PG&E CORPORATION SUPPLEMENTAL RETIREMENT SAVINGS PLAN

Exhibit 10.10

PG&E CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

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PG&E CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

        This is the controlling and definitive statement of the PG&E CORPORATION ("PG&E CORP") Supplemental Retirement Savings Plan (the "Plan"). Except as provided herein, the Plan is effective as of January 1, 2000, with respect to all individuals who were Eligible Employees as of such date. The Plan takes the place of and assumes existing benefits under the PG&E Corporation Deferred Compensation Plan for Officers, the PG&E Corporation Supplemental Executive Retirement Plan, the Savings Fund Plan Excess Benefit Arrangement of Pacific Gas and Electric Company, and any other non-qualified defined contribution retirement plan excess benefit plans, programs or practices maintained by any Participating Subsidiary of PG&E CORP. The Plan as originally adopted was effective January 1, 2000, for Eligible Employees of Pacific Gas and Electric Company and for Grandfathered Eligible Employees of PG&E CORP; it was effective January 1, 1999, for Eligible Employees of PG&E Generating Company; and it was effective January 1, 1997, for all other Eligible Employees of PG&E CORP. The Plan as amended herein is effective September 19, 2001. The Plan is frozen as to amounts "deferred" within the meaning of Code Section 409A after December 31, 2004.

1.

Purpose of the Plan .

• The Plan is established and is maintained for the benefit of a select group of management and highly compensated employees of PG&E CORP and its Participating Subsidiaries in order to provide such employees with certain deferred compensation benefits. The Plan is an unfunded deferred compensation plan that is intended to qualify for the exemptions provided in Sections 201, 301, and 401 of ERISA.

2.

Definitions .

• The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

  (a)

  " Basic Employer Contributions " shall mean the amounts credited to Eligible Employees' Accounts under the Plan by the Employers, in accordance with Section 3(c).
  
  

  (b)

  " Board of Directors " shall mean the Board of Directors of PG&E CORP, as from time to time constituted.
  
  

  (c)

  " Code " shall mean the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such section.
  
  

  (d)

  " Committee " shall mean the Nominating and Compensation Committee of the Board, as it may be constituted from time to time.
  
  

  (e)

  " Eligible Employee " shall mean an Employee who:
  
  

  (1)

  Is an officer of PG&E CORP or any Participating Subsidiary and who is in Officer Band 5 or above; or
  
  

  (2)

  Is a key employee of PG&E CORP or any Participating Subsidiary and who is designated by the Plan Administrator as eligible to participate in the Plan.
  
  

  (f)

  " Eligible Employee's Account " or " Account " shall mean as to any Eligible Employee, the separate account maintained on the books of the Employer in accordance with Section 6(a) in order to reflect his or her interest under the Plan. Accounts shall be centrally administered by the Plan Administrator or its designee.
  
  

  (g)

  " Employee " shall mean an individual who is treated in the records of an Employer as an employee of the Employer, who is not on an unpaid leave of absence, and/or who is not covered by a collective bargaining agreement; provided, however, such term shall not mean an individual who is a "leased employee" or who has entered into a written contract or agreement with an Employer which explicitly excludes such individual from participation in an

• • Employer's benefit plans. The provisions of this definition shall govern, whether or not it is determined that an individual otherwise meets the definition of "common law" employee.

  (h)

  " Employers " shall mean PG&E CORP and the Participating Subsidiaries designated by the Employee Benefit Committee of PG&E CORP. An initial list of the Participating Subsidiaries is contained in Appendix A to this Plan.
  
  

  (i)

  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific section of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such section.
  
  

  (j)

  " Grandfathered " shall mean an individual who was an Employee of Pacific Gas and Electric Company and who has become an Employee of PG&E CORP by reason of a transfer prior to January 1, 2000.
  
  

  (k)

  " Investment Funds " shall mean (i) the PG&E CORP Phantom Stock Fund, (ii) the AA Utility Bond Fund, and (iii) the S&P 500 Index Fund. The Investment Funds shall be used for tracking phantom investment results under the Plan.
  
  

  (l)

  " Matching Employer Contributions " shall mean the amounts credited to Eligible Employees' Accounts under the Plan by the Employers, in accordance with Section 3(b).
  
  

  (m)

  " Participating Subsidiary " shall mean a United States-based subsidiary of PG&E CORP, which has been designated by the Employee Benefit Committee of PG&E CORP as a Participating Subsidiary under this Plan. At such times and under such conditions as the Committee may direct, one or more other subsidiaries of PG&E CORP may become Participating Subsidiaries or a Participating Subsidiary may be withdrawn from the Plan. An initial list of the Participating Subsidiaries is contained in Appendix A to this Plan.
  
  

  (n)

  " PG&E CORP " shall mean PG&E Corporation, a California corporation.
  
  

  (o)

  " Plan " shall mean the PG&E Corporation Supplemental Retirement Savings Plan, as set forth in this instrument and as heretofore and hereafter amended from time to time.
  
  

  (p)

  " Plan Year " shall mean the calendar year.
  
  

  (q)

  " Retirement " or " Retire " shall mean an Eligible Employee's "separation from service" within the meaning of Section 401(k) of the Code, provided that the Eligible Employee is at least 55 years of age and has been employed by an Employer for at least five years.
  
  

  (r)

  " RSP " shall mean, with respect to any Eligible Employee, the PG&E Corporation Retirement Savings Plan or any predecessor qualified retirement plan sponsored by PG&E CORP or any of its subsidiary companies.
  
  

  (s)

  " Valuation Date " shall mean:
  
  

  (1)

  For purposes of valuing Plan assets and Eligible Employees' Accounts for periodic reports and statements, the date as of which such reports or statements are made; and
  
  

  (2)

  For purposes of determining the amount of assets actually distributed to the Eligible Employee, his or her beneficiary, or an Alternate Payee (or available for withdrawal), a date that shall not be more than seven business days prior to the date the check is issued to the Eligible Employee.

        In any other case, the Valuation Date shall be the date designated by the Plan Administrator (in its discretion) or the date otherwise set forth in this Plan. In all cases, the Plan Administrator (in its

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discretion) may change the Valuation Date, on a uniform and nondiscriminatory basis, as is necessary or appropriate. Notwithstanding the foregoing, the Valuation Date shall occur at least annually.

3.

Employer Contributions .

(a)

Matching Employer Contributions . Subject to the provisions of Section 13, the Eligible Employee's Account shall be credited for each Plan Year with a Matching Employer Contribution, calculated in the manner provided in Sections 3(a) (1), (2), and (3) below:

(1)

First, an amount shall be calculated equal to the maximum matching contribution that would be made under the terms of the RSP, taking into account for such Plan Year the amount of pre-tax deferrals and after-tax contributions the Eligible Employee elected under the RSP. For purposes of this calculation, any amounts deferred under Subsection 4(a) of this Plan shall be treated as pre-tax deferrals under the RSP.

(2)

The calculation made in accordance with this Section 3(a) (1) above shall be made without regard to any limitation on such amounts under the RSP resulting from the application of any of the limitations under Code Sections 401(m), 401(a)(17), or 415.

(3)

The Employer Matching Contribution to be credited to the Account of an Eligible Employee for any Plan Year shall equal the amount calculated in accordance with Sections 3(a) (1) and (2) above, reduced by the amount of matching contribution made to such Eligible Employee's account for such Plan Year under the RSP.

(b)

Crediting of Matching Employer Contributions . Matching Employer Contributions shall be calculated and credited to the Eligible Employee's Account as of the first business day of the calendar year following the Plan Year and shall be credited only if the Eligible Employee is an Employee on the last day of Plan Year for which the amounts are credited.

(c)

Basic Employer Contributions . Subject to the provisions of Section 13, the Account of each Eligible Employee shall be credited for each Plan Year with a Basic Employer Contribution, calculated in the manner provided in Sections 3(c) (1), (2), and (3) below:

(1)

First, an amount shall be calculated equal to the Basic Employer Contribution that would be made under the terms of the RSP, taking into account for such Plan Year the Eligible Employee's Covered Compensation under the RSP, before any deductions for compensation deferrals elected by such Eligible Employee under Subsection 4(a) of this Plan. For Eligible Employees as defined by Section 2(e)(1) of this Plan, compensation shall also reflect such Eligible Employee's Short-Term Incentive Plan awards.

(2)

The calculation made in accordance with this Section 3(c)(1) above shall be made without regard to any limitation on such amounts under the RSP resulting from the application of any of the limitations under Code Sections 401(a)(4), 401(a)(17), or 415.

(3)

The Employer Contribution to be credited to the Account of an Eligible Employee for any Plan Year shall equal the amount calculated in accordance with Sections 3(c)(1) and (2) above, reduced by the amount of Basic Employer Contributions made to such Eligible Employee's account for such Plan Year under the RSP.

(d)

Crediting of Basic Employer Contributions . The Employer Contribution attributable to an Eligible Employee's Short Term Incentive Plan award shall be credited to an Eligible Employee's Account as of the first business day of the month following the date on which the Short-Term Incentive Plan award is paid. All other Employer Contributions made in respect of an Eligible Employee shall be credited to the Eligible Employee's Account as of the first business day of the calendar year following the Plan Year and shall be credited only if the Eligible Employee is an Employee on the last day of the Plan Year for which the amounts are credited.

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• (e)

  FICA Taxes . Each Eligible Employee shall be responsible for FICA taxes on amounts credited to his or her Account under Sections 3 and 4(d).
  
  

4.

Eligible Employee Deferrals .

(a)

Amount of Deferral . An Eligible Employee may defer (i) 5 percent to 50 percent of his or her annual salary; and (ii) all or part of his or her Short Term Incentive Plan awards, Long-Term Incentive Plan (LTIP) awards (other than stock options), Perquisite Allowances, and any other special payments, awards, or bonuses as authorized by the Plan Administrator.

(b)

Credits to Accounts . Salary deferrals shall be credited to an Eligible Employee's Account as of each payroll period. All other deferrals attributable to allowances, awards, bonuses, and other payments shall be credited as of the date that they otherwise would have been paid.

(c)

Deferral Election . An Eligible Employee must file an election form with the Plan Administrator which indicates the percentage of salary and applicable pay periods, and the amount of any awards, allowances, payments, and bonuses to be deferred under the Plan. Notwithstanding the foregoing, upon first becoming an Eligible Employee, an election to defer shall be effective for the month following the filing of a Deferral Election Form, provided said Form is filed within 60 days following the date when the employee first becomes an Eligible Employee.

(d)

Deferral of Special Incentive Stock Ownership Premiums . All of an Eligible Employee's Special Incentive Stock Ownership Premiums are automatically deferred to the Plan immediately upon grant and converted into units in the PG&E CORP Phantom Stock Fund. The units attributable to Special Incentive Stock Ownership Premiums and any additional units resulting from the conversion of dividend equivalents thereon remain unvested until the earlier of the third anniversary of the date on which the Special Incentive Stock Ownership Premiums are credited to an Eligible Employee's account (provided the Eligible Employee continues to be employed on such date), death, disability, or retirement of the participant, or upon a Change in Control as defined in the LTIP. (The term "disability" shall, for purposes of the Plan, have the same meaning as in Section 22(e)(3) of the Internal Revenue Code.) Unvested units attributable to Special Incentive Stock Ownership Premiums and any additional units resulting from the conversion of dividend equivalents thereon shall be forfeited upon termination of the Eligible Employee's employment unless otherwise provided in the PG&E Corporation Executive Stock Ownership Program or if an Eligible Employee's stock ownership falls below the levels set forth in the Executive Stock Ownership Program.

5.

Investment Funds .

(a)

Although no assets will be segregated or otherwise set aside with respect to an Eligible Employee's Account, the amount that is ultimately payable to the Eligible Employee with respect to such Account shall be determined as if such Account had been invested in some or all of the Investment Funds. The Plan Administrator, in its sole discretion, shall adopt (and modify from time to time) such rules and procedures as it deems necessary or appropriate to implement the deemed investment of the Eligible Employees' Accounts. Such procedures generally shall provide that an Eligible Employee's Account shall be deemed to be invested among the three Investment Funds in the manner elected by the Eligible Employee in such percentages and manner as prescribed by the Plan Administrator. In the event no election has been made by the Eligible Employee, such Account will be deemed to be invested in the AA Utility Bond Fund. Eligible Employees shall be able to reallocate their Accounts between the Investment Funds and reallocate amounts newly credited to their Accounts at such time and in suc