TERMINATION AGREEMENT

Exhibit 99    

TERMINATION AGREEMENT

          This Termination Agreement (this “ Agreement ”), dated as of June 24, 2003, is by and between PG&E Energy Trading-Power, L.P., a Delaware limited partnership (“PGET”), PG&E Gas Transmission, Northwest Corporation, a California corporation (the “Guarantor”), and DTE Georgetown, LLC, a Delaware limited liability company (“DTE”).

RECITALS

          WHEREAS, each of PGET and DTE is party to that certain Tolling Agreement dated as of May 23, 2000 (as the same may have been amended, supplemented or modified and together with all exhibits and schedules thereto, the “Subject Contract”).

          WHEREAS, PG&E Corporation, a California corporation (the “Assignor”), entered into a Guarantee dated as of May 24, 2000 (the “Guarantee”) in favor of DTE pursuant to which, among other things, the Assignor unconditionally guaranteed to DTE the prompt payment when due of all amounts payable under the Subject Contract.

          WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of January 19, 2001 between the Assignor and the Guarantor, the Guarantor, among other things, assumed the due and punctual performance, discharge and observation of all of the Assignor’s obligations in, related to, or arising out of the Guarantee, and the Assignor, among other things, assigned, transferred and conveyed to the Guarantor all of the Assignor’s right, title and interest in, related to, or arising out of the Guarantee.

          WHEREAS, DTE and PGET wish to terminate and extinguish all of their respective obligations and liabilities under and in respect of the Subject Contract from and after the date of this Agreement, and are agreeable to releasing each other from all such obligations and liabilities in accordance with the terms and conditions of this Agreement, subject to the limitations set forth in this Agreement.

          WHEREAS, the Guarantor wishes to terminate and extinguish certain of its obligations and liabilities under and in respect of the Guarantee, and DTE is agreeable to such termination and to releasing the Guarantor from certain obligations and liabilities in accordance with the terms and conditions of this Agreement, subject to the limitations set forth in this Agreement and to the amendments to the Guarantee set forth herein.

          NOW THEREFORE, based on the premises and covenants contained herein, the parties hereto hereby agree as follows:

AGREEMENT

          1.            Payment .  In consideration of the termination and release set forth in Section 2 of the Agreement, PGET shall pay DTE the sum of Thirty Million One Hundred Fifty Thousand Four Hundred Dollars ($30,150,400) (the “Termination Payment”) concurrently with the execution and delivery of this Agreement.  In addition, PGET shall pay to DTE the sum of Five Hundred Sixty Six Thousand Four Hundred Dollars ($566,400) representing payments due and owing under the Subject Contract for services rendered through the date of this Agreement (the “Ordinary Course Payments”).

          2.            Termination of Subject Contract; Termination of Surety Bond; and Release .  Subject to Section 4, PGET and DTE hereby (a) terminate and extinguish all of the obligations and liabilities of each party under and in respect of the Subject Contract from and after the date of this Agreement; (b) confirm and agree that from and after the date hereof, PGET shall have no further right to request payments under (and shall not request any payment under) that certain Surety Bond No. 103461713 issued by Travelers Casualty and Surety Company of America in the amount of $6,000,000 and delivered to PGET pursuant to the terms of the Subject Contract (the "Surety Bond"); and (c) on behalf of itself and each of its equity holders, officers, directors, managers, Affiliates (as defined in the Subject Contract), divisions, subsidiaries, employees, agents, heirs, successors and assigns ("Related Parties"), for good and sufficient consideration, including this Agreement, the sufficiency of which is hereby acknowledged, releases and forever discharges the other party and their respective Related Parties from all claims, demands, actions, causes of action and suits, in law or equity, whether known or unknown and whether now existing or hereafter arising, for, upon, or by reason of any matter, cause or thing whatsoever arising out of or relating to the Subject Contract and the terms and conditions thereof and each of PGET and DTE hereby agrees and acknowledges that the other party and their respective Related Parties shall have no further obligations or liabilities under the Subject Contract.

          3.            Termination of Guarantee and Release .  Subject to Section 4, (a) the Guarantor and DTE hereby terminate and