ex1037.htm


    
      Exhibit
10.37

    


     

    Director
Compensation

    


    RESOLUTION OF
THE

    BOARD OF DIRECTORS
OF

    PACIFIC GAS AND ELECTRIC
COMPANY

    


    September 17,
2008

    


    BE IT RESOLVED that, effective January
1, 2009, advisory directors and directors who are not employees of this company
or PG&E Corporation (collectively, “non-employee directors”) shall be paid a
retainer of $13,750 per calendar quarter, which shall be in addition to any fees
paid for attendance at Board meetings, Board committee meetings, and shareholder
meetings; provided, however, that a non-employee director shall not be paid a
retainer by this company for any calendar quarter during which such director
also serves as a non-employee director of PG&E Corporation; 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; provided, however,
that a non-employee director who serves as lead director shall not be paid an
additional retainer by this company for any calendar quarter during which such
director also serves as lead director of the PG&E Corporation Board of
Directors; 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; provided, however, that a non-employee
director duly appointed to chair a permanent committee of this Board shall not
be paid an additional retainer by this company for any calendar quarter during
which such director also serves as chair of the corresponding committee of the
PG&E Corporation Board of Directors; and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, non-employee directors attending any meeting of the Board that
is not held concurrently or sequentially with a meeting of the Board of
Directors of PG&E Corporation, or any meeting of a Board committee that is
not held concurrently or sequentially with a meeting of the corresponding
committee of 

     

     

    
      
         

      

      
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    the
PG&E Corporation Board, shall be paid a fee of $1,750 for each such Board or
Board committee meeting attended; provided, however, that non-employee directors
attending any meeting of the Audit Committee of this Board that is not held
concurrently or sequentially with a meeting of the Audit Committee of the
PG&E Corporation Board shall be paid a fee of $2,750 for each such meeting
attended; and

    


    BE IT FURTHER RESOLVED that, effective
January 1, 2009, non-employee directors attending any meeting of this company’s
shareholders that (1) is not held on the same day as a meeting of this Board or
a meeting of the Board of Directors of PG&E Corporation, and (2) is not held
concurrently or sequentially with a meeting of the shareholders of PG&E
Corporation shall be paid a fee of $1,750 for each such meeting attended;
and

    


    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 PG&E Corporation 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 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 company; 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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