First Supplemental Indenture

Exhibit 4.2

Execution Version

First Supplemental Indenture

Dated as of March 12, 2009

Supplement to the Senior Note Indenture
Dated as of March 12, 2009

PG&E CORPORATION
Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee

TABLE OF CONTENTS

     FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2009 (this “First Supplemental Indenture”), by and between PG&E CORPORATION , a corporation duly organized and existing under the laws of the State of California (the “Company” or the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee under the Base Indenture (as hereinafter defined) (the “Trustee”).

RECITALS OF THE COMPANY

     A. The Company and the Trustee are parties to that certain Senior Note Indenture, dated as of March 12, 2009 (the “Base Indenture”) providing for the issuance by the Company of an unlimited number of series of Senior Notes (as defined in the Base Indenture) from time to time.

     B. Under the Base Indenture, the Company is authorized to establish one or more series of Senior Notes at any time in accordance with and subject to the provisions of the Base Indenture, and the terms of such series of Senior Notes may be described by a supplemental indenture executed by the Company and the Trustee.

     C. The execution and delivery of this First Supplemental Indenture has been authorized by a Board Resolution (as defined in the Base Indenture).

     D. Concurrent with the execution hereof, the Company has caused its counsel to deliver to the Trustee an Opinion of Counsel (as defined in the Base Indenture) pursuant to Section 102 of the Base Indenture.

     E. The Company has done all things necessary to make this First Supplemental Indenture a valid agreement of the Company, in accordance with its terms.

     NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each other and for the equal and proportionate benefit of Holders of the 5.75% Senior Notes (as defined below) with respect to all provisions herein applicable to such series of notes, as follows:

ARTICLE I

DEFINITIONS

     Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Base Indenture. The following additional terms are hereby established for purposes of this First Supplemental Indenture and shall have the meanings set forth in this First Supplemental Indenture only for purposes of this First Supplemental Indenture:

     “ 5.75% Senior Notes ” has the meaning set forth in Section 201 hereto.

     “ Adjusted Treasury Rate ” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

     “ Comparable Treasury Issue ” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 5.75% Senior Notes that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 5.75% Senior Notes.

     “ Comparable Treasury Price ” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

     “ Primary Treasury Dealer ” means a primary U.S. Government Securities dealer in the United States.

     “ Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

     “ Redemption Price ” has the meaning set forth in Section 301 hereto.

     “ Reference Treasury Dealer ” means (1) each of BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc. and Goldman, Sachs & Co. and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company.

     “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. For purposes of this definition only, “ Business Day ” means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close.

     “ Remaining Scheduled Payments ” means, with respect to each of the 5.75% Senior Notes that the Company is redeeming pursuant to Section 301 hereto, the remaining scheduled payments of principal and interest that would be due after the applicable Redemption Date if such 5.75% Senior Notes were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with respect to such 5.75% Senior Notes, the amount of the next succeeding scheduled interest payment on such 5.75% Senior Notes will be reduced by the amount of interest accrued on such 5.75% Senior Notes to the Redemption Date.

     “ U.S. Government Securities ” means securities which are (a) direct obligations of the United States of America for the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government

Security or a specific payment of interest on or principal of any such U.S. Government Security held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Security evidenced by such depository receipt.

     The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE II

ESTABLISHMENT OF THE 5.75% SENIOR NOTES

     SECTION 201 Establishment and Designation of the 5.75% Senior Notes.

     Pursuant to the terms hereof and Section 301 of the Base Indenture, the Company hereby establishes a series of Senior Notes designated as the “5.75% Senior Notes due April 1, 2014” (the “5.75% Senior Notes”). The 5.75% Senior Notes may be reopened, from time to time, for issuances of additional Senior Notes of such series, and any additional Senior Notes issued and comprising 5.75% Senior Notes shall have identical terms as the 5.75% Senior Notes, except that the issue price, issue date and, in some cases, the first Interest Payment Date may differ.

     SECTION 202 Form of the 5.75% Senior Notes.

     The 5.75% Senior Notes shall be issued in the form of one or more Global Securities in substantially the form set forth in Exhibit A hereto.

     SECTION 203 Minimum Denomination .

     The 5.75% Senior Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

     SECTION 204 Principal Amount of the 5.75% Senior Notes.

     The 5.75% Senior Notes shall be issued in an initial aggregate principal amount of $350,000,000.

     SECTION 205 Interest Rates; Stated Maturity of the 5.75% Senior Notes.

     The 5.75% Senior Notes shall bear interest at the rate of 5.75% per annum and shall have a Stated Maturity of April 1, 2014 (the “Maturity Date”).

     SECTION 206 No Sinking Fund.

     No sinking fund is provided for the 5.75% Senior Notes.

     SECTION 207 Time for Payment .

     The Company shall make payments of principal, premium, if any, and interest on the 5.75% Senior Notes by 11:00 a.m., New York City time, on each Interest Payment Date, Redemption Date or the Maturity Date, as applicable.

     SECTION 208 Paying Agent and Security Registrar.

     The Trustee is hereby appointed as initial Paying Agent and initial Security Registrar for the 5.75% Senior Notes. The 5.75% Senior Notes shall be payable at the Corporate Trust Office of the Trustee.

     SECTION 209 Global Securities; Appointment of Depositary for Global Securities.

     The 5.75% Senior Notes shall be issued in the form of one or more permanent Global Securities as provided in Section 203 of the Base Indenture and deposited with, or on behalf of, the Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee.

     The 5.75% Senior Notes shall initially be registered in the name of Cede & Co., as the nominee of DTC.

     None of the Company, the Trustee, any Paying Agent or any Security Registrar will have any responsibility or liability for any aspect of Depositary records relating to, or payments made on account of, beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any Depositary records relating to such beneficial ownership interests, or for transfers of beneficial interests in the Senior Notes or any transactions between the Depositary and beneficial owners.

     SECTION 210 Other Terms of the 5.75% Senior Notes.

     The other terms of the 5.75% Senior Notes shall be as expressly set forth herein and in Exhibit A .

ARTICLE III

OPTIONAL REDEMPTION BY COMPANY

     SECTION 301 Optional Redemption.

      Optional Redemption of 5.75% Senior Notes . Subject to the terms and conditions of the Base Indenture, the 5.75% Senior Notes are redeemable at the option of the Company in whole or in part at any time at a redemption price equal to the greater of:

          (a) 100% of the principal amount of the 5.75% Senior Notes to be redeemed; or

          (b) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 5.75% Senior Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate, plus 50 basis points;

plus, in either of the above cases, accrued and unpaid interest thereon to but not including the Redemption Date (the “Redemption Price”). The Redemption Price shall be calculated assuming a 360-day year consisting of twelve 30-day months.

     SECTION 302 Calculation of Redemption Price. The Company shall calculate the Redemption Price for any redemption of Senior Notes pursuant to Section 301 and notify the Trustee of such Redemption Price before it sends the amount of the Redemption Price to the Trustee or any Paying Agent.

     SECTION 303 Notice of Redemption . Notice of any redemption pursuant to Section 301 shall be given in the manner and at the time set forth in Section 1104 of the Base Indenture; provided, however, that such notice need not state the dollar amount of the Redemption Price if such dollar amount has not been determined pursuant to Section 301 hereof as of the date such notice is being given to the Holders of the 5.75% Senior Notes being redeemed.

ARTICLE IV

MISCELLANEOUS

     SECTION 401 Application of First Supplemental Indenture.

     Except as provided herein, each and every term and condition contained in this First Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Indenture shall apply only to 5.75% Senior Notes established hereby and not to any other series of Senior Notes established under the Indenture. Except as specifically amended and supplemented by, or to the extent inconsistent with, this First Supplemental Indenture, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

     SECTION 402 Effective Date of First Supplemental Indenture.

     This First Supplemental Indenture shall be effective upon the execution and delivery hereof by each of the parties hereto.

     SECTION 403 Counterparts.

     This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

     SECTION 404 Notices.

     All notices sent to the Trustee in accordance with the Base Indenture shall also be sent to:

Deutsche Bank National Trust Company
25 DeForest Avenue
Mail Stop: SUM01-0105
Summit, New Jersey 07901
Attn.: Trust & Securities Services
Fax: 732