Pacific Gas & Electric (PCG)

Dispute Resolution.  With the exception of any request for specific performance, injunctive or other equitable relief, any dispute or controversy of any kind arising out of or related to this Agreement, the Executive�s employment with the Company, the separation of the Executive from that employment and from his positions as an officer and/or director of the Company or any subsidiary or affiliate, or any claims for benefits, will be resolved exclusively by final and binding arbitration using a one-member arbitration panel selected by mutual agreement, or if the Parties fail to agree on an arbitrator, then in accordance with the Commercial Arbitration Rules of the American Arbitration Association currently in effect, provided, however, that the arbitrator will be limited to awarding the award requested by the Executive or the Company and shall not determine an alternative or compromise remedy.  The only claims not covered by this paragraph are any non-waivable claims for benefits under workers� compensation or unemployment insurance laws, which will be resolved under those laws.  Any arbitration pursuant to this paragraph will take place in San Francisco, California.  The Parties may be represented by legal counsel at the arbitration but must bear their own fees for such representation in the first instance, subject to a claim for subsequent reimbursement under paragraph 17.  The Parties will equally share the costs of the arbitration, including the arbitrator�s fees, administrative costs and filing fees, unless otherwise prohibited by law.  To the extent properly split, said arbitration costs will be subject to a claim for subsequent reimbursement under paragraph 17.  The Parties agree that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including discovery motions, motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing.  The arbitrator will issue a written decision on the merits.  The Parties specifically waive any right to a jury trial on any dispute or controversy covered by this paragraph.  Judgment may be entered on the arbitrator�s award in any court of competent jurisdiction.  Subject to the arbitration provisions of this paragraph, the sole jurisdiction and venue for any action for injunctive or declaratory relief related to the subject matter of this Agreement will be the California state and federal courts in the City and County of San Francisco, and both Parties hereby consent to the jurisdiction of such courts for any such action.