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Exhibit 10.17


PG&E CORPORATION
2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS



TABLE OF CONTENTS

 
   
  Page

1.

 

Purpose of the Plan

 

1

2.

 

Definitions

 

1

3.

 

Eligibility

 

2

4.

 

Deferrals

 

2

5.

 

Investment Funds

 

2

6.

 

Accounting

 

3

7.

 

Distributions

 

3

8.

 

Distribution Due to Unforeseeable Emergency (Hardship Distribution)

 

5

9.

 

Vesting

 

5

10.

 

Administration of the Plan

 

5

11.

 

Funding

 

5

12.

 

Modification or Termination of Plan

 

5

13.

 

General Provisions

 

6

i



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"). 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
2.
Definitions

        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
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.

(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 according to rules established by the Plan Administrator and designed to comply with the advance election requirements under Code Section 409A. Notwithstanding the foregoing, upon first becoming a Director, an election to defer shall be effective for Meeting Fees and/or Retainer Fees earned 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.

5.
Investment Funds

2


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 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 this Section 7 at the time of a deferral election, 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, 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.

3


8.
Distribution Due to Unforeseeable Emergency (Hardship Distribution)

4


9.
Vesting
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
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 Nominating, Compensation and Governance 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.

5


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.

(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.

6



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 daily 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 Section 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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TABLE OF CONTENTS
PG&E CORPORATION 2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
APPENDIX A