WEIL:\98835202\1\67615.0015

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Exhibit B 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 1

of 60
SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made and entered into by and 

between American International Reinsurance Company, Ltd. ("A1RC"), Liberty Insurance 

Underwriters, Inc. ("Liberty"), Starr Indemnity & Liability Company ("Starr"), and U.S. 

Specialty Insurance Company ("USIC"), on the one hand; and PG&E Corporation and Pacific 

Gas and Electric Company (collectively, "PG&E"), and Lewis Chew, Kevin Dasso, Anthony F. 

Earley, Jr., Fred J. Fowler, Maryellen C. Herringer, Patrick M. Hogan, Christopher P. Johns, 

Julie M. Kane, Richard C. Kelly, Roger H. Kimmel, Gregg L. Lemler, Steve E. Malnight, 

Richard A. Meserve, Forrest E. Miller, Dinyar B. Mistry, Eric D. Mullins, Rosendo G. Parra, 

Barbara L. Rambo, Anne Shen Smith, Nickolas Stavropoulos, David Thomason, Jason P. Wells, 

Barry Lawson Williams, and Geisha J. Williams (collectively, "Individual Insureds," and 

together with PG&E, the "Insureds"), on the other hand. AIRC, Liberty, Starr, USIC, PG&E, 

and the Individual Insureds are referred to herein collectively as the "Parties" and individually as 

"Party." 

By the terms of this Agreement, the Parties agree as follows: 

RECITALS 

WHEREAS, AIRC, Liberty, Starr, and USIC issued to PG&E for the policy period of 

May 20, 2017 to May 20, 2018 (the "2017 Policy Period") the following excess follow-form 

directors and officers liability policies (these policies are sometimes collectively referred to 

herein as the "2017 Policies," and these insurers, in their capacity as insurers issuing the 2017 

Policies, are collectively referred to as the "2017 Insurers"): 

a. AIRC issued the sixth layer excess policy, numbered 17735565, with an 

aggregate limit of liability of $15 million (the "2017 AIRC Excess Policy"); 

b. Liberty issued the eighth layer excess policy, numbered DONYABBATV002, 

with an aggregate limit of liability of $10 million (the "2017 Liberty Excess 

Policy"); 

c. Starr issued the ninth layer excess policy, numbered 1000058800171, with an 

aggregate limit of liability of $10 million (the "2017 Starr Excess Policy"); and 

d. USIC issued the tenth layer excess policy, numbered 24-MGU-17-A40722, with 

an aggregate limit of liability of $10 million (the "2017 USIC Excess Policy"). 

WHEREAS, certain other insurers that issued director and officer liability insurance 

policies to PG&E (in that capacity, the "Other Settling Insurers," together with the 2017 Insurers, 

the "Insurers") have separately agreed to settle under similar terms to those in this Agreement 

("Other Settling Insurers' Agreement") with respect to the following primary and excess 

directors and officers liability policies issued to PG&E for the 2017 Policy Period: 

a. Associated Electric & Gas Insurance Services Limited ("AEGIS") issued a 

primary directors and officers liability insurance policy to PG&E, numbered 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 2

of 60
DP5008417P (the "2017 Primary Policy"), with an aggregate limit of liability of 

$35 million, subject to a $5 million self-insured retention; 

b. Energy Insurance Mutual Limited issued the first layer excess policy, numbered 

293716-17DO, with an aggregate limit of liability of $25 million; 

c. Swiss Re Corporate Solutions America Insurance Corporation, f/k/a North 

American Specialty Insurance Company issued the second layer excess policy, 

numbered DOE 1000005 04, with an aggregate limit of liability of $15 million; 

d. Great Lakes Insurance SE issued the third layer excess policy, numbered 

B0509FINMW1700720, with an aggregate limit of liability of $15 million; 

e. Endurance Risk Solutions Assurance Co. issued the fourth layer excess policy, 

numbered DOX10003965504, with an aggregate limit of liability of $25 million; 

f. Berkley Insurance Company issued the fifth layer excess policy, numbered 

BPRO8026578, with an aggregate limit of liability of $15 million, and 

g. Allianz Global Risks US Insurance Company issued the seventh layer excess 

policy for the 2017 Policy Period, numbered DOX 2009141, with an aggregate limit 

of liability of $25 million. 

WHEREAS, PG&E and/or the Individual Insureds sought coverage under the 2017 

Policies for certain lawsuits and other proceedings involving the Insureds' alleged failures and/or 

misrepresentations in connection with certain California wildfires, identified on Exhibit A hereto 

(the "Noticed Matters"); 

WHEREAS, the Noticed Matters include lawsuits against certain of the Individual 

Insureds alleging violations of certain federal securities laws that, by virtue of consolidation or 

otherwise, are now asserted in a single securities class action, In re PG&E Corporation 

Securities Litigation, Case No. 5:18-cv-03509-EJD (N.D. Cal.) (the "Securities Class Action"); 

WHEREAS, the Noticed Matters include proofs of claim filed by shareholders of PG&E 

in the bankruptcy proceeding entitled In re PG&E Corporation, United States Bankruptcy Court 

for the Northern District of California, San Francisco Division, Case No. 19-30088 (DM) (the 

"Bankruptcy Proceeding"), based upon alleged false and misleading statements with respect to 

PG&E securities (the "Proofs of Claim"); 

WHEREAS, shareholder derivative and direct actions were brought by certain plaintiffs 

against certain of PG&E's officers and directors, including certain of the Individual Insureds; 

WHEREAS, pursuant to PG&E's Plan of Reorganization, PG&E assigned to the Fire 

Victim Trust "any and all rights, claims, causes of action, and defenses related thereto relating 

directly or indirectly to any of the Fires that the Debtors may have against. . . former directors 

and officers of the Debtors solely to the extent of any directors and officers' Side B Insurance 

Coverage," and the Fire Victim Trust pursued certain of those claims which, by virtue of 

consolidation or otherwise, now consist of the following matter: Justice John Trotter (Ret.) 

-2-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 3

of 60
Trustee of the Fire Victim Trust v. Williams, et al., Lead Case No. CGC-17-562591 (consolidated 

with Case Nos. CGC-17-562553 and CGC-18-572326), Cal. Super. Ct., S.F. Cty. (the "FV^T 

Action"); 

WHEREAS, the plaintiff in the FVT Action alleges, among other things, that certain 

Individual Insureds breached their fiduciary duties; 

WHEREAS, PG&E incurred fees it contends constitute Defense Costs (as that term is 

defined in the 2017 Primary Policy) (hereinafter referred to as ''Defense Costs") in funding the 

defense of the Noticed Matters and seeks reimbursement for those Defense Costs from the 

Insurers; 

WHEREAS, PG&E has indemnified and continues to indemnify the Individual Insureds 

with respect to all Defense Costs incurred in the Noticed Matters; 

WHEREAS, PG&E initiated an arbitration against the Insurers and the director and 

officer liability insurers issuing policies in effect from May 20, 2018 to May 20, 2020, entitled 

PG&E Corporation et al. v. Associated Electric & Gas Insurance Services Limited, etal., CPR 

File No. G-20-56-S (the "Current Arbitration"), in which PG&E seeks insurance coverage for 

Defense Costs and indemnity in connection with the Noticed Matters; 

WHEREAS, PG&E dismissed Liberty and AIRC from the Current Arbitration without 

prejudice, subject to an agreement whereby PG&E, Liberty, and/or AIRC can resolve any 

disputes concerning insurance coverage under the Liberty and/or AIRC Policies for the Noticed 

Matters separately before the panel presiding over the Current Arbitration ("Potential Future 

Arbitration," collectively with the Current Arbitration, the "Arbitrations"); 

WHEREAS, after mediation before Robert A. Meyer, PG&E and the pertinent Individual 

Insureds reached a settlement in principle with the plaintiffs in the Securities Class Action and 

with respect to certain of the Proofs of Claim for a payment of $300,000,000 (the "Securities 

Class Action Settlement"), and have executed a settlement agreement with the plaintiff in the 

FVT Action to settle the FVT Action for a payment of $117,000,000 (the "FVT Action 

Settlement," attached hereto as Exhibit B, and collectively with the Securities Class Action 

Settlement, the "Underlying Settlements"), which, if certain conditions are met, would resolve 

certain of the Proofs of Claim, Securities Class Action, and the FVT Action, with the exception 

of claimants who opt out; 

WHEREAS, the Parties now wish to settle and finally terminate all insurance claims and 

controversies between or among them arising out of, connected with, or otherwise related to the 

2017 Policies: (1) the Noticed Matters, (2) Defense Costs incurred in connection with the 

Noticed Matters, (3) all rights and obligations of the Insureds and the 2017 Insurers under the 

2017 Policies with respect to the Noticed Matters, (4) the 2017 Policies, and (5) the Arbitration 

(as between the Parties), subject to the terms and conditions of this Agreement as set forth more 

fully herein, reserving all other rights; and 

WHEREFORE, the Parties hereby agree to the terms of this Agreement, as follows: 

-3-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 4

of 60
TERMS OF THE AGREEMENT 

1. RECITALS 

The recitals set forth herein are incorporated into and acknowledged as an integral part of 

this Agreement. 

2. PAYMENT 

a. In consideration of the releases and agreements described below, and other 

valuable consideration, the sufficiency of which is acknowledged, the sums set forth below 

(collectively, the "Insurance Payment") shall be paid severally by the 2017 Insurers to PG&E by 

wire transfer into accounts to be specified by PG&E, or by check and sent to an address and 

payee designated by PG&E, in accordance with the following Payment Schedule, within 30 days 

of the Effective Date as provided in Paragraph 11 herein, provided that upon execution of this 

Agreement by all Parties PG&E provides: (1) written wire transfer instructions on its letterhead 

and a Form W9 with respect to the payee(s) of the Insurance Payment and (2) provides to USIC a 

completed "Wire Transfer/ACH Credit Authorization Form." 

Payment Schedule 

Insurer Policy Amount 

AIRC 2017 AIRC Excess Policy $15 million 

Liberty 2017 Liberty Excess Policy $10 million 

Starr 2017 Starr Excess Policy $10 million 

USIC 2017 USIC Excess Policy $10 million 

b. The 2017 Insurers understand and agree that, in reliance on, and consistent with, 

their promise to pay the Insurance Payment under the Policies, the Insureds will not make or 

agree to any material modifications to the FVT Action Settlement (which Settlement is not 

subject to court approval); and that the Securities Class Action Settlement will provide (1) for 

payment into escrow no sooner than preliminary approval of the Securities Class Action 

Settlement by the District Court; and (2) that amounts will be maintained in the escrow account 

as provided for in that Settlement sufficient, when aggregated with amounts held in trust under 

the FVT Action Settlement, to repay the 2017 Insurers if repayment is required pursuant to the 

terms of this Agreement. This Agreement is binding, and the Insurance Payment shall be made, 

only upon the occurrence of the Effective Date, as defined in Paragraph 11, and subject to the 

terms of Paragraph 12. 

3. MUTUAL RELEASES 

- 4 -

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 5

of 60
a. Effective upon payment by the 2017 Insurers pursuant to Paragraph 2.a., and lor 

other valuable consideration, the sufficiency of which is acknowledged, the Insureds, on behalf 

of themselves and all of their respective current, past, and future parents, subsidiaries, and 

affiliates, and all of their respective current, past, and future officers, directors, shareholders, 

employees, attorneys, agents, representatives, and contractors, spouses, immediate family 

members, heirs, executors, administrators, estates, trustees, receivers, and any trust of which any 

Individual Insured or any spouse or family member thereof serves as settlor, beneficiary, or 

trustee, and all of their respective predecessors, successors, and assigns (the "Insureds' Related 

Parties"), do hereby fully, completely, and forever release, acquit, remise, and discharge th.e 

2017 Insurers and all of their respective current, past, and future parents, subsidiaries, and 

affiliates, and all of their respective current, past, and future officers, directors, shareholders, 

employees, attorneys, agents, representatives, insurers, reinsurers and contractors, and all of their 

respective predecessors, successors, and assigns (the "2017 Insurers' Related Parties"), from any 

and all claims, disputes, controversies, fees, costs and demands under the 2017 Policies 

(excepting any claims for breach of this Agreement), including but not limited to any extracontractual or claims of bad faith, based upon, arising out of or relating to any, some, and/or all 

of the following: (1) the Noticed Matters, (2) Defense Costs incurred in connection with the 

Noticed Matters, (3) the acts, failures to act, omissions, misrepresentations, statements, 

misstatements, facts, events, or occurrences alleged or which could have been alleged in the 

Noticed Matters; (4) wildfires discussed in the Noticed Matters that occurred on or before May 

20, 2018; and (5) the 2017 Policies, including without limitation any allegation that any Insurer 

breached any obligation under the 2017 Policies (subparts (1) through (5) above are collectively 

referred to as the "Released Matters"). 

b. Effective upon payment by the Insurers pursuant to Paragraph 2.a. and for other 

valuable consideration, the sufficiency of which is acknowledged, the 2017 Insurers, on behalf of 

themselves and all of the 2017 Insurers' Related Parties, do hereby fully, completely, and forever 

release, acquit, remise, and discharge the Insureds and the Insureds' Related Parties from any 

and all claims, disputes, controversies, fees, costs and demands under the 2017 Policies 

(excepting any claims for breach of this Agreement) including but not limited to any extracontractual or claims of bad faith, based upon, arising out of or relating to any, some, and/or all 

of the following: (1) the Released Matters; (2) the 2017 Policies, including without limitation 

any allegation that any Insured breached any obligation under the 2017 Policies; and (3) based 

upon, arising out of or relating to any rights to recoup the payments made pursuant to this 

Agreement. 

c. For avoidance of doubt, the releases in subparagraphs (a) and (b) above are 

limited to the director and officer liability insurance policies identified in the first recital of this 

Agreement and do not include any other insurance policy. 

d. The Parties recognize and execute this Agreement knowing that they may 

discover facts and circumstances that relate to the subject of this Agreement and that, if known, 

might have affected their willingness to enter into this Agreement. Despite this, the Parties agree 

that this Agreement applies with equal force to any claims based on such unknown 

circumstances or facts and specifically waive the provisions of California Civil Code section 

1542, which provides: 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 6

of 60
"A general release does not extend to claims that the creditor or releasing 

party does not know or suspect to exist in his or her favor at the time of 

executing the release and that, if known by him or her, would have 

materially affected his or her settlement with the debtor or released party." 

This Agreement is additionally intended to waive any rights substantially similar in effect to the 

above-cited provision. 

e. The Parties acknowledge that they may discover facts in addition to or different 

from those now known or believed to be true by them with respect to the Released Matters in 

Paragraph 3, but it is the intention of the Parties to completely, fully, finally, and forever 

compromise, settle, release, discharge, and extinguish any and all of the Released Matters, 

known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, 

apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and 

without regard to the subsequent discovery of additional or different facts. 

f. The Parties understand, acknowledge, and agree that the releases given by the 

2017 Insurers to the Insureds and the Insureds' Related Parties shall not apply to any claim, the 

2017 Insurers may have under any (re)insurance policy issued to them by any (re)insurer that is 

an Insurer hereunder or any parent, subsidiary or affiliate of any such Insurer. 

4. NO ADMISSIONS 

a. The Parties agree and acknowledge that this Agreement is entered into for the sole 

purpose of resolving contested claims and disputes, and avoiding the substantial costs, expenses, 

and uncertainties associated with such disputes. 

b. Notwithstanding anything contained herein, this Agreement and compliance with 

this Agreement shall not be construed as an admission by any Party of any liability whatsoever, 

including whether there is any merit to the claims asserted: (1) in the Noticed Matters, (2) by the 

Insureds for Defense Costs (as that term is used in the 2017 Policies) incurred in connection with 

the Noticed Matters, (3) in the Arbitrations, or (4) with respect to any rights and obligations of 

the Insureds and the 2017 Insurers under the Policies with respect to the Noticed Matters, or any 

violation of the rights of any Party or violation of any order, law, statute, duty, or contract 

whatsoever. 

c. It is also expressly agreed and acknowledged that neither the negotiation, nor 

execution, nor performance of any of the terms of this Agreement shall constitute or be construed 

as an admission by any Party of any liability, insurance coverage, lack of insurance coverage, or 

any fact or indication that any of the claims or charges made by any of the Parties against each 

other has any merit or lacks any merit. Without limitation of the foregoing, any characterization 

of the allegations in the Noticed Matters or the Current Arbitration in this Agreement or the 

Underlying Settlements shall not be binding on the Parties and shall not be admissible with 

respect to any other claim under any other insurance policy or agreement. The Parties will not 

make any representation, statement, or proffer of evidence or argument, to any court, tribunal, or 

third party, intentionally suggesting that this Agreement constitutes any such admission. 

-6-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 7

of 60
d. Nothing herein is intended to, or shall, affect the claims for insurance coverage by 

PG&E and the Individual Insureds under any insurance policies other than the 2017 Policies. 

e. Nothing herein shall be deemed in any way to impair, restrict, enlarge, or 

otherwise alter the rights of PG&E or any Individual Insured or their successors or 

representatives arising under any indemnification right or contract vis-a-vis each other. 

5. NO ASSIGNMENT OF RELEASED CLAIMS 

Except as set forth in the Order Confirming Debtors' and Shareholder Proponents' Joint 

Chapter 11 Plan of Reorganization dated June 19, 2020 in the Bankruptcy Proceeding (Dkt. # 

8053), the Parties represent and warrant that there has been, and will be, no assignment or other 

transfer of any interest in any claim which they may have against their respective releasees. If, 

contrary to this representation and warranty, any Party assigns or has assigned such rights to any 

other person or entity, that Party shall defend, indemnify, and hold harmless any other Party with 

respect to any claim or action brought by any assignee of any interest assigned contrary to this 

representation and warranty. 

6. NOTICE 

Notice shall be given by electronic mail to each Party as follows: 

For PG&E: 

A. Anna Capelle 

Managing Counsel, Litigation & Commercial Contracts 

Pacific Gas and Electric Company Law Department 

AECh@pge.com 

With a copy to: 

David B. Goodwin 

Jeffrey M. Davidson 

Covington & Burling LLP 

dgoodwin@cov.com 

jdavidson@cov.eom 

For the Individual Insureds: 

Jonathan Youngwood 

j youngwood@stblaw .com 

Stephen Blake 

sblake@stblaw.com 

SIMPSON THACHER & BARTLETT LLP 

and 

-7-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 8

of 60
Steven Scholes 

sscholes@mwe.com 

MCDERMOTT WILL & EMERY LLP 

With a copy to: 

Robin Cohen 

rcohen@cohenziffer.com 

Adam Ziffer 

aziffer@cohenziffer.com 

COHEN ZIFFER FRENCHMAN & MCKENNA LLP 

For Starr: 

Claudia Oliveri 

claudia.oliveri@starrcompanies.com 

With a copy to: 

Kevin F. Kieffer 

kevin. kieffer@troutman. com 

TROUTMAN PEPPER HAMILTON SANDERS LLP 

For USIC: 

Chris Tortorella 

ctortorella@tmhcc.com 

With a copy to: 

Meredith E. Werner 

meredith.werner@clydeco.us 

CLYDE & CO. LLP 

For Liberty: 

Arlene Levitin 

Arlene.Levitin@ironshore.com 

With a copy to: 

Ronald P. Schiller 

rps@hangley. com 

HANGLEY ARONCHICK SEGAL PUDLIN & SCHILLER 

-8-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 9

of 60
For AIRC: 

Jaime D. Acker 

Jaime_acker@aig.com 

With a copy to: 

Michael J. Hartley 

mhartley@bautelaw.com 

BAUTE CROCHETIERE HARTLEY & VELKEI LLP 

7. THE ARBITRATION 

The Parties will inform the arbitrators in the Current Arbitration of this Agreement and 

the Insurers affected by it, and will request that the arbitrators stay proceedings involving the 

Insurers in the Current Arbitration until the Effective Date set forth in Paragraph 11 and dismiss 

with prejudice the claims by PG&E and the Individual Insureds against the 2017 Insurers, and 

the claims by the 2017 Insurers against PG&E and the Individual Insureds, once the Effective 

Date occurs, with PG&E and each 2017 Insurer bearing its own fees and costs as to the 

proceedings between them. If, however, this Agreement does not become final and the Effective 

Date therefore does not occur, then (a) the Parties will instruct the arbitrators to recommence the 

Current Arbitration as between the Parties (to the extent they are currently parties to the Current 

Arbitration), and (b) either PG&E or Liberty and/or AIRC can pursue the Potential Future 

Arbitration, with (c) the Parties to such Arbitrations reserving all rights with respect to such 

Arbitrations. Nothing herein is intended to affect the claims in the Current Arbitration by PG&E 

and the Individual Insureds with respect to any insurance policy at issue in the Current 

Arbitration other than the 2017 Policies, and such claims may proceed notwithstanding the stay 

and/or dismissal of proceedings as between the Parties set forth above. Subject to Paragraph 12, 

this Agreement, following the Effective Date, will bind the Parties regardless of whether the 

Current Arbitration proceeds against other parties, and regardless of the outcome of that Current 

Arbitration. 

8. JOINT DRAFTING 

The language of this Agreement shall be construed as a whole, according to its fair 

meaning and intent, and not strictly for or against any Party, notwithstanding any rule of law that 

otherwise might apply. This Agreement shall be deemed to have been drafted by all Parties to 

this Agreement, and no Party or any attorney for any Party shall urge otherwise. 

9. ENTIRE AGREEMENT 

This Agreement constitutes the entire agreement between the Parties, and supersedes any 

and all prior or contemporaneous agreements, promises, representations, or understandings, 

written or oral, between them relating to the subject matter of this Agreement; provided, 

however, that PG&E will use reasonable efforts to carry out the terms of this Agreement in 

conjunction with the Other Settling Insurers' Agreement, the 2017 Insurers will use reasonable 

-9-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

10 of 60
efforts to cooperate with PG&E in carrying out the terms of this Agreement, and nothing irx this 

Agreement shall affect any of the Parties' rights and duties under any policies other than the 

2017 Policies. Each Party represents that it has not relied on any representation not included in 

this Agreement, and that no other agreement(s), promise(s), representation(s), or 

understanding(s) shall be binding upon the Parties with respect to this subject matter unless 

contained in this Agreement. 

10. ACKNOWLEDGMENT OF LEGAL ADVICE 

The Parties agree and acknowledge that each of them enters this Agreement upon the 

independent legal advice of his, her, or its attorney, and that each of them has read, fully 

understands, and voluntarily accepts the terms and provisions of this Agreement. 

11. EFFECTIVE DATE 

This Agreement is subject to and contingent upon approval by the Bankruptcy Court in 

the Bankruptcy Proceeding. The Effective Date shall be the date on which the Bankruptcy Court 

in the Bankruptcy Proceeding approves this Agreement. 

12. RESTORATION OF RIGHTS 

Notwithstanding anything in this Agreement to the contrary, in the event that the 

Effective Date does not occur, this Agreement shall become void ab initio, and the Parties, as 

between one another, shall be restored to all rights, obligations, and terms and conditions of the 

2017 Policies that any of them had prior to executing this Agreement. If the Effective Date does 

occur, but Bankruptcy Court approval for this Agreement is reversed in whole and the reversal 

order becomes final, then (a) this Agreement, including all releases contained herein, shall 

become void ab initio, and the Parties, as between one another, shall be restored to all rights and 

obligations, which any of them had prior to executing this Agreement, and (b) PG&E shall direct 

the plaintiffs in the respective matters, or any other party in possession or control of such funds, 

to return any Insurance Payment to the 2017 Insurers that made such payment within 30 days of 

the date that the reversal order becomes final. If the plaintiffs or any other party in possession or 

control of such funds has not returned any portion of the Insurance Payment (the "Unpaid 

Balance") to the 2017 Insurers within 30 days after the reversal order becomes final, then PG&E 

will pay the Unpaid Balance to the 2017 Insurers within 15 days after the 2017 Insurers notify 

PG&E that there is an Unpaid Balance. Upon those 2017 Insurers' receipt of the returned 

Insurance Payment, (i) PG&E shall be discharged of any obligation to return the Insurance 

Payment, and (ii) if PG&E returned the proceeds itself, PG&E shall succeed to any right of the 

2017 Insurers to the return of those proceeds from the respective plaintiffs or any other party that 

was in possession or control of such proceeds. 

If the Insureds do not ultimately incur in the aggregate Defense Costs and amounts to 

fund settlements or judgments in connection with the FVT Action and the Securities Class 

Action in excess of $272 million, then the Insureds shall return to the 2017 Insurers, in 

accordance with each of the 2017 Insurers' policies' respective limits of liability and attachment 

points, any increment not so incurred up to and including $45 million; provided, however, that in 

the event the Insureds are so required to refund monies, their rights under the 2017 Policies will 

- 10-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

11 of 60
be reinstated to the extent of the amounts refunded and the releases herein will not apply to any 

such rights. 

In the event that this Agreement becomes void, the Parties agree not to offer into 

evidence or refer to this Agreement, including any of its terms, as well as any facts or 

circumstances surrounding the drafting or negotiations of this Agreement, in connection with any 

court proceeding, litigation, arbitration, or dispute. 

13. HEADINGS 

The Parties understand, agree, and acknowledge that all headings in this Agreement arc 

for convenience of reference only and do not create any separate rights in and of themselves. 

14. DISPUTE RESOLUTION 

Should any of the Parties have a dispute, claim, or controversy arising out of or relating 

to the Agreement, or the breach, termination, enforcement, construction, interpretation, or 

validity thereof, the Parties will attempt to resolve such dispute in a non-binding mediation 

before a mediator mutually agreed to by the Parties within forty-five calendar days after any 

Party notifies the other(s), in writing, of its intent to seek mediation. If the Parties are unable to 

agree to a mediator within ten calendar days of a demand for mediation, JAMS shall appoint the 

mediator under the procedure in Rule 5 of the JAMS International Mediation Rules. If the 

dispute is not resolved by mediation, then the Parties shall submit the matter to binding 

arbitration before the arbitration panel in the Current Arbitration. A Party's request to 

commence mediation of a dispute under this paragraph shall toll and otherwise prevent the 

assertion of the running of any statute of limitations or other time-based defense that might be 

asserted by any Party in connection with that dispute. 

15. CONSTRUCTION 

Where appropriate to give meaning to a provision of this Agreement, each defined term 

stated in a singular form shall include the plural form, and each defined term stated in a plural 

form shall include the singular form. Drafts of this Agreement are not admissible to interpret the 

terms of this Agreement or to prove the intent of any Party in connection with it. This 

Agreement shall be governed by, and construed in accordance with, the laws of the State of 

California. 

16. INDEMNIFICATION 

a. Consistent with the Parties' intent that each 2017 Insurer's maximum liability 

under the 2017 Policies shall be limited to its several share of the Insurance Payment, PG&E 

agrees to indemnify each 2017 Insurer from any and all additional amounts that any of the 2017 

Insurers is finally adjudicated to be liable for under any of the 2017 Policies released in 

Paragraph 3 above (collectively, the "Indemnified Claims"), including all amounts incurred by 

each 2017 Insurer in defense of any matter contemplated by this Section 16, or any settlement of 

an Indemnified Claim to which PG&E has consented as well as any potential dispute concerning 

an Unpaid Balance (pursuant to Paragraph 12). For avoidance of doubt, indemnification does 

-11 -

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

12 of 60
not extend to a claim for breach of this Agreement or to any claims between the 2017 Insurers 

and any reinsurers of the Policies. 

b. If any claim that could become subject to the indemnity provision of Paragraph 

16.a is asserted against a 2017 Insurer, then that 2017 Insurer shall (1) promptly forward to 

PG&E any demand, notice, summons, or other process received by it or its representatives, (2) 

keep PG&E apprised of the status of such claim, (3) notify PG&E of any proposed settlement 

offer in connection with any such claim, and (4) provide PG&E with the opportunity to 

participate fully in the defense of any such claim and in settlement negotiations. For the 

avoidance of doubt, PG&E shall have the right to settle such claim at any time, subject to the 

consent of the 2017 Insurer named in such claim, such consent not to be unreasonably withheld. 

Nothing in this paragraph shall constitute a waiver of the attorney-client privilege of the 2017 

Insurer and/or PG&E in connection with such claim. 

c. Such 2017 Insurer shall not settle, admit liability for, or compromise any claim 

subject to the indemnity provision of Paragraph 16.a of this Agreement without the express 

written consent of PG&E, which consent shall not be unreasonably withheld. 

d. In the event of an Indemnified Claim involving a 2017 Insurer, PG&E shall 

indemnify by timely payment of the full amount of any judgment or any settlement entered into 

with the written consent of PG&E to the 2017 Insurer upon written request from such 2017 

Insurer. Where a claim subject to this indemnity provision presents both matters that are covered 

by the provision and matters that are not, PG&E's obligations shall apply only to those parts of 

the claim that are solely covered by this provision. 

e. With respect to any Indemnified Claim involving a 2017 Insurer, the 2017 Insurer 

and PG&E agree to consult and act in good faith with respect to each other's legitimate rights 

and interests in responding to, defending, and resolving such matters. The 2017 Insurer shall 

select counsel to represent it with respect to any such claim, subject to PG&E's approval, which 

shall not be unreasonably withheld. PG&E shall pay reasonable defense costs and expenses of 

counsel retained to defend any Indemnified Claim with the following exceptions: PG&E's 

obligation to defend under this paragraph shall be limited to the payment of reasonable attorneys' 

fees and other expenses necessary to the 2017 Insurer's defense, incurred after written notice is 

given to PG&E, and PG&E's obligation to pay fees to defense counsel shall be limited to the 

rates which are actually paid by such 2017 Insurer to attorneys performing similar work in the 

ordinary course of business in the defense of similar actions in the community where the claim is 

being defended. PG&E shall not be required to pay as defense costs or to indemnify the 2017 

Insurer for the salaries, benefits, expenses, or other compensation that are paid by the 2017 

Insurer to its officers, directors, in-house counsel or other employees involved in assisting in the 

defense of any claims subject to this indemnity agreement, or unallocated expenses such as 

general overhead, administrative, or internal expenses incurred by the 2017 Insurers in 

connection with such claims. 

f. Provided, however, the aggregate amount of payments that PG&E must make to a 

2017 Insurer for an Indemnified Claim shall not exceed that 2017 Insurer's several share of the 

Insurance Payment, exclusive of amounts incurred by each 2017 Insurer in defense of any matter 

contemplated by this Section 16. 

- 12-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

13 of 60
17. MISCELLANEOUS 

a. This Agreement shall be admissible for purposes of obtaining Bankruptcy Court 

approval, in connection with the resolution of the Noticed Matters, and to enforce its terms. It 

shall not be admissible in any other proceeding. 

b. This Agreement shall inure to the benefit of, and be binding upon, each of the 

Parties and their respective parents, subsidiaries, affiliates, predecessors, successors and assigns, 

and the agents and other authorized representatives, beneficiaries, trustees, shareholders, officers, 

directors, employees, insurers, heirs, executors, trustees, partners, and joint venturers of any of 

the foregoing. 

c. All Parties represent and warrant that they have full power and authority to sign 

and deliver this Agreement and to perform any obligations hereunder, and that they have full 

power and authority to release and forever discharge the claims being released by them under 

this Agreement. 

d. Each of the Parties agrees to execute such further papers and documents, and to 

do such further acts or things as the other Party may reasonably request, as shall be reasonably 

necessary or proper in order to secure final approval of the Agreement and otherwise fulfill the 

terms and conditions of this Agreement or effectuate its purposes. The Parties also agree to 

undertake reasonable efforts to cooperate in seeking approval of this Agreement from the 

Bankruptcy Court and in any appeals therefrom. The Parties further agree that they will not act 

in any manner to impede the execution of this Agreement by, or reasonable performance of, any 

other Party. The Insurers will use their best efforts to cooperate with and assist PG&E and the 

Individual Insureds in connection with the motion for Bankruptcy Court approval and any 

appeals therefrom including, if appropriate, the filing of pleadings or a joinder in support of the 

motion. 

e. This Agreement may not be modified or amended, nor may any of its provisions 

be waived, except by a writing signed by all Parties or their respective successors-in-interest. 

f. No delay or failure by either Party to exercise its rights under this Agreement 

shall be construed to be a waiver thereof, unless memorialized by written instrument signed by 

both Parties. The agreed waiver of any covenant, condition, or agreement to be performed under 

this Agreement shall not be construed to be a continuing waiver of the same covenant, condition 

or agreement or the waiver of a different covenant, condition, or agreement. Furthermore, the 

agreed waiver of any breach of this Agreement shall not be considered to be the agreed waiver of 

a different or subsequent such breach. 

g. The Parties agree that this Agreement may be executed in one or more original, 

photocopied, facsimile, or .pdf counterparts. All executed counterparts and each of them shall be 

deemed to be one and the same instrument. 

WHEREFORE, the undersigned have executed this Agreement on the dates indicated 

below: 

- 13 -

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

14 of 60
PG&E Corporation 

E-SIGf 

Signed: on 2022-

Name: John Simon 

Title: EVP, General Counsel & Chief Ethics & Compliance Officer 

Date: August 3, 2022 

Pacific Gas and Electric Company 

Name: Brian Wong 

Title: Vice President, General Counsel and Corporate Secretary 

_ August 04, 2022 

Date: 

Lewis Chew 

Signed: 

Date: 

Kevin Dasso 

Signed: ___ 

Date: 

Anthony F. Earley, Jr. 

Signed: 

Date: 

Fred J. Fowler 

Signed: 

Date: 

Maryellen C. Herringer 

Signed: 

Date: 

- 15-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

15 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

16 of 60
T,dcr 

( . 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

17 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

18 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

19 of 60
 - 16 - 

Patrick M. Hogan 

Signed: _______________________________ 

Date: ___________________________________

Christopher P. Johns 

Signed: _______________________________ 

Date: ___________________________________

Julie M. Kane 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

Roger H. Kimmel 

Signed: _______________________________ 

Date: ___________________________________ 

Gregg L. Lemler 

Signed: _______________________________ 

Date: ___________________________________ 

Steve E. Malnight 

Signed: _______________________________ 

Date: ___________________________________

Richard A. Meserve 

Signed: _______________________________ 

Date: ___________________________________ 


	










	

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

20 of 60
Starr Indemnity & Liability Company 

Signed: 

Name: 

Title: 

Date: 

U.S. Specialty Insurance Corn an 

/ 1) 's 

(.,t1/1,4 f 

Lk rt To-- 

Au,ktort`..z.e.1 rt5e/dal;Vt 

Signed: 

Name: 

Title: 

Date: 

American International Reinsurance Company, Ltd. 

Signed: 

Name: 

Title: 

Date: 

Liberty Insurance Underwriters, Inc. 

Signed: 

Name: 

Title: 

Date: 

- 14 - 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

21 of 60
Starr Indemnity & Liability Company 

Signed: 

Name: 

Title: 

Date: 

U.S. Specialty Insurance Company 

Signed: 

Name: 

Title: 

Date: 

American International Reinsurance Company, Ltd. 

Signed: 

Name: 

Title: 

Date: 

Liberty Insurance Underwriters, Inc. 

Signed: 01-\1_ a•-\ 

Name: Arlene Levitin 

Title: Claims Officer, LIUI/Ironshore 

Date: 7/29/2022 

-14-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

22 of 60
DocuSign Envelope ID: A83DE8FC-2839-42EE-99FE-CD7E15479B07 

Starr Indemnity & Liability Company 

DoeuSigned by: 

Signed: gtAm, 66tui 

8041D

e

6A

y

E8417... 

Name: Steve Bil ar 

Title: President 

August 4, 2022 Date: 

U.S. Specialty Insurance Company 

Signed: 

Name: 

Title: 

Date: 

American International Reinsurance Company, Ltd. 

Signed: 

Name: 

Title: 

Date: 

Liberty Insurance Underwriters, Inc. 

Signed: 

Name: 

Title: 

Date: 

- 14 - 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

23 of 60
Starr Indemnity & Liability Company 

Signed: 

Name: 

Title: 

Date: 

U.S. Specialty Insurance Company 

Signed: 

Name: 

Title: 

Date: 

American International Reinsurance Company, Ltd. 

Digitally signed by Kimberly 

Kimberly Huebner Huebner 

Signed: DatP. 7n7) oR ol 1 2-1 6.24 414'00'

Name: Kimberly J. Huebner 

Vice President - Technical Claims, D&O Public Title: 

Date: August 3, 2022 

Liberty Insurance Underwriters, Inc. 

Signed: 

Name: 

Title: 

Date: 

-14-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

24 of 60
 - 16 - 

Patrick M. Hogan 

Signed: _______________________________ 

Date: ___________________________________

Christopher P. Johns 

Signed: _______________________________ 

Date: ___________________________________

Julie M. Kane 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

Roger H. Kimmel 

Signed: _______________________________ 

Date: ___________________________________ 

Gregg L. Lemler 

Signed: _______________________________ 

Date: ___________________________________ 

Steve E. Malnight 

Signed: _______________________________ 

Date: ___________________________________

Richard A. Meserve 

Signed: _______________________________ 

Date: ___________________________________ 


	







	

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

25 of 60
 - 16 - 

Patrick M. Hogan 

Signed: _______________________________ 

Date: ___________________________________

Christopher P. Johns 

Signed: _______________________________ 

Date: ___________________________________

Julie M. Kane 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

Roger H. Kimmel 

Signed: _______________________________ 

Date: ___________________________________ 

Gregg L. Lemler 

Signed: _______________________________ 

Date: ___________________________________ 

Steve E. Malnight 

Signed: _______________________________ 

Date: ___________________________________

Richard A. Meserve 

Signed: _______________________________ 

Date: ___________________________________ 


	

	

	

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

26 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

27 of 60
 - 16 - 

Patrick M. Hogan 

Signed: _______________________________ 

Date: ___________________________________

Christopher P. Johns 

Signed: _______________________________ 

Date: ___________________________________

Julie M. Kane 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

Roger H. Kimmel 

Signed: _______________________________ 

Date: ___________________________________ 

Gregg L. Lemler 

Signed: _______________________________ 

Date: ___________________________________ 

Steve E. Malnight 

Signed: _______________________________ 

Date: ___________________________________

Richard A. Meserve 

Signed: _______________________________ 

Date: ___________________________________ 





		
	



Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

28 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

29 of 60
Forrest E. Miller 

Signed 

Date: 

Dinyar B. Mistry 

Signed: an ht 

Date: 

Eric D. Mullins 

Signed: 

Date: 

Rosendo G. Parra 

Signed: 

Date: 

Barbara L. Rambo 

Signed: 

Date 

Anne Shen Smith 

Signed: 

Date: 

Nickolas Stavropoulos 

Signed: 

Date 

-17 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

30 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

31 of 60
Sent from my iPhone

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

32 of 60
- 18 -

David Thomason

Signed: _______________________________

Date: ___________________________________

Jason P. Wells

Signed: _______________________________

Date: ___________________________________

Barry Lawson Williams

Signed: _______________________________

Date: ___________________________________

Geisha J. Williams

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

33 of 60
- 17 -

Forrest E. Miller

Signed: _______________________________

Date: ___________________________________

Dinyar B. Mistry

Signed: _______________________________

Date: ___________________________________

Eric D. Mullins

Signed: _______________________________

Date: ___________________________________

Rosendo G. Parra

Signed: _______________________________

Date: ___________________________________

Barbara L. Rambo

Signed: _______________________________

Date: ___________________________________

Anne Shen Smith

Signed: _______________________________

Date: ___________________________________

Nickolas Stavropoulos

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

34 of 60
- 17 -

Forrest E. Miller

Signed: _______________________________

Date: ___________________________________

Dinyar B. Mistry

Signed: _______________________________

Date: ___________________________________

Eric D. Mullins

Signed: _______________________________

Date: ___________________________________

Rosendo G. Parra

Signed: _______________________________

Date: ___________________________________

Barbara L. Rambo

Signed: _______________________________

Date: ___________________________________

Anne Shen Smith

Signed: _______________________________

Date: ___________________________________

Nickolas Stavropoulos

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

35 of 60
- 17 -

Forrest E. Miller

Signed: _______________________________

Date: ___________________________________

Dinyar B. Mistry

Signed: _______________________________

Date: ___________________________________

Eric D. Mullins

Signed: _______________________________

Date: ___________________________________

Rosendo G. Parra

Signed: _______________________________

Date: ___________________________________

Barbara L. Rambo

Signed: _______________________________

Date: ___________________________________

Anne Shen Smith

Signed: _______________________________

Date: ___________________________________

Nickolas Stavropoulos

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

36 of 60
 - 18 - 

David Thomason 

Signed: _______________________________ 

Date: ___________________________________

Jason P. Wells 

Signed: _______________________________ 

Date: ___________________________________

Barry Lawson Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Geisha J. Williams 

Signed: _______________________________ 

Date: ___________________________________ 

 






	



Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

37 of 60
- 18 -

David Thomason

Signed: _______________________________

Date: ___________________________________

Jason P. Wells

Signed: _______________________________

Date: ___________________________________

Barry Lawson Williams

Signed: _______________________________

Date: ___________________________________

Geisha J. Williams

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

38 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

39 of 60
- 15 -

PG&E Corporation

Signed: _______________________________

Name: __________________________________

Title: __________________________________

Date: ___________________________________

Pacific Gas and Electric Company

Signed: _______________________________

Name: __________________________________

Title: __________________________________

Date: ___________________________________

Lewis Chew

Signed: _______________________________

Date: ___________________________________

Kevin Dasso

Signed: _______________________________

Date: ___________________________________

Anthony F. Earley, Jr.

Signed: _______________________________

Date: ___________________________________

Fred J. Fowler

Signed: _______________________________

Date: ___________________________________

Maryellen C. Herringer

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

40 of 60
- 15 -

PG&E Corporation

Signed: _______________________________

Name: __________________________________

Title: __________________________________

Date: ___________________________________

Pacific Gas and Electric Company

Signed: _______________________________

Name: __________________________________

Title: __________________________________

Date: ___________________________________

Lewis Chew

Signed: _______________________________

Date: ___________________________________

Kevin Dasso

Signed: _______________________________

Date: ___________________________________

Anthony F. Earley, Jr.

Signed: _______________________________

Date: ___________________________________

Fred J. Fowler

Signed: _______________________________

Date: ___________________________________

Maryellen C. Herringer

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

41 of 60
- 16 -

Patrick M. Hogan

Signed: _______________________________

Date: ___________________________________

Christopher P. Johns

Signed: _______________________________

Date: ___________________________________

Julie M. Kane

Signed: _______________________________

Date: ___________________________________

Richard C. Kelly

Signed: _______________________________

Date: ___________________________________

Roger H. Kimmel

Signed: _______________________________

Date: ___________________________________

Gregg L. Lemler

Signed: _______________________________

Date: ___________________________________

Steve E. Malnight

Signed: _______________________________

Date: ___________________________________

Richard A. Meserve

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

42 of 60
- 16 -

Patrick M. Hogan

Signed: _______________________________

Date: ___________________________________

Christopher P. Johns

Signed: _______________________________

Date: ___________________________________

Julie M. Kane

Signed: _______________________________

Date: ___________________________________

Richard C. Kelly

Signed: _______________________________

Date: ___________________________________

Roger H. Kimmel

Signed: _______________________________

Date: ___________________________________

Gregg L. Lemler

Signed: _______________________________

Date: ___________________________________

Steve E. Malnight

Signed: _______________________________

Date: ___________________________________

Richard A. Meserve

Signed: _______________________________

Date: ___________________________________

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

43 of 60
EXHIBIT A 

1. In re PG&E Corporation Securities Litigation. Case No. 5:18-cv-03509. United States 

District Court, Northern District of California; 

2. York County on behalf of the County of York Retirement Fund, et al. v. Barbara L. 

Rambo. et al.. Case No. 3:19-cv-00994, United States District Court, Northern District 

of California; 

3. Fireman's Retirement System of St. Louis v. Geisha J. Williams, et al.. Case No. CGC17-562591, Superior Court of California, San Francisco County; 

4. Jeffrey Lentine v. Geisha J. Williams, et al.. Case No. CGC-17-562553, Superior Court 

of California, San Francisco County; 

5. City of Warren Police and Fire Retirement System v. Lewis Chew, et al.. Case No. CGC18-570820, Superior Court of California, San Francisco County; 

6. In re California North Bay Fire Derivative Litigation. Case No. CGC-17-562591, 

Superior Court of California, San Francisco County; 

7. David C. Weston v. PG&E Corporation, et al.. Case No. 3:18-cv-03509, United States 

District Court, Northern District of California; 

8. Jon Paul Moretti v. PG&E Corporation, et al.. Case No. 3:18-cv-03545, United States 

District Court, Northern District of California; 

9. Oklahoma Firefighters Pension and Retirement System v. Lewis Chew, et al.. Case No. 

3:18-cv-04698, United States District Court, Northern District of California; 

10. Ron Williams v. Anthony F. Earlev. Jr.. et al.. Case No. 3:18-cv-07128, United States 

District Court, Northern District of California; 

11. Rick Bowlinger v. Lewis Chew, et al.. Case No. CGC-18-572326, Superior Court of the 

State of California, San Francisco County; 

12. Bob Hagberg v. Lewis Chew, et al.. Case No. CGC-19-573190, Superior Court of the 

State of California, San Francisco County; 

13. Charles Blackburn v. Richard Meserve. et al.. Case No. 3:19-cv-00501, United States 

District Court, Northern District of California; 

14. Vatai v. Johnson. Case No. 4:19-cv-06996, United States District Court, Northern 

District of California; 

-19-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

44 of 60
15. Justice John Trotter (Ret.l. Trustee of the PG&E Fire Victim Trust v. Lewis Chew, ct 

al„ Case No. CGC-18-572326, Superior Court of the State of California for the County 

of San Francisco; 

16. In re PG&E Corporation. Case No. 19-30088 (DM), United States Bankruptcy Court, 

Northern District of California and all proofs of claim filed by shareholders of PG&E in 

this proceeding. 

-20-

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

45 of 60
EXHIBIT B

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

46 of 60
SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is entered into by and among 

(1) Plaintiff Cathy Yanni (“Plaintiff”), solely in her capacity as the Trustee of, and acting on

behalf of, the PG&E Fire Victim Trust (the “FVT”), assignee of certain claims from non-parties

PG&E Corporation and Pacific Gas and Electric Company (together, “PG&E” or “Debtors”);

(2) Defendants Lewis Chew, Fred J. Fowler, Maryellen C. Herringer, Richard C. Kelly, Roger H.

Kimmel, Richard A. Meserve, Forrest E. Miller, Eric D. Mullins, Rosendo G. Parra, Barbara L.

Rambo, Anne Shen Smith, and Barry Lawson Williams (collectively, the “Director

Defendants”); (3) Defendants Kevin Dasso, Anthony F. Earley, Jr., Patrick M. Hogan,

Christopher P. Johns, Julie M. Kane, Gregg L. Lemler, Steve E. Malnight, Dinyar B. Mistry,

Jason P. Wells, and Geisha J. Williams (collectively, the “Officer Defendants” and together with

the Director Defendants, the “Defendants”); and (4) PG&E. Plaintiff, Director Defendants,

Officer Defendants, and PG&E are referred to herein collectively as the “Parties” and

individually as a “Party.”

Recitals

A. On January 29, 2019, PG&E filed voluntary chapter 11 petitions in the United

States Bankruptcy Court for the Northern District of California (the “Bankruptcy Proceeding”), 

Hon. Dennis Montali presiding (the “Bankruptcy Court”). 

B. On June 20, 2020, the Bankruptcy Court entered the Confirmation Order

confirming PG&E’s Plan of Reorganization (the “Plan”), and the Plan became effective on 

July 1, 2020. 

C. The FVT was established by the Plan to, among other purposes, administer,

process, settle, resolve, satisfy, and pay certain claims arising out of the 2015 Butte Fire, the 

2017 North Bay Fires, and the 2018 Camp Fire, and prosecute or settle the Assigned Rights and 

Causes of Action (as defined in Section 1.8 of the Plan). 

D. As part of the Assigned Rights and Causes of Action, the Plan provided for

PG&E’s assignment to the FVT of “any and all rights, claims, causes of action, and defenses 

related thereto relating directly or indirectly to any of the Fires that the Debtors may have against 

. . . former directors and officers of the Debtors solely to the extent of any directors and officers’ 

Side B Insurance Coverage.” 

E. On February 24, 2021, Plaintiff Justice John Trotter (Ret.) filed a first amended

complaint against the Officer Defendants and Director Defendants in the Superior Court of 

California, San Francisco County, captioned Trotter v. Williams, et al. (Lead Case No. CGC-17-

562591) (the “Action”), for breaches of fiduciary duty, with one count relating to the 2017 North 

Bay Fires and one count relating to the 2018 Camp Fire. 

F. The Parties have agreed to fully and finally settle and compromise all disputes

that exist or may exist between them related to the Action and thereby dispose of all claims that 

have been or could have been raised on the terms and conditions set forth herein. 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

47 of 60
G. PG&E and Defendants have executed an agreement with certain of their D&O 

Insurance Carriers (defined below) providing, upon Bankruptcy Court approval, for those D&O 

Insurance Carriers to pay amounts on behalf of the Defendants that are sufficient to fund the 

Settlement Amount (defined below). In PG&E’s motion to the Bankruptcy Court seeking 

approval of PG&E’s agreements with certain of its D&O Insurance Carriers, PG&E will inform 

the Bankruptcy Court that, subject to the terms of this Agreement, $117 million of the money 

received from the D&O Insurance Carriers will be used to fund the Settlement Amount. 

Agreement 

In consideration of the mutual promises, covenants, and agreements set forth herein, and 

for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and 

subject to the terms and conditions set forth below, the Parties desire to, and hereby do, resolve 

their differences related to the Action and agree as follows: 

1. Settlement Amount. 

a. In consideration of the agreements and obligations contained in this 

Agreement, including the complete settlement of all disputes that exist or may exist between the 

Parties related to the Action, and the complete release of the dispute and claims as set forth in 

Paragraph 4 below, the Defendants and PG&E will cause to be paid the total lump sum of 

$117,000,000 in cash (the “Settlement Amount”) to the Trust Account (defined below) within 

thirty (30) days of the Effective Date (defined below), with the Settlement Amount and any 

earnings thereon to be paid to the FVT subject to the terms herein. 

b. The Parties agree that the payment will be made solely from proceeds 

from Side B Insurance Coverage, as defined in the Plan, and that the Director Defendants, the 

Officer Defendants, and PG&E shall not under any circumstance be obligated to pay or have 

liability for the Settlement Amount. 

c. “Trust Account” means the separate interest-bearing account at a national 

banking institution to be identified by the FVT, established by the FVT to hold the Settlement 

Amount in trust, and subject to the jurisdiction of the Bankruptcy Court, until the Settlement 

Amount is released in accordance with the terms of this Agreement. 

d. The Settlement Amount shall remain in the Trust Account and shall be 

held in trust, and cannot be disbursed, comingled with other funds, distributed, or otherwise 

altered by or at the direction of any Party, until either of the following occurs: 

i. In the event that the Bankruptcy Court’s order approving the 

settlements by and between PG&E and certain of its D&O Insurance Carriers, as defined below 

(the “Insurance Order”) becomes a Final Order (as defined in Paragraph 4.a) (the “Insurance 

Final Order”), the FVT shall have authority to disburse the Settlement Amount and all earnings 

thereon from the Trust Account to the FVT. 

ii. In the event that the Insurance Order is reversed on appeal and that 

reversal order becomes a Final Order, the FVT shall cause the Settlement Amount, and all 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

48 of 60
earnings thereon, to be returned from the Trust Account to the D&O Insurance Carriers, within 

thirty (30) days from the date the reversal order becomes a Final Order. 

2. Effective Date. The Effective Date of this Agreement shall be the date on which 

all of the following conditions have been satisfied: 

a. Full execution of this Agreement by the Parties. 

b. The Bankruptcy Court has issued the Insurance Order. 

c. Dismissal of Hagberg v. Chew (Case No. CGC-19-573190) (Superior 

Court of California, San Francisco) (the “Derivative Action”). 

d. An order from the Bankruptcy Court approving the proposed class 

settlement of all securities claims that could have been asserted or have been asserted against the 

Debtors or any of the named defendants in the action entitled, In re PG&E Corporation Securities 

Litigation (Case No. 3:18-cv-03509-EJD) (N.D. Cal.) (the “Securities Action”), including all

securities claims asserted against PG&E in the Bankruptcy Proceeding; provided, however, that 

in the event that PG&E and the defendants in the Securities Action fail to (i) execute a written 

stipulation for the proposed class action settlement (the “Securities Settlement Agreement”) 

within forty-five (45) days of the execution of this Agreement, or (ii) file a motion within 

twenty-one (21) days of the execution of the Securities Settlement Agreement to obtain 

Bankruptcy Court approval of the Securities Settlement Agreement, this condition (d) shall cease 

to be a condition. 

3. Bankruptcy Court Approvals. 

a. The Parties will use their reasonable best efforts to obtain entry of any 

court orders necessary to satisfy the conditions to the Effective Date above. Any motion(s) to 

obtain any necessary court orders pursuant to this Agreement shall be filed within twenty-one 

(21) days of the execution of the Securities Settlement Agreement, or sixty-six (66) days of the 

execution of the Agreement in this Action, whichever is earlier. 

b. PG&E agrees to use reasonable best efforts to obtain a Bankruptcy Court 

order approving the Securities Settlement Agreement within sixty (60) days of the filing of the 

Securities Settlement Agreement approval motion. 

4. Releases By The FVT. 

a. Defined Terms1

i. The term “Person” or “Persons” means an individual, corporation, 

limited liability corporation, professional corporation, partnership, limited partnership, 

limited liability partnership, association, joint stock company, estate, legal representative, 

trust, trustee, beneficiary, unincorporated association, government or any political 

1 Defined terms in this and all other Paragraphs shall have the same meaning throughout the 

Agreement regardless of where they are defined.

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

49 of 60
subdivision or agency thereof, and any business or legal entity, and their spouses, heirs, 

predecessors, successors, representatives, or assignees. 

ii. The term “FVT Released Claims” means any and all claims, 

including both known claims and Unknown Claims (defined below), held at any point 

from the beginning of time to the Effective Date of the Agreement, arising out of, relating 

to, or in connection with (i) the rights, claims, and causes of action that PG&E assigned 

to the FVT under the Plan which have been or could have been asserted by any FVT’s 

Releasing Person (defined below) against any FVT Released Person (defined below), 

including but not limited to the facts, transactions, acts, occurrences, statements, 

representations, and/or omissions that were or could have been asserted in the Action; 

and/or (ii) any claims related to the pursuit and/or defense of the Action, including but 

not limited to claims for malicious prosecution, litigation sanctions, breach or violation of 

the Plan, or breach of PG&E’s assignment of claims or the implied covenant of good 

faith and fair dealing in connection therewith. Notwithstanding anything herein to the 

contrary, the FVT Released Claims shall not include: (i) securities claims asserted in the 

Securities Action and/or held by beneficiaries of the FVT that are based on the purchase 

or acquisition of PG&E securities from April 29, 2015 through November 15, 2018, both 

dates inclusive; and (ii) any and all rights, claims, causes of action, and/or defenses that 

were assigned to the FVT against vendors, suppliers, third party contractors and 

consultants, and their insurers, pursuant to Sections 1.8 and 6.8(f) of the Plan and Section 

18(g) of the Confirmation Order. 

iii. The term “FVT Released Persons” means each and all of: 

(i) the Director Defendants and their Related Persons; (ii) the Officer Defendants and 

their Related Persons; (iii) PG&E and its Related Persons; and (iv) the D&O Insurance 

Carriers (defined below) and their Related Persons. 

iv. The term “FVT’s Releasing Persons” means the FVT, Plaintiff, 

and each and all of their Related Persons. 

v. The term “Related Persons” means each of a Person’s 

beneficiaries, immediate family members and current, former, or future parents, 

subsidiaries, associates, affiliates, partners, joint venturers, officers, directors, principals, 

shareholders, members, agents, representatives, employees, attorneys, financial or 

investment advisors, consultants, accountants, investment bankers, commercial bankers, 

trustees, engineers, insurers, co-insurers, reinsurers, heirs, assigns, executors, general or 

limited partners or partnerships, personal or legal representatives, estates, administrators, 

predecessors, successors, and advisors acting on behalf of that Person. 

vi. The term “D&O Insurance Carriers” means Associated Electric & 

Gas Insurance Services Limited, Swiss Re Corporate Solutions America Insurance 

Corporation, f/k/a North American Specialty Insurance Company, Energy Insurance 

Services, Inc., Great Lakes Insurance SE, Endurance Risk Solutions Assurance Co., 

Berkley Insurance Company, Allianz Global Risks US Insurance Company, Starr 

Indemnity & Liability Company, U.S. Specialty Insurance Company, Houston Casualty 

Company, Lloyd’s Syndicate Barbican D&O US Consortium 2018 9679 BAR 1955, 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

50 of 60
Lloyd’s Syndicate 033HIS, Lloyd’s Syndicate 1221NAV, Lloyd’s Syndicate 1919CVS, 

Lloyd’s Syndicate 1967WRB, Continental Casualty Company, Twin City Fire Insurance 

Company, Argonaut Insurance Company, American International Reinsurance Company, 

Ltd., Liberty Insurance Underwriters, Inc., Energy Insurance Mutual Limited, and ACE 

American Insurance Company. 

vii. The term “Unknown Claims” means any and all claims assigned 

by PG&E to the FVT which were alleged or could have been alleged against the 

Defendants in the Action by the FVT and any and all claims that could have been alleged 

against PG&E related to the Action, including claims which the FVT’s Releasing Persons 

do not know or suspect to exist in their favor at the time of the release of the FVT 

Released Persons, including claims which, if known by the FVT’s Releasing Persons 

might have affected Plaintiff’s decision to settle, to settle on the terms of the settlement, 

and to release the FVT Released Persons. 

viii. The term “Final Order” means an order when (i) no appeal has been 

filed and the prescribed time for commencing any appeal has expired; or (ii) an appeal has 

been filed and either (a) the appeal has been dismissed and the prescribed time, if any, for 

commencing any further appeal has expired, or (b) the order has been affirmed in all 

respects and the prescribed time, if any, for commencing any further appeal has expired. 

b. Release Of The Director Defendants, The Officer Defendants, PG&E, And 

The D&O Insurance Carriers 

i. Effective upon the FVT’s receipt of the Settlement Amount from the 

Trust Account, the FVT’s Releasing Persons will, and hereby do, release the Director 

Defendants and their Related Persons, the Officer Defendants and their Related Persons, 

PG&E and its Related Persons, and the D&O Insurance Carriers and their Related 

Persons2 from any and all FVT Released Claims, subject to Paragraph 4.a.ii of this 

Agreement. For the avoidance of doubt, and consistent with Paragraph 4.a.ii of this 

Agreement, nothing herein shall be construed to provide for the release, by the FVT’s 

Releasing Persons, of such vendors, suppliers, third party contractors and consultants, 

and their insurers, against which the FVT has asserted or may assert any of the Assigned 

Rights and Causes of Action. 

ii. Notwithstanding anything herein to the contrary, nothing herein 

shall in any way impair or restrict the rights of any Party to enforce the terms as set forth 

in this Agreement. 

iii. Notwithstanding anything herein to the contrary, nothing herein 

shall be deemed in any way to impair, enlarge, restrict, or otherwise alter the rights of 

PG&E or any Director Defendants or Officer Defendants or their successors or 

2

 The release of the D&O Insurance Carriers and their Related Persons applies to the Side A-B-C 

D&O policies in effect from May 20, 2017-May 20, 2018 and from May 20, 2018-May 20, 2020, 

and not to any other PG&E insurance policies. 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

51 of 60
representatives arising under any indemnification right or contract or any policy or 

contract of insurance. 

c. No Assignment Of Released Claims 

i. The FVT represents and warrants that there has been, and will be, 

no assignment or other transfer of any interest in any claim which it may have against the 

FVT Released Persons. If, contrary to this representation and warranty, the FVT assigns 

or has assigned such rights to any other person or entity, the FVT shall defend, indemnify 

and hold harmless any other Party with respect to any claim or action brought by any 

assignee of any interest assigned contrary to this representation and warranty. 

d. Claims for Contribution Or Indemnity 

i. The Parties acknowledge that the FVT is the assignee of certain 

PG&E claims and that any claims assigned to the FVT may be subject to defenses or 

cross-claims which may be asserted against PG&E or the Defendants, specifically 

including, but not limited to comparative fault, indemnification, and/or contribution. The 

Parties agree that such claims, if proven, would reduce the amount of any award to the 

FVT by the amount of the judgment on a claim, if any, allocated to PG&E and/or the 

Defendants. For the avoidance of doubt, this provision does not relate to any claims 

made by third parties against PG&E for affirmative relief and/or damages that are 

unrelated to the Assigned Rights and Causes of Action. 

5. Release By Defendants And PG&E. 

a. The term “Defendants’ Releasing Persons” means the Defendants and 

each and all of their Related Persons. 

b. The term “PG&E’s Releasing Persons” means PG&E and each and all of 

its Related Persons. 

c. Effective upon the FVT’s receipt of the Settlement Amount from the Trust 

Account, the Defendants’ Releasing Persons and PG&E’s Releasing Persons will, and hereby do, 

release, discharge, and extinguish any and all claims related to the Action against the FVT and its 

Related Persons (the “D&O/PG&E Released Claims”). For the avoidance of doubt, nothing 

herein releases claims by PG&E and/or the Defendants against the D&O Insurance Carriers in 

their capacities as such. 

6. Release By Defendants Of PG&E. Upon the FVT’s receipt of the Settlement 

Amount from the Trust Account, the Defendants’ Releasing Persons will, and hereby do, release, 

discharge, and extinguish any and all claims regarding the FVT Released Claims, other than the 

Defendants’ claims for fees and expenses in connection with the Action, against PG&E and its 

Related Persons (the “D&O Released Claims”). For the avoidance of doubt, this release is not 

intended to and will not supersede any other indemnification rights or agreements, or limit any 

other present or future claims by Defendants for indemnification by PG&E. 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

52 of 60
7. Waiver Of California Civil Code Section 1542. 

a. The term “Releasing Persons” means, collectively, FVT’s Releasing 

Persons, Defendants’ Releasing Persons, and PG&E’s Releasing Persons. 

b. With respect to any and all FVT Released Claims, D&O/PG&E Released 

Claims, and D&O Released Claims (collectively, the “Released Claims”), the Parties agree that, 

upon the FVT’s receipt of the Settlement Amount from the Trust Account, the Releasing Persons 

shall expressly waive the provisions, rights, and benefits of California Civil Code §1542, which 

provides: 

“A general release does not extend to claims that the creditor or releasing 

party does not know or suspect to exist in his or her favor at the time of 

executing the release and that, if known by him or her, would have materially 

affected his or her settlement with the debtor or released party.” 

c. The Releasing Persons acknowledge that they may discover facts in 

addition to or different from those now known or believed to be true by them with respect to the 

Released Claims, but it is the intention of the Parties to completely, fully, finally, and forever 

compromise, settle, release, discharge, and extinguish any and all of the Released Claims known 

or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or 

unapparent, which now exist, or heretofore existed, or may hereafter exist, and without regard to 

the subsequent discovery of additional or different facts. 

8. Dismissal With Prejudice. 

a. The Parties shall inform the Court presiding over the Action of this 

Agreement and shall use best efforts to have the Court stay the Action until the earlier of when 

the Action is dismissed pursuant to Paragraph 8.b or a Restoration of Rights occurs pursuant to 

Paragraph 10. In any event, no Party will take any steps to prosecute or defend the Action prior 

to a Restoration of Rights pursuant to Paragraph 10. 

b. The Plaintiff shall dismiss the Action with prejudice and without costs 

within three (3) days of receiving the Settlement Amount from the Trust Account. The Parties 

agree to cooperate in obtaining such dismissal of the Action, and any remaining related 

derivative actions that have not already been dismissed, including the Derivative Action. 

9. Duty Of Cooperation. The Parties shall at all times fully cooperate with each 

other and shall cause their respective agents and attorneys to cooperate in a prompt and timely 

manner in connection with the performance of all obligations under this Agreement, including 

specifically the Parties’ efforts to obtain the Insurance Final Order. This Agreement shall be 

subject to disclosure for the purpose of obtaining the Insurance Final Order and to the arbitration 

panel presiding over the arbitration between PG&E and the D&O Insurance Carriers. The 

Parties shall execute and deliver such additional documents or certificates, and take such further 

action as may be necessary or otherwise reasonably requested of them to fully perform the 

provisions of this Agreement or implement the provisions of this Agreement fully and 

effectively. 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

53 of 60
10. Restoration Of Rights. 

a. Notwithstanding anything in this Agreement to the contrary, in the event 

that (i) the Effective Date does not occur within seven (7) months of the execution of this 

Agreement and the FVT does not provide notice to PG&E and the Defendants extending that 

deadline, or (ii) the Insurance Order is reversed, in whole or in part, and the reversal order 

becomes a Final Order and thus the Insurance Order does not become a Final Order, this 

Agreement, including all releases contained herein, shall become void ab initio, and the Parties, 

as between one another, shall be restored to all rights and obligations which any of them had 

prior to executing this Agreement. 

b. Pursuant to Paragraph 1.d.ii above, in the event that this Agreement 

becomes void, the FVT agrees that the FVT shall cause the Settlement Amount, and all earnings 

thereon, to be returned from the Trust Account to the D&O Insurance Carriers as specified by 

PG&E, within thirty (30) days from the date the reversal order becomes a Final Order. 

c. In the event that this Agreement becomes void, the Parties agree that this 

Agreement, including all of its terms, as well as any facts or circumstances surrounding the 

drafting or negotiations of this Agreement, shall not be used in connection with any court 

proceeding, litigation, dispute or otherwise. 

11. No Admissions Of Wrongdoing Or Liability. Notwithstanding anything 

contained herein, this Agreement and compliance with this Agreement shall not be construed as 

an admission by any Party of any liability whatsoever, any merit in the claims asserted in the 

Action, or any violation of the rights of any Party or violation of any order, law, statute, duty, or 

contract whatsoever. It is also expressly agreed and acknowledged that neither the negotiation, 

execution, nor performance of any of the terms of this Agreement shall constitute or be construed 

as an admission by any Party of any liability, insurance coverage, lack of insurance coverage, or 

any fact or indication that any of the claims or charges made by any of the Parties against each 

other has any merit or lacks any merit. The Parties hereto agree that they shall not make any 

representation, statement, or proffer of evidence or argument, to any court, tribunal, or third 

party intentionally suggesting that this Agreement constitutes any such admission. 

12. Notice. Notice shall be given by electronic mail to each Party as follows: 

For the FVT and Plaintiff: 

Frank M. Pitre 

COTCHETT, PITRE & McCARTHY, LLP 

840 Malcolm Road, Suite 200 

Burlingame, CA 94010 

fpitre@cpmlegal.com 

(650) 697-6000 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

54 of 60
For the Director Defendants: 

Stephen P. Blake 

SIMPSON THACHER & BARTLETT LLP 

2475 Hanover Street 

Palo Alto, CA 94304 

sblake@stblaw.com 

(650) 251-5000

For the Officer Defendants: 

Steven Scholes 

MCDERMOTT, WILL & EMERY LLP 

44 West Lake Street 

Chicago, IL 60606 

sscholes@mwe.com 

(312) 984-7762

For PG&E: 

James E. Brandt 

LATHAM & WATKINS LLP 

1271 Avenue of the Americas 

New York, NY 10020 

james.brandt@lw.com 

(212) 906-1278

13. Joint Drafting. The language of this Agreement shall be construed as a whole,

according to its fair meaning and intent, and not strictly for or against any Party. This 

Agreement shall be deemed to have been drafted by all Parties to this Agreement, and no Party 

or any attorney for any Party shall urge otherwise. 

14. Acknowledgement Of Legal Advice. The Parties agree and acknowledge that

each of them enters this Agreement upon the independent legal advice of his, her, or its attorney, 

and that each of them has read, fully understands, and voluntarily accepts the terms and 

provisions of this Agreement. 

15. Headings. The Parties understand, agree, and acknowledge that all headings in

this Agreement are for convenience of reference only and do not create any separate rights in and 

of themselves. 

16. Costs And Attorneys’ Fees. The Parties shall each be responsible for their own

attorneys’ fees, costs, and expenses incurred by them in connection with the Action, including 

the preparation, negotiation, and drafting of this Agreement. Each of the FVT and Defendants 

waives any and all claims against any other Party and the FVT waives any and all claims against 

PG&E, for the recovery of the same. For the avoidance of doubt, nothing in this Agreement is 

intended to or shall foreclose the Defendants from seeking payment from PG&E for their fees 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

55 of 60
and costs incurred defending the Action or PG&E from seeking reimbursement from its D&O 

Insurance Carriers for any such fees and costs. 

17. Inurement. The Parties agree that this Agreement shall inure to the benefit of,

and be binding upon, each of the Parties and their respective parents, subsidiaries, affiliates, 

predecessors, successors and assigns, and the agents and other authorized representatives, 

beneficiaries, trustees, shareholders, officers, directors, employees, insurers, heirs, executors, 

trustees, partners, and joint venturers of any of the foregoing. 

18. Amendment. No amendment, modification, or addition to this Agreement shall

be valid unless it is in a writing executed by the Parties. 

19. Governing Law. This Agreement shall be governed by the laws of the State of

California, without regard to any principles of conflicts of laws. 

20. No Waiver. No delay or failure by any Party to exercise its rights under this

Agreement shall be construed to be a waiver thereof, unless memorialized by written instrument 

signed by the Parties. The agreed waiver of any covenant, condition, or agreement to be 

performed under this Agreement shall not be construed to be a continuing waiver of the same 

covenant, condition or agreement or the waiver of a different covenant, condition or agreement. 

Furthermore, the agreed waiver of any breach of this Agreement shall not be considered to be the 

agreed waiver of a different or subsequent such breach. 

21. Integration. This Agreement constitutes the entire agreement between the

Parties, and supersedes any and all prior or contemporaneous agreements, promises, 

representations, or understandings, written or oral, between them relating to the subject matter of 

this Agreement, including the Term Sheet dated May 25, 2022. Each Party represents that it has 

not relied on any representation not included in this Agreement, and that there are no other 

agreements, promises, representations, or understandings that shall be binding upon the Parties 

with respect to this subject matter unless contained in this Agreement. The Releasing Persons 

expressly agree this Agreement will remain valid and effective even if the facts they now believe 

to be true turn out to be false or different than what they now believe, and expressly assume the 

risk of any such difference. 

22. Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed to be an original, but all of which, taken together, shall constitute one and the 

same Agreement. For purposes of execution, facsimile signatures and signature pages sent 

through electronic mail shall be considered effective and binding. 

23. Authority. Any individual signing this Agreement on behalf of any Party

represents and warrants that he or she has full authority to do so. 

24. Dispute Resolution. Any dispute, claim or controversy arising out of or relating

to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, 

shall be resolved by confidential binding arbitration by Robert A. Meyer, and shall be 

administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures in place at 

the time any arbitration demand is filed. 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

56 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

57 of 60
Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

58 of 60
AGREED TO AND ACCEPTED: 

DATED: ____________, 2022 COTCHETT, PITRE & McCARTHY, LLP 

Frank M. Pitre 

Mark C. Molumphy 

 

 Frank M. Pitre 

Counsel for Plaintiff Justice John Trotter (Ret.), 

Trustee of the PG&E Fire Victim Trust 

DATED: ___________, 2022 SIMPSON THACHER & BARTLETT LLP 

Jonathan K. Youngwood 

Stephen P. Blake 

 

 

 Stephen P. Blake 

 

Attorneys for Director Defendants Lewis 

Chew, Fred J. Fowler, Maryellen C. 

Herringer, Richard C. Kelly, Roger H. 

Kimmel, Richard A. Meserve, Forrest E. 

Miller, Eric D. Mullins, Rosendo G. Parra, 

Barbara L. Rambo, Anne Shen Smith, and 

Barry Lawson Williams 

DATED: July 26 , 2022 MCDERMOTT, WILL & EMERY LLP 

Steven Scholes 

Jason Strabo 

Paul M.G. Helms 

 

 

Steven Scholes 

Attorneys for Officer Defendants Kevin Dasso, 

Anthony F. Earley, Jr., Patrick M. Hogan, 

Christopher P. Johns, Gregg L. Lemler, Steve 

E. Malnight, and Geisha J. Williams 

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

59 of 60
DATED: ____________, 2022 LATHAM & WATKINS LLP 

James E. Brandt 

Michael J. Reiss 

James E. Brandt 

Counsel for Non-Parties PG&E Corporation 

and Pacific Gas and Electric Company 

July 25

Case: 19-30088 Doc# 13016-2 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page

60 of 60