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PG&E Corporation Set To End Shareholder Rights Plan

02/18/2004

(San Francisco) - PG&E Corporation's (NYSE: PCG) Board of Directors voted today to terminate the Corporation's Shareholder Rights Plan upon Pacific Gas and Electric Company's impending exit from Chapter 11. The rights issued under the plan are now set to expire on the date that Pacific Gas and Electric Company's confirmed Chapter 11 plan of reorganization becomes effective.

The Board adopted the Shareholder Rights Plan in December 2000, when the company faced the extraordinary financial circumstances brought on by the California energy crisis. The plan was intended to protect the Corporation's shareholders in the event the Corporation was presented with inadequate offers or coercive or unfair takeover tactics.

Today's decision responds to shareholders who supported a proposal to terminate the plan and to the improving financial and regulatory circumstances arising from the utility's impending exit from Chapter 11.

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