PACIFIC GAS & ELECTRIC CO
EXHIBIT 10.37
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>10
<FILENAME>f95893bexv10w37.txt
<DESCRIPTION>EXHIBIT 10.37
<TEXT>
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                                                                   EXHIBIT 10.37

                                PG&E CORPORATION
                           LONG-TERM INCENTIVE PROGRAM

                           RESTRICTED STOCK AGREEMENT

                  PG&E CORPORATION, a California corporation, hereby grants
shares of Restricted Stock to the Recipient named below. The shares of
Restricted Stock have been awarded under the PG&E Corporation Long-Term
Incentive Program (the "LTIP"). The terms and conditions of the Restricted Stock
are set forth in this cover sheet and in the attached Restricted Stock Award
Agreement (the "Agreement").

Date of Award: January 2, 2004

Name of Recipient: _____________________________________________________________

Recipient's Social Security Number: _____-____-_____

Number of Shares of Restricted Stock Awarded:___________________________________

Aggregate Fair Market Value of Restricted Stock on Date of Award: $_____________

                  BY SIGNING THIS COVER SHEET, YOU AGREE TO
                  ALL OF THE TERMS AND CONDITIONS DESCRIBED
                  IN THE ATTACHED AGREEMENT. YOU AND PG&E
                  CORPORATION AGREE TO EXECUTE SUCH FURTHER
                  INSTRUMENTS AND TO TAKE SUCH FURTHER
                  ACTION AS MAY REASONABLY BE NECESSARY TO
                  CARRY OUT THE INTENT OF THE ATTACHED
                  AGREEMENT. YOU ARE ALSO ACKNOWLEDGING
                  RECEIPT OF THIS AGREEMENT AND A COPY OF
                  THE PROSPECTUS DESCRIBING THE LTIP AND THE
                  RESTRICTED STOCK DATED JANUARY 1, 2004.

Recipient: _____________________________________________________________________
                                    (Signature)

Attachment

    Please return your signed Agreement to PG&E Corporation, Human Resources,
   One Market Street, Spear Street Tower, Suite 400, San Francisco, California
                                      94105

<PAGE>

                                PG&E CORPORATION
                           LONG-TERM INCENTIVE PROGRAM

                           RESTRICTED STOCK AGREEMENT

THE LTIP AND               This Agreement constitutes the entire understanding
OTHER                      between you and PG&E Corporation regarding the
AGREEMENTS                 Restricted Stock, subject to the terms of the LTIP.
                           Any prior agreements, commitments or negotiations are
                           superseded. In the event of any conflict or
                           inconsistency between the provisions of this
                           Agreement and the LTIP, the LTIP shall govern.

GRANT OF                   PG&E Corporation grants you the number of shares of
RESTRICTED STOCK           Restricted Stock shown on the cover sheet of this
                           Agreement. The shares of Restricted Stock are subject
                           to the terms and conditions of this Agreement and the
                           LTIP.

LAPSE OF                   As long as you remain employed with PG&E Corporation
RESTRICTIONS               (or any of its subsidiaries), the restrictions will
                           lapse as to 25 percent of the total number of shares
                           of Restricted Stock originally subject to this
                           Agreement, as shown above on the cover sheet, on the
                           first business day of January of each of the first,
                           second, third and fourth years following the Date of
                           Award (each such day an "Annual Lapse Date"). Except
                           as described below, all shares of Restricted Stock
                           subject to this Agreement as to which the
                           restrictions have not lapsed shall be forfeited upon
                           termination of your employment.

VOLUNTARY                  In the event that you terminate your employment with
TERMINATION                PG&E Corporation voluntarily, you will automatically
                           forfeit to PG&E Corporation all of the shares of
                           Restricted Stock as to which the restrictions have
                           not lapsed subject to this Agreement as of the date
                           of such Termination.

TERMINATION FOR            If your employment with PG&E Corporation (or any of
CAUSE                      its subsidiaries) is terminated by PG&E Corporation
                           or the subsidiary for cause, you will automatically
                           forfeit to PG&E Corporation all shares of Restricted
                           Stock as to which the restrictions have not lapsed
                           subject to this Agreement as of the date of such
                           termination. In general, termination for "cause"
                           means termination of employment because of
                           dishonesty, a criminal offense or violation of a work
                           rule, and will be determined by and in the sole
                           discretion of PG&E Corporation or the employing
                           subsidiary.

                                       2
<PAGE>

TERMINATION                If your employment with PG&E Corporation (or any of
OTHER THAN FOR             its subsidiaries) is terminated  by PG&E Corporation
CAUSE                      or the subsidiary other than for cause before the
                           restrictions on your Restricted Stock lapse, and you
                           are an officer in Bands 1-5, the restrictions on your
                           outstanding shares of Restricted Stock that would
                           have lapsed during the period of the "Severance
                           Multiple" under the applicable severance policy shall
                           continue to lapse pursuant to the regular lapse
                           schedule (or sooner, in the event of a Change in
                           Control during such period). In the event of your
                           involuntary termination other than for cause, if you
                           are not an officer in Bands 1-5, the restrictions on
                           your outstanding shares of Restricted Stock that
                           would have lapsed within 12 months following such
                           termination will continue to lapse pursuant to the
                           regular lapse schedule (or sooner, in the event of a
                           Change in Control during such period). All other
                           outstanding shares of Restricted Stock shall
                           automatically be forfeited to PG&E Corporation upon
                           such termination.

RETIREMENT                 In the event of your Retirement, the restrictions on
                           your outstanding shares of Restricted Stock will
                           continue to lapse as though your employment had
                           continued. You will be considered to have retired if
                           you are age 55 or older on the date of termination
                           and if you were employed by PG&E Corporation or any
                           of its subsidiaries for at least five consecutive
                           years ending on the date of termination of your
                           employment.

DEATH/DISABILITY           If your employment terminates due to your death or
                           disability, the restrictions on all of your shares of
                           Restricted Stock shall lapse on the next Annual Lapse
                           Date. In the event of a Change in Control of PG&E
                           Corporation after such termination and before such
                           next Annual Lapse Date, the restrictions as to all
                           shares of Restricted Stock shall immediately lapse as
                           described below under "Change in Control."

TERMINATION                If (1) your employment is terminated (other than for
DUE TO                     cause or your voluntary  termination) by reason of a
DISPOSITION OF             divestiture or change in control of a subsidiary of
SUBSIDIARY                 PG&E Corporation, which divestiture or change in
                           control results in such subsidiary no longer
                           qualifying as a subsidiary corporation under Section
                           424(f) of the Code or (2) if your employment is
                           terminated (other than for cause or your voluntary
                           termination) coincident with the sale of all or
                           substantially all of the assets of a subsidiary of
                           PG&E Corporation, the restrictions on all shares of
                           Restricted Stock shall lapse on the next Annual Lapse
                           Date. In the event of a Change in Control of PG&E
                           Corporation after such Termination and before such
                           next Annual Lapse Date, the restrictions as to all
                           shares of Restricted Stock shall immediately lapse as
                           described below under "Change in Control."

                                       3
<PAGE>

ESCROW                     The certificates for the Restricted Stock shall be
                           deposited in escrow with the Corporate Secretary of
                           PG&E Corporation to be held in accordance with the
                           provisions of this paragraph. Each deposited
                           certificate shall be accompanied by any assignment
                           documents PG&E Corporation may require you to
                           execute. The deposited certificates shall remain in
                           escrow until such time as the certificates are to be
                           released or otherwise surrendered for cancellation as
                           discussed below. Upon delivery of the certificates to
                           PG&E Corporation, you shall be issued an instrument
                           of deposit acknowledging the number of shares of
                           Restricted Stock delivered in escrow to the Corporate
                           Secretary of PG&E Corporation.

                           All dividends, if any, on the Restricted Stock shall
                           be held in escrow and subject to the same
                           restrictions as the shares to which they relate.

RELEASE OF                 The shares of Restricted Stock held in escrow
SHARES AND                 hereunder shall be subject to the  following terms
WITHHOLDING                and conditions relating to their release from escrow
TAXES                      or their surrender to PG&E Corporation:

                           -   When the restrictions as to your shares of
                               Restricted Stock lapse as described above, the
                               certificates for such shares shall be released
                               from escrow and delivered to you, at your request
                               within thirty (30) days of the applicable Annual
                               Lapse Date.

                           -   Upon your Termination, any shares of Restricted
                               Stock as to which the restrictions have not
                               lapsed shall be forfeited and automatically
                               surrendered to PG&E Corporation as provided
                               herein.

                           Note that you must make arrangements acceptable to
                           PG&E Corporation to satisfy withholding or other
                           taxes that may be due before your shares will be
                           released to you. If you so elect, PG&E Corporation
                           will assist you in selling your shares through a
                           broker so that you can use the sales proceeds to
                           satisfy applicable taxes. You will receive the
                           remaining proceeds in cash. However, if you wish to
                           receive the stock certificates in lieu of selling
                           your shares, you will need to make arrangements to
                           pay the applicable taxes either by check or through
                           payroll deduction. PG&E Corporation will notify you
                           about how to instruct PG&E Corporation to sell your
                           shares when the restrictions lapse or make other
                           arrangements.

CHANGE IN                  The restrictions on all of your outstanding shares of
CONTROL                    Restricted Stock shall automatically lapse and become
                           nonforfeitable in the event there is a Change in
                           Control of PG&E Corporation.

                                       4
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CODE SECTION               Under Section 83(a) of the Internal Revenue Code of
83(b) ELECTION             1986, as amended (the "Code"), the Fair Market Value
                           of the Restricted Stock on the date any forfeiture
                           restrictions applicable to such Restricted Stock
                           lapse will be reportable as ordinary income at that
                           time. For this purpose, "forfeiture restrictions"
                           include surrender to PG&E Corporation of Restricted
                           Stock as described above. You may elect to be taxed
                           at the time the Restricted Stock is awarded to you,
                           rather than when the restrictions lapse by filing an
                           election under Section 83(b) of the Code with the
                           Internal Revenue Service within thirty (30) days
                           after the Date of Award. The form for making this
                           election is attached as Exhibit A hereto. Failure to
                           make this filing within the thirty (30) day period
                           will result in the recognition of ordinary income by
                           you (in the event the Fair Market Value of the
                           Restricted Stock increases after the date of
                           purchase) as the forfeiture restrictions lapse. YOU
                           ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND
                           NOT PG&E CORPORATION'S, TO FILE A TIMELY ELECTION
                           UNDER CODE SECTION 83(b). YOU ARE RELYING SOLELY ON
                           YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO
                           WHETHER OR NOT TO FILE A CODE SECTION 83(b) ELECTION.

LEAVES OF                  For purposes of this Agreement, if you are on an
ABSENCE                    approved leave of absence from PG&E Corporation (or
                           any of its subsidiaries), or a recipient of Company
                           sponsored disability benefits, you will continue to
                           be considered as employed. If you do not return to
                           active employment upon the expiration of your leave
                           of absence or the expiration of your PG&E Corporation
                           sponsored disability benefits, you will be considered
                           to have voluntarily terminated your employment. See
                           above under "Voluntary Termination."

                           PG&E Corporation reserves the right to determine
                           which leaves of absence will be considered as
                           continuing employment and when your employment
                           terminates for all purposes under this Agreement.

VOTING AND                 Subject to the terms of this Agreement, you shall
OTHER RIGHTS               have all the rights and privileges of a shareholder
                           of PG&E Corporation while the Restricted Stock is
                           held in escrow, including the right to vote. As
                           described above, all dividends, if any, on the
                           Restricted Stock shall be held in escrow and subject
                           to the same restrictions as the shares to which they
                           relate.

RESTRICTIONS ON            PG&E Corporation will not issue any Restricted Stock
ISSUANCE                   if the issuance of such Restricted Stock at that time
                           would violate any law or regulation.

                                       5
<PAGE>

RESTRICTIONS ON            By signing this Agreement, you agree not to sell any
RESALE AND                 Restricted Stock before the  restrictions lapse or
HEDGE                      sell any shares acquired under this award at a time
TRANSACTIONS               when applicable laws, regulations or Company or
                           underwriter trading policies prohibit sale. In
                           particular, in connection with any underwritten
                           public offering by PG&E Corporation of its equity
                           securities pursuant to an effective registration
                           statement filed under the Securities Act of 1933, you
                           shall not sell, make any short sale of, loan,
                           hypothecate, pledge, grant any option for the
                           purchase of, or otherwise dispose or transfer for
                           value or agree to engage in any of the foregoing
                           transactions with respect to any shares acquired
                           under this award without the prior written consent of
                           PG&E Corporation or its underwriters, for such period
                           of time after the effective date of such registration
                           statement as may be requested by PG&E Corporation or
                           the underwriters.

                           If the sale of shares acquired under this award is
                           not registered under the Securities Act of 1933, but
                           an exemption is available which requires an
                           investment or other representation and warranty, you
                           shall represent and agree that the Shares being
                           acquired are being acquired for investment, and not
                           with a view to the sale or distribution thereof, and
                           shall make such other representations and warranties
                           as are deemed necessary or appropriate by PG&E
                           Corporation and its counsel.

                           By your acceptance of the award, you agree that while
                           the Restricted Stock is subject to restrictions, you
                           will not enter into a corresponding hedging
                           transaction relating to PG&E Corporation's stock nor
                           engage in any short sale of PG&E Corporation's stock.
                           This prohibition shall not apply to transactions
                           effected through PG&E Corporation's benefit plans
                           that provide an opportunity to invest in Company
                           stock or which provide compensation based on the
                           price of Company stock.

NO RETENTION               This Agreement is not an employment agreement and
RIGHTS                     does not give you the right to be retained by PG&E
                           Corporation (or its subsidiaries). Except as
                           otherwise provided in an applicable employment
                           agreement, the Company (or any of its subsidiaries)
                           reserves the right to terminate your employment at
                           any time and for any reason.

LEGENDS                    All certificates representing the Restricted Stock
                           issued under this award shall, where applicable, have
                           endorsed thereon the following legends:

                           "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH
                           IN AN AGREEMENT BETWEEN PG&E CORPORATION AND THE
                           REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN
                           INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE
                           PRINCIPAL OFFICE OF PG&E

                                       6
<PAGE>

                           CORPORATION AND WILL BE FURNISHED UPON WRITTEN
                           REQUEST TO THE CORPORATE SECRETARY OF PG&E
                           CORPORATION BY THE HOLDER OF RECORD OF THE SHARES
                           REPRESENTED BY THIS CERTIFICATE."

Applicable Law             This Agreement will be interpreted and enforced under
                           the laws of the State of California.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE LTIP.

                                       7
<PAGE>

Note: Do not have this Section 83(b) Election filed unless you wish to pay tax
withholding to PG&E Corporation at the same time.

                                    EXHIBIT A

                         ELECTION UNDER SECTION 83(b) OF
                            THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:

1.       The name, address and social security number of the undersigned:
         ________________________________________________________________

         ________________________________________________________________

         ________________________________________________________________

         Social Security No.:____________________________________________


2.       Description of property with respect to which the election is being
         made:

         ____________________ shares of common stock of PG&E Corporation.

3.       The date on which the property was transferred is January 2, 2004.

4.       The taxable year to which this election relates is calendar year 2004.

5.       Nature of restrictions to which the property is subject:

         The shares of stock are subject to the provisions of a Restricted Stock
         Award Agreement (the "Agreement") between the undersigned and PG&E
         Corporation. The shares of stock are subject to forfeiture under the
         terms of the Agreement.

6.       The fair market value of the property at the time of transfer
         (determined without regard to any lapse restriction) was $__________
         per share, for a total of $__________.

7.       The amount paid by taxpayer for the property was $ 0 .

8.       A copy of this statement has been furnished to PG&E Corporation.

Dated:  _____________, 2004
                                           _____________________________
                                                [Taxpayer's Name]

Note: A valid Section 83(b) Election must be filed with the IRS within 30 days
of the Date of Award. Accordingly, if you wish to file, please submit this
signed form for receipt by January 29, 2003 to PG&E Corporation, Human
Resources, One Market Street, Spear Street Tower, Suite 400, San Francisco, CA
94105.

                                       A-1

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