Pacific Gas & Electric (PCG)

Section 16. Miscellaneous

(a)

Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b)

The Company hereby represents and warrants that all of the Arrangements have been established, maintained and administered in accordance with all applicable laws, including without limitation, ERISA. The Company hereby indemnifies and agrees to hold the Trustee harmless from all liabilities, including attorney's fees, relating to or arising out of the establishment, maintenance and administration of the Arrangements. To the extent the Company does not pay any of such liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(c)

Benefits payable to Participants and their Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(d)

This Trust Agreement shall be governed by and construed in accordance with the laws of North Carolina.

        IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf of the parties hereto on the day and year first above written.

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Attachment I

PG&E CORPORATION OFFICER GRANTOR TRUST AGREEMENT
NONQUALIFIED BENEFIT PLANS COVERED

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Pacific Gas and Electric Company Supplemental Executive Retirement Plan (SERP)



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Pacific Gas and Electric Company Retirement Excess Benefit Plan



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PG&E Corporation Deferred Compensation Plan for Officers



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PG&E Corporation Supplemental Executive Retirement Plan (SERP)

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Exhibit 10.39