Pacific Gas & Electric (PCG)

Non-Disparagement.  The Executive agrees to refrain from performing any act, engaging in any conduct or course of action or making or publishing any statements, claims, allegations or assertions, which have or may reasonably have the effect of demeaning the name or business reputation of  PG&E Corporation or any of its subsidiaries or affiliates, or any of their respective employees, officers, directors, agents or advisors in their capacities as such or which adversely affects (or may reasonably be expected adversely to affect) the best interests (economic or otherwise) of any of them.  The Company agrees to refrain from performing any act, engaging in any conduct or course of action or making or publishing any statements, claims, allegations or assertions in any print, electronic or television media or in investor conference calls or webcasts, which have or may reasonably have the effect of demeaning the name or business reputation of the Executive.  The Company further agrees to instruct the members of the Company�s Board of Directors, Peter Darbee, and all of the Company�s Chief Executive Officers, Chief Operating Officers, Presidents, Senior Vice Presidents and Vice Presidents (in each case, while such person remains a Board member or employee of the Company) to comply with the Company�s obligations under this paragraph.   In the event that Peter Darbee, or the Company�s Chief Legal Officer or Head of Human Resources acquires actual knowledge that a violation of the Company�s obligations under this paragraph 11 has occurred, the Company shall take reasonable action to reprimand and further discourage such behavior in violation of this paragraph 11.   Each Party agrees that nothing in this paragraph 11 shall preclude the other Party from fulfilling any duty or obligation that he or it may have at law, from responding to any subpoena or official inquiry from any court or government agency, including providing truthful testimony, documents subpoenaed or requested or otherwise cooperating in good faith with any proceeding or investigation, or from taking any reasonable actions to enforce such party�s rights under this Agreement in accordance with the dispute resolution provisions specified in paragraph 14 hereof. Each Party shall continue to comply with its or his obligations under this Paragraph 11 regardless of any alleged breach by the other Party of  its or his agreements contained in this paragraph 11 unless and until there has been a final determination by a court or an arbitration panel that the other Party has breached its or his obligations under this paragraph 11.