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 commit
