ex1024.htm


    Exhibit 10.24


    
      PG&E
CORPORATION

      2005
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

    

     

    


    
       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                1.    Purpose of the
      Plan .................................................................................................1

              
	
                2.    Definitions ................................................................................................................1

              
	
                3.    Eligibility ...................................................................................................................2

              
	
                4.    Deferrals ....................................................................................................................2

              
	
                5.    Investment
      Funds.................................................................................................... 3

              
	
                6.    Accounting ...............................................................................................................3

              
	
                7.    Distributions .............................................................................................................4

              
	
                8.    Distribution
      Due to Unforeseeable Emergency (Hardship
      Distribution)......... 6

              
	
                9.    Vestng ........................................................................................................................6

              
	
                10. 
        Administration of the
      Plan.................................................................................... 6

              
	
                11.    Funding ...................................................................................................................6

              
	
                12.    Modification or
      Termination of
      Plan ...................................................................7

              
	
                13.    General
      Providions of the
      Plan .............................................................................7

              


      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      PG&E
CORPORATION

       

      


    

    
      2005
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

       

      


    

    This is
the controlling and definitive statement of the PG&E CORPORATION (“PG&E CORP”) 2005
Deferred Compensation Plan for Non-Employee Directors (the “Plan”).  The Plan was amended for compliance with the final Code
Section 409A regulations effective as of
January 1, 2009.  Except
as provided herein, the Plan is effective as of January 1, 2005, with respect to
all individuals who are Directors as of such date.  The Plan continues
the program embodied in the PG&E Corporation Deferred Compensation Plan for
Non-Employee Directors (the “Prior
Plan”).

     

    1. Purpose of the
Plan.  The Plan is established and is maintained for the
benefit of Directors of PG&E CORP in order to provide the Directors with an
opportunity to defer receipt of their Meeting Fees and Retainer
Fees.  The Plan is an unfunded deferred compensation
plan.

     

    2. Definitions.  The
following words and phrases shall have the following meanings unless a different
meaning is plainly required by the context:

     

    (a) “Board of Directors”
shall mean the Board of Directors of PG&E CORP, as from time to time
constituted.

     

    (b) “Code” shall mean the
Internal Revenue Code of 1986, as amended.  Reference to a specific
section of the Code shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing, or superseding such section.

     

    (c) “Committee” shall mean
the Compensation Committee of the Board of Directors, as it may be constituted
from time to time.

     

    (d) “Deferred Compensation
Account” or “Account” shall mean
as to any Director, the separate account maintained on the books of PG&E
CORP in accordance with Section 6(a) in order to reflect his or her interest
under the Plan.  Accounts shall be centrally administered by the Plan
Administrator or its designee.

     

    (e) “Director” shall mean
any member of the Board of Directors who is not an employee of PG&E CORP or
a Subsidiary.

     

    (f) “Director's Termination
Date” shall mean the date of the Director's separation from service
(within the meaning of Section 409A of the Code).

     

    (g) “Investment Funds”
shall mean the investment funds established by the Board of Directors and
reflected from time to time on Appendix A.  The Investment Funds shall
be used for tracking phantom investment results under the Plan.

     

    (h) “Meeting Fee” means
the amount of compensation paid by PG&E CORP to a Director for his or her
attendance and services at a meeting of the Board of Directors or any committee
thereof.  A Meeting Fee shall not include (i) any Retainer Fee, or
(ii) any reimbursement by PG&E CORP of expenses incurred by a Director
incidental to attendance at a 

     

    
      
        
        

      

      
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      meeting
of the Board of Directors or of a committee thereof or of any other expense
incurred on behalf of PG&E CORP.

    

     

    (i) “PG&E CORP” shall
mean PG&E Corporation, a California corporation.

     

    (j) “Plan” shall mean the
PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors,
as set forth in this instrument and as amended from time to time.

     

    (k) “Plan Year” shall mean
the calendar year.

     

    (l) “Prior Plan” shall
mean the PG&E Corporation Deferred Compensation Plan for Non-Employee
Directors.

     

    (m) “Retainer Fee” means
the amount of compensation paid by PG&E CORP to a Director for retaining his
or her services during a calendar quarter.  A Retainer Fee shall not
include (i) any Meeting Fee, or (ii) any reimbursement by PG&E CORP of
expenses incurred by a Director incidental to attendance at a meeting of the
Board of Directors or of a committee thereof or of any other expense incurred on
behalf of PG&E CORP.

     

    (n) “Subsidiary” shall
mean a subsidiary of PG&E CORP.

     

    (o) “Valuation Date” shall
mean:

     

    (1) For
purposes of valuing Plan assets and Directors’ Accounts for periodic reports and
statements, the date as of which such reports or statements are made;
and

     

    (2) For
purposes of determining the amount of assets actually distributed to the
Director or his or her beneficiary (or available for withdrawal), a date that
shall not be more than seven business days prior to the date the check is issued
to the Director.

     

    In any
other case, the Valuation Date shall be the date designated by the Plan
Administrator (in its discretion) or the date otherwise set forth in this
Plan.  In all cases, the Plan Administrator (in its discretion) may
change the Valuation Date, on a uniform and nondiscriminatory basis, as is
necessary or appropriate.  Notwithstanding the foregoing, the
Valuation Date shall occur at least annually.

    


    3. Eligibility.  Each
Director who receives a Meeting Fee or Retainer Fee for service on the Board of
Directors shall be eligible to participate in the Plan.

     

    4. Deferrals.

     

    (a) Amount of
Deferral.  A participating Director may defer (i) all Retainer
Fees only; (ii) Meeting Fees only; or (iii) all Retainer Fees and all Meeting
Fees.

     

    (b) Credits to
Accounts.  Deferrals shall be credited to a Director’s Account
as of the date that they otherwise would have been paid.

     

    
      
        
        

      

      
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    (c) Deferral
Election.  A Director must file an election form with the
Corporate Secretary which indicates whether Retainer Fees, Meeting Fees or both
are to be deferred under the Plan.  The election shall occur no later
than December 31 (or such earlier date established by the Plan Administrator) of
the calendar year next preceding the service year (within the meaning of
Treasury Regulation Section 1.409A-2(a)(3)).  Notwithstanding the
foregoing, to the extent permitted under Treasury Regulation Section
1.409A-2(a)(7), upon first becoming a Director, an election to defer shall be
effective for Meeting Fees and/or Retainer Fees earned with respect to service provided following the filing of a Deferral Election
Form, provided said Form is filed with the Corporate Secretary within 30 days
following the date when the individual first becomes a Director.  The
Plan Administratory may, in its sole discretion, permit elections to made under
other timing rules that comply with Code Section 409A.

     

    5. Investment
Funds.  Although no assets will be segregated or otherwise set
aside with respect to a Director’s Account, the amount that is ultimately
payable to the Director with respect to such Account shall be determined as if
such Account had been invested in some or all of the Investment
Funds.  The Plan Administrator, in its sole discretion, shall adopt
(and modify from time to time) such rules and procedures as it deems necessary
or appropriate to implement the deemed investment of the Directors’
Accounts.  Such procedures generally shall provide that a Director’s
Account shall be deemed to be invested among the available Investment Funds in
the manner elected by the Director in such percentages and manner as prescribed
by the Plan Administrator.  In the event no election has been made by
the Director, such Account will be deemed to be invested in the AA Utility Bond
Fund.  Directors shall be able to reallocate their Accounts between
the Investment Funds and reallocate amounts newly credited to their Accounts at
such time and in such manner as the Plan Administrator shall
prescribe.  Anything to the contrary herein notwithstanding, a
Director may not reallocate Account balances between Investment Funds if such
reallocation would result in a non-exempt Discretionary Transaction as defined
in Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or any
successor to Rule 16b-3, as in effect when the reallocation is
requested.  The available Investment Funds shall be listed on Appendix
A and may be changed from time to time by the Board of Directors.

     

    6. Accounting.

     

    (a) Accounts.  At
the direction of the Plan Administrator, there shall be established and
maintained on the books of PG&E CORP, a separate account for each
participating Director in order to reflect his or her interest under the
Plan.

     

    (b) Investment
Earnings.  Each Director’s Account shall initially reflect the
value of his or her Account’s interest in each of the Investment Funds, deemed
acquired with the amounts credited thereto.  Each Director’s Account
shall also be credited (or debited) with the net appreciation (or depreciation),
earnings and gains (or losses) with respect to the investments deemed made by
his or her Account.  Any such net earnings or gains deemed realized
with respect to any investment of any Director’s Account shall be deemed
reinvested in additional amounts of the same investment and credited to the
Director’s Account.

     

    (c) Accounting
Methods.  The accounting methods or formulae to be used under
the Plan for the purpose of maintaining the Directors’ Accounts shall be
determined by the Plan Administrator.  The accounting methods or
formulae selected by the Plan Administrator may be 

     

    
      
        
        

      

      
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      revised
from time to time but shall conform to the extent practicable with the
accounting methods used under the Applicable Plan.

    

     

    (d) Valuations and
Reports.  The fair market value of each Director’s Account
shall be determined as of each Valuation Date.  In making such
determinations and in crediting net deemed earnings and gains (or losses) in the
Investment Funds to the Directors’ Accounts, the Plan Administrator (in its
discretion) may employ such accounting methods as the Plan Administrator (in its
discretion) may deem appropriate in order to fairly reflect the fair market
values of the Investment Funds and each Director’s Account.  For this
purpose, the Plan Administrator may rely upon information provided by the Plan
Administrator or other persons believed by the Plan Administrator to be
competent.

     

    (e) Statements of Director’s
Accounts.  Each Director shall be furnished with periodic
statements of his or her interest in the Plan by January 31 of each
year.

     

    7. Distributions.

     

    (a) Distribution
of Account Balances.  Except to the extent the Director has elected
otherwise under Section 7(b) or Section 7(c) at the
time of a deferral election or Section 7(e)
applies, distribution of the balance credited to a Director’s Account
shall be made in a single lump sum in January of the year following the
Director’s Termination Date.

     

    (b) Installment
Distributions.  In lieu of a single sum payment under Section
7(a) or 7(c), a Director may at the time of deferral elect in writing and file
with the Plan Administrator an election that payment of amounts credited to the
Director’s Account be made in 10 approximately equal annual
installments.  However, if during the installment payment period the
Account balance is less than $5,000, the value of the remaining installments
shall be paid as a lump sum.  Installment payments (including a final
payment pursuant to the preceding sentence) will be made in January of the year
following the Director’s Termination Date and on each anniversary thereof until
all installments are paid.

     

    (c) “Specific Date”
Distributions.  By filing an irrevocable election with the Plan
Administrator, a Director may at the time of deferral elect to commence
distribution of full or partial payment of the balance of his or her Account in
January of any future year instead of pursuant to Section 7(a). 

     

    (d) Change in Distribution
Election.  A Director may change a distribution election
previously made pursuant to Section 7(b) or Section 7(c) only in accordance with
the rules under Code Section 409A.  Generally, a subsequent election
pursuant to this Section 7(d):  (1) cannot take effect for twelve (12)
months, (2) must occur at least twelve (12) months before the first scheduled
payment under a payment at a specified date elected pursuant to Section 7(c),
and (3) must defer a previously elected distribution at least five (5)
additional years from the date payment would have otherwise been
made.  The Plan Administrator may establish additional rules or
restrictions on changes in distribution elections.

     

    (e) Death
Distributions.  If a Director dies before the entire balance of
his or her Account has been distributed (whether before or after the Termination
Date and whether or not installment payments had previously commenced), the
remaining balance of the Director’s 

     

    
      
        
        

      

      
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      Account
shall be distributed to the beneficiary designated or otherwise determined in
accordance with Section 7(g), as soon as practicable (but in any event within 90 days) after the date
of death.

    

     

    (f) Payments to
Incompetents.  If any individual to whom a benefit is payable
under the Plan is a minor or if the Plan Administrator determines that any
individual to whom a benefit is payable under the Plan is incompetent to receive
such payment or to give a valid release therefor, payment shall be made to the
guardian, committee, or other representative of the estate of such individual
which has been duly appointed by a court of competent
jurisdiction.  If no guardian, committee, or other representative has
been appointed, payment may be made to any person as custodian for such
individual under the California Uniform Transfers to Minors Act (or similar law
of another state) or may be made to or applied to or for the benefit of the
minor or incompetent, the incompetent’s spouse, children or other dependents,
the institution or persons maintaining the minor or incompetent, or any of them,
in such proportions as the Plan Administrator from time to time shall determine;
and the release of the person or institution receiving the payment shall be a
valid and complete discharge of any liability of PG&E CORP with respect to
any benefit so paid.

     

    (g) Beneficiary
Designations.  Each Director may designate, in a signed writing
delivered to the Plan Administrator, on such form as it may prescribe, one or
more beneficiaries to receive any distribution which may become payable under
the Plan as the result of the Director’s death.  A Director may
designate different beneficiaries at any time by delivering a new designation in
like manner.  Any designation shall become effective only upon its
receipt by the Plan Administrator, and the last effective designation received
by the Plan Administrator shall supersede all prior designations.  If
a Director dies without having designated a beneficiary or if no beneficiary
survives the Director, the Director’s Account shall be payable to the estate or
the last to die of the Director.

     

    (h) Undistributable
Accounts.  Each Director and (in the event of death) his or her
beneficiary shall keep the Plan Administrator advised of his or her current
address.  If the Plan Administrator is unable to locate the Director
or beneficiary to whom a Director’s Account is payable under this Section 7, the
Director’s Account shall be frozen as of the date on which distribution would
have been completed in accordance with this Section 7, and no further
appreciation, depreciation, earnings, gains or losses shall be credited (or
debited) thereto.

     

    (i) Plan Administrator
Discretion.  Within the specific time periods described in this
Section 7, the Plan Administrator shall have sole discretion to determine the
specific timing of the payment of any Account balance under the
Plan.

     

                 (j)  Specified
Employees.  Notwithstanding
anything in this Plan to the contrary, the Plan Administrator shall delay any
payment under this Plan to the extent necessary to comply with Code Section
409A(a)(2)(B)(i) (relating to payments made to certain “specified employees” of
certain publicly-traded companies) and in such event, any such amount to which
the affected Directors would otherwise be entitled during the six (6) month
period immediately following the Director’s Termination Date (or shorter
period ending on the date of the Director’s death following the Director’s Termination Date) will be paid on the first business day following the expiration of the applicable
delay period.

     

    
      
        
        

      

      
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    8. Distribution Due to
Unforeseeable Emergency (Hardship Distribution).    A
participant may request a distribution due to an unforeseeable emergency (within
the meaning of Code Section 409A) by submitting a written request to the Plan
Administrator.  The Plan Administrator shall have the authority to
require such evidence as it deems necessary to determine if a distribution is
warranted.  If an application for a hardship distribution due to an
unforeseeable emergency is approved, the distribution shall be payable in a lump
sum within 30 days after approval of such distribution.  After receipt
of a payment requested due to an unforeseeable emergency, a participant may not
make additional deferrals during the remainder of the Plan Year in which the
recipient received the payment.  A participant who has commenced
receiving installment payments under the Plan may request acceleration of such
payments in the event of an unforeseeable emergency.  The distribution
due to an unforeseeable emergency shall not exceed the amount reasonably
necessary to meet the emergency.  This Section 8 shall be administered
in accordance with the requirements of Code Section 409A.

     

    9. Vesting.  A
Director’s interest in his or her Account at all times shall be 100 percent
vested and nonforfeitable.

     

    10. Administration of the
Plan.

     

    (a) Plan
Administrator.  The Committee is hereby designated as the
administrator of the Plan.  The Plan Administrator delegates to the
Corporate Secretary, or his or her designee, the authority to carry out all
duties and responsibilities of the Plan Administrator under the
Plan.  The Plan Administrator shall have the authority to control and
manage the operation and administration of the Plan.

     

    (b) Powers of Plan
Administrator.  The Plan Administrator shall have all
discretion and powers necessary to supervise the administration of the Plan and
to control its operation in accordance with its terms, including, but not by way
of limitation, the power to interpret the provisions of the Plan and to
determine, in its sole discretion, any question arising under, or in connection
with the administration or operation of, the Plan.

     

    (c) Decisions of Plan
Administrator.  All decisions of the Plan Administrator and any
action taken by it in respect of the Plan and within the powers granted to it
under the Plan shall be conclusive and binding on all persons and shall be given
the maximum deference permitted by law.

     

    11. Funding.  All
amounts credited to a Director’s Account under the Plan shall continue for all
purposes to be a part of the general assets of PG&E CORP.  The
interest of the Director in his or her Account, including his or her right to
distribution thereof, shall be an unsecured claim against the general assets of
PG&E CORP.  While PG&E CORP may choose to invest a portion of
its general assets in investments identical or similar to those selected by
Directors for purposes of determining the amounts to be credited (or debited) to
their Accounts, nothing contained in the Plan shall give any Director or
beneficiary any interest in or claim against any specific assets of PG&E
CORP.

     

    
      
        
        

      

      
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    12. Modification or Termination
of Plan.  

     

    (a) Obligations
Limited.  The Plan is voluntary on the part of PG&E CORP,
and PG&E CORP does not guarantee to continue the Plan.

     

    (b) Right to Amend or
Terminate.  The Board of Directors, acting through its
Compensation Committee, reserves the right to alter, amend, or terminate the
Plan, or any part thereof, in such manner as it may determine, for any reason
whatsoever.

     

    (1) Limitations.  Any
alteration, amendment, or termination shall take effect upon the date indicated
in the document embodying such alteration, amendment, or termination, provided
that no such alteration or amendment shall divest any portion of an Account that
is then vested under the Plan.

     

    (c) Effect of
Termination.  If the Plan is terminated, the balances credited
to the Accounts of the Directors affected by such termination shall be
distributed to them at the time and in the manner set forth in Section 7;
provided, however, that the Plan Administrator, in its sole discretion, may
authorize accelerated distribution of Directors’ Accounts to the extent provided in Treasury Regulation Sections
1-409A-3(j)(4)(ix) (A) (relating to terminations in connection with certain
corporate dissolutions), (B) (relating to terminations in connection with
certain change of control events), and (C) (relating to general
terminations).

     

    13. General
Provisions.

     

    (a) Inalienability.  Except
to the extent mandated by applicable law, in no event may either a Director, a
former Director or his or her spouse, beneficiary or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any right or interest
under the Plan; and such rights and interests shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution, or other
legal process.

     

    (b) Rights and
Duties.  Neither PG&E CORP nor the Plan Administrator shall
be subject to any liability or duty under the Plan except as expressly provided
in the Plan, or for any action taken, omitted, or suffered in good
faith.

     

    (c) No Enlargement of
Rights.  Neither the establishment or maintenance of the Plan,
nor any action of PG&E CORP or Plan Administrator, shall be held or
construed to confer upon any individual any right to be continued as a Director
nor, upon dismissal, any right or interest in any specific assets of PG&E
CORP other than as provided in the Plan.  PG&E CORP expressly
reserves the right to remove any Director at any time, with or without cause or
advance notice.

     

    (d) Applicable
Law.  The provisions of the Plan shall be construed,
administered, and enforced in accordance with the laws of the State of
California.

     

    (e) Severability.  If
any provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability shall not affect any other provisions of the Plan, and the Plan
shall be construed and enforced as if such provision had not been
included.

     

    
      
        
        

      

      
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    (f) Captions.  The
captions contained in and the table of contents prefixed to the Plan are
inserted only as a matter of convenience and for reference and in no way define,
limit, enlarge, or describe the scope or intent of the Plan nor in any way shall
affect the construction of any provision of the Plan.

     

    IN WITNESS WHEREOF, PG&E
Corporation has caused this Plan to be executed by its Senior Vice President,
Human Resources, at the direction of the Chief Executive Officer, on December
31, 2008.

                                

                               

    
      
        
          	
                	 	  PG&E
      CORPORATION
	 	 	 
	                                                        	 By:  
      	 JOHN
      R. SIMON 
	
                   
      

                	 	
                   
      John R. Simon

                
	 	 	  Senior
      Vice President - Human Resources


          
            
            

          




      

    

    
      
      

    

     

     

     

     

    
 

    
      
         


      

      
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      APPENDIX
A

       

    

    
      INVESTMENT
FUNDS

       

    

    (as
of January 1, 2005)

    


    Participating Investment
Funds as of January 1, 2005

    


    (1)           AA
Utility Bond Fund.  Interest shall be credited on the amounts invested
in the AA Utility Bond Fund.  Such interest shall be at a rate equal
to the AA Utility Bond Yield reported by Moody’s Investors
Service.  Such interest shall become a part of the Director’s Account
and shall be paid at the same time or times as the balance of the Director’s
Account.

    


    (2)           PG&E
CORP Phantom Stock Fund.  Amounts credited to the PG&E CORP
Phantom Stock Fund shall be converted into units (including fractions computed
to three decimal places) each representing a share of PG&E CORP common
stock.  The value of a unit for purposes of determining the number of
units to credit upon initial allocation or upon reallocation from another
Investment Fund, and for determining the dollar value of the aggregate number of
units to be reallocated from the PG&E CORP Phantom Stock Fund to another
Investment Fund and for distributions from the Plan, shall be the closing price
of a share of PG&E CORP common stock as traded on the New York Stock
Exchange on the date that (i) amounts are credited to a Director’s Account in
the PG&E CORP Phantom Stock Fund, or (ii) the Plan Administrator receives a
reallocation request, in the case of reallocations.  If such credit or
reallocation occurs after close of the New York Stock Exchange on that day, the
price shall be based on the closing price of a share of PG&E CORP common
stock on the next day on which such shares are traded on the New York Stock
Exchange.  Thereafter, the value of a unit shall fluctuate in
accordance with the closing price of PG&E CORP common stock on the New York
Stock Exchange.  Each time that PG&E CORP pays a dividend on its
common stock, an amount equal to such dividend payable with respect to each
share of PG&E CORP common stock, multiplied by the number of units credited
to a Director’s Account, shall be credited to the Director’s Account and
converted into additional units.  The number of additional units shall
be calculated by dividing the aggregate amount of credited dividends, i.e., the
dividend multiplied by the number of units credited to the Director’s Account as
of the dividend record date, by the closing price of a share of PG&E CORP
common stock on the New York Stock Exchange on the dividend payment
date.  If, after the record date but before the dividend payment date,
a Director’s balance in the PG&E CORP Phantom Stock Fund has been
reallocated to another Investment Fund(s) or has been paid to the Director or to
the Director’s beneficiary, other than pursuant to an election under Sections
7(c)(2) or 8, then an amount equal to the aggregated dividend shall be credited
to the Director’s Account in such other Investment Fund(s) or paid directly to
the Director or the Director’s beneficiary, whichever is
applicable.

    


    



    
      
         


      

      
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