FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to the Amended and Restated Executive Employment Agreement (the “ Amendment ”) is hereby entered into by and between ________________ (“ Executive” ) and Pacific Ethanol, Inc. (the “ Company ”) (collectively, the “ Parties ”) is effective as of December 30, 2008, and amends the Amended and Restated Executive Employment Agreement between the Parties dated December 14, 2007 (the “ Employment Agreement ”).

Whereas , the Parties wish to amend the  Employment Agreement, in order to come into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and other guidance thereunder and any state law of similar effect (collectively “ Section 409A ”), as set forth below.

Now, Therefore , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

The Parties, intending to be legally bound, agree as follows effective as of the Effective Date:

1.   Amendment of Employment Agreement

1.1   Section 5.4(b) of the Employment Agreement .  The first sentence of Section 5.4(b) of the Employment Agreement is hereby amended to read as follows:

“(b)            Disability.    If Executive is prevented from performing his duties as described in Section 1.1 of this Agreement by reason of any physical or mental incapacity that results in Executive’s satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability, then, to the extent permitted by law, the Company may terminate the employment of Executive and this Agreement at or after such time.”

1.2   Section 5.5 of the Employment Agreement. Section 5.5 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“5.5             Deferred Compensation.   Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “ Severance Benefits ”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “ Section 409A ”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“ Separation From Service ”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A.

It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).  For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.