ex1036.htm


    
      
        
          


        

        Exhibit
10.36

      

    


    Director
Compensation

    


    RESOLUTION OF
THE

    BOARD OF DIRECTORS
OF

    PG&E
CORPORATION

    


    September 17,
2008

    


    BE IT RESOLVED that, effective January
1, 2009, advisory directors and directors who are not employees of this
corporation or Pacific Gas and Electric Company (collectively, “non-employee
directors”) shall be paid a retainer of $13,750 per calendar quarter, which
shall be in addition to fees paid for attendance at Board meetings, Board
committee meetings, and shareholder meetings; and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, the non-employee director who serves as lead director shall be
paid an additional retainer of $12,500 per calendar quarter; and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, the non-employee director who is duly appointed to chair the
Audit Committee of this Board shall be paid an additional retainer of $12,500
per calendar quarter, and the non-employee directors who are duly appointed to
chair the other permanent committees of this Board shall be paid an additional
retainer of $1,875 per calendar quarter; and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, non-employee directors shall be paid a fee of $1,750 for each
meeting of the Board and each meeting of a Board committee attended; provided,
however, that non-employee directors who are members of the Audit Committee
shall be paid a fee of $2,750 for each meeting of the Audit Committee attended;
and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, non-employee directors attending any meeting of this
corporation’s shareholders that is not held on the same day as a meeting of this
Board shall be paid a fee of $1,750 for each such meeting attended;
and

    


    
      
         

      

      
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                BE IT FURTHER
RESOLVED that, subject to compliance with applicable securities laws, any
non-employee director may participate in a Directors’ Voluntary Stock Purchase
Program by instructing the Corporate Secretary to withhold an amount equal to
but not less than 20 percent of his or her meeting fees and/or quarterly
retainers for the purpose of acquiring shares of this corporation’s common stock
on behalf of said director; provided, however, that once a non-employee director
has so instructed the Corporate Secretary, said director may not modify or
discontinue such instruction for at least 12 calendar months; and

    


    BE IT FURTHER RESOLVED that
non-employee directors shall be eligible to participate in the PG&E
Corporation 2006 Long-Term Incentive Plan under the terms and conditions of that
Plan, as adopted by this Board and as may be amended from time to time;
and

    


    BE IT FURTHER RESOLVED that members of
this Board shall be reimbursed for reasonable expenses incurred in connection
with attending Board, Board committee, or shareholder meetings, or participating
in other activities undertaken on behalf of this corporation; and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, the resolution on this subject adopted by the Board of
Directors on February 20, 2008 is hereby superseded.

    



    
      
        
           

        

         


      

      
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