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

Exhibit A 

 

Case: 19-30088 Doc# 13016-1 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 made and entered into by and 

between Associated Electric & Gas Insurance Services Limited (“AEGIS”), Swiss Re Corporate 

Solutions America Insurance Corporation (“SRCSAIC), f/k/a North American Specialty 

Insurance Company, Great Lakes Insurance SE (“Great Lakes”), Endurance Risk Solutions 

Assurance Co. (“Endurance”), Berkley Insurance Company (“Berkley”), Allianz Global Risks 

US Insurance Company (“Allianz”), Continental Casualty Company (“CNA”), Twin City Fire 

Insurance Company (“Twin City”), Argonaut Insurance Company (“Argonaut”), and Energy 

Insurance Mutual Limited (“EIM”) (collectively, the “Insurers”); 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, Steve E. Malnight, Richard A. 

Meserve, Forrest E. Miller, Dinyar B. Mistry, Eric D. Mullins, Gregg L. Lemler, 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”). The Insurers, 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, AEGIS issued a Directors and Officers Liability Insurance policy to PG&E, 

numbered DP5008417P (the “2017 Primary Policy”), with a policy period of May 20, 2017 to 

May 20, 2018 (the “2017 Policy Period”), and an aggregate limit of liability of $35 million, 

subject to a $5 million self-insured retention; 

 WHEREAS, EIM, SRCSAIC, Great Lakes, Endurance, Berkley, and Allianz, issued to 

PG&E for the 2017 Policy Period the following directors and officers liability policies in excess 

of the 2017 Primary Policy (these policies are sometimes collectively referred to herein as the 

“2017 Excess Policies,” and collectively with the 2017 Primary Policy, the “2017 Policies,” and 

these Insurers, together with AEGIS, in their capacity as insurers issuing the 2017 Policies, are 

collectively referred to as the “2017 Insurers”): 

a. EIM issued the first layer excess policy, numbered 293716-17DO, with an 

aggregate limit of liability of $25 million (the “2017 EIM Excess Policy”); 

b. SRCSAIC issued the second layer excess policy, numbered DOE 1000005 04, 

with an aggregate limit of liability of $15 million (the “2017 SRCSAIC Excess 

Policy”); 

c. Great Lakes issued the third layer excess policy, numbered 

B0509FINMW1700720, with an aggregate limit of liability of $15 million (the 

“2017 Great Lakes Excess Policy”); 

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d. Endurance issued the fourth layer excess policy, numbered DOX10003965504, 

with an aggregate limit of liability of $25 million (the “2017 Endurance Excess 

Policy”); 

e. Berkley issued the fifth layer excess policy, numbered BPRO8026578, with an 

aggregate limit of liability of $15 million (the “2017 Berkley Excess Policy”); and 

f. Allianz issued the seventh layer excess policy, numbered DOX 2009141, with an 

aggregate limit of liability of $25 million (the “2017 Allianz Excess Policy”). 

 WHEREAS, four insurers have separately agreed to settle (in that capacity, the “2017 

Other Settling Insurers”) under similar terms to those in this Agreement (“2017 Other Settling 

Insurers’ Agreement”), with respect to the following excess directors and officers liability 

policies for the 2017 Policy Period (the “2017 Other Settling Insurers’ Policies”), under which 

each 2017 Other Settling Insurer would pay its full limit of liability: 

a. American International Reinsurance Company, Ltd. (“AIRC”) issued the sixth 

layer excess policy, numbered 17735565, with an aggregate limit of liability of 

$15 million; 

b. Liberty Insurance Underwriters, Inc. (“Liberty”) issued the eighth layer excess 

policy, numbered DONYABBATV002, with an aggregate limit of liability of $10 

million; 

c. Starr Indemnity & Liability Company (“Starr”) issued the ninth layer excess 

policy, numbered 1000058800171, with an aggregate limit of liability of $10 

million; and 

d. U.S. Specialty Insurance Company (“USIC”) issued the tenth layer excess policy, 

numbered 24-MGU-17-A40722, with an aggregate limit of liability of $10 

million. 

 WHEREAS, AEGIS issued a Directors and Officers Liability Insurance policy to PG&E, 

numbered DP5008418P (the “2018 Primary Policy”), with a policy period of May 20, 2018 to 

May 20, 2020, as extended by Endorsement No. 42 (the “2018 Policy Period”), and an aggregate 

limit of liability of $25 million, subject to a $10 million self-insured retention; 

 WHEREAS, Berkley, EIM, SRCSAIC, Great Lakes, Endurance, CNA, Allianz, Twin 

City, and Argonaut issued to PG&E for the 2018 Policy Period the following directors and 

officers liability policies in excess of the 2018 Primary Policy, (these policies are sometimes 

collectively referred to herein as the “2018 Excess Policies,” and collectively with the 2018 

Primary Policy, the “2018 Policies,” and these Insurers, together with AEGIS, in their capacity 

as insurers issuing the 2018 Policies, are collectively referred to as the “2018 Insurers”): 

a. Berkley issued the first layer excess policy, numbered BPRO8032243, with an 

aggregate limit of liability of $10 million (the “2018 Berkley Excess Policy”); 

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b. EIM issued the second layer excess policy, numbered 294001-18DO, with an 

aggregate limit of liability of $25 million (the “2018 EIM Excess Policy”); 

c. SRCSAIC issued the third layer excess policy, numbered DOE 1000005 05, with 

an aggregate limit of liability of $15 million (the “2018 SRCSAIC Excess 

Policy”); 

d. Great Lakes issued the fourth layer excess policy, numbered 

B0509FINMW1800309, with an aggregate limit of liability of $15 million (the 

“2018 Great Lakes Excess Policy”); 

e. Endurance issued the fifth layer excess policy, numbered DOX10003965505, 

with an aggregate limit of liability of $15 million (the “2018 Endurance Excess 

Policy”); 

f. CNA issued the sixth layer excess policy, numbered 651998866, with an 

aggregate limit of liability of $15 million (the “2018 CNA Excess Policy”); 

g. Allianz issued the seventh layer excess policy, numbered USF00087118, with an 

aggregate limit of liability of $15 million (the “2018 Allianz Excess Policy”); 

h. Twin City issued the ninth layer excess policy, numbered 57 DA 0329569-18, 

with an aggregate limit of liability of $15 million (the “2018 Twin City Policy”); 

and 

i. Argonaut issued the tenth layer excess policy, numbered MLX 4209092-0, with 

an aggregate limit of liability of $10 million (the “2018 Argonaut Excess 

Policy”). 

 WHEREAS, four insurers have declined to participate in this Agreement with respect to 

the following excess directors and officers liability policies (in that capacity, the “Non-Settling 

Insurers”) under which PG&E is an “Insured Organization” and the Individual Insureds are 

“Insured Persons,” or the equivalent, which were in effect for the policy period of May 20, 2018 

to May 20, 2020, as extended by endorsement (the “Non-Settling Insurers’ Policies”): 

a. Lloyd’s Syndicate Barbican D&O US Consortium 2018 9679 BAR 1955 

(“Barbican”) issued the eighth layer excess policy, numbered 

B0509FINMW1800858, with an aggregate limit of liability of $15 million; 

b. Starr issued the eleventh layer excess policy, numbered 1000058800181, with an 

aggregate limit of liability of $10 million; 

c. Allianz issued the twelfth layer excess policy, numbered USF00112918, with an 

aggregate limit of liability of $5 million; and 

d. Houston Casualty Company (“HCC”) issued the thirteenth layer excess policy, 

numbered 24-MG-18-A13813, with an aggregate limit of liability of $10 million. 

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

Policies and/or the 2018 Policies (collectively, the “Policies”) for certain lawsuits and other 

proceedings 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. 3:18-cv-03509-EJD (N.D. Cal.) (the “Securities Class Action”); 

 WHEREAS, the Noticed Matters include 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”) and proofs of 

claim filed by shareholders of PG&E in the Bankruptcy Proceeding based upon alleged false and 

misleading statements with respect to PG&E securities (the “Proofs of Claim”); 

 WHEREAS, 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.) 

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 “FVT Action”); 

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

Individual Insureds breached their fiduciary duties; 

 WHEREAS, PG&E incurred Defense Costs (as that term is defined in the 2017 Primary 

Policy and the 2018 Primary Policy) 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 2017 Insurers, the 2018 Insurers, 

and the Non-Settling Insurers entitled PG&E Corporation et al. v. Associated Electric & Gas 

Insurance Services Limited, et al., 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 and EIM have agreed that either can initiate a separate arbitration 

regarding insurance coverage under the 2017 EIM Excess Policy and the 2018 EIM Excess 

Policy for Defense Costs and indemnity in connection with the Noticed Matters (the “Potential, 

Future Arbitration,” and, collectively, with the Current Arbitration, the “Arbitrations”); 

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

Insureds reached settlement agreements in principle with the plaintiffs in the Securities Class 

Action and Proofs of Claim (the “Securities Class Action Settlement”) and the FVT Action (the 

“FVT Action Settlement,” and collectively with the Securities Class Action Settlement, the 

“Settlements”) that, if certain conditions are met, would resolve 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 

(1) the Noticed Matters, (2) Defense Costs incurred in connection with the Noticed Matters, (3) 

all rights and obligations of the Insureds and the Insurers under the Policies with respect to the 

Noticed Matters, (4) the Policies, and (5) the Arbitrations (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: 

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 Insurers to PG&E by wire 

transfer into accounts to be specified by PG&E, with a total of $117 million to be paid into one 

account and the balance of the Insurance Payment to be paid into one or more additional 

accounts, 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 written wire transfer instructions on its letterhead and a Form W9 with 

respect to the payee(s) of the Insurance Payment. 

Payment Schedule 

Insurer Policy Amount 

AEGIS 2017 Primary Policy $35 million 

EIM 2017 EIM Excess Policy $25 million 

SRCSAIC 2017 SRCSAIC Excess Policy $15 million 

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Insurer Policy Amount 

Great Lakes 2017 Great Lakes Excess Policy $15 million 

Endurance 2017 Endurance Excess Policy $25 million 

Berkley 2017 Berkley Excess Policy $15 million 

Allianz 2017 Allianz Excess Policy $25 million 

AEGIS 2018 Primary Policy $11.25 million 

Berkley 2018 Berkley Excess Policy $4.5 million 

EIM 2018 EIM Excess Policy $11.25 million 

SRCSAIC 2018 SRCSAIC Excess Policy $6.75 million 

Great Lakes 2018 Great Lakes Excess Policy $6.75 million 

Endurance 2018 Endurance Excess Policy $6.75 million 

CNA 2018 CNA Excess Policy $6.75 million 

Allianz 2018 Allianz Excess Policy $6.75 million 

Twin City 2018 Twin City Policy $6.75 million 

Argonaut 2018 Argonaut Excess Policy $4.5 million 

b. Provided, however, that if the Insureds agree to accept payment from a NonSettling Insurer, then the payments owed by the 2018 Insurers under this Agreement under their 

respective 2018 Policies will be reduced to the lowest percentage of policy limits that any NonSettling Insurer is paying under its Non-Settling Insurers’ Policy (the “Reduced Payment”), in 

which case the Payment Schedule amounts as to the 2018 Insurers shall automatically be 

amended to the Reduced Amount and, if the original payment amount was made, then PG&E 

will pay to each 2018 Insurer the difference between said amount and the amount of the Reduced 

Payment. This provision will not apply if the Insureds agree to voluntarily accept payment from 

a Non-Settling Insurer: (i) in satisfaction of an Arbitration Award in the Current Arbitration for 

an amount that implicates less than the entire limits of liability of the 2018 Policies, or (ii) an 

Arbitration Award in the Current Arbitration is issued on the cross-motions submitted to the 

arbitration panel on October 7, 2021 in favor of the Insureds. For avoidance of doubt, nothing in 

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this subparagraph is intended to affect the payments that the 2017 Insurers agreed to make under 

the 2017 Policies. 

c. The Insurers understand and agree that, in reliance on, and consistent with, their 

promise to pay the Insurance Payment under the Policies, the Insureds will use reasonable efforts 

to complete settlements of the Securities Class Action, Proofs of Claim, and the FVT Action, so 

long as those terms are reasonably consistent with the binding term sheet executed by the FVT 

on May 22, 2022 and the draft term sheet supplied by defendants to the putative class 

representative in the securities case on June 15, 2022. This Agreement is binding upon the 

occurrence of the Effective Date, regardless of whether the Settlements become final. 

3. MUTUAL RELEASES 

a. Effective upon payment by the Insurers pursuant to Paragraph 2.a., and for 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 the 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 extra-contractual or claims 

of bad faith, based upon, arising out of or relating to any, some, and/or all of the following: (1) 

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 that 

occurred on or before May 20, 2020 (subparts (1) through (4) above are collectively referred to 

as the “Released Matters”); and (5) the 2017 Policies, including without limitation any allegation 

that any Insurer breached any obligation under the 2017 Policies. 

b. Upon payment by the Insurers pursuant to Paragraph 2.a. and for other valuable 

consideration, the sufficiency of which is acknowledged, the Insureds and the Insureds’ Related 

Parties do hereby fully, completely, and forever release, acquit, remise, and discharge the 2018 

Insurers and all of the 2018 Insurers’ 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 “2018 Insurers’ Related Parties”), from any 

and all claims, disputes, controversies, fees, costs and demands under the 2018 Policies 

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

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and/or all of the following: (1) the Released Matters; and (2) the 2018 Policies, including without 

limitation any allegation that the 2018 Insurers breached any obligation under the 2018 Policies. 

c. The releases in subparagraphs 3.a. and 3.e., except for the releases in 

subparagraphs 3.a.(5) and 3.b.(2) above and 3.e.(2) below, also apply to any Side A-only director 

and officer liability policy issued by AEGIS that insures the Individual Insureds and was in 

effect during the 2017 Policy Period or the 2018 Policy Period (such Side A-only policies to 

include AEGIS Policy No. DX5748101P). 

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

below do not apply to PG&E’s captive Side A-only policy, Energy Insurance Services, Inc. 

Policy No. P034-190331, the Non-Settling Insurers’ Policies, the 2017 Other Settling Insurers’ 

Policies, including, for avoidance of doubt, Allianz under Policy No. USF00112918, and any 

other Side A-only policy. 

e. 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 and the 2018 Insurers, on behalf of 

themselves and all of the 2018 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 and the 

2018 Policies (excepting any claims for breach of this Agreement) including but not limited to 

any extra-contractual 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 Policies, including without 

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

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

Agreement, other than with respect to Section 2(b) of this Agreement. 

f. 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: 

“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. 

g. 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 claims 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 claims known 

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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. 

h. The Parties understand, acknowledge, and agree that the releases given by PG&E 

and its parents, subsidiaries, and affiliates shall not apply to any claim the 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) for 

Defense Costs (as that term is used in the 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 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 

Settlement 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. 

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

PG&E and the Individual Insureds under the Non-Settling Insurers’ 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-à-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 

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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.com 

 For the Individual Insureds: 

 Jonathan Youngwood 

 jyoungwood@stblaw.com 

 Stephen Blake 

 sblake@stblaw.com 

 SIMPSON THACHER & BARTLETT LLP 

 

 and 

 

 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 

 

 

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 For AEGIS: 

Timothy Vazquez 

Senior Litigation Counsel 

TimothyVazquez@aegislimited.com 

With a copy to: 

Dan A. Bailey 

dbaily@baileycav.com 

Michael R. Goodstein 

mgoodstein@baileycav.com 

BAILEY CAVALIERI LLC 

For EIM: 

Ann Joslin 

ajoslin@eimltd.com 

With a copy to: 

Ronald L. Ohren 

Ronald.Ohren@bakermckenzie.com 

BAKER MCKENZIE 

 For Berkley: 

 Michelle Klein 

 mklein@berkleypro.com 

 With a copy to: 

 

Kimberly M. Melvin 

kmelvin@wiley.law 

John E. Howell 

jhowell@wiley.law 

WILEY REIN LLP 

 

 For SRCSAIC: 

 

Diana M. Karnes 

 Diana_Karnes@swissre.com 

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 With a copy to: 

 

Ralph A. Guirgis 

ralph.guirgis@clydeco.us 

Sean R. Simpson 

sean.simpson@clydeco.us 

CLYDE & CO US LLP 

 

 For Endurance: 

 

Jennifer L. Odrobina 

jodrobina@sompo-intl.com 

 

 With a copy to: 

 Mary Jo Barry 

 mbarry@kdvlaw.com 

 KAUFMAN DOLOWICH VOLUCK LLP 

 

 For Great Lakes: 

Saba Rehman 

srehman@munichre.com 

 With a copy to: 

David J. Hensler 

david.hensler@hoganlovells.com 

Douglas S. Crosno 

douglas.crosno@hoganlovells.com 

HOGAN LOVELLS 

 For Allianz: 

 

Angela R. Sivilli, JD RPLU 

 angela.sivilli@agcs.allianz.com 

With a copy to: 

Suzanne C. Midlige 

smidlige@cmg.com 

COUGHLIN, MIDLIGE& GARLAND LLP 

 

 For CNA: 

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Phillip E. Wilson, Jr. 

Phillip.Wilson@cna.com 

With a copy to: 

David F. Cutter 

dcutter@batescarey.com 

BATES CAREY LLP 

 For Twin City: 

 Jessica Standish 

Jessica.Mitchell2@thehartford.com 

 With a copy to: 

 

Robert A. Benjamin 

rbenjamin@kbrlaw.com 

KAUFMAN BORGEEST & RYAN LLP 

 For Argonaut: 

Jason Ellis 

 jason.ellis@argogroupus.com 

 With a copy to: 

E. Joseph O’Neil 

eoneil@peabodyarnold.com 

Michael Duffy 

MDuffy@peabodyarnold.com 

PEABODY & ARNOLD 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 Insurers, and the 

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

with PG&E and the Insurers each bearing its own fees as costs as to the proceedings between 

them. If, however, the Settlement 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, (b) either PG&E or EIM can pursue the Potential, Future Arbitration, and 

(c) the Parties to such Arbitrations reserve all rights with respect to such Arbitrations. Nothing 

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herein is intended to affect the claims in the Current Arbitration by PG&E and the Individual 

Insureds against the Non-Settling Insurers (including, for avoidance of doubt, Allianz in its 

capacity as the insurer issuing Policy No. USF00112918), 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 between PG&E and the Non-Settling Insurers 

proceeds, 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 the Parties will use reasonable efforts to carry out the terms of this Agreement in 

conjunction with the 2017 Other Settling Insurers’ Agreement, and nothing in this Agreement 

shall affect any of the Parties’ rights and duties under any policies other than the Policies. Each 

Party represents that it has not relied on any representation not included in this Agreement, and 

that no other agreements, promises, representations, or understandings 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 and the Effective Date is the date of such approval. 

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, the Parties, as 

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

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, (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 

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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 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 have not returned any portion of the Insurance Payment (the “Unpaid 

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

pay the Unpaid Balance to the Insurers within 15 days after the Insurers notify PG&E that there 

is an Unpaid Balance. Upon those Insurers’ receipt of the returned Insurance Payment so 

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

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

of those proceeds from the respective Plaintiffs or any other party that was in possession or 

control of such proceeds. 

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

evidence or refer to this Agreement, including all 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 are 

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 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. 

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16. INDEMNIFICATION 

a. Consistent with the Parties’ intent that each Insurer’s maximum liability under the 

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

indemnify each Insurer from any and all additional amounts that any of the Insurers is finally 

adjudicated to be liable for under a Policy that was released in Paragraph 3 above (collectively, 

the “Indemnified Claims”), including all amounts incurred by each 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 Section 12.b.). For avoidance of doubt, indemnification does not extend to a claim for breach 

of this Agreement or to any claims between the 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 an Insurer, then the 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 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 Insurer and/or PG&E in 

connection with such claim. 

c. The 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, 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 Insurer upon written request from the 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, the 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 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 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 

the 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 Insurer for the salaries, benefits, expenses or 

other compensation that are paid by the Insurer to its officers, directors, in-house counsel or 

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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 Insurers in connection with such claims. 

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

an Insurer for an Indemnified Claim shall not exceed that Insurer’s several share of the Insurance 

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

by this Section 16. 

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 Settlement 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 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. 

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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: 

Associated Electric & Gas Insurance Services Limited 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Berkley Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Energy Insurance Mutual Limited 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

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

Specialty Insurance Company 

Signed: _______________________________ 

Name: Diana M. Karnes 

Title: Vice President 

Date: ___________________________________ 

 Ronald L. Ohren/Baker McKenzie LLP

 Attorney

 7/5/2020

for Energy Insurance Mutual

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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: 

Associated Electric & Gas Insurance Services Limited 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Berkley Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Energy Insurance Mutual Limited 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

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

Specialty Insurance Company 

Signed: _______________________________ 

Name: Diana M. Karnes 

Title: Vice President 

Date: ___________________________________ July 6, 2022

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

Specialty Insurance Company 

Signed: _______________________________ 

Name: Steven White 

Title: Vice President 

Date: ___________________________________ 

Endurance Risk Solutions Assurance Co. 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Great Lakes Insurance SE 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Allianz Global Risks US Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Twin City Fire Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

July 6, 2022

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

Specialty Insurance Company 

Signed: _______________________________ 

Name: Steven White 

Title: Vice President 

Date: ___________________________________ 

Endurance Risk Solutions Assurance Co. 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Great Lakes Insurance SE 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Allianz Global Risks US Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Twin City Fire Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Srehman

 Saba Rehman

Senior Claims Specialist

6th July 2022

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

Specialty Insurance Company 

Signed: _______________________________ 

Name: Steven White 

Title: Vice President 

Date: ___________________________________ 

Endurance Risk Solutions Assurance Co. 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Great Lakes Insurance SE 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Allianz Global Risks US Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Twin City Fire Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Lauren Levy

Claims Technical Officer

7-6-22

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Continental Casualty Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

Argonaut Insurance Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________ 

PG&E Corporation 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________

Pacific Gas and Electric Company 

Signed: _______________________________ 

Name: __________________________________ 

Title: __________________________________ 

Date: ___________________________________

Lewis Chew 

Signed: _______________________________ 

Date: ___________________________________ 

 

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Kevin Dasso 

Signed: _______________________________ 

Date: ___________________________________ 

Anthony F. Earley, Jr. 

Signed: _______________________________ 

Date: ___________________________________ 

Fred J. Fowler 

Signed: _______________________________ 

Date: ___________________________________ 

Maryellen C. Herringer 

Signed: _______________________________ 

Date: ___________________________________ 

Patrick M. Hogan 

Signed: _______________________________ 

Date: ___________________________________

Christopher P. Johns 

Signed: _______________________________ 

Date: ___________________________________

Julie M. Kane 

Signed: _______________________________ 

Date: ___________________________________ 

Roger H. Kimmel 

Signed: _______________________________ 

Date: ___________________________________ 

 

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Kevin Dasso 

Signed: _______________________________ 

Date: ___________________________________ 

Anthony F. Earley, Jr. 

Signed: _______________________________ 

Date: ___________________________________ 

Fred J. Fowler 

Signed: _______________________________ 

Date: ___________________________________ 

Maryellen C. Herringer 

Signed: _______________________________ 

Date: ___________________________________ 

Patrick M. Hogan 

Signed: _______________________________ 

Date: ___________________________________

Christopher P. Johns 

Signed: _______________________________ 

Date: ___________________________________

Julie M. Kane 

Signed: _______________________________ 

Date: ___________________________________ 

Roger H. Kimmel 

Signed: _______________________________ 

Date: ___________________________________ 

 


	
	

	





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Date: ___________ _ 

nma.plff P • .,., .. 

Sipcd: 

DIie. ___________ _ 

MltM.KaM 

Date~ 

------------

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Steve E. Malnight 

Signed: _______________________________ 

Date: ___________________________________

Richard A. Meserve 

Signed: _______________________________ 

Date: ___________________________________ 

Forrest E. Miller 

Signed: _______________________________ 

Date: ___________________________________ 

Dinyar B. Mistry 

Signed: _______________________________ 

Date: ___________________________________ 

Eric D. Mullins 

Signed: _______________________________ 

Date: ___________________________________ 

Gregg L. Lemler 

Signed: __ ___ 

Date: ____7/17/22_______________________________ 

Rosendo G. Parra 

Signed: _______________________________ 

Date: ___________________________________ 

Barbara L. Rambo 

Signed: _______________________________ 

Date: ___________________________________ 

 

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Sft¥t &.. M'aJ. '

, ai.d. .. f)..t 

Slgmd~ 

Dane-: 

Din, n. Mlttl') 

Si~!Wd 

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Gft'II L Lflnltt 

Sr~'. 

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Anne Shen Smith 

Signed: _______________________________ 

Date: ___________________________________ 

Nickolas Stavropoulos 

Signed: _______________________________ 

Date: ___________________________________ 

Jason P. Wells 

Signed: _______________________________ 

Date: ___________________________________

Barry Lawson Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Geisha J. Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

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Steve E. Malnight 

Signed: _______________________________ 

Date: ___________________________________

Richard A. Meserve 

Signed: _______________________________ 

Date: ___________________________________ 

Forrest E. Miller 

Signed: _______________________________ 

Date: ___________________________________ 

Dinyar B. Mistry 

Signed: _______________________________ 

Date: ___________________________________ 

Eric D. Mullins 

Signed: _______________________________ 

Date: ___________________________________ 

Gregg L. Lemler 

Signed: _______________________________ 

Date: ___________________________________ 

Rosendo G. Parra 

Signed: _______________________________ 

Date: ___________________________________ 

Barbara L. Rambo 

Signed: _______________________________ 

Date: ___________________________________ 

 

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Anne Shen Smith 

Signed: _______________________________ 

Date: ___________________________________ 

Nickolas Stavropoulos 

Signed: _______________________________ 

Date: ___________________________________ 

Jason P. Wells 

Signed: _______________________________ 

Date: ___________________________________

Barry Lawson Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Geisha J. Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

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Anne Shen Smith

Signed: _______________________________

Date: ___________________________________

Nickolas Stavropoulos

Signed: _______________________________

Date: ___________________________________

Jason P. Wells

Signed: _______________________________

Date: ___________________________________

Barry Lawson Williams

Signed: _______________________________

Date: ___________________________________

Geisha J. Williams

Signed: _______________________________

Date: ___________________________________

Richard C. Kelly

Signed: _______________________________

Date: ___________________________________ 

David Thomason

Signed: _______________________________

Date: ___________________________________ 

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Anne Shen Smith 

Signed: _______________________________ 

Date: ___________________________________ 

Nickolas Stavropoulos 

Signed: _______________________________ 

Date: ___________________________________ 

Jason P. Wells 

Signed: _______________________________ 

Date: ___________________________________

Barry Lawson Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Geisha J. Williams 

Signed: _______________________________ 

Date: ___________________________________ 

Richard C. Kelly 

Signed: _______________________________ 

Date: ___________________________________ 

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EXHIBIT A 

1. In re PG&E Corporation Securities Litigation, Case No. 3:18-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. 

CGC-18-570820, 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. Earley, 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. Vataj v. Johnson, Case No. 4:19-cv-06996, United States District Court, Northern 

District of California; 

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15. Justice John Trotter (Ret.), Trustee of the PG&E Fire Victim Trust v. Lewis Chew, et 

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. 

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