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                                                                  Exhibit 10.16
                                  Perquisites
                                  Executive Flexible Perquisites Program



                                  The Flexible Perquisites Program provides you
                                  with a wide range of services and gives you
                                  the flexibility to create a personalized
                                  spending or savings program.
How The
Program Works
                                  As an officer, you are automatically enrolled
                                  in the plan.  In January of each year you may
                                  receive an annual flexible allowance to apply
                                  to the cost of certain services. A menu of
                                  services is provided from which you may build
                                  the program most valuable to you. Current
                                  allowances are as follows:

                                  o  Chairman and Chief Executive Officer,
                                     President, Executive Vice Presidents, 
                                     and Senior Vice Presidents      $15,500
                                   
                                  o  All other officers              $14,000


                                  Perquisite allowances are subject to income 
                                  tax withholding at the time of grant.

                                  Officers appointed on or after July 1 of any
                                  year are eligible for a 50 percent allowance
                                  for the year of appointment.

                                  Flexible Perquisite Menu

                                  The following is a list of approved
                                  perquisites. You may choose the provider for
                                  any given service and authorize payments or
                                  reimbursements from your account
                                  accordingly.* There are no cost limits for
                                  these perquisites as long as you do not
                                  exceed the current year's allowance plus any
                                  unused allowance carried over from prior
                                  years.



                                  *  The company will not recognize statements
                                     for services rendered from PG&E employees
                                     or from relatives of a participating
                                     officer.




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                                  Executive Flexible Perquisites Program


                                  Financial Planning includes retirement
                                  counseling, insurance analysis, cash-flow
                                  planning, investment planning, debt
                                  management, estate planning, portfolio
                                  management, and stock option and Savings Fund
                                  Plan counseling.

                                  Tax Preparation includes annual fees for
                                  preparing federal and state income tax
                                  returns, as well as tax consultation and
                                  assistance with revenue examining agencies on
                                  tax returns filed.

                                  Legal Counsel includes advice pertaining to
                                  financial, estate, or legal matters. Your
                                  allowance cannot be used for fees incurred in
                                  any action in which your interest is inimical
                                  to the company.

                                  Health, Business, or Professional Club
                                  Membership includes annual membership dues
                                  and related annual fees (such as locker,
                                  storage, or rental fees). Clubs with
                                  discriminatory practices are ineligible for
                                  payment.  You may also use your allowance to
                                  purchase home exercise equipment.

                                  The company wants you to maintain good
                                  health, and therefore will continue to pay
                                  for annual physical examinations under the
                                  Executive Health Program. This cost will not
                                  be charged against your flexible perquisite
                                  allowance. (Refer to the Executive Health
                                  Program section of this binder for more
                                  information.)

                                  Insurance includes the purchase of
                                  supplemental life, disability, and accidental
                                  death and dismemberment insurance, as well as
                                  personal liability and automobile insurance
                                  coverage to meet your personal needs.

                                  Home Security System includes any home
                                  security device for use in your primary
                                  residence (such as electrical or mechanical
                                  alarms, lighting, electrical fences or
                                  cameras).





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                                  For your convenience, a list of various
                                  providers of perquisite services is provided
                                  in the Contacts section of the binder. Of
                                  course, this list is not meant as a
                                  recommendation. The choice of providers is
                                  entirely yours.





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                                  Executive Flexible Perquisites Program


                                  Unused Allowance

                                  Your perquisite dollars accrue in a non
                                  interest-bearing account until you wish to
                                  use those amounts. You may accrue unused
                                  allowances from year to year, up to a maximum
                                  of four times the annual allowance. Once this
                                  maximum is reached, no further allowances
                                  will be granted until the accrued allowances
                                  are used. Further allowances will be granted
                                  only in amounts that will not exceed the
                                  maximum. The four-year maximum accrued amount
                                  cannot be exceeded at any time.

                                  Reimbursement Procedures

                                  Reimbursement payments may be made in one of
                                  three ways:

                                  1.  You may pay the invoice and submit it
                                      with a completed payment authorization
                                      form to Executive Payroll.  (Refer to the
                                      Forms section of this binder for a sample
                                      of this form.) This form must be
                                      submitted to Executive Payroll during the
                                      year the benefit is received (or, if the
                                      benefit was provided in November or
                                      December, no later than March 31 of the
                                      following year). The reimbursement check
                                      will be sent directly to you.

                                  2.  You may have a provider of the service
                                      forward the unpaid invoice directly to
                                      Executive Payroll. A payment
                                      authorization form, completed by you,
                                      must accompany the provider's invoice.
                                      The form and unpaid invoice must be
                                      submitted to the company during the year
                                      the benefit is received (or, if the
                                      benefit was provided in November or
                                      December, no later than March 31 of the
                                      following year). The check will be sent
                                      directly to the provider of the service.

                                  3.  The company may pay for eligible expenses
                                      and charge your allowance account
                                      accordingly. Executive Payroll will issue
                                      all checks within 10 working days after





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                                      receiving proper documentation.





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                                  Executive Flexible Perquisites Program


More You
Should Know
                                  o   In connection with the perquisites
                                      program, you will be sent: 

                                      -  Quarterly statements itemizing 
                                         activity and unused allowances.  

                                      -  An annual statement summarizing the 
                                         current year's activities and 
                                         itemizing eligible perquisites and
                                         available dollars (including
                                         accumulated amounts, if any) for the 
                                         following year.

                                  o   If you are promoted to a senior officer
                                      position, changes in your allowance will
                                      become effective on the date of your
                                      promotion.

                                  o   If your employment is terminated due to
                                      death, unused balances in your perquisite
                                      account will be paid or reimbursed to
                                      your beneficiary or estate.

                                  o   If you retire or become disabled, or if
                                      your employment is terminated for any
                                      other reason, unused balances in your
                                      perquisite account will be paid to you as
                                      soon as practicable.

                                  o   You may defer all or a portion of your
                                      annual Flexible Perquisites allowance
                                      through the Deferred Compensation Plan.





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