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 addit
