PG&E CORP
AGMT BET PG&E CORP. & T. W. HIGH
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>26
<FILENAME>dex1011.txt
<DESCRIPTION>AGMT BET PG&E CORP. & T. W. HIGH
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.11

                                 AGREEMENT AND RELEASE


This Agreement and Release (hereafter "Agreement") is made and entered into by
and between THOMAS W. HIGH and PG&E CORPORATION (hereafter, PG&E Corp.)
(collectively referred to as "the parties") and sets forth the terms and
conditions of Mr. High's separation from PG&E Corp.

1.   Mr. High shall voluntarily resign from his employment with PG&E Corp. and
     from his position as SVP - Administration and External Relations of PG&E
     Corp. and as an officer and/or director of any and all subsidiary and
     affiliate companies of PG&E Corp., effective close of business April 30,
     2001.

2.   Beginning on May 1, 2001, and until the first of the month following the
     month in which Mr. High reaches age 55, PG&E Corp. shall pay to Mr. High an
     annual benefit under the Supplemental Executive Retirement Plan (SERP) of
     approximately Two Hundred and Ninety Seven Thousand, Two Hundred and Forty
     Four Dollars ($297,244.00), in equal monthly installments. Thereafter, and
     for the remainder of his life, PG&E Corp. shall pay Mr. High an annual
     benefit under the SERP of approximately Two Hundred Thirty Five Thousand,
     Five Hundred and Forty Six Dollars ($235,546.00), payable in equal monthly
     installments, which amount shall be in addition to any benefits to which
     Mr. High is otherwise entitled under the terms of the Retirement Plan for
     Employees of Pacific Gas and Electric Company. The benefits described in
     this paragraph are in the form of a single life annuity, and Mr. High shall
     be entitled to make any elections with respect to survivor benefits,
     payment options, or such other optional forms of benefits as are provided
     for in the SERP, consistent with the actuarial factors used by the SERP
     plan administrator.

3.   PG&E Corp. shall provide Mr. High executive career counseling and/or
     placement services from the firm of Spherion Corporation or, at his
     selection, another firm providing such services under contract with PG&E
     Corp.  If Mr. High becomes reemployed during the one year following the
     effective date of this Agreement, PG&E Corp.'s obligation to provide the
     service specified in this paragraph shall terminate at the time such
     employment commences.

4.   Effective May 1, 2001, all unvested performance unit grants, stock option
     grants, and special incentive stock ownership premiums provided to Mr. High
     under PG&E Corporation's Performance Unit Plan, Stock Option Plan, and
     Executive Stock Ownership Program shall vest under the provisions governing
     termination by reason of retirement contained in each respective plan or
     program.  The payment, exercise, and withdrawal of Mr. High's vested
     performance units, stock option grants, and stock ownership premiums shall
     be as provided under the terms of their respective plans or program.  Mr.
     High shall be considered to be a retired employee for purposes of the
     Postretirement Life Insurance Plan of Pacific Gas and Electric Company and
     shall be entitled to make any elections thereunder as provided to retired
     officers.

5.   PG&E Corp. shall provide to Mr. High legal representation and
     indemnification protection in any legal proceeding in which he is a party
     or is threatened to be made a party by reason of the fact that he
<PAGE>

     is or was a PG&E Corp. employee or officer, in accordance with the terms of
     the resolution of the Board of Directors of PG&E Corp. dated December 18,
     1996.

6.   Except as provided in paragraph 5 of this Agreement, in consideration of
     the payment and benefits PG&E Corp. is providing under this Agreement, Mr.
     High on behalf of himself and his representatives, agents, heirs and
     assigns, waives, releases, discharges and promises never to assert any and
     all claims, liabilities or obligations of every kind and nature, whether
     known or unknown, suspected or unsuspected that he ever had, now has or
     might have as of the effective date of this Agreement against PG&E Corp.,
     its predecessors, subsidiaries, related entities, officers, directors,
     shareholders, owners, agents, attorneys, employees, successors, or assigns.
     The released claims include, without limitation, any claims arising from or
     related to Mr. High's employment with PG&E Corp., his resignation from his
     position as an officer and/or director of PG&E Corp. or any of its
     subsidiaries or affiliate companies, the separation of his employment with
     PG&E Corp., or any of its subsidiaries or affiliate companies, and/or any
     of the conditions, events, transactions or series of transactions related
     thereto, and the execution of this Agreement.  The released claims also
     specifically include, without limitation, any claims arising under any
     federal, state and local statutory or common law, such as Title VII of the
     Civil Rights Act, the federal Age Discrimination in Employment Act, the
     California Fair Employment and Housing Act, the Americans With Disabilities
     Act, the Employee Retirement Income Security Act, the Fair Labor Standards
     Act, the California Labor Code (all as amended), the law of contract and
     tort, and any claim for attorneys' fees.  Mr. High further agrees that his
     violation of this paragraph shall constitute a material breach of this
     Agreement.

7.   Mr. High acknowledges that there may exist facts or claims in addition to
     or different from those which are now known or believed by him to exist.
     Nonetheless, except as provided for in paragraph 5 of this Agreement, Mr.
     High understands, intends, and agrees that this Agreement extends to all
     claims of every nature and kind whatsoever, whether known or unknown,
     suspected or unsuspected, past or present, and he specifically waives all
     rights under Section 1542 of the California Civil Code which provides that:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR.

     Mr. High further agrees that his violation of this paragraph shall
     constitute a material breach of this Agreement.

8.   Mr. High agrees that he will not initiate, maintain, or accept the benefits
     from any legal action or proceeding of any kind against PG&E Corp. or any
     of its predecessors, subsidiaries, related entities, officers, directors,
     shareholders, owners, agents, attorneys, employees, successors, or assigns
     as to any matter released in this Agreement, nor shall he assist or
     participate in any such proceedings, including any proceedings brought by
     any third parties, except as required by court order or law or to enforce
     this Agreement.  Mr. High further agrees that his violation of this
     paragraph shall constitute a material breach of this Agreement.

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9.   Mr. High shall not seek any future re-employment with PG&E Corp.  This
     paragraph does not, however, preclude Mr. High from accepting an offer of
     future employment from PG&E Corp.

10.  Mr. High shall not disclose, publicize, or circulate to anyone in whole or
     in part, any information concerning the terms and/or conditions of this
     Agreement without the express written consent of the Chief Legal Officer of
     PG&E Corp. unless required by court order or law. Notwithstanding the
     preceding sentence, Mr. High may disclose the terms and conditions of this
     Agreement to his immediate family members, and any attorneys or tax
     advisors, if any, to whom there is a bona fide need for disclosure in order
     for them to render professional services to his, provided that Mr. High
     first instructs each affected family member, attorney, and tax advisor that
     he must keep the information confidential and may not make any disclosure
     of the terms and conditions of this Agreement, unless required by court
     order or law. Mr. High further agrees that his violation of this paragraph
     shall constitute a material breach of this Agreement.

11.  Mr. High agrees not to use, disclose, publicize, or circulate any
     confidential or proprietary information concerning PG&E Corp., its
     subsidiaries, or its affiliates, which has come to his attention during his
     employment with PG&E Corp., unless his doing so is expressly authorized in
     writing by the Chief Legal Officer of PG&E Corp., or is required by court
     order or law.  Before making any legally-required disclosure, Mr. High
     shall give PG&E Corp. notice at least ten (10) business days in advance.
     Mr. High further agrees that his violation of this paragraph shall
     constitute a material breach of this Agreement.

12.  Mr. High agrees not to engage in any unfair competition against PG&E Corp.
     For purposes of this Agreement, unfair competition shall be accorded the
     definition developed under the laws of the State of California, including
     section 17200, et seq., of the California Business and Professions Code.
     Mr. High agrees that his violation of this paragraph shall constitute a
     material breach of this Agreement.

13.  (a)  For a period of one year after the effective date of this Agreement as
          set forth in paragraph 17 below, Mr. High shall not, directly or
          indirectly, solicit or contact for the purpose of diverting or taking
          away or attempt to solicit or contact for the purpose of diverting or
          taking away any prospective customer of PG&E Corp. or its affiliates
          or subsidiaries about whom he acquired information as a result of any
          solicitation efforts by PG&E Corp., its subsidiaries, or affiliates,
          or the prospective customer during his employment with PG&E Corp. Mr.
          High further agrees that his violation of this paragraph shall
          constitute a material breach of this Agreement.

     (b)  For a period of one year after the effective date of this Agreement as
          set forth in paragraph 17 below, Mr. High shall not, directly or
          indirectly, solicit or contact for the purpose of diverting or taking
          away or attempt to solicit or contact for the purpose of diverting or
          taking away any existing customer of PG&E Corp. or its affiliates or
          subsidiaries.  Mr. High further agrees that his violation of this
          paragraph shall constitute a material breach of this Agreement.

     (c)  For a period of one year after the effective date of this Agreement as
          set forth in paragraph 17 below, Mr. High shall not, directly or
          indirectly, solicit or contact for the purpose of

                                      -3-
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          diverting or taking away or attempt to solicit or contact for the
          purpose of diverting or taking away any existing vendor of PG&E Corp.
          or its affiliates or subsidiaries. Mr. High further agrees that his
          violation of this paragraph shall constitute a material breach of this
          Agreement.

     (d)  For a period of one year after the effective date of this Agreement as
          set forth in paragraph 17 below, Mr. High shall not, directly or
          indirectly, solicit or contact for the purpose of diverting or taking
          away or attempt to solicit or contact for the purpose of diverting or
          taking away any prospective vendor of PG&E Corp. or its affiliates or
          subsidiaries, about whom he acquired information as a result of any
          solicitation efforts by PG&E Corp. or its affiliates or subsidiaries
          or the prospective vendor during his employment with PG&E Corp. Mr.
          High further agrees that his violation of this paragraph shall
          constitute a material breach of this Agreement.

     (e)  For a period of one year after the effective date of this Agreement as
          set forth in paragraph 17 below, Mr. High shall not, directly or
          indirectly, solicit, contact or induce, or attempt to solicit, contact
          or induce, any existing employees, agents or consultants of PG&E
          Corp., or of any of its subsidiaries or affiliates, to terminate or
          otherwise alter their employment, agency or consultant relationship
          with PG&E Corp. or any of its subsidiaries or affiliates. Mr. High
          further agrees that his violation of this paragraph shall constitute a
          material breach of this Agreement.

     (f)  For a period of one year after the effective date of this Agreement as
          set forth in paragraph 17 below, Mr. High shall not, directly or
          indirectly, solicit, contact or induce, any existing employees, agents
          or consultants of PG&E Corp., or of any of its subsidiaries or
          affiliates, to work in any capacity for or on behalf of any person,
          company or other business enterprise that is in competition with PG&E
          Corp. or any of its subsidiaries or affiliates. Mr. High further
          agrees that his violation of this paragraph shall constitute a
          material breach of this Agreement.

14.  Mr. High shall, upon reasonable notice from PG&E Corp., furnish information
     and proper assistance to PG&E Corp. (including truthful testimony and
     document production) as may reasonably be required by PG&E Corp. in
     connection with any legal, administrative or regulatory proceeding in which
     it or any of its subsidiaries or affiliates is, or may become, a party, or
     in connection with any filing or similar obligation of PG&E Corp. imposed
     by any taxing, administrative or regulatory authority having jurisdiction.
     Mr. High further agrees that his violation of this paragraph shall
     constitute a material breach of this Agreement.

15.  (a)  In the event that Mr. High breaches any material provision of this
          Agreement, PG&E Corp. shall have no further obligation to pay or
          provide to Mr. High any unpaid amounts or benefits specified in this
          Agreement. PG&E Corp. shall also be entitled to immediate return of
          any and all amounts or benefits previously paid or provided to Mr.
          High under this Agreement and to recalculate any future pension
          benefit entitlement without the additional credited service and/or age
          he received or would have received under this Agreement. Despite any
          breach by Mr. High his other duties and obligations under this
          Agreement, including his waivers and

                                      -4-
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          releases, shall remain in full force and effect. In the event of a
          breach or threatened breach by Mr. High of any of the provisions in
          paragraphs 6-8 and 10-14 of this Agreement, PG&E Corp. shall, in
          addition to any other remedies provided in this Agreement, be entitled
          to equitable and/or injunctive relief and, because the damages for
          such a breach or threatened breach will be difficult to determine and
          will not provide a full and adequate remedy, PG&E Corp. shall also be
          entitled to specific performance by Mr. High of his obligations under
          paragraphs 6-8 and 10-14 of this Agreement. Pursuant to paragraph 20
          herein, Mr. High shall also be liable for any litigation costs and
          expenses PG&E Corp. incurs in successfully seeking enforcement of its
          rights under this Agreement, including reasonable attorney's fees.

     (b)  Mr. High shall be entitled to recover actual damages in the event of
          any material breach of this Agreement by PG&E Corp., including any
          unexcused late or non-payment of any amounts owed under this
          Agreement, or any unexcused failure to provide any other benefits
          specified in this Agreement.  In the event of a breach or threatened
          breach by PG&E Corp. of any of its material obligations to Mr. High
          under this Agreement, Mr. High shall be entitled to seek, in addition
          to any other remedies provided in this Agreement, specific performance
          of PG&E Corp.'s obligations and any other applicable equitable or
          injunctive relief.  Pursuant to paragraph 20 herein, PG&E Corp. shall
          also be liable for any litigation costs and expenses Mr. High incurs
          in successfully seeking enforcement of his rights under this
          Agreement, including reasonable attorney's fees.  Despite any breach
          by PG&E Corp., its other duties and obligations under this Agreement
          shall remain in full force and effect.

16.  Mr. High acknowledges and agrees that this Agreement is not, and shall not
     be considered, an admission of liability or of a violation of any
     applicable contract, law, rule, regulation, or order of any kind.

17.  Pursuant to the Older Workers Benefit Protection Act, Mr. High acknowledges
     that he was provided up to 21 days to consider and accept the terms of this
     Agreement and that he was advised to consult with an attorney about the
     Agreement before signing it.
     Mr. High also understands that, after he signs the Agreement, he will have
     an additional seven (7) days in which to revoke his acceptance in writing,
     that to revoke, he must submit a signed statement to that effect to PG&E
     Corp.'s Senior Human Resources Officer before the close of business on the
     seventh day, and that, if he does not submit such a revocation, the
     Agreement will take effect on the eighth day after he signs it.

18.  This Agreement sets forth the entire agreement between the parties
     pertaining to the subject matter of this Agreement and fully supersedes any
     prior or contemporaneous negotiations, representations, agreements, or
     understandings between the parties with respect to any such matters,
     whether written or oral (including any that would have provided Mr. High
     any different severance arrangements). The parties acknowledge that they
     have not relied on any promise, representation or warranty, express or
     implied, not contained in this Agreement. Parol evidence will be
     inadmissible to show agreement by and among the parties to any term or
     condition contrary to or in addition to the terms and conditions contained
     in this Agreement.

19.  If any provision of this Agreement is determined to be invalid, void, or

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     unenforceable, the remaining provisions shall remain in full force and
     effect except that, should paragraphs 6-8 and 10-14 be held invalid, void
     or unenforceable, either jointly or separately, PG&E Corp. shall be
     entitled to rescind the Agreement and/or recover from Mr. High any payments
     made and benefits provided to his under this Agreement.  Mr. High
     understands and agrees that before initiating any action to set aside all
     or any part of this Agreement, a mandatory condition precedent is his prior
     tender back to PG&E Corp. of the amounts of any payments previously made or
     benefits provided to his under this Agreement, including without
     limitation, any increased pension benefits he gained as a result of any
     additional credited service and/or age he received under this Agreement.

20.  With the exception of any request for specific performance, injunctive or
     other equitable relief, any dispute or controversy of any kind arising out
     of or related to this Agreement, Mr. High's employment with PG&E Corp. (or
     with the employing subsidiary), the separation thereof and from his
     positions as an officer and/or director of PG&E Corp. or any subsidiary or
     affiliate, or any claims for benefits shall be resolved exclusively by
     final and binding arbitration using a three member arbitration panel in
     accordance with the Commercial Arbitration Rules of the American
     Arbitration Association then in effect. Provided, however, that in making
     their determination, the arbitrators shall be limited to accepting the
     position of Mr. High or the position of PG&E Corp., as the case may be. The
     only claims not covered by this paragraph 20 are any non-waivable claims
     for benefits under workers' compensation or unemployment insurance laws,
     which will be resolved under those laws. Any arbitration pursuant to this
     paragraph 20 shall take place in San Francisco, California. Parties may be
     represented by legal counsel at the arbitration but must bear their own
     fees for such representation. The prevailing party in any dispute or
     controversy covered by this paragraph 20, or with respect to any request
     for specific performance, injunctive or other equitable relief, shall be
     entitled to recover, in addition to any other available remedies specified
     in this Agreement, all litigation expenses and costs, including any
     arbitrator, administrative or filing fees and reasonable attorneys' fees.
     Both Mr. High and PG&E Corp. specifically waive any right to a jury trial
     on any dispute or controversy covered by this paragraph 20. Judgment may be
     entered on the arbitrators' award in any court of competent jurisdiction.
     Subject to the arbitration provisions herein, the sole jurisdiction and
     venue for any action related to the subject matter of this Agreement shall
     be the California state and federal courts having within their jurisdiction
     the location of PG&E Corp.'s principal place of business in California at
     the time of such action. Both parties consent to the jurisdiction of such
     courts for any such action.

21.  This Agreement shall be governed by and construed under the laws of the
     United States and, to the extent not preempted by such laws, by the laws of
     the State of California, without regard to the conflicts of laws provisions
     thereof.

22.  The failure of either party to exercise or enforce, at any time, or for any
     period of time, any of the provisions of this Agreement shall not be
     construed as a waiver of such provision, or any portion thereof, and shall
     in no way affect that party's right to exercise or enforce such provisions.
     No waiver or default of any provision of this Agreement shall be deemed to
     be a waiver of any succeeding breach of the same or any other provisions of
     this Agreement.

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23.  Mr. High acknowledges and agrees that he has read and understands the
     contents of this Agreement, that he has been afforded the opportunity to
     carefully review this Agreement with an attorney of his choice, that he has
     not relied on any oral or written representation not contained in this
     Agreement, that he has signed it knowingly and voluntarily, and that after
     this Agreement becomes effective he will be bound by all of its provisions.

     PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
     UNKNOWN CLAIMS.


   THOMAS W. HIGH                            BRENT G. STANLEY
----------------------------------      ---------------------------------
   THOMAS W. HIGH                            PG&E CORPORATION


  December 8, 2000                           December 8, 2000
----------------------------------      ---------------------------------
         DATE                                       DATE

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