0000950134-08-020807 Sample Contracts

Pacific Gas and Electric Company $400,000,000 Aggregate Principal Amount 6.25% Senior Notes due December 1, 2013 and $200,000,000 Aggregate Principal Amount 8.25% Senior Notes due October 15, 2018 Underwriting Agreement
Underwriting Agreement • November 18th, 2008 • Pg&e Corp • Electric & other services combined • New York

Pacific Gas and Electric Company, a corporation organized under the laws of California (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 aggregate principal amount of 6.25% Senior Notes due December 1, 2013 (the “2013 Notes”) having the terms set forth in Schedule I-A hereto and $200,000,000 aggregate principal amount of 8.25% Senior Notes due October 15, 2018 (the “2018 Notes” and, together with the 2013 Notes, the “Securities”) having the terms set forth in Schedule I-B hereto, to be issued under an indenture, amended and restated as of April 22, 2005 (the “Base Indenture”) and, with respect to the 2018 Notes, supplemented by a supplemental indenture dated October 21, 2008 (the “Fourth Supplemental Indenture”) and, with respect to the 2013 Notes, supplemented by a supplemental indenture, to be dated as of November 18, 2008 (the “Fifth Suppleme

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