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

Exhibit D 

Case: 19-30088 Doc# 13016-4 Filed: 09/29/22 Entered: 09/29/22 16:46:13 Page 1

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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. 

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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 

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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.

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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, 

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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. 

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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. 

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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. 

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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 

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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 

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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. 

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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 

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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

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