EXHIBIT 10.32
[PACIFIC GAS AND ELECTRIC COMPANY
LETTERHEAD]
AMENDMENT TO POSTRETIREMENT LIFE
INSURANCE PLAN OF
THE PACIFIC GAS AND ELECTRIC
COMPANY
The Postretirement Life Insurance
Plan of the Pacific Gas and Electric Company (the
“Plan”) is hereby amended as described
below.
1. On
or prior to December 31, 2008, certain participants in the Plan
identified by the Pacific Gas and Electric Company
(“PG&E”), in its sole discretion, shall be given an
election to receive a cash payment or a life insurance benefit
under the Plan on such terms determined by PG&E in its sole
discretion, such that on and after January 1, 2009 only life
insurance will be provided under the Plan and no person may make an
election to receive cash, a life insurance benefit, or any
combination thereof under the Plan.
2. All
cash payments under the Plan shall be made no later than the 15th
day of the third month following the later of the end of the
calendar year or PG&E Corporation’s taxable year in which
the applicable Plan participant separates from service (within the
meaning of Section 409A of the Internal Revenue Code of
1986).
3. All
life insurance benefit proceeds under the Plan shall be paid in a
single lump
