation’s assets (shareholder approval, alone, would not trigger a change in control), and (b) change to 30 percent (from 20 percent) the percentage of voting power that one entity must obtain to trigger a change in control, and (3) requires that upon a change in control, non-employee director awards vest only if the non-employee director also is terminated other than due to resignation (these awards no longer vest solely on the occurrence of the change in control).

In 2011, the Committee amended the Officer Severance Policy to eliminate excise tax gross-ups on severance payments made in connection with a change in control.

In February 2012, based on a review of best practices, the PG&E Corporation Board modified the officer severance program to generally reduce the benefits payable in the event of a termination without cause (both before and after a change in control).

EachWhere appropriate, each of these initiatives is discussed in more detail throughout this CD&A.

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Information in the CD&A

This CD&A discusses the compensation for 2011 that was awarded to, earned by, or paid to the following current and former executive officers of PG&E Corporation and the Utility whose compensation is reported in the tables in this Joint Proxy Statement. In 2011, the NEOs of both PG&E Corporation and the Utility changed. The section of this CD&A entitled "Compensation Decisions in Connection with Individuals Who Became NEOs or Who Separated from Service as NEOs During the Year" provides further information with regard to the NEOs who became NEOs during the year or separated from service as NEOs during the year, as well as compensation actions taken in connection with these transitions.

Named Executive Officers of PG&E Corporation for 20112014

●	Anthony F. Earley, Jr.—Chairman, CEO, and President, PG&E Corporation
●	Christopher P. Johns—President, Pacific Gas and Electric Company
●	Kent M. Harvey—Senior Vice President and Chief Financial Officer, PG&E Corporation, and Senior Vice President, Financial Services, Pacific Gas and Electric Company
●	Hyun Park—Senior Vice President and General Counsel, PG&E Corporation
●	John R. Simon—Senior Vice President, Human Resources, PG&E Corporation and Pacific Gas and Electric Company

Executive Officer as of December 31, 2011

•

Anthony F. Earley, Jr.—Chairman, CEO, and President, PG&E Corporation (as of September 13, 2011)

•

Christopher P. Johns—President, Pacific Gas and Electric Company

•

Kent M. Harvey—Senior Vice President and Chief Financial Officer, PG&E Corporation, and Senior Vice President, Financial Services, Pacific Gas and Electric Company

•

Hyun Park—Senior Vice President and General Counsel, PG&E Corporation

•

Greg S. Pruett—Senior Vice President, Corporate Affairs, PG&E Corporation and Pacific Gas and Electric Company

Not An Executive Officer as of December 31, 2011

•

Peter A. Darbee—Former Chairman, CEO, and President, PG&E Corporation (through April 30, 2011)

•

C. Lee Cox—Former interim Chairman, CEO, and President, PG&E Corporation (from May 1 to September 12, 2011)

•

Rand L. Rosenberg—Former Senior Vice President, Corporate Strategy and Development, PG&E Corporation (through October 31, 2011)

Named Executive Officers of Pacific Gas and Electric Company for 20112014

Executive Officer as of December 31, 2011

Messrs. Earley, Johns, Harvey, and HarveyPark are considered NEOs of the Utility, as well as being NEOs of PG&E Corporation. In addition, the NEOsUtility. The other NEO of the Utility for 2011 include:2014 is:

•

●	Dinyar B. Mistry—Vice President, Chief Financial Officer, and Controller

Nickolas Stavropoulos—Executive Vice President, Gas Operations (as of June 13, 2011)

•

Dinyar B. Mistry—Vice President, Chief Financial Officer, and Controller (Chief Financial Officer as of October 1, 2011)

Not An Executive Officer as of December 31, 2011

•

John S. Keenan—Former Senior Vice President and Chief Operating Officer, Pacific Gas and Electric Company (through April 30, 2011)

•

Sara A. Cherry—Former Vice President, Finance and Chief Financial Officer, Pacific Gas and Electric Company (through September 30, 2011)

20112014 Officer Compensation Program Objectives

The Committee established its officer compensation program for 20112014 to meet three primary objectives:

•

Performance-Based Pay—A significant component of every officer's total compensation is at risk in both short-term and long-term performance-based pay. These awards will reflect short- and long-term performance against financial, operational, and strategic goals, and long-term shareholder returns, without promoting excessive risk-taking.

•

Shareholder Alignment—A significant component of every officer's compensation should be tied directly to PG&E Corporation's performance for shareholders in the form of long-term incentive awards. Performance is defined as total shareholder return (TSR), which is measured by stock price appreciation and dividends paid. The terms of the performance-based long-term incentive awards are designed to track PG&E Corporation's TSR relative to companies in the Performance Comparator Group.

•

Market-Competitive Compensation Levels—Target cash compensation (base salary and target short-term incentive) should be competitive with the median target cash compensation for comparable officers in the Pay Comparator Group.

●	Performance-Based Pay—A significant portion of total compensation is at risk based on PG&E Corporation andindividual performance. Short- and long-term incentives reflect safety, customer, operational, and financial goals, andlong-term shareholder returns, without promoting excessive risk-taking.
●	Shareholder Alignment—A significant component of every officer’s compensation is tied directly to PG&ECorporation’s performance for shareholders. Performance is defined as TSR, measured by stock price appreciation anddividends paid, relative to companies in the Performance Comparator Group.
●	Market-Competitive Compensation Levels—Target cash compensation (base salary and short-term incentive) shouldbe competitive with the median target cash compensation for comparable officers in the Pay Comparator Group.

PG&E Corporation's 2011Corporation’s and the Utility’s 2014 compensation policies and practices described below and elsewhere in this Joint Proxy Statement are designed to meet these objectives. These objectives are largely unchanged from 2010.2013.

What AreThe Committee also considers shareholder advisory votes as part of its review of executive compensation programs and practices. In May 2014, PG&E Corporation’s and the ComponentsUtility’s shareholders approved the companies’ NEO compensation for 2013 with votes of 89.6 percent and 99.8 percent, respectively. The Committee considered these results and, given the 2011strong level of shareholder support, made no material changes to compensation policies in 2014.

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2014 Officer Compensation Program?Program

Total annual compensation for NEOs includes:included:

•

base salary,

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•

annual cash incentive under the STIP, and

•

the value of equity awards granted under the LTIP.

●	Base salary,
●	Annual cash incentive under the STIP, and
●	The value of equity awards granted under the 2006 LTIP.

The following charts illustrate the percentage of target 20112014 compensation allocated to base salary, short-term incentives, and long-term incentives for the PG&E Corporation CEO and for the other NEOs on average. (Short-term incentives are shown at target payout levels, and long-term equity incentives are shown at 100 percent payout.)

2011 PG&E Corporation CEO Target Compensation—Earley

2011 PG&E Corporation CEO Target Compensation—Darbee

Average 2011 Target Compensation for Other NEOs

2014 PG&E Corporation CEO Target Compensation—Earley		Average 2014 Target Compensation—Other NEOs

The Committee believes that these proportions of base salary relative to target short-term and long-term incentives provide the right mix to attract, retain, and motivate officers with the necessary skills and experience for the development and successful operation of PG&E Corporation'sCorporation’s and the Utility’s businesses. They also provide a direct connection between compensation and performance in both the achievement of key operating results and long-term shareholder value, as more fully described below.

A greater portion of the PG&E Corporation CEO's 2011CEO’s 2014 target compensation is tied to the long-term performance of the company,PG&E Corporation, which the Committee believes is appropriate given the CEO'sCEO’s role.

How Was 2011 Officer Compensation Alignedpaid to the NEOs was consistent with the types and forms of compensation provided during 2014 to all executive officers of the companies.

2014 NEO Compensation Competitive Market?Market Review

For 2011,2014, the Committee used (1) a Pay Comparator Group of publicly traded gas and electric utilities to evaluate market practice and assess PG&E Corporation'sCorporation’s and the Utility'sUtility’s competitive pay position, and (2) a general industry comparator group of companies having a revenue and market capitalization scope similar to that of PG&E Corporation.position. All elements of total direct pay (base pay and short- and long-term incentive targets) for all officersthe NEOs (other than Mr. Simon) were compared individually and in the aggregate to the 2014 Pay Comparator Group. Comparisons alsoFor Mr. Simon, comparisons were made to the general industry comparator group for officers whosedata, as his job scope and skills are easily transferable to other industries, such as officers responsible for corporate support functions.industries. Additional details regarding the 2014 Pay Comparator Group, the general industry comparator group,data, and the 2014 Performance Comparator Group (used to determine payouts under the performance shares) can be found beginning on pages 52 and 53page 48 under "Benchmarking“Benchmarking Details—Pay Comparator Group and Performance Comparator Group."”

The Committee does not adhere strictly to formulas or survey data to determine the actual mix and amounts of compensation. The Committee considers various additional factors, including each NEO'sNEO’s scope of responsibility and organizational impact, experience, and performance, as well as PG&E Corporation'sCorporation’s and the Utility’s overall financial and operating results. This flexibility is important in supporting the overall pay-for-performance philosophy and in meeting the Committee'sCommittee’s objectives of attracting, retaining, and motivating a talented executive leadership team.

During At the last quarter of fiscal year 2010,Committee’s request, the PG&E Corporation CEO reviews with the Committee reviewed a market analysis conducted bythe performance of the other NEOs, and may recommend

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adjustments, if any, in base pay, annual incentive awards, and LTIP awards for those other NEOs. The Committee gives these recommendations appropriate weight, but may exercise its independent compensation consultant, Frederic W. Cook & Co., Inc. ("FWC"),discretion to accept, reject, or modify the CEO’s recommendations based on the Committee members’ collective assessment of each NEO's compensation level for 2010 in order to determine whether to adjust any NEO'sthe NEOs’ performance and pay for 2011. position, as well as PG&E Corporation’s overall financial and operating performance.

In February 2011,2014, the Committee (and the independent members of the PG&E Corporation and Utility Boards in the case of Mr. DarbeeEarley and Mr. Johns, respectively), in consultation with the Committee’s independent compensation consultant at that time, Frederic W. Cook & Co., Inc. (“FWC”), approved the base salaries, target short-term incentive opportunities, and long-term incentives for NEOs effective March 1, 2011.2014. Additional information regarding FWC is provided in the section entitled “Executive Compensation-Setting Process,” which begins on page 18.

In setting 20112014 compensation levels, base pay and short-term incentive targets were aligned with the market median. In connection with adopting a new Pay Comparator Group for 2011 (described below on pages 52 and 53), the Committee also approved a

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change in its targeted market position for 2011 base pay and short-term incentive targets to the 50th percentile (median) compensation levels of the new Pay Comparator Group (consisting of the companies listed on the Philadelphia Utility Index), rather than the market average. This change was recommended by FWC and reflects the prevalent market practice.

Target annual LTIP award values arefor 2014 were designed to (1) provide LTIP payouts that are commensurate with PG&E Corporation'sCorporation’s TSR performance as compared to the 2014 Performance Comparator Group of companies, and (2) deliver long-term incentive compensation at approximately the 75th60th percentile level of the 2014 Pay Comparator Group, only upon achievement of 75th60th percentile TSR performance as compared to the 2014 Performance Comparator Group. If the company'sPG&E Corporation’s TSR performance wereis at the 50th percentilemedian level of the 2014 Performance Comparator Group, LTIP payouts would be realized at approximately the 50th percentile level of the Pay Comparator Group.participants will realize a payout below target award values. Actual LTIP amounts realized by NEOs depend on companyPG&E Corporation performance, as measured by stock price and relative TSR performance as compared to the 2014 Performance Comparator Group.

Components of 2014 Officer Compensation

Base Salary

For NEO compensation, the base salary component falls within a range of 12 percent to 4042 percent of target total compensation, depending on officer level.

This is consistent with the Committee'sCommittee’s objective of tying a significant componentportion of every NEO'sNEO’s compensation directly to PG&E Corporation'sCorporation’s performance for shareholders through short-term and long-term incentives.

For 2011,2014, the Committee approved a base salary increase budget of 3 percent. Base pay increases to NEOs totaled 2.9 percent. The comparative data indicated that the companies in the Pay Comparator Group expected to provide officers a 2.83 percent average salary increase in 2011.2014.

In the case of NEOs, base pay at PG&E Corporation and the Utility is generally within a range of between 15 percent above and 15 percent below (the "15“15 percent band"band”) the median base pay of the appropriate benchmark position in the Pay Comparator Group at the time of benchmarking. The Committee believes that this level of comparability to the market is appropriate and consistent with theits pay philosophy of aligning compensation with market median, while taking into consideration factors other factors relative tothan market data in establishing individual pay levels.

Short-Term Incentives

The Short-Term Incentive Plan (STIP)STIP is an at-risk component of pay. NEOs and other eligible employees may earn annual performance-based cash incentive compensation under the STIP based on achievement of financial and operational goals approved by the Compensation Committee.Committee and an individual executive’s achievements for the year. The Compensation Committee retains complete discretion to determine and pay all STIP awards to NEOs and other eligible employees. This includes discretion to reduce the final score on any and all measures downward to zero.

STIP payments are calculated by multiplying an individual's target STIP award (measured as a percentage of base salary that varies by officer level, or the "participation rate") by the overall STIP performance score. The STIP performance score is the overall score for performance on each of the STIP measures, and can range from zero if minimum performance goals are not met to 2.0 if maximum performance goals (for both financial and operational measures) are met.

For 2011, the Committee approved NEO participation rates that ranged from 45 percent to 100 percent of base salary (the 100 percent participation rate applies only to the CEO of PG&E Corporation). This range is within the 15 percent band of the Pay Comparator Group's median annual incentive participation rates. For 2011, NEO participation rates remained the same as 2010.

20112014 STIP Structure and Results

UnderFor 2014, the 2011 STIP structure, 50 percent of the overall STIP performance score was based on PG&E Corporation'scorporate financial performance, as measured by "earnings from operations," described at the beginning of this CD&A. PG&E Corporation believes that using earnings from operations as the STIP metric for corporate financial performance gives executives line of sight to key financial drivers in the business.

The Committee adopted threshold, target, and maximum STIP financial performance goals that correspond to STIP financial performance scores ranging from 0.5 to 2.0. The goals were based on 2011 budgeted earnings from operations that were consistent with financial guidance originally provided to investors at the beginning of 2011. To meet the threshold STIP financial performance goal, actual 2011 earnings from operations had to be at least 95 percent of budgeted earnings from operations. To meet the target goal, actual 2011 earnings from operations had to be equal to budgeted earnings from operations. To meet the maximum goal, actual 2011 earnings from operations

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had to be at least equal to 105 percent of budgeted earnings from operations. During the fourth quarter of 2011, PG&E Corporation publicly disclosed that its 2011 earnings per share from operations were forecast to be lower than the guidance previously provided. Although financial guidance was adjusted downward, the STIP financial performance goals remained the same. Based on actual 2011 earnings from operations of $1.44 billion, the Committee determined that the 2011 STIP corporate financial performance met the threshold goal but did not meet the target goal. (For a reconciliation of financial results based on earnings from operations to financial results reported in accordance with GAAP, see Exhibit A to this CD&A.) The resulting STIP financial performance score was0.695. With a 50 percent weighting, this contributed0.348 to the total 2011 STIP score.

The remaining 50 percent of the total 2011 STIP score was based on PG&E Corporation's performance against key operational objectives that were designed to incent the delivery of safe, reliable, and exceptional service to customers. The relative weightings, 2011 target goals, and 2011 actual results for each operational objective were:

Performance Measure		Relative Weight		2011 Target Goal (1.0)			2011 Results (on 0 to 2.0 scale)
Operational Excellence Index		25%			1.0		0.891
Customer Satisfaction and Brand Health Survey Index		15%			75.3		0.000
Employee Engagement Index		5%			69.59		0.000
Environmental Leadership Index		5%			1.0		0.730
Total Weightings:		50%					0.259

TheOperational Excellence Index is a composite of categories outlined below. Overall, these metrics provide a balanced view on electric reliability, gas reliability, and safety. A higher index score indicates better performance in operational excellence.

1.

System Average Interruption Frequency Index ("SAIFI")—20% weight



2.

Customer Average Interruption Duration Index ("CAIDI")—20% weight



3.

Gas Emergency Response—10% weight



4.

Gas Transmission and Distribution Leak Survey Quality—10% weight



5.

Occupational Safety and Health Administration ("OSHA") Recordable Rate—30% weight



6.

Motor Vehicle Incident Rate—10% weight

SAIFI is a measure of the frequency that customers experience electrical outages.CAIDI is a measure of the average duration of electrical outages.Gas Emergency Response indicates how often calls that require immediate response are responded to within one hour. TheGas Transmission and Distribution Leak Survey Quality metric is a composite that measures both the quality of gas leak survey assessments and the number of those assessments. TheOSHA Recordable Rate measures the number of OSHA Recordable incidents (injuries, illnesses, or exposures). In general, an injury must result in medical treatment beyond first aid or result in work restrictions, death, or loss of consciousness to be OSHA Recordable. The rate measures how frequently OSHA Recordable incidents occur for every 200,000 hours worked, or for approximately every 100 employees per year. TheMotor Vehicle Incident Rate measures the number of chargeable motor vehicle incidents per 1 million miles driven. A chargeable incident is one where the employee-driver could have prevented an incident, but failed to take reasonable steps to do so.

TheCustomer Satisfaction and Brand Health Index is a combination of a Customer Satisfaction score, which has a 75 percent weighting, and a Brand Favorability score, which has a 25 percent weighting. TheCustomer Satisfaction score is a measure of overall satisfaction with the Utility's operational performance in delivering services such as reliability, pricing of services, and customer service experience. TheBrand Favorability score is a measure of the overall favorability toward the Utility's brand. It measures the emotional connection that customers have with the brand and is based on assessing perceptions regarding the Utility's images, such as trust, heritage, and social responsibility. The Customer Satisfaction and Brand Health Index measures residential, small business, and medium business customer perceptions, with weightings of 60 percent for residential customers and 40 percent for business customers. A higher index score indicates better performance in customer satisfaction and brand health. The year-end score is the average result of four quarterly surveys conducted by an independent third party.

TheEmployee Engagement Index is derived by averaging the percent favorable responses to eight survey items included in the annual employee Premier

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Survey conducted by an independent third party. A higher score indicates better performance in employee engagement.

TheEnvironmental Leadership Index is composed of equally weighted scores for two factors: Environmental Compliance and Operational Footprint. TheEnvironmental Compliance score is determined by the number of notices of violation that the Utility receives resulting from agency inspections. TheOperational Footprint score measures reductions in energy and water use, and the increase in the diversion of solid waste at company facilities. A higher index score indicates better performance in environmental leadership.

The combined 2011 operational performance results yielded a combined 2011 STIP operational performance score of 0.259. This score was combined with the corporate financial performance score of 0.348 to yield an overall 2011 STIP score of0.607.

2011 STIP Payments to Current, Interim, and Former CEOs of PG&E Corporation

Although Mr. Earley was eligible for a prorated 2011 STIP payment, he elected to forgo receiving this payment because he had joined PG&E Corporation in September 2011 and was with the company for only a portion of the STIP performance period. While Mr. Cox served as interim CEO of PG&E Corporation, he was not an employee and, therefore, was not eligible to participate in the STIP. No 2011 STIP payment was made to Mr. Darbee.

2012 STIP Structure

The STIP continues to be an important component of at-risk pay. The Committee has approved a STIP structure for 2012 that puts a greater emphasis oncontinued PG&E Corporation’s and the achievement of operational performance goals and, in particular,Utility’s focus on improving public and employee safety. As a resultcustomer safety and customer satisfaction. Weightings remained unchanged from 2013, with achievement of this shift in emphasis, the extent to which safety goals are met will haveat a 40 percent weighting, the extent to which goals relating toachievement of customer satisfaction are met will havegoals at a 3035 percent weighting, and the weighting for the achievement of corporate financial performance targets has been reduced from 50at a 25 percent to 30 percentweighting.

Table of the total STIP score.Contents

2012 STIP Goal Component		Safety		Customer		Financial
Weighting		40%		30%			30%

The 2012 STIP score for safety will be basedcomponent was structured to provide a strong focus on the safety of employees, customers, and communities. It was made up of four subcomponents: (1) Nuclear Operations Safety, (2) Electric Operations Safety, (3) Gas Operations Safety, and (4) Employee Safety. The safetycustomer satisfaction measures were designed to incent employees to be more responsive to our customers’ needs. As in prior years, corporate financial performance was measured by PG&E Corporation’s actual earnings from operations compared to budget.

Each STIP measure has a threshold, target, and maximum level of performance used to arrive at a score ranging from zero to 2.0 for that measure. Performance below the minimum performance level, or threshold, results in a zero score. Performance at the threshold results in a STIP score of 0.5. Target performance results in a STIP score of 1.0, and performance at or above the maximum established level results in a score of 2.0. A score of 1.0 provides 100 percent of an executive’s target payout. Performance at the threshold and maximum levels delivers 50 percent and 200 percent of targeted payout, respectively.

The STIP overall performance score is the sum of the Utility's nuclear power generation willweighted cumulative scores for performance on each of the STIP measures.

An NEO’s final STIP score also may be measuredincreased or decreased by an individual performance modifier, which can range from 0 percent to 150 percent. The individual performance modifier is determined by the year-endCommittee based upon the CEO’s assessment of an executive’s performance, or the Committee’s assessment in the case of the CEO’s performance, for the year.

For 2014, the measures and related weightings, thresholds, targets, maximums, and results for calculating the STIP performance score determined bywere as follows:

2014 STIP Measures	Weight			Threshold	Target	Maximum	Result	Score	Weighted Average Score
SAFETY COMPONENT (40%)
Nuclear Operations Safety
Diablo Canyon Power Plant Performance Indicator
Unit 1 Performance Indicator		4%		90.0	94.0	98.0	84.220	0.000		0.000
Unit 2 Performance Indicator		4%		83.0	88.0	93.0	84.430	0.643		0.026
Electric Operations Safety
Transmission and Distribution (T&D) Wires Down		4%		2,700	2,400	2,250	2,615	0.642		0.026
911 Emergency Response		4%		92.2%	93.6%	95.0%	94.10%	1.357		0.054
Gas Operations Safety
Gas Dig-ins Reduction		4%		2.74	2.60	2.47	2.42	2.000		0.080
Gas Emergency Response		4%		21.3	21.0	20.0	19.95	2.000		0.080
Employee Safety
Lost Workday Case Rate		8%		0.310	0.271	0.245	0.376	0.000		0.000
Serious Preventable Motor Vehicle Incident (SPMVI)               Rate		8%		0.235	0.221	0.214	0.381	0.000		0.000
CUSTOMER SATISFACTION COMPONENT (35%)
Customer Satisfaction Score		10%		75.5	75.7	76.0	76.5	2.000		0.200
In-Line Inspection and Upgrade Index		5%		0.500	1.000	2.000	1.560	1.560		0.078
System Average Interruption Duration Index (SAIDI)		10%		116.8	115.0	108.5	110.21	1.737		0.174
Gas Asset Mapping Duration		5%		34	32	30	28.93	2.000		0.100
Execute Gas Pipeline Safety Work Index		5%		0.500	1.000	2.000	0.920	0.920		0.046
FINANCIAL COMPONENT (25%)
Earnings from Operations (in millions)		25%		95% of Budget	Budget	105% of Budget	$1,647.17	1.953		0.488
		100%								1.352

Table of Contents

The measures in the foregoing table are defined below.

Diablo Canyon Power Plant Performance Indicator—Year-end score of 12 performance indicators reported to the Institute of Nuclear Power Operations. The safety ofOperations for the Utility's electric operations will be measured by (1) the numberUtility’s Diablo Canyon Power Plant Units 1 and 2.

Transmission and Distribution (T&D) Wires Down—Number of unplanned sustained outage events that involveinvolving at least one downed overhead electric transmission or primary distribution conductor, and (2) how quicklyconductor.

911 Emergency Response—Percentage of time that Utility employees relievepersonnel are on site within 60 minutes after receiving a 911 personnel at the sitecall of a potential Utility electric hazard. The safety

Gas Dig-ins Reduction—Number of the Utility's naturalthird-party dig-ins to gas operations will be measured by (1) the numberassets per 1,000 Underground Service Alert tickets.

Gas Emergency Response—Average response time in minutes to an immediate response gas emergency order.

Lost Workday Case Rate—Number of leak repairs completed by year-end, and (2) the timeliness of on-site responses to emergency service calls. Employee safety will be measured by (1) the number of Lost Workdaylost workday cases incurred per 200,000 hours worked (or for approximately every 100 employees), and (2) the.

Serious Preventable Motor Vehicle Incident Rate. A Lost Workday case is a current year OSHA Recordable incident(SPMVI) Rate—Number of SPMVIs occurring that has resulted in at least one lost workday.the driver could have reasonably avoided, per 1 million miles driven.

The 2012 STIP score related to customer satisfaction will be based on three equally weighted metrics: (1) the overallCustomer Satisfaction Score—Overall satisfaction of customers with the products and services offered by the Utility, as measured through a quarterly survey, (2) how quickly gas asset information is entered intosurvey.

In-Line Inspection and Upgrade Index—Index measuring the Utility's gas mapping system after a gas project is completed,Utility’s ability to complete planned in-line inspections and (3) the average duration of electricity outages experienced by all customers served, as measured by the pipeline retrofit projects.

System Average Interruption Duration Index ("SAIDI")(SAIDI)—Total time that the average customer is without electric power during a given time period (measured in number of minutes).

AsGas Asset Mapping Duration—Number of days required to update jobs in prior years,the mapping system after construction completion.

Execute Gas Pipeline Safety Work Index—Index measuring the efficient completion of committed work for Gas Pipeline Safety programs.

Earnings from Operations (EFO)—PG&E Corporation’s actual earnings from operations, excluding items impacting comparability compared to budget. The measurement is non-GAAP. Please see Exhibit A for a reconciliation of PG&E Corporation’s earnings from operations to income available for common shareholders in accordance with GAAP.

Individual Awards Determination

STIP cash awards to NEOs are calculated as follows:

1.	Determine the executive’s individual participation rate, which is the NEO’s base salary earned during the year multiplied by the individual’s STIP target percentage.
2.	Calculate the overall enterprise-wide STIP performance score, which can range from 0 to 2.0 and is calculated based on final results compared to the threshold, target, and maximum of each weighted measure.
3.	Multiply the participation rate by the performance score to determine the 2014 calculated company award.
4.	Multiply the 2014 calculated company award by the NEO’s individual performance modifier.
5.	The Committee (and the independent members of the PG&E Corporation and Utility Boards of Directors in the case of the CEO and the President of the respective companies) approves all final awards and has discretion to adjust all STIP awards.

Table of Contents

For 2014, the Committee approved NEO participation rates that ranged from 45 percent to 120 percent of base salary (the 120 percent participation rate applies only to the PG&E Corporation CEO). This range is within the 15 percent band of the Pay Comparator Group’s median annual incentive participation rates.

For 2014, STIP awards for the NEOs ranged from 90 percent to 125 percent of the 2014 calculated company award when adjusted for individual performance. The final awards for 2014 were paid to each of the NEOs in March 2015 and are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 52.

2015 STIP Structure

The Committee approved a STIP structure for 2015 that remains focused on improving public and customer safety and customer satisfaction. The weighting for the safety component increased to 50 percent from 40 percent. The Gas In-Line Inspection and Upgrade Index moved from the Customer Satisfaction component to Safety, better reflecting the measure’s focus, and its weight increased from 5 percent to 6 percent. The four other Gas and Electric Operations Safety measures’ weights were increased by 1 percent to 5 percent each. Weighting of the Customer Satisfaction component decreased from 35 percent to 25 percent, reflecting the Gas In-Line Inspection and Upgrade Index move, along with the elimination of the Gas Asset Mapping Duration and Gas Pipeline Safety Work Index measures. These measures were removed due to the achievement of long-term goals and completion of work commitments. Additional emphasis is now placed on the Customer Satisfaction score with a 15 percent weight, up from 10 percent. The weighting of the corporate financial performance will be measured based on PG&E Corporation's earnings from operations. The Committee has adopted threshold, target and maximum 2012 STIP financial performance goals that correspond to STIP financial performance scores ranging from 0.5 to 2.0. The goals are consistent with the publicly disclosed financial guidance for 2012 based on earnings per share from operations. The threshold goal will be met if PG&E Corporation's 2012 earnings from operations areremains at least 9525 percent of budgeted earnings from operations. The target goal will be met if PG&E Corporation's 2012 earnings from operationsthe total STIP score. For 2015, the measures and related weighting are equal to budgeted earnings from operations, and the maximum goal will be met if 2012 earnings from operations are at least equal to 105 percent of budgeted earnings from operations. The Committee believes that the maximum goal presents a significant challenge to management and, if achieved, would justify a maximum STIP financial performance score of 2.0.

The Committee retains complete discretion to determine and pay all STIP awards to NEOs and all other eligible employees. This includes discretion to reduce the final score on any and all measuresas follows:

2015 STIP Measures	Weight
SAFETY COMPONENT (50%)
Nuclear Operations Safety
Diablo Canyon Power Plant Reliability and Safety Indicator		8%
Electric Operations Safety
Transmission and Distribution (T&D) Wires Down		5%
911 Emergency Response		5%
Gas Operations Safety
In-Line Inspection and Upgrade Index		6%
Gas Dig-ins Reduction		5%
Gas Emergency Response		5%
Employee Safety
Lost Workday Case Rate		8%
Serious Preventable Motor Vehicle Incident Rate		8%
CUSTOMER SATISFACTION COMPONENT (25%)
Customer Satisfaction Score		15%
System Average Interruption Duration Index (SAIDI)		10%
FINANCIAL COMPONENT (25%)
Earnings from Operations		25%