Pacific Gas Transmission Company

First Revised Volume No. 1-A

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Effective Date: 02/02/1998, Docket: GT98- 17-000, Status: Effective

First Revised Sheet No. 65 First Revised Sheet No. 65 : Effective

Superseding: Original Sheet No. 65

TRANSPORTATION GENERAL TERMS AND CONDITIONS

(Continued)

13. INDEMNIFICATION

Shipper agrees to indemnify and hold harmless PG&E GT-NW, its officers,

agents, employees and contractors against any liability, loss or damage

whatsoever occurring in connection with or relating in any way to the

executed Transportation Service Agreement, including costs and

attorneys' fees, whether or not such liability, loss or damage results

from any demand, claim, action, cause of action, or suit brought by

Shipper or by any person, association or entity, public or private, that

is not a party to the executed Transportation Service Agreement, where

such liability, loss or damage is suffered by PG&E GT-NW, its officers,

agents, employees or contractors as a direct or indirect result of any

breach of the executed Transportation Service Agreement or sole or

concurrent negligence or gross negligence or other tortious act(s) or

comission(s) by Shipper, its officers, agents, employees or contractors.

14. ARBITRATION

Any arbitration provided for or agreed to by Shipper and PG&E GT-NW shall

be conducted in accordance with the following procedures and principles:

Upon the written demand of either PG&E GT-NW or Shipper and within ten

(10) days from the date of such demand, each entity shall appoint an

arbitrator and the two arbitrators so appointed shall promptly

thereafter appoint a third. If either PG&E GT-NW or Shipper shall fail to

appoint an arbitrator within ten (10) days from the date of such

demand, then the arbitrator shall be appointed by a Superior Court of

the State of California in accordance with the California Code of Civil

Procedure. If the two arbitrators shall fail within ten (10) days from

their appointment to agree upon and appoint the third arbitrator, then

upon the application of either PG&E GT-NW or Shipper such third arbitrator

shall be appointed by a Superior Court of the State of California in

accordance with the California Code of Civil Procedure.

The arbitrators shall proceed immediately to hear and determine the

matter in controversy. The award of the arbitrators, or a majority of

them, shall be made within forty-five (45) days after the appointment of

the third arbitrator, subject to any reasonable delay due to unforeseen

circumstances. The award of the arbitrators shall be drawn up in

writing and signed by the arbitrators, or a majority of them, and shall

be final and binding on both PG&E GT-NW and Shipper, and PG&E GT-NW and

Shipper shall abide by the award and perform the terms and conditions

thereof. Unless otherwise determined by the arbitrators, the fees and

expenses of the arbitrator named for each party shall be paid by that

party and the fees and expenses of the third arbitrator shall be paid in

equal proportion by both PG&E GT-NW and Shipper.

(Continued)