SAN FRANCISCO - PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric Company today filed their strong opposition to the California Public Utilities Commission (CPUC) request that the utility be required to pay for UBS Warburg's fees and expenses in connection with the Commission's alternative plan of reorganization.

In the filing, the companies said that the Bankruptcy Court should deny the Commission's request, since there is no authority in the Bankruptcy Code or related law that allows a debtor to pay for a creditor to hire an investment banker.

Moreover, the UBS Warburg agreement itself cannot be justified because its fees, which could exceed more than $125 million, are far beyond customary commercial terms:

• There is nothing in UBS Warburg's agreement that commits the firm to provide any services that are beneficial to PG&E's bankruptcy estate.

• The magnitude of UBS Warburg's compensation structure is completely unwarranted. It exceeds Wall Street standards for investment banking fees.

• The agreement includes a completely inappropriate $8 million upfront retainer fee. Worse yet, there are no standards that UBS Warburg provides valuable services for the $8 million fee.

On June 25, the CPUC announced that it had hired UBS Warburg in an effort to show that its alternative plan was financially feasible. After reviewing the agreement, it is clear that UBS Warburg has not committed its assets, produced a "highly confident" letter, or provided other support necessary for financing the CPUC alternative plan.

The Bankruptcy Court is scheduled to hear the oral arguments on July 22, 2002.