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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Exhibit A 

Redline of Plan 

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ACCEPTANCES AND REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A

DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. ALL

HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE PLAN AND THE

DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT

THE PLAN.

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

JONES DAY

Bruce S. Bennett (SBN

105430)

(bbennett@jonesday.com)

Joshua M. Mester (SBN

194783)

(jmester@jonesday.com)

James O. Johnston (SBN

167330)

(jjohnston@jonesday.com)

555 South Flower Street

Fiftieth Floor

Los Angeles, CA 90071-2300

Tel: 213 489 3939

Fax: 213 243 2539

Attorneys for Shareholder

Proponents

 Affects PG&E Corporation

 Affects Pacific Gas and Electric Company

 Affects both Debtors

* All papers shall be filed in the Lead Case, No. 19-

30088 (DM).

In re:

PG&E CORPORATION,

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PACIFIC GAS AND ELECTRIC COMPANY,

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

DEBTORS’ AND SHAREHOLDER

PROPONENTS’ JOINT CHAPTER 11 PLAN OF

REORGANIZATION DATED NOVDECEMBER

412, 2019

Debtors.

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TABLE OF CONTENTS

Page

ARTICLEARTICLE I.

DEFINITIONS, INTERPRETATION AND CONSENTS 1

ARTICLEARTICLE II.

ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS AND OTHER

UNCLASSIFIED CLAIMS 3032

2.1 Administrative Expense Claims 3032

2.2 Professional Fee Claims 3032

2.3 DIP Facility Claims 3133

2.4 Priority Tax Claims 3233

ARTICLEARTICLE III.

CLASSIFICATION OF CLAIMS AND INTERESTS 3234

3.1 Classification in General 3234

3.2 Summary of Classification 3234

3.3 Separate Classification of Other Secured Claims 3335

3.4 Nonconsensual Confirmation 3335

3.5 Debtors’ Rights in Respect of Unimpaired Claims 3335

ARTICLEARTICLE IV.

TREATMENT OF CLAIMS AND INTERESTS 3436

4.1 Class 1A – HoldCo Other Secured Claims 3436

4.2 Class 2A – HoldCo Priority Non-Tax Claims 3436

4.3 Class 3A: HoldCo Funded Debt Claims 3436

4.4 Class 4A: HoldCo General Unsecured Claims 3537

4.5 Class 5A-I – HoldCo Public Entities Wildfire Claims 3537

4.6 Class 5A-II – HoldCo Subrogation Wildfire Claims 3537

4.7 Class 5A-III – HoldCo Other WildfireFire Victim Claims 3638

4.8 Class 5A-IV – HoldCo Ghost Ship Fire Claims 36

4.98 Class 6A – HoldCo Workers’ Compensation Claims 3638

4.104.9 Class 7A – HoldCo Intercompany Claims 3638

4.110 Class 8A – HoldCo Subordinated Debt Claims 3738

4.121 Class 9A – HoldCo Common Interests 3739

4.132 Class 10A – HoldCo Other Interests 3739

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4.143 Class 1B – Utility Other Secured Claims 3739

4.154 Class 2B – Utility Priority Non-Tax Claims 3839

4.165 Class 3B: Utility Funded Debt Claims 3840

4.176 Class 4B: Utility General Unsecured Claims 3940

4.187 Class 5B-I – Utility Public Entities Wildfire Claims 3941

4.198 Class 5B-II – Utility Subrogation Wildfire Claims 3941

4.204.19 Class 5B-III – Utility Other WildfireFire Victim Claims 4143

4.21 Class 5B-IV – Utility Ghost Ship Fire Claims 42

4.220 Class 6B – Utility Workers’ Compensation Claims 4243

4.231 Class 7B – 2001 Utility Exchange Claims 4244

4.242 Class 8B – Utility Intercompany Claims 4244

4.253 Class 9B – Utility Subordinated Debt Claims 4344

4.264 Class 10B – Utility Preferred Interests 4344

4.275 Class 11B – Utility Common Interests 4344

ARTICLEARTICLE V.

PROVISIONS GOVERNING DISTRIBUTIONS 4345

5.1 Distributions Generally 4345

5.2 Plan Funding 4345

5.3 No Postpetition or Default Interest on Claims 4445

5.4 Date of Distributions 4445

5.5 Distribution Record Date 4445

5.6 Disbursing Agent 4445

5.7 Delivery of Distributions 4546

5.8 Unclaimed Property 4546

5.9 Satisfaction of Claims 4547

5.10 Fractional Stock 4647

5.11 Manner of Payment under Plan 4647

5.12 No Distribution in Excess of Amount of Allowed Claim 4647

5.13 Setoffs and Recoupments 4647

5.14 Rights and Powers of Disbursing Agent 4648

5.15 Withholding and Reporting Requirements 4748

5.16 Credit for Distributions under Wildfire Assistance Program 4749

ARTICLEARTICLE VI.

MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN 4849

6.1 General Settlement of Claims and Interests 4849

6.2 Restructuring Transactions; Effectuating Documents 4849

6.3 Continued Corporate Existence 4950

6.4 The Subrogation Wildfire Trust 4950

6.5 Subrogation Wildfire Trustee 5051

6.6 Subrogation Trust Advisory Board 5152

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6.7 The Other WildfireFire Victim Trust 5152

6.8 Fire Victim Trustee 53

6.89 Public Entities Segregated Defense Fund 5255

6.96.10 Go-Forward Wildfire Fund 5355

6.101 Officers and Board of Directors 5355

6.112 Management Incentive Plan 5356

6.123 Cancellation of Existing Securities and Agreements 5456

6.134 Cancellation of Certain Existing Security Agreements 5457

6.145 Issuance of New HoldCo Common Stock 5457

6.156 Exit Financing 5457

6.167 Wildfire Victim Recovery Bonds or Other Securitized Bonds 5557

6.178 Rights Offering 5557

6.189 Securities Act Registrations or Exemptions 5558

ARTICLEARTICLE VII.

PROCEDURES FOR DISPUTED CLAIMS 5658

7.1 Objections to Claims 5658

7.2 Resolution of Disputed Administrative Expense Claims and Disputed Claims 5659

7.3 Payments and Distributions with Respect to Disputed Claims 5659

7.4 Distributions After Allowance 5759

7.5 Disallowance of Claims 5759

7.6 Estimation 5760

ARTICLEARTICLE VIII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES 5860

8.1 General Treatment 5860

8.2 Determination of Cure Disputes and Deemed Consent 5861

8.3 Rejection Damages Claims 5962

8.4 Survival of the Debtors’ Indemnification Obligations 6062

8.5 Assumption of Employee Benefit Plans 6063

8.6 Collective Bargaining Agreements 6063

8.7 Insurance Policies 6063

8.8 Reservation of Rights 6063

8.9 Modifications, Amendments, Supplements, Restatements, or Other Agreements 6163

ARTICLEARTICLE IX.

EFFECTIVENESS OF THE PLAN 6164

9.1 Conditions Precedent to Confirmation of the Plan 6164

9.2 Conditions Precedent to the Effective Date 6264

9.3 Satisfaction of Conditions 6365

9.4 Waiver of Conditions 6365

9.5 Effect of Non-Occurrence of Effective Date 6365

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ARTICLEARTICLE X.

EFFECT OF CONFIRMATION 6366

10.1 Binding Effect 6366

10.2 Vesting of Assets 6366

10.3 Release and Discharge of Debtors 6366

10.4 Term of Injunctions or Stays 6466

10.5 Injunction Against Interference with Plan 6466

10.6 Injunction 6467

10.7 Channeling Injunction 6567

10.8 Exculpation 6669

10.9 Releases 6769

10.10 Subordination 7072

10.11 Retention of Causes of Action/Reservation of Rights 7073

10.12 Preservation of Causes of Action 7073

10.13 Special Provisions for Governmental Units 7173

10.14 Document Retention 7174

10.15 Solicitation of Plan 7174

ARTICLEARTICLE XI.

RETENTION OF JURISDICTION 7174

11.1 Jurisdiction of Bankruptcy Court 7174

ARTICLEARTICLE XII.

MISCELLANEOUS PROVISIONS 7476

12.1 Dissolution of Statutory Committees 7476

12.2 Substantial Consummation 7477

12.3 Exemption from Transfer Taxes 7477

12.4 Expedited Tax Determination 7477

12.5 Payment of Statutory Fees 7477

12.6 Plan Modifications and Amendments 7577

12.7 Revocation or Withdrawal of Plan 7578

12.8 Courts of Competent Jurisdiction 7578

12.9 Severability 7578

12.10 Governing Law 7678

12.11 Schedules and Exhibits 7678

12.12 Successors and Assigns 7678

12.13 Time 7679

12.14 Notices 7679

12.15 Reservation of Rights 7780

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PG&E Corporation and Pacific Gas and Electric Company, the above-captioned debtors (the

 “Debtors”), certain funds and accounts managed or advised by Abrams Capital Management, LP,

and certain funds and accounts managed or advised by Knighthead Capital Management, LLC

(together, the “Shareholder Proponents,” and, collectively with the Debtors, the “Plan

Proponents”), as plan proponents within the meaning of section 1129 of the Bankruptcy Code,

propose the following joint chapter 11 plan of reorganization pursuant to section 1121(a) of the

Bankruptcy Code. Capitalized terms used but not defined herein shall have the meanings ascribed to

such terms in Article I of the Plan.

ARTICLE I.

DEFINITIONS, INTERPRETATION AND CONSENTS

DEFINITIONS. The following terms used herein shall have the respective meanings defined

below (such meanings to be equally applicable to both the singular and plural):

1.1 2001 Utility Exchange Claim means any Claim against the Utility arising

solely from (a) amounts due to the CAISO, PX, and/or various market participants based on

purchases or sales of electricity, capacity, or ancillary services by the Utility and other

market participants in markets operated by the CAISO and the PX that are subject to

determination by FERC in refund proceedings bearing FERC Docket Nos. EL00-95-000 and

EL00-98-000 and related subdockets, and (b) amounts due under any settlement agreements,

allocation agreements, escrow agreements, letter agreements, other written agreements, or

court orders (including orders entered in the chapter 11 case styled In re California Power

Exchange Corporation, Case No. LA 01-16577 ES) that expressly relate thereto.

1.2 503(b)(9) Claim means a Claim or any portion thereof entitled to

administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code, which

Claim was timely filed and Allowed pursuant to the 503(b)(9) Procedures Order.

1.3 503(b)(9) Procedures Order means the Amended Order Pursuant to 11

U.S.C. §§ 503(b)(9) and 105(a) Establishing Procedures for the Assertion, Resolution, and

Satisfaction of Claims Asserted Pursuant to 11 U.S.C. § 503(b)(9) [Docket No. 725].

1.4 Administrative Expense Claim means any cost or expense of administration

of any of the Chapter 11 Cases arising on or before the Effective Date that is allowable under

section 503(b) of the Bankruptcy Code and entitled to priority under sections 364(c)(1),

503(b) (including 503(b)(9) Claims), 503(c), 507(a)(2), 507(b), or 1114(e)(2) of the

Bankruptcy Code that has not already been paid, including, (a) any actual and necessary

costs and expenses of preserving the Debtors’ estates, any actual and necessary costs and

expenses of operating the Debtors’ businesses, any indebtedness or obligations incurred or

assumed by one or more of the Debtors, as a debtor in possession, during the Chapter 11

Cases, including, for the acquisition or lease of property or an interest in property or the

performance of services, or any fees or charges assessed against the estates of the Debtors

under section 1930 of chapter 123 of title 28 of the United States Code, (b) any DIP Facility

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Claim, (c) any Professional Fee Claim and (d) any Intercompany Claim authorized pursuant

to the Cash Management Order.

1.5 Aggregate Backstop Commitment Amount means the aggregate amount of

all backstop commitments, if any, under all Backstop Commitment Letters; provided,

however, that if the backstop commitments under all Backstop Commitment Letters shall be

$0, then all consent and other rights hereunder shall no longer apply.

1.6 Aggregate Fire Victim Consideration means the aggregate consideration

used to fund the Fire Victim Trust of (a) $5.4 billion in cash to be contributed on the

Effective Date, (b) $1.35 billion consisting of (i) $650 million to be paid in cash on or before

January 15, 2021 pursuant to the Tax Benefits Payment Agreement, and (ii) $700 million to

be paid in cash on or before January 15, 2022 pursuant to the Tax Benefits Payment

Agreement; (c) $6.75 billion in New HoldCo Common Stock (issued at Fire Victim Equity

Value), which shall not be less than 20.9% of the New HoldCo Common Stock assuming the

Utility’s allowed return on equity as of the date of the Tort Claimants RSA; (d) the

assignment by the Debtors and Reorganized Debtors to the Fire Victim Trust of the Assigned

Rights and Causes of Action; and (e) assignment of rights, other than the rights of the

Debtors to be reimbursed thereunder for claims submitted prior to the Petition Date, under

the 2015 and 2016 Insurance Policies to resolve any claims related to Fires in those policy

years. For the avoidance of doubt, the Aggregate Fire Victim Consideration shall not include

any amounts for the Public Entities Settlement which shall be satisfied from other Plan

financing sources but not from the Aggregate Fire Victim Consideration.

1.7 1.6 Allowed means, with reference to any Claim or Interest: (a) any Claim

listed in the Debtors’ Schedules, as such Schedules may be amended from time to time in

accordance with Bankruptcy Rule 1009, as liquidated, non-contingent, and undisputed, and

for which no contrary proof of Claim has been filed; (b) any Claim or Interest expressly

allowed hereunder; (c) any Claim (other than a Subrogation Wildfire Claim) or Interest to

which a Debtor and the holder of such Claim or Interest agree to the amount and priority of

the Claim or Interest, which agreement is approved by a Final Order; (d) any individual

Subrogation Wildfire Claim (not held by a Consenting Creditor or a party to the Subrogation

Wildfire Claim Allocation Agreement) to which the Subrogation Wildfire Trustee and the

holder of such Claim agree to the amount of such Claim (e) any Claim or Interest that is

compromised, settled or otherwise resolved or Allowed pursuant to a Final Order (including

any omnibus or procedural Final Order relating to the compromise, settlement, resolution, or

allowance of any Claims) or under the Plan; or (f) any Claim or Interest arising on or before

the Effective Date as to which no objection to allowance has been interposed within the time

period set forth in the Plan; provided, that notwithstanding the foregoing, unless expressly

waived by the Plan, the Allowed amount of Claims or Interests shall be subject to, and shall

not exceed the limitations or maximum amounts permitted by, the Bankruptcy Code,

including sections 502 or 503 of the Bankruptcy Code, to the extent applicable. The

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Reorganized Debtors shall retain all Claims and defenses with respect to Allowed Claims

that are Reinstated or otherwise Unimpaired under the Plan.

1.8 Assigned Rights and Causes of Action means 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 vendors, suppliers, third party contractors and consultants

(including those who provided services regarding the Debtors’ electrical system, system

equipment, inspection and maintenance of the system, and vegetation management), former

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

Insurance Coverage, and others as mutually agreed upon by the Plan Proponents and

identified in the Schedule of Assigned Rights and Causes of Action.

1.9 1.7 Avoidance Action means any action commenced, or that may be

commenced, before or after the Effective Date pursuant to chapter 5 of the Bankruptcy Code

including sections 544, 545, 547, 548, 549, 550, or 551 of the Bankruptcy Code.

1.10 1.8 Backstop Approval Order means an order of the Bankruptcy Court,

approving the Backstop Commitment Letters, which order shall be in form and substance

satisfactory to the Debtors and the Backstop Parties.

1.11 1.9 Backstop Commitment Letters means those certain letter agreements, as

may be amended or modified from time to time in accordance with the terms thereof and the

Backstop Approval Order, pursuant to which the Backstop Parties have agreed to purchase

shares of New HoldCo Common Stock on the terms and subject to the conditions thereof.

1.12 1.10 Backstop Parties means the parties that have agreed to purchase shares

of New HoldCo Common Stock on the terms and subject to the conditions of the Backstop

Commitment Letters and the Backstop Approval Order.

1.13 1.11 Ballot means the form(s) distributed to holders of impaired Claims or

Interests on which the acceptance or rejection of the Plan is to be indicated.

1.14 1.12 Bankruptcy Code means title 11 of the United States Code, as

applicable to the Chapter 11 Cases.

1.15 1.13 Bankruptcy Court means the United States Bankruptcy Court for the

Northern District of California, having subject matter jurisdiction over the Chapter 11 Cases

and, to the extent of any reference withdrawal made under section 157(d) of title 28 of the

United States Code, the District Court.

1.16 1.14 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as

promulgated by the United States Supreme Court under section 2075 of title 28 of the United

States Code, applicable to the Chapter 11 Cases, and any Local Rules of the Bankruptcy

Court.

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1.17 1.15 Business Day means any day other than a Saturday, a Sunday, or any

other day on which banking institutions in New York, New York are required or authorized

to close by law or executive order.

1.18 1.16 CAISO means the California Independent System Operator Corporation.

1.19 1.17 Cash means legal tender of the United States of America.

1.20 1.18 Cash Management Order means the Final Order Pursuant to 11 U.S.C.

§§ 105(a), 345(b), 363(b), and 363(c), and Fed. R. Bankr. P.6003 and 6004 (i) Authorizing

Debtors to (a) Continue Their Existing Cash Management System, (b) Honor Certain

Prepetition Obligations Related to the Use Thereof, (c) Continue Intercompany

Arrangements, (d) Continue to Honor Obligations Related to Joint Infrastructure Projects,

and (e) Maintain Existing Bank Accounts and Business Forms; and (ii) Waiving the

Requirements of 11 U.S.C. § 345(b), dated March 13, 2019 [Docket No. 881].

1.21 1.19 Cause of Action means, without limitation, any and all actions, class

actions, proceedings, causes of action, controversies, liabilities, obligations, rights, rights of

setoff, recoupment rights, suits, damages, judgments, accounts, defenses, offsets, powers,

privileges, licenses, franchises, Claims, Avoidance Actions, counterclaims, cross-claims,

affirmative defenses, third-party claims, Liens, indemnity, contribution, guaranty, and

demands of any kind or character whatsoever, whether known or unknown, asserted or

unasserted, reduced to judgment or otherwise, liquidated or unliquidated, fixed or contingent,

matured or unmatured, disputed or undisputed, suspected or unsuspected, foreseen or

unforeseen, direct or indirect, choate or inchoate, secured or unsecured, assertable directly or

derivatively, existing or hereafter arising, in contract or in tort, in law, in equity, or

otherwise, whether arising under the Bankruptcy Code or any applicable nonbankruptcy law,

based in whole or in part upon any act or omission or other event occurring on or prior to the

Petition Date or during the course of the Chapter 11 Cases, including through the Effective

Date. Without limiting the generality of the foregoing, when referring to Causes of Action of

the Debtors or their estates, Causes of Action shall include (a) all rights of setoff,

counterclaim, or recoupment and Claims for breach of contracts or for breaches of duties

imposed by law or equity; (b) the right to object to any Claim or Interest; (c) Claims

(including Avoidance Actions) pursuant to section 362 and chapter 5 of the Bankruptcy

Code, including sections 510, 542, 543, 544 through 550, or 553; (d) Claims and defenses

such as fraud, mistake, duress, usury, and any other defenses set forth in section 558 of the

Bankruptcy Code; and (e) any Claims under any state or foreign law, including any

fraudulent transfer or similar claims.

1.22 1.20 Channeling Injunction means the permanent injunction provided for in

Section 10.7 of the Plan with respect to WildfireFire Claims to be issued pursuant to, and

included in, the Confirmation Order.

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1.23 1.21 Chapter 11 Cases means the jointly administered cases under chapter 11

of the Bankruptcy Code commenced by the Debtors on the Petition Date in the Bankruptcy

Court and currently styled In re PG&E Corporation and Pacific Gas and Electric Company,

Ch. 11 Case No. 19-30088 (DM) (Jointly Administered).

1.24 1.22 Chief Executive Officer means William D. Johnson, the current chief

executive officer of HoldCo.

1.25 1.23 Claim has the meaning set forth in section 101(5) of the Bankruptcy

Code.

1.26 1.24 Claims Resolution Procedures means, collectively, the Other

WildfireFire Victim Claims Resolution Procedures and the Subrogation Wildfire Claim

Allocation Agreement.

1.27 1.25 Class means any group of Claims or Interests classified herein pursuant

to sections 1122 and 1123(a)(1) of the Bankruptcy Code.

1.28 1.26 Collateral means any property or interest in property of the estate of any

Debtor subject to a lien, charge, or other encumbrance to secure the payment or performance

of a Claim, which lien, charge, or other encumbrance is not subject to a Final Order ordering

the remedy of avoidance on any such lien, charge, or other encumbrance under the

Bankruptcy Code.

1.29 1.27 Collective Bargaining Agreements means, collectively, (a) the IBEW

Collective Bargaining Agreements, (b) the Collective Bargaining Agreement currently in

place between the Utility and the Engineers and Scientists of California Local 20, IFPTE,

and (c) the Collective Bargaining Agreement currently in place between the Utility and the

Service Employees International Union.

1.30 1.28 Confirmation Date means the date on which the Clerk of the

Bankruptcy Court enters the Confirmation Order.

1.31 1.29 Confirmation Hearing means the hearing to be held by the Bankruptcy

Court regarding confirmation of the Plan, as such hearing may be adjourned or continued

from time to time.

1.32 1.30 Consenting Creditors has the meaning set forth in Subrogation Claims

RSA.

1.33 Consenting Fire Claimant Professionals has the meaning set forth in the

Tort Claimants RSA.

1.34 1.31 Confirmation Order means the order of the Bankruptcy Court

confirming the Plan pursuant to section 1129 of the Bankruptcy Code and approving the

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transactions contemplated thereby, which shall be in form and substance acceptable to the

Debtors.

1.35 1.32 CPUC means the California Public Utilities Commission.

1.36 1.33 CPUC Approval means all necessary approvals, authorizations and final

orders from the CPUC to implement the Plan, and to participate in the Go-Forward Wildfire

Fund, including: (a) satisfactory provisions pertaining to authorized return on equity and

regulated capital structure; (b) a disposition of proposals for certain potential changes to the

Utility’s corporate structure and authorizations to operate as a utility; (c) satisfactory

resolution of claims for monetary fines or penalties under the California Public Utilities Code

for prepetition conduct; (d) approval (or exemption from approval) of the financing structure

and securities to be issued under Article VI of the Plan, including one or more financing

orders approving the Wildfire Victim Recovery Bonds; (e) approval of any hedges executed

by the Utility in consultation with the CPUC staff; and (f) any approvals or determinations

with respect to the Plan and related documents that may be required by the Wildfire

Legislation (A.B. 1054).

1.37 1.34 Creditors Committee means the statutory committee of unsecured

creditors appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to section 1102 of

the Bankruptcy Code.

1.38 1.35 Cure Amount means the payment of Cash or the distribution of other

property (as the parties may agree or the Bankruptcy Court may order) as necessary to (a)

cure a monetary default, as required by section 365(a) of the Bankruptcy Code by the

Debtors in accordance with the terms of an executory contract or unexpired lease of the

Debtors, and (b) permit the Debtors to assume or assume and assign such executory contract

or unexpired lease under section 365(a) of the Bankruptcy Code.

1.39 1.36 D&O Liability Insurance Policies means all unexpired directors’,

managers’, and officers’ liability insurance policies (including any “tail policy”) of either of

the Debtors.

1.40 1.37 Debtors means, collectively, HoldCo and the Utility.

1.41 1.38 DIP Facilities means the senior secured postpetition credit facilities

approved pursuant to the DIP Facility Order, as the same may be amended, modified, or

supplemented from time to time through the Effective Date in accordance with the terms of

the DIP Facility Documents and the DIP Facility Order.

1.42 1.39 DIP Facility Agents means JPMorgan Chase Bank, N.A., solely in its

capacity as administrative agent under the DIP Facility Documents, and Citibank, N.A.,

solely in its capacity as collateral agent under the DIP Facility Documents, and their

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respective successors, assigns, or any replacement agents appointed pursuant to the terms of

the DIP Facility Documents.

1.43 1.40 DIP Facility Claim means any Claim arising under, or related to, the

DIP Facility Documents.

1.44 1.41 DIP Facility Credit Agreement means that certain Senior Secured

Superpriority Debtor-In-Possession Credit, Guaranty and Security Agreement, dated as of

February 1, 2019, by and among the Utility as borrower, HoldCo as guarantor, the DIP

Facility Agents, and the DIP Facility Lenders, as the same has been or may be further

amended, modified, or supplemented from time to time.

1.45 1.42 DIP Facility Documents means, collectively, the DIP Facility Credit

Agreement and all other “Loan Documents” (as defined therein), and all other agreements,

documents, and instruments delivered or entered into pursuant thereto or entered into in

connection therewith (including any collateral documentation) (in each case, as amended,

supplemented, restated, or otherwise modified from time to time).

1.46 1.43 DIP Facility Lenders means the lenders under the DIP Facility Credit

Agreement and each other party that becomes a lender thereunder from time to time in

accordance with the terms of the DIP Facility Credit Agreement.

1.47 1.44 DIP Facility Order means the Final Order Pursuant to 11 U.S.C. §§

105, 362, 363, 503 and 507, Fed. R. Bankr. P. 2002, 4001, 6004 and 9014 and (i)

Authorizing the Debtors to Obtain Senior Secured, Superpriority, Postpetition Financing, (ii)

Granting Liens and Superpriority Claims, (iii) Modifying the Automatic Stay, and (iv)

Granting Related Relief [Docket No. 1091], dated March 27, 2019, as may be amended,

modified, or supplemented from time to time through the Effective Date.

1.48 1.45 DIP Letters of Credit means any letters of credit issued by a DIP

Facility Lender pursuant to the DIP Facility Credit Agreement.

1.49 1.46 Disallowed means a Claim, or any portion thereof, (a) that has been

disallowed by a Final Order, agreement between the holder of such Claim and the applicable

Debtor, or the Plan; (b) that is listed in the Debtors’ Schedules, as such Schedules may be

amended, modified, or supplemented from time to time in accordance with Bankruptcy Rule

1009, at zero ($0) dollars or as contingent, disputed, or unliquidated and as to which no proof

of Claim has been filed by the applicable deadline or deemed timely filed with the

Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the

Bankruptcy Court or applicable law; or (c) that is not listed in the Debtors’ Schedules and as

to which no proof of Claim has been timely filed by the applicable deadline or deemed

timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final

Order of the Bankruptcy Court or under applicable law.

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1.50 1.47 Disbursing Agent means the Utility (or such Entity designated by the

Debtors and without the need for any further order of the Bankruptcy Court) in its capacity

as a disbursing agent pursuant to Section 5.6 hereof.

1.51 1.48 Disclosure Statement means the disclosure statement relating to the

Plan, including, all schedules, supplements, and exhibits thereto, as approved by the

Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

1.52 1.49 Disclosure Statement Order means a Final Order finding that the

Disclosure Statement contains adequate information pursuant to section 1125 of the

Bankruptcy Code.

1.53 1.50 Disputed means with respect to a Claim or any portion thereof (a) that is

neither Allowed nor Disallowed under the Plan or a Final Order, nor deemed Allowed under

sections 502, 503, or 1111 of the Bankruptcy Code; (b) that has not been Allowed and is

listed as unliquidated, contingent, or disputed in the Schedules; (c) that is a Subrogation

Wildfire Claim (i) not held by a Consenting Creditor or (ii) a party to the Subrogation

Wildfire Claim Allocation Agreement; or (d) for which a proof of Claim has been filed and

related to which the Debtors or any party in interest has interposed a timely objection or

request for estimation, and such objection or request for estimation has not been withdrawn

or determined by a Final Order.

1.54 1.51 Distribution Record Date means the Effective Date, unless otherwise

provided in the Plan or designated by the Bankruptcy Court. The Distribution Record Date

shall not apply to Securities of the Debtors deposited with DTC, the holders of which shall

receive a distribution in accordance with Article V of this Plan and, as applicable, the

customary procedures of DTC.

1.55 1.52 District Court means the United States District Court for the Northern

District of California having subject matter jurisdiction over the Chapter 11 Cases.

1.56 1.53 DTC means the Depository Trust Company.

1.57 1.54 Effective Date means a Business Day on or after the Confirmation Date

selected by the Debtors, on which the conditions to the effectiveness of the Plan specified in

Section 9.2 hereof have been satisfied or otherwise effectively waived in accordance with the

terms hereof.

1.58 1.55 Eligible Offeree has the meaning set forth in the Rights Offering

Procedures, if applicable.

1.59 1.56 Employee Benefit Plans means any written contracts, agreements,

policies, programs, and plans (including any related trust or other funding vehicle) governing

any obligations relating to compensation, reimbursement, indemnity, health care benefits,

disability benefits, deferred compensation benefits, travel benefits, vacation and sick leave

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benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation

programs, life insurance, and accidental death and dismemberment insurance, including

written contracts, agreements, policies, programs, and plans for bonuses and other incentives

or compensation for the current and former directors, officers, and employees, as applicable,

of any of the Debtors.

1.60 1.57 Entity has the meaning set forth in section 101(15) of the Bankruptcy

Code.

1.61 1.58 Exculpated Parties means collectively, and, in each case, in their

capacities as such: (a) the Debtors and Reorganized Debtors; (b) the DIP Facility Agents;

(c) the DIP Facility Lenders; (d) the Exit Financing Agents; (e) the Exit Financing Lenders;

[(f) the Funded Debt Trustees;] (g) the HoldCo Revolver Lenders; (h) the HoldCo Term

Loan Lenders; [(i) the Utility Revolver Lenders; (j) the Utility Term Loan Lenders;] (k) the

Public Entities Releasing Parties; (l) the Statutory Committees; (m) the Backstop Parties; (n)

the Consenting Creditors; and (o) the Shareholder Proponents; and (p) with respect to each of

the foregoing entities (a) through (no), such entities’ predecessors, successors, assigns,

subsidiaries, affiliates, managed accounts and funds, current and former officers and

directors, principals, equity holders, members, partners, managers, employees,

subcontractors, agents, advisory board members, restructuring advisors, financial advisors,

attorneys, accountants, investment bankers, consultants, representatives, management

companies, fund advisors (and employees thereof), and other professionals, and such

entities’ respective heirs, executors, estates, servants, and nominees, in each case in their

capacity as such.

1.62 1.59 Exit Financing means, collectively, the Exit Revolver Facility, and all

other indebtedness to be incurred by the Reorganized Debtors on or about the Effective Date

as part of the Plan Funding.

1.63 1.60 Exit Financing Agents means, collectively, the Exit Revolver Facility

Agent and any other facility agent or indenture trustee acting in such capacity under the Exit

Financing Documents.

1.64 1.61 Exit Financing Documents means, collectively, the Exit Revolver

Facility Documents and all other agreements, indentures, documents, and instruments

delivered or entered into pursuant to or in connection with the Exit Financing (including any

guarantee agreements and collateral documentation) (in each case, as amended,

supplemented, restated, or otherwise modified from time to time).

1.65 1.62 Exit Financing Lenders means, collectively, the Exit Revolver Facility

Lenders and all other lenders or holders (as applicable) under the Exit Financing Documents.

1.66 1.63 Exit Financing Term Sheets means those certain term sheets that shall

be included in the Plan Supplement that set forth the principal terms of the Exit Financing.

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1.67 1.64 Exit Revolver Facility means any revolving loan facility provided to the

Reorganized Utility or Reorganized HoldCo, pursuant to the Exit Revolver Facility

Documents, including the Exit Revolver Facility Credit Agreement, as contemplated by, and

which shall be consistent with, the Exit Financing Term Sheets.

1.68 1.65 Exit Revolver Facility Agent means the administrative agent or

collateral agent (if applicable) under the Exit Revolver Facility Credit Agreement, its

successors, assigns, or any replacement agent appointed pursuant to the terms of the Exit

Revolver Facility Documents.

1.69 1.66 Exit Revolver Facility Credit Agreement means the credit agreement

providing for the Exit Revolver Facility, including all agreements, notes, instruments, and

any other documents delivered pursuant thereto or in connection therewith (in each case, as

amended, supplemented, restated, or otherwise modified from time to time), as contemplated

by, and which shall be consistent with, the Exit Financing Term Sheets.

1.70 1.67 Exit Revolver Facility Documents means, collectively, the Exit

Revolver Facility Credit Agreement and all other agreements, documents, and instruments

delivered or entered into pursuant thereto or in connection therewith (including any

guarantee agreements and collateral documentation) (in each case, as amended,

supplemented, restated, or otherwise modified from time to time), each of which shall be, to

the extent applicable, consistent with the Exit Financing Term Sheets.

1.71 1.68 Exit Revolver Facility Lenders means each person who on the

Effective Date shall become a lender under the Exit Revolver Facility Documents.

1.72 1.69 Federal Judgment Rate means the interest rate of 2.59% as provided

under 28 U.S.C. § 1961(a), calculated as of the Petition Date in accordance with In re

Cardelucci, 285 F.3d 1231 (9th Cir. 2002).

1.73 1.70 Final Order means an order or judgment of the Bankruptcy Court

entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Cases which

has not been reversed, vacated, or stayed and as to which (a) the time to appeal, petition for

certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no

appeal, petition for certiorari, or other proceeding for a new trial, reargument, or rehearing

shall then be pending, or (b) if an appeal, writ of certiorari, new trial, reargument, or

rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall

have been affirmed by the highest court to which such order was appealed, or certiorari shall

have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted

in no modification of such order, and the time to take any further appeal, petition for

certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided, that

no order or judgment shall fail to be a Final Order solely because of the possibility that a

motion under Rule 60 of the Federal Rules of Civil Procedure has been or may be filed with

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respect to such order or judgment. The susceptibility of a Claim to a challenge under section

502(j) of the Bankruptcy Code shall not render a Final Order not a Final Order.

1.74 Fire Claim means any Claim against the Debtors in any way arising out of

the Fires, including, but not limited to, any Claim resulting from the Fires for (a) general

and/or specific damages, including any Claim for personal injury, wrongful death, emotional

distress and similar claims, pavement fatigue, damage to culverts, ecosystem service losses,

municipal budget adjustments/reallocation, lost revenue and tax impacts, local share of

reimbursed fire clean-up costs, future estimated infrastructure costs, water service losses, lost

landfill capacity, costs related to unmet housing (e.g., housing market impact due to the Fires

and adjustments for increased homeless population), and/or hazard mitigation costs

(including, watershed restoration and hazardous tree removal expenses); (b) damages for

repair, depreciation and/or replacement of damaged, destroyed, and/or lost personal and/or

real property; (c) damages for loss of the use, benefit, goodwill, and enjoyment of real and/or

personal property; (d) damages for loss of wages, earning capacity and/or business profits

and/or any related displacement expenses; (e) economic losses; (f) damages for wrongful

injuries to timber, trees, or underwood under California Civil Code § 3346; (g) damages for

injuries to trees under California Code of Civil Procedure § 733; (h) punitive and exemplary

damages under California Civil Code §§ 733 and 3294, California Public Utilities Code §

2106, or otherwise, (i) restitution; (j) fines or penalties; (k) any and all costs of suit,

including all attorneys’ fees and expenses, expert fees, and related costs, including all

attorneys and other fees under any theory of inverse condemnation; (l) for prejudgment

and/or postpetition interest; (m) other litigation costs stemming from the Fires; and (n)

declaratory and/or injunctive relief. For avoidance of doubt and without prejudice to the

Debtors’ right to object to any such Claim, “Fire Claim” shall not include any (y) Claim for

substantial contribution under section 503(b) of the Bankruptcy Code, or (z) any

Subordinated Debt Claim and HoldCo Common Interest. The Fire Claims shall not include

claims arising from any fire other than the Fires (including, without limitation, the Kincade

Fire or any postpetition fire) or any Administrative Expense Claims.

1.75 Fire Victim Claim means any Fire Claim that is not a Public Entities

Wildfire Claim or a Subrogation Wildfire Claim.

1.76 Fire Victim Claims Resolution Procedures means the procedures for the

resolution, liquidation, and payment of Fire Victim Claims by the Fire Victim Trust,

substantially in the form included in the Plan Supplement, which shall comply with Section

4.18(f)(ii) hereof.

1.77 Fire Victim Equity Value means 14.9 multiplied by the Normalized

Estimated Net Income as of a date to be agreed upon [among the parties to the Tort

Claimants RSA].

1.78 Fire Victim Trust means one or more trusts established on the Effective

Date, in accordance with Section 6.7 of the Plan to, among other purposes, administer,

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process, settle, resolve, satisfy, and pay Fire Victim Claims, and prosecute or settle the

Assigned Rights and Causes of Action.

1.79 Fire Victim Trust Agreement means that certain trust agreement or

agreements by and among the Debtors, the Fire Victim Trust, and the Fire Victim Trustee,

substantially in the form included in the Plan Supplement.

1.80 Fire Victim Trustee means the Person or Persons selected by [the

Consenting Fire Claimant Professionals and the Tort Claimants Committee], subject to the

approval of the Bankruptcy Court, and identified in the Plan Supplement, to serve as the

trustee(s) of the Fire Victim Trust, and any successor thereto, appointed pursuant to the Fire

Victim Trust Agreement.

1.81 Fire Victim Trust Oversight Committee means the oversight committee

appointed by [the Consenting Fire Claimant Professionals and the Tort Claimants

Committee] to oversee the Fire Victim Trust in accordance with the Plan and the Fire Victim

Trust Agreement.

1.82 Fires means the fires that occurred in Northern California, listed on Exhibit

A annexed hereto.

1.83 1.71 Funded Debt Claims means, collectively, the HoldCo Funded Debt

Claims and the Utility Funded Debt Claims.

1.84 1.72 Funded Debt Documents means, collectively, the HoldCo Revolver

Documents, the HoldCo Term Loan Documents, the PC Bond Loan Documents, the PC

Bond LOC Documents, the Utility Revolver Documents, the Utility Term Loan Documents,

and the Utility Senior Notes Documents.

1.85 1.73 Funded Debt Trustees means, collectively, the HoldCo Revolver

Agent, the HoldCo Term Loan Agent, the Utility Revolver Agent, the Utility Term Loan

Agent, and the Utility Senior Notes Trustee.

1.86 1.74 General Unsecured Claim means any Claim, other than a DIP Facility

Claim, Administrative Expense Claim, Professional Fee Claim, Priority Tax Claim, Other

Secured Claim, Priority Non-Tax Claim, Funded Debt Claim, Workers’ Compensation

Claim, 2001 Utility Exchange Claim, Wildfire Claim, Ghost Ship Fire Claim, Intercompany

Claim, or Subordinated Debt Claim, that is not entitled to priority under the Bankruptcy

Code or any Final Order. General Unsecured Claims shall include any (a) Prepetition

Executed Settlement Claim and (b) Claim for damages resulting from or otherwise based on

the Debtors’ rejection of an executory contract or unexpired lease.

1.87 1.75 Ghost Ship Fire means the fire known as the “Ghost Ship Fire” which

occurred in Oakland, California on December 2, 2016.

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1.76 Ghost Ship Fire Claim means any Claim related to or arising from the Ghost

Ship Fire.

1.88 1.77 Go-Forward Wildfire Fund means a long-term, state-wide fund

established, pursuant to section 3292(a) of the California Public Utilities Code and the

Wildfire Legislation (A.B. 1054), to pay for certain future wildfire obligations, the terms of

which are set forth in the Wildfire Legislation (A.B. 1054).

1.89 1.78 Governmental Unit has the meaning set forth in section 101(27) of the

Bankruptcy Code.

1.90 1.79 HoldCo means Debtor PG&E Corporation, a California corporation.

1.91 1.80 HoldCo Common Interest means any HoldCo Interest which results or

arises from the existing common stock of HoldCo, includingand any Claim against HoldCo

subject to subordination pursuant to section 510(b) of the Bankruptcy Code arising from or

related to suchthe common stock of HoldCo.

1.92 HoldCo Fire Victim Claim means any Fire Victim Claim against HoldCo.

1.93 1.81 HoldCo Funded Debt Claims means, collectively, the HoldCo Revolver

Claims and the HoldCo Term Loan Claims.

1.94 1.82 HoldCo General Unsecured Claim means any General Unsecured Claim

against HoldCo.

1.83 HoldCo Ghost Ship Fire Claim means any Ghost Ship Fire Claim against

HoldCo.

1.95 1.84 HoldCo Intercompany Claim means any Intercompany Claim against

HoldCo.

1.96 1.85 HoldCo Interest means any Interest in HoldCo immediately prior to the

Effective Date.

1.97 1.86 HoldCo Other Interest means any HoldCo Interest that is not a HoldCo

Common Interest.

1.98 1.87 HoldCo Other Secured Claim means any Other Secured Claim against

HoldCo.

1.88 HoldCo Other Wildfire Claim means any Other Wildfire Claim against HoldCo.

1.99 1.89 HoldCo Priority Non-Tax Claim means any Priority Non-Tax Claim

against HoldCo.

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1.100 1.90 HoldCo Public Entities Wildfire Claim means any Public Entities

Wildfire Claim against HoldCo.

1.101 1.91 HoldCo Revolver Agent means such entity or entities acting as

administrative agent under the HoldCo Revolver Documents, and any of their respective

successors, assigns, or replacement agents appointed pursuant to the terms of the HoldCo

Revolver Documents.

1.102 1.92 HoldCo Revolver Claim means any Claim arising under, or related to,

the HoldCo Revolver Documents.

1.103 1.93 HoldCo Revolver Credit Agreement means that certain Second Amended

and Restated Credit Agreement, dated as of April 27, 2015, by and among HoldCo, the

HoldCo Revolver Agent, and the HoldCo Revolver Lenders, as amended, supplemented,

restated, or otherwise modified from time to time.

1.104 1.94 HoldCo Revolver Documents means, collectively, the HoldCo Revolver

Credit Agreement and all other “Loan Documents” (as defined therein), and all other

agreements, documents, and instruments delivered or entered into pursuant thereto or entered

into in connection therewith (in each case, as amended, supplemented, restated, or otherwise

modified from time to time).

1.105 1.95 HoldCo Revolver Lenders means the lenders under the HoldCo Revolver

Credit Agreement and each other party that becomes a lender thereunder from time to time in

accordance with the terms of the HoldCo Revolver Credit Agreement.

1.106 1.96 HoldCo Subordinated Debt Claim means any Claim against HoldCo that

is subject to subordination under section 510(b) of the Bankruptcy Code, including any

Claim for reimbursement, indemnification or contribution, but excluding any HoldCo

Common Interest.

1.107 1.97 HoldCo Subrogation Wildfire Claim means any Subrogation Wildfire

Claim against HoldCo.

1.108 1.98 HoldCo Term Loan Agent means Mizuho Bank, Ltd. solely in its

capacity as administrative agent under the HoldCo Term Loan Documents, its successors,

assigns, or any replacement agent appointed pursuant to the terms of the HoldCo Term Loan

Documents.

1.109 1.99 HoldCo Term Loan Claim means any Claim arising under, or related

to, the HoldCo Term Loan Documents.

1.110 1.100 HoldCo Term Loan Credit Agreement means that certain Term Loan

Agreement, dated as of April 16, 2018, by and among HoldCo, as borrower, the HoldCo

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Term Loan Agent, and the HoldCo Term Loan Lenders, as amended, supplemented, restated,

or otherwise modified from time to time.

1.111 1.101 HoldCo Term Loan Documents means, collectively, the HoldCo

Term Loan Credit Agreement and all other “Loan Documents” (as defined therein),

including all other agreements, documents, and instruments delivered or entered into

pursuant thereto or entered into in connection therewith (in each case, as amended,

supplemented, restated, or otherwise modified from time to time).

1.112 1.102 HoldCo Term Loan Lenders means the lenders under the HoldCo

Term Loan Credit Agreement and each other party that becomes a lender thereunder from

time to time in accordance with the terms of the HoldCo Term Loan Credit Agreement.

1.113 1.103 HoldCo Workers’ Compensation Claim means any Workers’

Compensation Claim against HoldCo.

1.114 1.104 IBEW Collective Bargaining Agreements mean, collectively, the two

(2) Collective Bargaining Agreements currently in place between the Utility and IBEW

Local 1245: (i) the IBEW Physical Agreement, and (ii) the IBEW Clerical Agreement.

1.115 1.105 IBEW Local 1245 means Local Union No. 1245 of the International

Brotherhood of Electrical Workers.

1.116 1.106 Impaired means, with respect to a Claim, Interest, or Class of Claims

or Interests, “impaired” within the meaning of sections 1123(a)(4) and 1124 of the

Bankruptcy Code.

1.117 1.107 Indemnification Obligation means each of the Debtors’

indemnification obligations existing or outstanding prior to the Effective Date, whether

arising by statute, agreement, in the bylaws, certificates of incorporation or formation,

limited liability company agreements, other organizational or formation documents, board

resolutions, management or indemnification agreements, or employment or other contracts,

for their current and former directors, officers, managers, employees, attorneys, accountants,

restructuring advisors, financial advisors, investment bankers, and other professionals and

agents of the Debtors, as applicable.

1.118 1.108 Insurance Policies means any insurance policy issued to any of the

Debtors or under which the Debtors have sought or may seek coverage, including the D&O

Liability Insurance Policies.

1.119 1.109 Intercompany Claim means any Claim against a Debtor held by either

another Debtor or by a non-Debtor affiliate which is controlled by a Debtor (excluding any

Claims of an individual).

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1.120 1.110 Interest means (a) any equity security (as defined in section 101(16) of

the Bankruptcy Code) of a Debtor, including all units, shares, common stock, preferred

stock, partnership interests, or other instrument evidencing any fixed or contingent

ownership interest in any Debtor, including any option, warrant, or other right, contractual or

otherwise, to acquire any such interest in a Debtor, whether or not transferable and whether

fully vested or vesting in the future, that existed immediately before the Effective Date and

(b) any Claim against any Debtor subject to subordination pursuant to section 510(b) of the

Bankruptcy Code arising from or related to any of the foregoing.

1.121 1.111 Interim Compensation Order means the Order Pursuant to 11 U.S.C.

§§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for

Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 701].

1.122 Kincade Fire means the wildfire which started on October 23, 2019 in the

area northeast of Geyserville, in Sonoma County, California.

1.123 1.112 Lien has the meaning set forth in section 101(37) of the Bankruptcy

Code.

1.124 1.113 Management Incentive Plan means the post-emergence management

incentive plan for certain of the Reorganized Debtors’ employees on the terms set forth in the

Management Incentive Plan Term Sheet that may be established and implemented at the

discretion of the New Board on or after the Effective Date.

1.125 1.114 Management Incentive Plan Term Sheet means that certain term

sheet that sets forth the principal terms of the Management Incentive Plan.

1.115 Mandatory Convertible Preferred Stock means mandatory convertible

preferred stock of Reorganized HoldCo, which may be issued under the Plan on terms

substantially consistent with the term sheet annexed hereto as Exhibit A.

1.126 1.116 New Board means, on and as of the Effective Date, the board of

directors of Reorganized HoldCo, and the board of directors of the Reorganized Utility, as

applicable.

1.127 1.117 New HoldCo Common Stock means the common stock of HoldCo

issued in connection with the implementation of the Plan.

1.128 1.118 New Organizational Documents means, if applicable, the forms of

articles of incorporation or other forms of organizational documents and bylaws, as

applicable, of the Reorganized Debtors, substantially in the form included in the Plan

Supplement and which shall be in form and substance acceptable to the Debtors.

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1.129 1.119 Non-cash Recovery has the meaning set forth in Subrogation Claims

RSA.

1.130 Normalized Estimated Net Income shall mean, in each case with respect to

the estimated year 2021, (a) on a component-by-component basis (e.g., distribution,

generation, gas transmission and storage, and electrical transmission), the sum of (i) the

Utility’s estimated earning rate base for such component, times (ii) the equity percentage of

the Utility’s authorized capital structure, times (iii) the Utility’s authorized rate of return on

equity for such component, less (b) the projected post-tax difference in interest expense or

preferred dividends for the entire company and the authorized interest expense or preferred

dividends expected to be collected in rates based on the capital structure in the approved

Plan, if any, less (c) the amount of the Utility’s post-tax annual contribution to the GoForward Wildfire Fund.

1.131 1.120 North Bay Public Entities means, collectively, (a) the City of

Clearlake, a California municipal corporation duly organized and existing by virtue of the

laws of the State of California; (b) the City of Napa, a California municipal corporation duly

organized and existing by virtue of the laws of the State of California; (c) the City of Santa

Rosa, a California municipal corporation duly organized and existing by virtue of the laws of

the State of California; (d) the County of Lake, a general law county and political

subdivision of the State of California duly organized and existing by virtue of the laws of the

State of California; (e) Lake County Sanitation District, a sanitary district organized under

the laws of the State of California; (f) the County of Mendocino, a general law county and

political subdivision of the State of California, duly organized and existing by virtue of the

laws of the State of California; (g) Napa County, a general law county and political

subdivision of the State of California, duly organized and existing by virtue of the laws of the

State of California; (h) the County of Nevada, a general law county and political subdivision

of the State of California, duly organized and existing by virtue of the laws of the State of

California; (i) the County of Sonoma, a general law county and political subdivision of the

State of California, duly organized and existing by virtue of the laws of the State of

California; (j) the Sonoma County Agricultural Preservation and Open Space District, a

public agency formed pursuant to the Public Resources code sections 5500, et seq.; (k)

Sonoma County Community Development Commission, a public and corporate entity

pursuant to section 34110 of the California Health & Safety Code; (l) Sonoma County Water

Agency, a public agency of the State of California; (m) Sonoma Valley County Sanitation

District, a sanitary district organized under the laws of the State of California; and (n) the

County of Yuba, a general law county and political subdivision of the State of California,

duly organized and existing by virtue of the laws of the State of California.

1.132 1.121 Ordinary Course Professionals Order means the Order Pursuant to 11

U.S.C. §§ 105(a), 327, 328, and 330 Authorizing the Debtors to Employ Professionals Used

in the Ordinary Course of Business Nunc Pro Tunc to the Petition Date, dated February 28,

2019 [Docket No. 707].

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1.133 1.122 Other Secured Claim means a Secured Claim that is not a DIP Facility

Claim or Priority Tax Claim.

1.123 Other Wildfire Claim means any Wildfire Claim which is not a Public

Entities Wildfire Claim or a Subrogation Wildfire Claim.

1.124 Other Wildfire Claims Cap means $8.4 billion.

1.125 Other Wildfire Claims Estimation Consideration means, at the option of the

Reorganized Debtors, either (a) Cash, (b) wildfire victims recovery property created pursuant

to the Wildfire Victim Recovery Bonds, or other securitized bonds, and the proceeds of such

bonds (if applicable), (c) New HoldCo Common Stock, or (d) Mandatory Convertible

Preferred Stock (if applicable) (or any combination of the foregoing) having an aggregate

value equal to an amount to be estimated pursuant to the Other Wildfire Claims Estimation

Proceeding.

1.126 Other Wildfire Claims Estimation Proceeding means a proceeding or

proceedings initiated in the Bankruptcy Court and/or District Court, which shall conclude

prior to or at the Confirmation Hearing, pursuant to which the applicable court shall estimate

the Debtors’ aggregate liability with respect to Other Wildfire Claims, for purposes of

confirming and implementing the Plan.

1.127 Other Wildfire Claims Resolution Procedures means the procedures for the

resolution, liquidation, and payment of Other Wildfire Claims by the Other Wildfire Trust,

substantially in the form included in the Plan Supplement and described in the Disclosure

Statement, which shall comply with Section 4.19(f)(ii) hereof.

1.128 Other Wildfire Trust means one or more trusts established on the Effective

Date, in accordance with Section 6.7 of the Plan, to administer, process, settle, resolve,

liquidate, satisfy, and pay all Other Wildfire Claims.

1.129 Other Wildfire Trust Advisory Board means the advisory board appointed

by the board of directors of the Debtors or Reorganized Debtors, as applicable to oversee the

Other Wildfire Trust in accordance with the Plan and the Other Wildfire Trust Agreement;

provided that, in the event the Debtors intend that an Other Wildfire Trust will be funded (at

least in part) through the issuance of tax-exempt bonds, the nature of the powers and

responsibilities of the Other Wildfire Trust Advisory Board shall not impair the use of taxexempt financing.

1.130 Other Wildfire Trust Agreement means that certain trust agreement or

agreements by and among the Debtors, the Other Wildfire Trust, and the Other Wildfire

Trustee, substantially in the form included in the Plan Supplement.

1.131 Other Wildfire Trustee means the Person or Persons selected by the Debtors,

subject to the approval of the Bankruptcy Court, and identified in the Plan Supplement, to

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serve as the trustee(s) of the Other Wildfire Trust, and any successor thereto, appointed

pursuant to the Other Wildfire Trust Agreement; provided that, in the event the Debtors

intend that an Other Wildfire Trust will be funded (at least in part) through the issuance of

tax-exempt bonds, the identity of the Person or Persons to be selected to serve as the trustee

of such Other Wildfire Trust shall not impair the use of tax-exempt financing.

1.134 1.132 PC Bond Documents means, collectively, the PC Bond Loan

Documents and the PC Bond LOC Documents.

1.135 1.133 PC Bond Loan Documents means each of the following loan

agreements, as amended, supplemented, restated, or otherwise modified from time to time,

(a) Loan Agreement between the California Infrastructure and Economic Development Bank

and the Utility, dated August 1, 2009 (Series 2009 A); (b) Loan Agreement between the

California Infrastructure and Economic Development Bank and the Utility, dated August 1,

2009 (Series 2009 B); (c) Amended and Restated Loan Agreement between California

Infrastructure and Economic Development Bank and the Utility, dated September 1, 2010

(Series 2008F); (d) Loan Agreement between the California Infrastructure and Economic

Development Bank and the Utility, dated April 1, 2010 (Series 2010 E); (e) Loan Agreement

between the California Pollution Control Financing Authority and the Utility, dated

September 1, 1997 (1997 Series B-C); (f) First Supplemental Loan Agreement between the

California Pollution Control Financing Authority and the Utility, dated December 1, 2003

(1997 Series B); (g) Loan Agreement between the California Pollution Control Financing

Authority and the Utility, dated May 1, 1996 (1996 Series A-G); (h) First Supplemental Loan

Agreement between the California Pollution Control Financing Authority and the Utility,

dated July 1, 1998 (1996 Series A-G); and (i) Third Supplemental Loan Agreement between

the California Pollution Control Financing Authority and the Utility, dated December 1,

2003 (1996 Series C, E, F).

1.136 1.134 PC Bond LOC Documents means each of the following

reimbursement agreements, as assigned, amended, supplemented, restated, or otherwise

modified from time to time: (a) Reimbursement Agreement (Series 2009A) between the

Utility and Union Bank, N.A., dated June 5, 2014; (b) Reimbursement Agreement (Series

2009B) between the Utility and Union Bank, N.A., dated June 5, 2014; (c) Reimbursement

Agreement between the Utility and Canadian Imperial Bank of Commerce, New York

Branch relating to California Pollution Control Financing Authority Pollution Control

Refunding Revenue Bonds (Pacific Gas and Electric Company) 1997 Series B, dated

December 1, 2015; (d) Reimbursement Agreement between the Utility and Mizuho Bank

Ltd. relating to California Pollution Control Financing Authority Pollution Control

Refunding Revenue Bonds (Pacific Gas and Electric Company) 1996 Series C, dated

December 1, 2015; (e) Reimbursement Agreement between the Utility and Sumitomo Mitsui

Banking Corporation relating to California Pollution Control Financing Authority Pollution

Control Refunding Revenue Bonds (Pacific Gas and Electric Company) 1996 Series E, dated

December 1, 2015; and (f) Reimbursement Agreement between the Utility and TD Bank

N.A. relating to California Pollution Control Financing Authority Pollution Control

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Refunding Revenue Bonds (Pacific Gas and Electric Company) 1996 Series F, dated

December 1, 2015.

1.137 1.135 Person has the meaning set forth in section 101(41) of the Bankruptcy

Code.

1.138 1.136 Petition Date means January 29, 2019, the date on which the Debtors

commenced the Chapter 11 Cases.

1.139 1.137 Plan means this chapter 11 plan, as the same may be amended,

supplemented, or modified from time to time in accordance with the provisions of the

Bankruptcy Code and the terms hereof.

1.140 1.138 Plan Document means any of the documents, other than this Plan, to be

executed, delivered, assumed, or performed in connection with the occurrence of the

Effective Date, including the documents to be included in the Plan Supplement, all of which

shall be in form and substance as provided herein and acceptable to the Plan Proponents.

1.141 1.139 Plan Funding means, collectively, (a) the proceeds from the incurrence

of the Exit Financing and the Wildfire Victim Recovery Bonds or other securitized bonds (if

applicable), (b) the proceeds of any Rights Offering, if implemented, (c) any other sources of

funding used for distributions under the Plan, including from any underwritten primary or

secondary equity offering, a direct equity investment, Mandatory Convertible Preferred

Stock (if applicable), and/or other equity-linked securities, and (d) Cash on hand. For the

avoidance of doubt, Plan Funding does not include any Claim that has been Reinstated

pursuant to the Plan.

1.142 1.140 Plan Supplement means the forms of certain documents effectuating

the transactions contemplated herein, which documents shall be filed with the Clerk of the

Bankruptcy Court no later than fourteen (14) days prior to the deadline set to file objections

to the confirmation of the Plan, including, but not limited to: (a) the Schedule of Rejected

Contracts; (b) the Wildfire Trust Agreements; (c) the New Organizational Documents (to the

extent such New Organizational Documents reflect material changes from the Debtors’

existing organizational documents and bylaws); (d) to the extent known, information

required to be disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code; (e)

the Exit Financing Term Sheets; (f) if applicable, the Wildfire Victim Recovery Bonds Term

Sheets;; and (g) the Other WildfireFire Victim Claims Resolution Procedures; and (h) the

Schedule of Assigned Rights and Causes of Action. Such documents shall be consistent

with the terms hereof, provided, that, through the Effective Date, the DebtorsPlan Proponents

shall have the right to amend, modify, or supplement documents contained in, and exhibits

to, the Plan Supplement in accordance with the terms of the Plan.

1.143 1.141 Prepetition Executed Settlement Claim means any liquidated Claim

against a Debtor, other than a 2001 Utility Exchange Claim, arising from a binding award,

agreement, or settlement fully effective prior to the Petition Date, which for the purposes of

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the Plan shall be Allowed in the amount set forth in the applicable award, agreement or

settlement.

1.144 1.142 Priority Non-Tax Claim means any Claim, other than an

Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as

specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the Bankruptcy Code.

1.145 1.143 Priority Tax Claim means any Claim of a Governmental Unit of the

kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the

Bankruptcy Code.

1.146 1.144 Professional means an Entity, excluding those Entities entitled to

compensation pursuant to the Ordinary Course Professionals Order that is retained pursuant

to an order of the Bankruptcy Court in accordance with sections 327, 363, or 1103 of the

Bankruptcy Code and to be compensated for services rendered pursuant to sections 327, 328,

329, 330, 331, and 363 of the Bankruptcy Code.

1.147 1.145 Professional Fee Claim means any Administrative Expense Claim for

the compensation of a Professional and the reimbursement of expenses incurred by such

Professional through and including the Effective Date to the extent such fees and expenses

have not been paid pursuant to any Final Order (including, but not limited to, any fees of a

Professional held back in accordance with the Interim Compensation Order or otherwise).

To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a

Professional’s requested fees and expenses (whether or not paid pursuant to an order granting

interim allowance), then the amount by which such fees or expenses are reduced or denied

shall reduce the applicable Professional Fee Claim.

1.148 1.146 Professional Fee Escrow Account means an interest-bearing account

in an amount equal to the Professional Fee Reserve Amount and funded by the Debtors in

Cash on the Effective Date, pursuant to Section 2.2(b) of the Plan.

1.149 1.147 Professional Fee Reserve Amount means the total amount of

Professional Fee Claims estimated in accordance with Section 2.2(c) of the Plan.

1.150 1.148 Public Entities means, collectively, (a) the North Bay Public Entities;

(b) the Town of Paradise; (c) the County of Butte; (d) the Paradise Park and Recreation

District; (e) the County of Yuba; and (f) the Calaveras County Water District.

1.151 1.149 Public Entities Operative Complaints means all complaints filed by

the Public Entities in relation to the WildfiresFires, including the complaints filed in

Calaveras County Water District v. PG&E, No. 34-2018-00238630 (Cal. Super. Ct.

Sacramento Cty), the Public Entity Master Complaint filed in Judicial Council Coordination

Proceeding No. 4853, Butte Fire Cases, No. JCCP 4853 (Cal. Super. Ct. Sacramento Cty.),

City of Clearlake v. PG&E Corp. et al., No. CV419398 (Cal. Super. Ct. Lake Cty.), City of

Napa v. PG&E Corp. et al., No. 19CV000148 (Cal. Super. Ct. Napa Cty.), City of Santa

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Rosa v. Pacific Gas and Electric Company, et al., No. SCV-262772 (Cal. Super. Ct. Sonoma

Cty.), County of Lake v. PG&E Corp. et al., No. CV-419417 (Cal. Super. Ct. Lake Cty.),

Mendocino County v. PG&E Corporation et al., No. SCUK-CVPO-18-70440 (Cal. Super.

Ct. Mendocino Cty.), Napa County v. PG&E Corporation et al., No. 18CV000238 (Cal.

Super. Ct. Napa Cty.), County of Nevada v. PG&E Corp. et al., No. CU19-083418 (Cal.

Super. Ct. Nevada Cty.), County of Sonoma v. PG&E Corporation et al., No. SCV-262045

(Cal. Super. Ct. Sonoma Cty.), County of Yuba v. PG&E Corp. et al., No. CVCV19-00045

(Cal. Super. Ct. Yuba Cty.), the Public Entity Master Complaint filed in Judicial Council

Coordination Proceeding No. 4955 (California North Bay Fire Cases, No. JCCP 4955 (Cal.

Super. Ct. San Francisco Cty.), Butte County v. PG&E Corp et al., No. 19CV00151 (Cal.

Super. Ct. Butte Cty.) and Town of Paradise v. PG&E Corporation et al., No. 19CV00259

(Cal. Super. Ct. Butte Cty.).

1.152 1.150 Public Entities Plan Support Agreements means the Plan Support

Agreements as to Plan Treatment of Public Entities’ Wildfire Claims, each dated June 18,

2019, by and between the Debtors and the Public Entities.

1.153 1.151 Public Entities Releasing Parties means the Public Entities and any

subsidiary, affiliate, department, agency, political subdivision, or instrumentality thereof.

1.154 1.152 Public Entities Segregated Defense Fund means a segregated fund

established for the benefit of the Public Entities in the amount of $10 million, which funds

shall be used by the Reorganized Debtors solely to reimburse the Public Entities for any and

all legal fees and costs associated with the defense or resolution of any Public Entities Third

Party Claims against a Public Entity, in accordance with the Public Entities Plan Support

Agreements.

1.155 Public Entities Settlement means the settlement of the Public Entities

Wildfire Claims pursuant to the terms of the Public Entities Plan Support Agreements and

this Plan.

1.156 1.153 Public Entities Settlement Distribution Protocol means the $1.0

billion in Cash, to be deposited in a trust account and distributed in accordance with the Plan

and the Public Entities Plan Support Agreements, to satisfy the Public Entities Wildfire

Claims.

1.157 1.154 Public Entities Third Party Claims means any past, present, or future

Claim held by entities or individuals other than the Debtors or the Public Entities against the

Public Entities that in any way arises out of or relates to the WildfiresFires (other than the

Ghost Ship Fire), including but not limited to any Claim held by individual plaintiffs or

subrogated insurance carriers against the Public Entities for personal injuries, property

damage, reimbursement of insurance payments, and/or wrongful death that in any way arises

out of or relates to the WildfiresFires (other than the Ghost Ship Fire).

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1.158 1.155 Public Entities Wildfire Claim means any WildfireFire Claim against

the Debtors, including any Claim pleaded or asserted or that could have been pleaded or

asserted based on the factual allegations set forth in the Public Entities Operative Complaints

or that were filed or could be filed by the Public Entities in connection with the Chapter 11

Cases whether arising under California law or any other applicable law of the United States

(state or federal) or any other jurisdiction, in each case whether such claims are absolute or

contingent, direct or indirect, known or unknown, foreseen or unforeseen, in contract, tort or

in equity, under any theory of law.

1.159 1.156 PX means the California Power Exchange Corporation.

1.160 1.157 Reinstatement means (a) leaving unaltered the legal, equitable, and

contractual rights to which a Claim or Interest entitles the holder of such Claim or Interest in

accordance with section 1124 of the Bankruptcy Code, or (b) if applicable under section

1124 of the Bankruptcy Code: (i) curing all prepetition and postpetition defaults other than

defaults relating to the insolvency or financial condition of the applicable Debtor or its status

as a debtor under the Bankruptcy Code; (ii) reinstating the maturity date of the Claim;

(iii) compensating the holder of such Claim for damages incurred as a result of its reasonable

reliance on a contractual provision or such applicable law allowing the Claim’s acceleration;

and (iv) not otherwise altering the legal, equitable or contractual rights to which the Claim

entitles the holder thereof, and Claims are Reinstated when the requirements for

Reinstatement have been met by Debtors.

1.161 1.158 Released Parties means, collectively, and in each case in their

capacities as such: (a) the Debtors and Reorganized Debtors; (b) the DIP Facility

AgentsTort Claimants Committee; (c) the DIP Facility Lenders; (d) the Exit Financing

Agents; (d) the DIP Facility Lenders; (e) the Exit Financing LendersAgents; (f) the Exit

Financing Lenders; (g) the Backstop Parties; (gh) the Public Entities Releasing Parties; (hi)

the Consenting Creditors (solely in their capacity as holders of Subrogation Wildfire

Claims); (j) the Shareholder Proponents; and (ik) with respect to each of the foregoing

entities (a) through (hj), such entities’ predecessors, successors, assigns, subsidiaries,

affiliates, managed accounts and funds, current and former officers and directors, principals,

equity holders, members, partners, managers, employees, subcontractors, agents, advisory

board members, restructuring advisors, financial advisors, attorneys, accountants, investment

bankers, consultants, representatives, management companies, fund advisors (and employees

thereof), and other professionals, and such entities’ respective heirs, executors, estates,

servants, and nominees, in each case in their capacity as such.

1.162 1.159 Releasing Parties means, collectively, and, in each case, in their

capacities as such: (a) the Debtors; (b) the Reorganized Debtors, (c) any holder of a Claim or

Interest that is solicited and voluntarily indicates on a duly completed Ballot submitted on or

before the Voting Deadline that such holder opts into granting the releases set forth in

Section 10.9(b) of the Plan to the extent permitted by applicable law, provided that such

holder’s opt-in, opt-out, or failure to complete that portion of the Ballotfor the avoidance of

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doubt any such a holder who does not indicate on their Ballot that they opt into granting such

releases shall not be a Releasing Party, provided further that such holder’s decision to opt-in

or not to the releases shall not in any way affect the classification or treatment of such Claim

or Interest; (d) the DIP Facility Agents; (e) the DIP Facility Lenders; (f) the Exit Financing

Agents; (g) the Exit Financing Lenders; (h) the Funded Debt Trustees; (i) the HoldCo

Revolver Lenders; (j) the HoldCo Term Loan Lenders; (k) the Utility Revolver Lenders; (l)

the Utility Term Loan Lenders; (m) the holders of Utility Senior Notes Claims; (n) the Public

Entities Releasing Parties; (o) the Statutory Committees; (p) the Backstop Parties; (q) the

Consenting Creditors; and (r) with respect to each of the foregoing entities (a) through (q),

such entities’ predecessors, successors, assigns, subsidiaries, affiliates, managed accounts

and funds, current and former officers and directors, principals, equity holders, members,

partners, managers, employees, subcontractors, agents, advisory board members,

restructuring advisors, financial advisors, attorneys, accountants, investment bankers,

consultants, representatives, management companies, fund advisors (and employees thereof),

and other professionals, and such entities’ respective heirs, executors, estates, servants, and

nominees, in each case in their capacity as such.

1.163 1.160 Reorganized Debtors means each of the Debtors, or any successor

thereto, as reorganized, pursuant to and under the Plan, on the Effective Date.

1.164 1.161 Reorganized HoldCo means HoldCo as reorganized, pursuant to and

under the Plan, on the Effective Date.

1.165 1.162 Reorganized Utility means the Utility as reorganized, pursuant to and

under the Plan, on the Effective Date.

1.166 1.163 Restructuring means the restructuring of the Debtors, the principal

terms of which are set forth in the Plan, the Plan Documents and the Plan Supplement.

1.167 1.164 Restructuring Transactions has the meaning set forth in Section

6.2(a) of the Plan. 

1.168 1.165 Rights Offering means, if implemented, an offering pursuant to which

each Eligible Offeree is entitled to receive subscription rights to acquire shares of New

HoldCo Common Stock in accordance with the Plan, the Rights Offering Procedures, and the

Backstop Commitment Letters.

1.169 1.166 Requisite Consenting Creditors has the meaning set forth in

Subrogation Claims RSA.

1.170 1.167 Rights Offering Procedures means, if applicable, the procedures

governing and for the implementation of the Rights Offering, as approved by the Bankruptcy

Court.

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1.171 Schedule of Assigned Rights and Causes of Action means the schedule to

be included in the Plan Supplement that is consistent in all respects with the definition of

Assigned Rights and Causes of Action.

1.172 1.168 Schedule of Rejected Contracts means the schedule of executory

contracts and unexpired leases to be rejected by the Debtors pursuant to the Plan, to be filed

as part of the Plan Supplement.

1.173 1.169 Schedules means the schedules of assets and liabilities and the

statements of financial affairs filed by the Debtors under section 521 of the Bankruptcy

Code, Bankruptcy Rule 1007, and the Official Bankruptcy Forms of the Bankruptcy Rules as

such schedules and statements have been or may be amended, supplemented, or modified

from time to time.

1.174 1.170 Secured Claim means any Claim secured by a Lien on property in

which a Debtor’s estate has an interest or that is subject to setoff under section 553 of the

Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such estate’s

interest in such property or to the extent of the amount subject to setoff, as applicable, as

determined pursuant to sections 506(a) and, if applicable, 1129(b) of the Bankruptcy Code.

1.175 1.171 Securities Act means the Securities Act of 1933, as amended from time

to time.

1.176 1.172 Security has the meaning set forth in section 101(49) of the Bankruptcy

Code.

1.177 Side B Insurance Coverage means all director and officer insurance policy

proceeds paid by any insurance carrier to reimburse the Debtors for amounts paid pursuant to

their indemnification obligations to their former directors and officers in connection with any

Assigned Rights or Causes of Action under Section 1.8 hereof.

1.178 1.173 Statutory Committees means collectively, the Creditors Committee

and the Tort Claimants Committee.

1.179 1.174 Subordinated Debt Claim means any HoldCo Subordinated Debt

Claim and any Utility Subordinated Debt Claim.

1.180 1.175 Subrogation Claims RSA means that certain Restructuring Support

Agreement, dated as of September 22, 2019, by and among the Debtors and the Consenting

Creditors (as defined therein), as amended, supplemented, restated, or otherwise modified

from time to time, in accordance with its terms.

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1.181 1.176 Subrogation Claims RSA Approval Order means the order of the

Bankruptcy Court, dated [●], 2019, approving the Subrogation Claims RSA and the

Allowance of the Utility Subrogation Wildfire Claims as provided therein [Docket No. [●]].

1.182 1.177 Subrogation Wildfire Claim means any WildfireFire Claim (other

than a WildfireFire Claim arising from the Butte Fire (2015) or the Ghost Ship Fire) that

arises from subrogation (whether such subrogation is contractual, equitable, or statutory),

assignment (whether such assignment is contractual, equitable, or statutory), or otherwise in

connection with payments made or to be made by the applicable insurer to insured tort

victims, and whether arising as a matter of state or federal law, including, without limitation,

under section 509 of the Bankruptcy Code, including attorneys’ fees and interest. For the

avoidance of doubt, Subrogation Wildfire Claims shall include both “Paid” and “Reserved”

claims, each as defined in the Subrogation Claims RSA. Subrogation Wildfire Claims shall

not include the claims of any Governmental Unit (as defined in section 101(27) of the

Bankruptcy Code) and any such claims are not the subject of, or compromised under, the

Subrogation Claims RSA.

1.183 1.178 Subrogation Wildfire Claim Allocation Agreement means the

agreement entered into by and among certain holders of Subrogation Wildfire Claims, and

which describes the procedures for the payment of Subrogation Wildfire Claims by the

Subrogation Wildfire Trust, consistent with the terms of the Subrogation Claims RSA.

1.184 1.179 Subrogation Wildfire Trust means one or more trusts established on

the Effective Date, in accordance with Section 6.4 of the Plan, to administer, process, settle,

resolve, liquidate, satisfy and pay all Subrogation Wildfire Claims.

1.185 1.180 Subrogation Wildfire Trust Advisory Board means the advisory

board appointed by the holders of Subrogation Wildfire Claims in accordance with the

Subrogation Wildfire Claim Allocation Agreement to oversee the Subrogation Wildfire Trust

in accordance with the Plan, the Subrogation Wildfire Trust Agreement, and the Subrogation

Wildfire Claim Allocation Agreement.

1.186 1.181 Subrogation Wildfire Trust Agreement means that certain trust

agreement or agreements substantially in the form included in the Plan Supplement, which

shall be in form and substance satisfactory to the Ad Hoc Subrogation Group (as defined in

the Subrogation Claims RSA) in accordance with the Subrogation Wildfire Claim Allocation

Agreement, and the Debtors (whose consent will not be unreasonably withheld).

1.187 1.182 Subrogation Wildfire Trustee means the Person selected by the

holders of Subrogation Wildfire Claims in accordance with the Subrogation Wildfire Claim

Allocation Agreement to serve as the trustee or trustees of the Subrogation Wildfire Trust,

and any successor thereto, in each case, appointed pursuant to the Subrogation Wildfire Trust

Agreement; provided that, in the event the Debtors intend that a Subrogation Wildfire Trust

will be funded (at least in part) through the issuance of tax-exempt bonds, the identity of the

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Person or Persons to be selected to serve as the trustee of such Subrogation Wildfire Trust

shall not impair the use of tax-exempt financing.

1.188 Tax Benefits mean the difference between the income taxes actually paid by

the Reorganized Utility and the income taxes that the Reorganized Utility would have paid to

the taxing authorities for such taxable year absent the net operating losses of the Utility and

any deductions arising from the payment of Fire Victim Claims and Subrogation Claims.

1.189 Tax Benefits Payment Agreement means an agreement between the

Reorganized Utility and the Fire Victim Trust pursuant to which the Reorganized Utility

agrees (a) to pay to the Fire Victim Trust an amount of cash equal to (i) up to $650 million of

Tax Benefits for fiscal year 2020 to be paid on or before January 15, 2021 (the “First

Payment Date”); and (ii) up to $700 million of Tax Benefits for fiscal year 2021 to be paid

on or before January 15, 2022 (the “Final Payment Date”) plus the amount of any shortfall

of the payments owed on the First Payment Date and the Final Payment Date so that on the

Final Payment Date, the Fire Victim Trust shall have received payments under the Tax

Benefits Payment Agreement in an aggregate cash amount of $1.350 billion from Tax

Benefits or draws upon letters of credit under the terms of this definition or otherwise; (b) in

the event that Tax Benefits in fiscal year 2020 exceed $650 million, the Reorganized Utility

shall use such excess Tax Benefits to prepay, on or before the First Payment Date the amount

of Tax Benefits to be paid for fiscal year 2021; (c) in the event that payments from the Tax

Benefits Payment Agreement received on or before the First Payment Date are less than $650

million for any reason (a “First Payment Shortfall”), the Reorganized Utility shall deliver

to the Fire Victim Trust an unconditional, standby letter of credit, payable at sight (with no

approval or confirmation from the Reorganized Utility or other drawing conditions) and

otherwise in form and substance satisfactory to the Fire Victim Trustee, naming the Fire

Victim Trust as beneficiary the (“LOC”), from an institution acceptable to the Fire Victim

Trust within fifteen (15) business days of the First Payment Date (the “LOC Issuance

Date”) in an amount to cover such First Payment Shortfall, which may be presented to the

issuing bank for payment to the Fire Victim Trust on February 9, 2022 to the extent that any

amounts remain owing to the Fire Victim Trust under the Tax Benefits Payment Agreement

on that date; (d) if the Reorganized Utility has not delivered such letter of credit within ten

(10) days of the LOC Issuance Date, then the Fire Victim Trust shall have the right to file a

stipulated judgment against the Reorganized Utility, which form of stipulated judgment shall

be an exhibit to the Tax Benefits Payment Agreement, in the amount of the First Payment

Shortfall based on a declaration by the Fire Victim Trustee of the Reorganized Utility’s

failure to comply with this requirement of the Tax Benefits Payment Agreement; (e) in the

event that payments from the Tax Benefit Payment Agreement and LOC received on or

before the Final Payment Date are less than $1.350 billion for any reason (a “Final Payment

Shortfall”) then on February 9, 2022, the Fire Victim Trust shall have the right to file a

stipulated judgment against the Reorganized Utility, which form of stipulated judgment shall

be an exhibit to the Tax Benefits Payment Agreement, in the amount of the Final Payment

Shortfall based on a declaration by the Fire Victim Trustee of the Reorganized Utility’s

failure to comply with this requirement of the Tax Benefits Payment Agreement; (f) in the

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event there is a change of control as defined within the meaning of Section of 382 of the

Internal Revenue Code after and other than as a result of the occurrence of the Effective

Date, if any, all such payments provided for in (a)(i) and (ii) shall become automatically due

and payable within fifteen days of such change in control (and the letter of credit, if issued,

may be drawn); and (g) in the event that the Reorganized Utility obtains financing that

monetizes or is otherwise secured by any Tax Benefits, the Reorganized Utility shall use the

first $1.350 billion in proceeds of such financing to make all payments in (a)(i) and (ii) above

to the Fire Victim Trust on January 15, 2021.

1.190 1.183 Tax Code means title 26 of the United States Code, as amended from

time to time.

1.191 1.184 Tort Claimants Committee means the official committee of tort

claimants appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to section 1102 of

the Bankruptcy Code.

1.192 Tort Claimants RSA means that certain Restructuring Support Agreement,

dated December 6, 2019, by and among the Debtors, the Tort Claimants Committee, the

Consenting Fire Claimant Professionals, and the Shareholder Proponents, as amended,

supplemented, restated, or otherwise modified from time to time, in accordance with its

terms.

1.193 1.185 Trading Order means the Final Order Pursuant to Sections 105(a)

and 362 of the Bankruptcy Code Establishing (1) Notification Procedures and Certain

Restrictions Regarding Ownership and Acquisitions of Stock of the Debtors and (2) a Record

Date Regarding the Ownership of Claims Against the Debtors with Respect to Certain

Notification and Sell-Down Procedures and Requirements, dated March 27, 2019 [Docket

No. 1094].

1.194 1.186 U.S. Trustee means Andrew S. Vara, Acting United States Trustee for

Region 3, or such other person appointed to serve as the United States Trustee in respect of

the Chapter 11 Cases.

1.195 1.187 Unimpaired means, with respect to a Claim, Interest, or Class of

Claims or Interests, not “impaired” within the meaning of section 1124 of the Bankruptcy

Code.

1.196 1.188 Utility means Debtor Pacific Gas and Electric Company, a California

corporation.

1.197 1.189 Utility Common Interest means any Interest in the Utility that is not a

Utility Preferred Interest.

1.198 Utility Fire Victim Claim means any Fire Victim Claim against the Utility.

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1.199 1.190 Utility Funded Debt Claim means any Claim arising under, or related

to, the Utility Funded Debt Documents.

1.200 1.191 Utility Funded Debt Documents means, collectively, the (i) Utility

Revolver Documents, (ii) Utility Term Loan Documents, (iii) Utility Senior Notes

Documents, and (iv) PC Bond Documents.

1.201 1.192 Utility General Unsecured Claim means any General Unsecured

Claim against the Utility.

1.193 Utility Ghost Ship Fire Claim means any Ghost Ship Fire Claim against the

Utility.

1.202 1.194 Utility Intercompany Claim means any Intercompany Claim against the

Utility.

1.203 1.195 Utility Letters of Credit means any letters of credit issued by a Utility

Revolver Lender pursuant to the Utility Revolver Documents.

1.204 1.196 Utility Other Secured Claim means any Other Secured Claim against

the Utility.

1.197 Utility Other Wildfire Claim means any Other Wildfire Claim against the

Utility.

1.205 1.198 Utility Preferred Interest means any Interest in the Utility which results

or arises from preferred stock issued by the Utility.

1.206 1.199 Utility Priority Non-Tax Claim means any Priority Non-Tax Claim

against the Utility.

1.207 1.200 Utility Public Entities Wildfire Claim means any Public Entities

Wildfire Claim against the Utility.

1.208 1.201 Utility Revolver Agent means Citibank, N.A., solely in its capacity as

administrative agent under the Utility Revolver Documents, its successors, assigns, or any

replacement agent appointed pursuant to the terms of the Utility Revolver Documents.

1.209 1.202 Utility Revolver Credit Agreement means that certain Second

Amended and Restated Credit Agreement, dated as of April 27, 2015, by and among Utility,

the Utility Revolver Agent, and the Utility Revolver Lenders, as amended, supplemented,

restated, or otherwise modified from time to time.

1.210 1.203 Utility Revolver Documents means, collectively, the Utility Revolver

Credit Agreement and all other “Loan Documents” (as defined therein), including all other

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agreements, documents, and instruments delivered or entered into pursuant thereto or entered

into in connection therewith (in each case, as amended, supplemented, restated, or otherwise

modified from time to time).

1.211 1.204 Utility Revolver Lenders means the lenders under the Utility Revolver

Credit Agreement and each other party that becomes a lender thereunder from time to time in

accordance with the terms of the Utility Revolver Credit Agreement.

1.212 1.205 Utility Senior Notes means, collectively, the following series of notes

issued by the Utility pursuant to the Utility Senior Notes Indentures: (a) 3.50% Senior Notes

due October 1, 2020; (b) 3.50% Senior Notes due October 1, 2020; (c) 4.25% Senior Notes

due May 15, 2021; (d) 3.25% Senior Notes due September 15, 2021; (e) 2.45% Senior Notes

due August 15, 2022; (f) 3.25% Senior Notes due June 15, 2023; (g) 4.25% Senior Notes

due August 1, 2023; (h) 3.85% Senior Notes due November 15, 2023; (i) 3.75% Senior

Notes due February 15, 2024; (j) 3.40% Senior Notes due August 15, 2024; (k) 3.50% Senior

Notes due June 15, 2025; (l) 3.50% Senior Notes due June 15, 2025, (m) 2.95% Senior Notes

due March 1, 2026; (n) 3.30% Senior Notes due March 15, 2027; (o) 3.30% Senior Notes

due December 1, 2027; (p) 4.65% Senior Notes due August 1, 2028; (q) 6.05% Senior

Notes due March 1, 2034; (r) 5.80% Senior Notes due March 1, 2037; (s) 5.80% Senior

Notes due March 1, 2037; (t) 6.35% Senior Notes due February 15, 2038; (u) 6.25% Senior

Notes due March 1, 2039; (v) 5.40% Senior Notes due January 15, 2040; (w) 5.40% Senior

Notes due January 15, 2040; (x) 4.50% Senior Notes due December 15, 2041; (y) 4.45%

Senior Notes due April 15, 2042; (z) 3.75% Senior Notes due August 15, 2042; (aa) 4.60%

Senior Notes due June 15, 2043; (bb) 5.125% Senior Notes due November 15, 2043; (cc)

4.75% Senior Notes due February 15, 2044; (dd) 4.75% Senior Notes due February 15, 2044;

(ee) 4.30% Senior Notes due March 15, 2045; (ff) 4.30% Senior Notes due March 15, 2045;

(gg) 4.25% Senior Notes due March 15, 2046; (hh) 4.00% Senior Notes due December 1,

2046; (ii) 4.00% Senior Notes due December 1, 2046; and (jj) 3.95% Senior Notes due

December 1, 2047.

1.213 1.206 Utility Senior Notes Claim means any Claim arising under, or related

to, the Utility Senior Notes Documents.

1.214 1.207 Utility Senior Notes Documents means, collectively, the Utility Senior

Notes Indentures, the Utility Senior Notes, and all other agreements, documents, and

instruments delivered or entered into pursuant thereto or entered into in connection therewith

(in each case, as amended, restated, modified, or supplemented from time to time).

1.215 1.208 Utility Senior Notes Indentures means, the following senior notes

indentures, between the Utility, as issuer, and the Utility Senior Notes Trustee, governing the

Utility Senior Notes, including all agreements, notes, instruments, and any other documents

delivered pursuant thereto or in connection therewith (in each case, as amended,

supplemented, restated, or otherwise modified from time to time): (a) Amended and Restated

Indenture, dated as of April 22, 2005; (b) First Supplemental Indenture, dated as of March

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13, 2007 – Supplement to the Amended and Restated Indenture dated as of April 22, 2005;

(c) Third Supplemental Indenture, dated as of March 3, 2008 – Supplement to the Amended

and Restated Indenture, dated as of April 22, 2005; (d) Sixth Supplemental Indenture, dated

as of March 6, 2009 – Supplement to the Amended and Restated Indenture, dated as of April

22, 2005; (e) Seventh Supplemental Indenture, dated as of June 11, 2009 – Supplement to the

Amended and Restated Indenture, dated as of April 22, 2005 (f) Eighth Supplemental

Indenture dated as of November 18, 2009 – Supplement to the Amended and Restated

Indenture dated as of April 22, 2005; (g) Ninth Supplemental Indenture, dated as of April 1,

2010 – Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (h)

Tenth Supplemental Indenture, dated as of September 15, 2010 – Supplement to the

Amended and Restated Indenture, dated as of April 22, 2005; (i) Twelfth Supplemental

Indenture, dated as of November 18, 2010 – Supplement to the Amended and Restated

Indenture, dated as of April 22, 2005; (j) Thirteenth Supplemental Indenture dated as of May

13, 2011 – Supplement to the Amended and Restated Indenture dated as of April 22, 2005;

(k) Fourteenth Supplemental Indenture dated as of September 12, 2011 – Supplement to the

Amended and Restated Indenture dated as of April 22, 2005; (l) Sixteenth Supplemental

Indenture, dated as of December 1, 2011 – Supplement to the Amended and Restated

Indenture, dated as of April 22, 2005; (m) Seventeenth Supplemental Indenture, dated as of

April 16, 2012 – Supplement to the Amended and Restated Indenture, dated as of April 22,

2005; (n) Eighteenth Supplemental Indenture, dated as of August 16, 2012 – Supplement to

the Amended and Restated Indenture, dated as of April 22, 2005; (o) Nineteenth

Supplemental Indenture, dated as of June 14, 2013 – Supplement to the Amended and

Restated Indenture, dated as of April 22, 2005; (p) Twentieth Supplemental Indenture, dated

as of November 12, 2013 – Supplement to the Amended and Restated Indenture, dated as of

April 22, 2005; (q) Twenty-First Supplemental Indenture, dated as of February 21, 2014 –

Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (r) TwentyThird Supplemental Indenture, dated as of August 18, 2014 – Supplement to the Amended

and Restated Indenture, dated as of April 22, 2005; (s) Twenty-Fourth Supplemental

Indenture, dated as of November 6, 2014 – Supplement to the Amended and Restated

Indenture, dated as of April 22, 2005; (t) Twenty-Fifth Supplemental Indenture, dated as of

June 12, 2015 – Supplement to the Amended and Restated Indenture, dated as of April 22,

2005; (u) Twenty-Sixth Supplemental Indenture, dated as of November 5, 2015 –

Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (v) TwentySeventh Supplemental Indenture, dated as of March 1, 2016 – Supplement to the Amended

and Restated Indenture, dated as of April 22, 2005; (w) Twenty-Eighth Supplemental

Indenture, dated as of December 1, 2016 – Supplement to the Amended and Restated

Indenture, dated as of April 22, 2005; (x) Twenty-Ninth Supplemental Indenture, dated as of

March 10, 2017 – Supplement to the Amended and Restated Indenture, dated as of April 22,

2005; (y) Indenture, dated as of November 29, 2017; (z) Indenture, dated as of August 6,

2018; and (aa) First Supplemental Indenture dated as of August 6, 2018 – Supplement to the

Indenture, dated as of August 6, 2018;

1.216 1.209 Utility Senior Notes Trustee means, as applicable, The Bank of New

York Mellon Trust Company, N.A., or BOKF, N.A. solely in their capacity as indenture

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trustee or successor indenture trustee under the Utility Senior Notes Indentures for the

applicable Utility Senior Notes, and their successors and assigns.

1.217 1.210 Utility Subordinated Debt Claim means any Claim against the Utility

that is subject to subordination under section 510(b) of the Bankruptcy Code, including any

Claim for reimbursement, indemnification or contribution.

1.218 1.211 Utility Subrogation Wildfire Claim means any Subrogation Wildfire

Claim against the Utility.

1.219 1.212 Utility Term Loan Agent means The Bank of Tokyo- Mitsubishi UFJ,

Ltd., solely in its capacity as administrative agent under the Utility Term Loan Documents,

its successors, assigns, or any replacement agent appointed pursuant to the terms of the

Utility Term Loan Documents.

1.220 1.213 Utility Term Loan Credit Agreement means that certain Term Loan

Agreement, dated as of February 23, 2018, by and among the Utility as borrower, the Utility

Term Loan Agent, and the Utility Term Loan Lenders, as amended, supplemented, restated,

or otherwise modified from time to time.

1.221 1.214 Utility Term Loan Documents means, collectively, the Utility Term

Loan Credit Agreement and all other “Loan Documents” (as defined therein), including all

other agreements, documents, and instruments delivered or entered into pursuant thereto or

entered into in connection therewith (in each case, as amended, supplemented, restated, or

otherwise modified from time to time).

1.222 1.215 Utility Term Loan Lenders means the lenders under the Utility Term

Loan Credit Agreement and each other party that becomes a lender thereunder from time to

time in accordance with the terms of the Utility Term Loan Credit Agreement.

1.223 1.216 Utility Workers’ Compensation Claim means any Claim against the

Utility by an employee of the Utility for the payment of workers’ compensation benefits

under applicable law.

1.224 1.217 Voting Deadline means the date set by the Bankruptcy Court by which

all completed Ballots must be received.

1.225 1.218 Wildfire Assistance Program means the Wildfire Assistance Program

established and administered pursuant to the Wildfire Assistance Program Orders.

1.226 1.219 Wildfire Assistance Program Orders means, collectively, the Order

Authorizing Debtors to Establish and Fund Program to Assist Wildfire Claimants with

Alternative Living Expenses and Other Urgent Needs and (b) Granting Related Relief, dated

May 24, 2019 [Docket No. 2223], the Supplemental Order (a) Approving Appointment of

Administrator and Establishing Guidelines for the Wildfire Assistance Program and (b)

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Granting Related Relief, dated June 5, 2019 [Docket No. 2409], and the Order (a)

Establishing Qualified Settlement Fund for the Wildfire Assistance Program and (b)

Authorizing QSF Administrator, dated July 17, 2019 [Docket No. 3026].

1.220 Wildfire Claim means any past, present or future Claim in any way relating to

the Wildfires, including, but not limited to, any Claim resulting from the Wildfires for (a)

general and/or specific damages, including any Claim for personal injury, wrongful death,

emotional distress and similar claims, pavement fatigue, damage to culverts, ecosystem

service losses, municipal budget adjustments/reallocation, lost revenue and tax impacts, local

share of reimbursed fire clean-up costs, future estimated infrastructure costs, water service

losses, lost landfill capacity, costs related to unmet housing (e.g., housing market impact due

to the Wildfires and adjustments for increased homeless population), and/or hazard

mitigation costs (including, watershed restoration and hazardous tree removal expenses); (b)

damages for repair, depreciation and/or replacement of damaged, destroyed, and/or lost

personal and/or real property; (c) damages for loss of the use, benefit, goodwill, and

enjoyment of real and/or personal property; (d) damages for loss of wages, earning capacity

and/or business profits and/or any related displacement expenses; (e) economic losses; (f)

damages for wrongful injuries to timber, trees, or underwood under California Civil Code §

3346; (g) damages for injuries to trees under California Code of Civil Procedure § 733; (h)

punitive and exemplary damages under California Civil Code §§ 733 and 3294, California

Public Utilities Code § 2106, or otherwise, (i) restitution; (j) fines or penalties; (k) any and

all costs of suit, including all attorneys’ fees and expenses, expert fees, and related costs,

including all attorneys and other fees under any theory of inverse condemnation; (l) for

prejudgment interest fees; (m) other litigation costs stemming from the Wildfires; and (n)

declaratory and/or injunctive relief. For avoidance of doubt and without prejudice to the

Debtors’ right to object to any such Claim, “Wildfire Claim” shall not include any (x) Claim

for substantial contribution under section 503(b) of the Bankruptcy Code, (y) Ghost Ship

Fire Claim, or (z) any Subordinated Debt Claim and HoldCo Common Interest.

1.227 1.221 Wildfire Insurance Policy means any Insurance Policy that was issued

or allegedly issued that does or may afford the Debtors rights, benefits, indemnity, or

insurance coverage with respect to any WildfireFire Claim.

1.228 1.222 Wildfire Insurance Proceeds means any proceeds received by the

Debtors under a Wildfire Insurance Policy.

1.229 1.223 Wildfire Legislation (A.B. 1054) means A.B. 1054, 2019 Assemb.

(Cal. 2019).

1.224 Wildfires means the wildfires that occurred in Northern California, listed on

Exhibit B annexed hereto.

1.230 1.225 Wildfire Trust Agreements means, collectively, the Subrogation

Wildfire Trust Agreement and the Other WildfireFire Victim Trust Agreement.

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1.231 1.226 Wildfire Trusts means, collectively, the Subrogation Wildfire Trust

and the Other WildfireFire Victim Trust.

1.232 1.227 Wildfire Victim Recovery Bonds means, if applicable, the bonds to be

issued by a California State government special purpose entity and/or a subsidiary of the

Reorganized Debtors pursuant to the Wildfire Victim Recovery Bonds Documents.

1.233 1.228 Wildfire Victim Recovery Bonds Documents means, collectively, all

agreements, documents, and instruments delivered or entered into pursuant to or in

connection with the Wildfire Victim Recovery Bonds (in each case, as amended,

supplemented, restated, or otherwise modified from time to time), each of which shall be, to

the extent applicable, consistent with the Wildfire Victim Recovery Bonds Term Sheets, and

the Wildfire Victim Recovery Bonds Legislation.

1.234 1.229 Wildfire Victim Recovery Bonds Legislation means any legislation or

related guidance enacted by the State of California or the CPUC providing for the right to

impose Wildfire Victim Recovery Charges that would serve as security for the Wildfire

Victim Recovery Bonds.

1.235 1.230 Wildfire Victim Recovery Bonds Term Sheets means those certain

term sheets that, if applicable, shall be included in the Plan Supplement that set forth the

principal terms of the Wildfire Victim Recovery Bonds.

1.236 1.231 Wildfire Victim Recovery Charges means nonbypassable

securitization charges on a dedicated rate component imposed on the retail electric customers

of the Utility.

1.237 1.232 Workers’ Compensation Claims means, collectively, the HoldCo

Workers’ Compensation Claims and the Utility Workers’ Compensation Claims.

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INTERPRETATION; APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION.

For purposes herein: (a) the words “herein,” “hereof,” “hereto,” “hereunder,” and other

words of similar import refer to the Plan as a whole and not to any particular section, subsection, or

clause contained therein; (b) in the appropriate context, each term, whether stated in the singular or

the plural, shall include both the singular and the plural, and pronouns stated in the masculine,

feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (c) except

as otherwise provided, any reference herein to a contract, lease, instrument, release, indenture, or

other agreement or document being in a particular form or on particular terms and conditions means

that the referenced document shall be substantially in that form or substantially on those terms and

conditions; (d) the words “include” and “including,” and variations thereof, shall not be deemed to

be terms of limitation, and shall be deemed to be followed by the words “without limitation;” (e) a

term used herein that is not defined herein or by cross reference shall have the meaning assigned to

that term in the Bankruptcy Code; (f) the rules of construction contained in section 102 of the

Bankruptcy Code shall apply to the Plan; (g) the headings in the Plan are for convenience of

reference only and shall not limit or otherwise affect the provisions hereof; (h) in the event that a

particular term of the Plan (including any exhibits or schedules hereto) conflicts with a particular

term of the definitive documentation required to be implemented pursuant to the terms of the Plan or

any settlement or other agreement contemplated hereunder, the definitive documentation shall

control and shall be binding on the parties thereto; (i) except as otherwise provided, any reference

herein to an existing document or exhibit having been filed or to be filed shall mean that document

or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in

accordance with the terms of the Plan; (j) any effectuating provisions may be interpreted by the

Reorganized Debtors in a manner consistent with the overall purpose and intent of the Plan, all

without further notice to or action, order, or approval of the court or any other entity, and such

interpretation shall control in all respects; (k) any effectuating provisions relating to the Fire Victim

Claims or Fire Victim Trust may be interpreted by the Fire Victim Trustee in a manner consistent

with the overall purpose and intent of the Plan, all without further notice to or action, order, or

approval of the court or any other entity, and such interpretation shall control in all respects; (l)

except as otherwise provided, any reference to the Effective Date shall mean the Effective Date or as

soon as reasonably practicable thereafter; and (lm) any docket number references in the Plan shall

refer to the docket number of any document filed with the Bankruptcy Court in the Chapter 11

Cases.

CERTAIN CONSENT RIGHTS.

Notwithstanding anything in the Plan to the contrary, and without limiting the Debtors’

fiduciary duties, any and all consent rights of any party set forth in the Public Entities Plan Support

Agreements, the Backstop Commitment Letters, the Subrogation Claims RSA, the Tort Claimants

RSA, or any other plan support agreement that the Debtors hereafter enter into with any other parties

with respect to the form and substance of this Plan, the Plan Supplement, the Plan Documents,

including any amendments, restatements, supplements, or other modifications to such documents,

and any consents, waivers, or other deviations under or from any such documents, shall be

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incorporated herein by this reference (including to the applicable definitions in Article I hereof) and

fully enforceable as if stated in full herein until such time as the Public Entities Plan Support

Agreements, the Backstop Commitment Letters, the Subrogation Claims RSA, the Tort Claimants

RSA, or, as applicable, such other plan support agreements, are terminated in accordance with their

terms.

ARTICLE II.

Administrative Expense Claims, Priority Tax Claims and Other Unclassified Claims

2.1 Administrative Expense Claims. In full and final satisfaction, settlement,

release, and discharge of any Allowed Administrative Expense Claim against a Debtor, except to the

extent the Debtors or Reorganized Debtors, as applicable, and a holder of an Allowed

Administrative Expense Claim against a Debtor agrees to a less favorable treatment of such

Administrative Expense Claim, on the Effective Date or as soon as reasonably practicable thereafter,

each holder of an Allowed Administrative Expense Claim shall receive, in full and final satisfaction,

settlement, and discharge of such Allowed Administrative Expense Claim, an amount in Cash equal

to the Allowed amount of such Administrative Expense Claim; provided that any Allowed

Administrative Expense Claim that is not due and payable prior to the Effective Date, shall be paid

by the Debtors or the Reorganized Debtors, as applicable, in the ordinary course of business,

consistent with past practice and in accordance with the terms and subject to the conditions of any

orders or agreements governing, instruments evidencing, or other documents establishing, such

liabilities.

2.2 Professional Fee Claims.

(a) All final requests for the payment of Professional Fee Claims against a

Debtor, including any Professional Fee Claim incurred during the period from the Petition Date

through and including the Effective Date, must be filed and served on the Reorganized Debtors no

later than sixty (60) days after the Effective Date. All such final requests will be subject to approval

by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by

the Bankruptcy Code, the Interim Compensation Order, and any other prior orders of the Bankruptcy

Court regarding the payment of Professionals in the Chapter 11 Cases, and once approved by the

Bankruptcy Court, promptly paid in Cash in the Allowed amount from the Professional Fee Escrow

Account. If the Professional Fee Escrow Account is insufficient to fund the full Allowed amount of

all Professional Fee Claims, remaining unpaid Allowed Professional Fee Claims will be allocated

among and paid in full in Cash directly by the Reorganized Debtors.

(b) Prior to the Effective Date, the Debtors shall establish and fund the

Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. Such

funds shall not be considered property of the estates of the Debtors or the Reorganized Debtors.

Any amounts remaining in the Professional Fee Escrow Account after payment in full of all Allowed

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Professional Fee Claims shall promptly be paid to the Reorganized Debtors without any further

action or order of the Bankruptcy Court.

(c) No later than ten (10) Business Days prior to the Effective Date, each

Professional shall provide the restructuring advisors for the Debtors with an estimate of its unpaid

Professional Fee Claims incurred in rendering services to the Debtors or their estates before and as

of the Effective Date; provided, that such estimate shall not be deemed to limit the amount of fees

and expenses that are the subject of the Professional’s final request for payment of its Professional

Fee Claims whether from the Professional Fee Escrow Account or, if insufficient, from the

Reorganized Debtors. If a Professional does not timely provide an estimate as set forth above, the

Debtors or Reorganized Debtors shall estimate the unpaid and unbilled fees and expenses of such

Professional for purposes of funding the Professional Fee Escrow Account. The total amount of

Professional Fee Claims estimated pursuant to this Section shall comprise the Professional Fee

Reserve Amount. The Professional Fee Reserve Amount, as well as the return of any excess funds

in the Professional Fee Escrow Account after all Allowed Professional Fee Claims have been paid in

full, shall be allocated to the applicable Debtor for whose benefit such Professional Fees Claims

were incurred.

(d) Except as otherwise specifically provided in the Plan, from and after the

Effective Date, the Reorganized Debtors shall, in the ordinary course of business and without any

further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable

and documented legal, professional, or other fees and expenses incurred by the Debtors. Upon the

Effective Date, any requirement that Professionals comply with sections 327 through 331, 363, and

1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such

date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the

ordinary course of business without any further notice to or action, order, or approval of the

Bankruptcy Court.

2.3 DIP Facility Claims. In full and final satisfaction, settlement, release, and

discharge of the Allowed DIP Facility Claims against the Debtors (subject to the last sentence of this

Section 2.3), on the Effective Date, such Allowed DIP Facility Claims shall be paid in full in Cash

by the Debtors in the Allowed amount of such DIP Facility Claims and all commitments under the

DIP Facility Documents shall terminate. On the Effective Date, any DIP Letters of Credit

outstanding shall be replaced, returned to the issuing DIP Facility Lender, or collateralized with cash

or backstopped with new letters of credit in accordance with the terms of the applicable DIP Letter

of Credit and the DIP Facility Documents. Upon the indefeasible payment or satisfaction in full in

Cash of the DIP Facility Claims (other than any DIP Facility Claims based on the Debtors’

contingent obligations under the DIP Facility Documents not yet due and payable), the termination

of all commitments thereunder, and the replacement, return, collateralization or backstop of all

outstanding DIP Letters of Credit in accordance with the terms of this Plan, on the Effective Date,

all Liens granted to secure such obligations automatically shall be terminated and of no further force

and effect.

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2.4 Priority Tax Claims. In full and final satisfaction, settlement, release, and

discharge of any Allowed Priority Tax Claim against a Debtor, except to the extent that the Debtors

or Reorganized Debtors, as applicable, and a holder of an Allowed Priority Tax Claim agree to a less

favorable treatment of such Claim, each holder of an Allowed Priority Tax Claim shall receive, at

the option of the Debtors or Reorganized Debtors, (a) Cash in an amount equal to such Allowed

Priority Tax Claim on the Effective Date or as soon as reasonably practicable thereafter, or (b) Cash,

in equal semi-annual installments and continuing over a period not exceeding five (5) years from

and after the Petition Date, together with interest accrued thereon at the applicable nonbankruptcy

rate, which as to any Allowed Priority Tax Claim of the Internal Revenue Service on behalf of the

United States shall be the applicable rate specified by the Tax Code, as of the Confirmation Date,

applied pursuant to section 511 of the Bankruptcy Code, subject to the sole option of the

Reorganized Debtors to prepay the entire amount of the Allowed Priority Tax Claim. Any Allowed

Priority Tax Claim that is not due and payable on or before the Effective Date shall be paid in the

ordinary course of business as such obligation becomes due.

ARTICLE III.

CLASSIFICATION OF CLAIMS AND INTERESTS

3.1 Classification in General. A Claim or Interest is placed in a particular Class

for all purposes, including voting, confirmation, and distribution under the Plan and under sections

1122 and 1123(a)(1) of the Bankruptcy Code; provided that a Claim or Interest is placed in a

particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that

such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and such Allowed

Claim or Allowed Interest has not been satisfied, released, or otherwise settled prior to the Effective

Date.

3.2 Summary of Classification.

(a) The following table designates the Classes of Claims against, and Interests in,

the Debtors and specifies which of those Classes are (i) Impaired or Unimpaired by the Plan,

(ii) entitled to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy

Code, and (iii) presumed to accept or deemed to reject the Plan. In accordance with section

1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims have

not been classified.

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No (presumed to accept)

HoldCo Funded Debt Claims Unimpaired

Class 8A HoldCo Subordinated Debt Claims Unimpaired No (presumed to accept)

No (presumed to accept)

Entitled to Vote

Class 9A HoldCo Common Interests Impaired Yes

Class 1A

Class 4A

Class 10A HoldCo Other Interests Unimpaired No (presumed to accept)

HoldCo General Unsecured Claims Unimpaired

Claims Against and Interests in the Utility

No (presumed to accept)

HoldCo Other Secured Claims

Class 1B Utility Other Secured Claims Unimpaired No (presumed to accept)

Unimpaired

Class 5A-I

Class 2B Utility Priority Non-Tax Claims Unimpaired No (presumed to accept)

HoldCo Public Entities Wildfire Claims Impaired

Class 3B Utility Funded Debt Claims Unimpaired No (presumed to accept)

Yes

No (presumed to accept)

Class 4B Utility General Unsecured Claims Unimpaired No (presumed to accept)

Class

Class 5A-II

Class 5B-I Utility Public Entities Wildfire Claims Impaired Yes

HoldCo Subrogation Wildfire Claims Impaired

Class 5B-II Utility Subrogation Wildfire Claims Impaired Yes

Yes

Designation

Class 5B-III Utility Other WildfireFire Victim Claims Impaired Yes

 Class 2A

Class 5A-III

Class 5B-IV Utility Ghost Ship Fire Claims Unimpaired No (presumed to accept)

HoldCo Other WildfireFire Victim Claims Impaired

Class 6B Utility Workers’ Compensation Claims Unimpaired No (presumed to accept)

Yes

HoldCo Priority Non-Tax Claims

Class 7B 2001 Utility Exchange Claims Unimpaired No (presumed to accept)

Unimpaired

Class 5A-IV

Class 8B Utility Intercompany Claims Unimpaired No (presumed to accept)

HoldCo Ghost Ship Fire Claims Unimpaired

Class 9B Utility Subordinated Debt Claims Unimpaired No (presumed to accept)

No (presumed to accept)

No (presumed to accept)

Class 10B Utility Preferred Interests Unimpaired No (presumed to accept)

Claims Against and Interests in HoldCo

Class 6A

Class 11B Utility Common Interests Unimpaired No (presumed to accept)

HoldCo Workers’ Compensation Claims

3.3 Separate Classification of Other Secured Claims. Each Other Secured

Claim, to the extent secured by a Lien on Collateral different from the Collateral securing another

Other Secured Claim, shall be treated as being in a separate sub-Class for the purposes of receiving

distributions under this Plan.

3.4 Nonconsensual Confirmation. In the event any impaired Class of Claims or

Interests entitled to vote on the Plan does not accept the Plan by the requisite statutory majority

under section 1126(c) of the Bankruptcy Code, then the Debtors reserve the right to undertake to

have the Bankruptcy Court confirm the Plan under section 1129(b) of the Bankruptcy Code.

3.5 Debtors’ Rights in Respect of Unimpaired Claims. Except as otherwise

provided in this Plan, nothing under this Plan shall affect the rights of the Reorganized Debtors in

respect of any Claim that is not “impaired” (within the meaning of such term in section 1124 of the

Unimpaired No (presumed to accept)

Impairment

Class 3A

Class 7A HoldCo Intercompany Claims Unimpaired

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Bankruptcy Code), including all rights in respect of legal and equitable defenses to, or setoffs or

recoupments against, any such Claim.

ARTICLE IV.

TREATMENT OF CLAIMS AND INTERESTS

4.1 Class 1A – HoldCo Other Secured Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed HoldCo Other Secured Claim, except to the extent that the Debtors or Reorganized

Debtors, as applicable, and a holder of an Allowed HoldCo Other Secured Claim agree to a less

favorable treatment of such Claim, each holder of an Allowed HoldCo Other Secured Claim shall, at

the option of the Debtors or Reorganized Debtors, (i) retain its HoldCo Other Secured Claim and the

Collateral securing such Claim; (ii) receive Cash in an amount equal to such Allowed Claim,

including the payment of any interest due and payable under section 506(b) of the Bankruptcy Code,

on the Effective Date or as soon as reasonably practicable thereafter; or (iii) receive treatment of

such Allowed HoldCo Other Secured Claim in any other manner that is necessary to satisfy the

requirements of section 1124 of the Bankruptcy Code. In the event a HoldCo Other Secured Claim

is treated under clause (ii) of this Section 4.1(a), the Liens securing such Other Secured Claim shall

be deemed released immediately upon payment.

(b) Impairment and Voting: The HoldCo Other Secured Claims are Unimpaired,

and the holders of HoldCo Other Secured Claims are presumed to have accepted the Plan.

4.2 Class 2A – HoldCo Priority Non-Tax Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed HoldCo Priority Non-Tax Claim, except to the extent that the Debtors or Reorganized

Debtors, as applicable, and a holder of an Allowed HoldCo Priority Non-Tax Claim agree to a less

favorable treatment of such Claim, each holder of an Allowed HoldCo Priority Non-Tax Claim shall

receive, at the option of the Debtors or Reorganized Debtors, as applicable (i) Cash in an amount

equal to such Allowed HoldCo Priority Non-Tax Claim, including interest through the Effective

Date calculated at the Federal Judgment Rate, payable on the Effective Date or as soon as

reasonably practicable thereafter, or (ii) such other treatment consistent with the provisions of

section 1129(a)(9) of the Bankruptcy Code..

(b) Impairment and Voting: The HoldCo Priority Non-Tax Claims are

Unimpaired, and the holders of HoldCo Priority Non-Tax Claims are presumed to have accepted the

Plan.

4.3 Class 3A: HoldCo Funded Debt Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed HoldCo Funded Debt Claim, except to the extent that the Debtors or Reorganized

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Debtors, as applicable, and a holder of an Allowed HoldCo Funded Debt Claim agree to a less

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable

thereafter, each holder of an Allowed HoldCo Funded Debt Claim shall receive Cash in an amount

equal to (i) the principal amount outstanding as of the Petition Date of such holder’s HoldCo Funded

Debt Claim plus all accrued and unpaid interest owed as of the Petition Date at the non-default

contract rate plus (ii) all interest accrued from the Petition Date through the Effective Date at the

Federal Judgment Rate. Notwithstanding the foregoing, if it is determined that any holder of a

HoldCo Funded Debt Claim is entitled to payment of postpetition interest at a rate other than the

Federal Judgment Rate, the treatment of such Claim shall be modified in a manner to render the

Claim Unimpaired.

(b) Impairment and Voting: The HoldCo Funded Debt Claims are Unimpaired,

and the holders of HoldCo Funded Debt Claims are presumed to have accepted the Plan.

4.4 Class 4A: HoldCo General Unsecured Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed HoldCo General Unsecured Claim, except to the extent that the Debtors or the

Reorganized Debtors, as applicable, and a holder of an Allowed HoldCo General Unsecured Claim

agree to a less favorable treatment of such Claim, on the Effective Date or as soon as reasonably

practicable thereafter, each holder of an Allowed HoldCo General Unsecured Claim shall receive

Cash in an amount equal to such holder’s Allowed HoldCo General Unsecured Claim. The Allowed

amount of any HoldCo General Unsecured Claim shall include all interest accrued from the Petition

Date through the Effective Date at the Federal Judgment Rate.

(b) Impairment and Voting: The HoldCo General Unsecured Claims are

Unimpaired, and holders of HoldCo General Unsecured Claims are presumed to have accepted the

Plan.

4.5 Class 5A-I – HoldCo Public Entities Wildfire Claims.

(a) Treatment: On the Effective Date, all HoldCo Public Entities Wildfire Claims

shall be deemed satisfied, settled, released and discharged through the treatment provided to Utility

Public Entities Wildfire Claims. HoldCo Public Entities Wildfire Claims shall be satisfied solely

from the Cash amount of $1.0 billion and the Public Entities Segregated Defense Fund, as described

in Section 4.18(a) 4.17(a) of the Plan.

(b) Impairment and Voting: The HoldCo Public Entities Wildfire Claims are

Impaired, and holders of HoldCo Public Entities Wildfire Claims are entitled to vote to accept or

reject the Plan.

4.6 Class 5A-II – HoldCo Subrogation Wildfire Claims.

(a) Treatment: On the Effective Date, all HoldCo Subrogation Wildfire Claims

shall be deemed satisfied, settled, released and discharged through the treatment provided to Utility

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Subrogation Wildfire Claims. Pursuant to the Channeling Injunction, each holder of a HoldCo

Subrogation Wildfire Claim shall have its Claim permanently channeled to the Subrogation Wildfire

Trust, and such Claim shall be asserted exclusively against the Subrogation Wildfire Trust in

accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, or their

respective assets and properties.

(b) Impairment and Voting: The HoldCo Subrogation Wildfire Claims are

Impaired, and holders of HoldCo Subrogation Wildfire Claims are entitled to vote to accept or reject

the Plan.

4.7 Class 5A-III – HoldCo Other WildfireFire Victim Claims.

(a) Treatment: On the Effective Date, all HoldCo Other WildfireFire Victim

Claims shall be deemed satisfied, settled, released and discharged through the treatment provided to

Utility Other WildfireFire Victim Claims. Pursuant to the Channeling Injunction, each holder of a

HoldCo Other WildfireFire Victim Claim shall have its Claim permanently channeled to the Other

WildfireFire Victim Trust, and such Claim shall be asserted exclusively against the Other

WildfireFire Victim Trust in accordance with its terms, with no recourse to the Debtors, the

Reorganized Debtors, or their respective assets and properties.

(b) Impairment and Voting: The HoldCo Other WildfireFire Victim Claims are

Impaired, and holders of HoldCo Other WildfireFire Victim Claims are entitled to vote to accept or

reject the Plan.

4.8 Class 5A-IV – HoldCo Ghost Ship Fire Claims.

(a) Treatment: On and after the Effective Date, each holder of a HoldCo Ghost Ship

Fire Claim shall be entitled to pursue its Claim against Reorganized HoldCo as if the Chapter 11

Cases had not commenced.

(b) Impairment and Voting: The HoldCo Ghost Ship Fire Claims are Unimpaired, and

the holders of HoldCo Ghost Ship Fire Claims are presumed to have accepted the Plan.

4.8 4.9 Class 6A – HoldCo Workers’ Compensation Claims.

(a) Treatment: On and after the Effective Date, each Hholder of a HoldCo

Workers’ Compensation Claim shall be entitled to pursue its Claim against Reorganized HoldCo as

if the Chapter 11 Cases had not been commenced.

(b) Impairment and Voting: The HoldCo Workers’ Compensation Claims are

Unimpaired, and holders of HoldCo Workers’ Compensation Claims are presumed to have accepted

the Plan.

4.9 4.10 Class 7A – HoldCo Intercompany Claims.

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(a) Treatment: On the Effective Date, all Allowed HoldCo Intercompany Claims

shall either be (i) cancelled (or otherwise eliminated) and receive no distribution under the Plan or

(ii) Reinstated, in each case as determined in the sole discretion of the Debtors or the Reorganized

Debtors, as applicable.

(b) Impairment and Voting: The HoldCo Intercompany Claims are Unimpaired,

and the holders of HoldCo Intercompany Claims are presumed to have accepted the Plan.

4.10 4.11 Class 8A – HoldCo Subordinated Debt Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any HoldCo Subordinated Debt Claim, except to the extent that the Debtors or the Reorganized

Debtors, as applicable, and a holder of an Allowed HoldCo Subordinated Debt Claim agree to a less

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable

thereafter, each holder of an Allowed HoldCo Subordinated Debt Claim shall receive Cash in an

amount equal to such holder’s Allowed HoldCo Subordinated Debt Claim.

(b) Impairment and Voting: The HoldCo Subordinated Debt Claims are

Unimpaired, and the holders of HoldCo Subordinated Debt Claims are presumed to have accepted

the Plan.

4.11 4.12 Class 9A – HoldCo Common Interests.

(a) Treatment: On the Effective Date, subject to the New Organizational

Documents, each holder of a HoldCo Common Interest shall retain such Interest subject to dilution

from any New HoldCo Common Stock, or securities linked to New HoldCo Common Stock, issued

pursuant to the Plan and, if applicable, shall receive a pro rata distribution of any subscription rights

to be distributed to holders of HoldCo Common Interests in connection with a Rights Offering.

(b) Impairment and Voting: The HoldCo Common Interests are Impaired, and

the holders of HoldCo Common Interests are entitled to vote to accept or reject the Plan.

4.12 4.13 Class 10A – HoldCo Other Interests.

(a) Treatment: On the Effective Date, each holder of a HoldCo Other Interest

shall have such holder’s HoldCo Other Interest Reinstated.

(b) Impairment and Voting: The HoldCo Other Interests are Unimpaired, and the

holders of HoldCo Other Interests are presumed to have accepted the Plan.

4.13 4.14 Class 1B – Utility Other Secured Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed Utility Other Secured Claim, except to the extent that the Debtors or Reorganized

Debtors, as applicable, and a holder of an Allowed Utility Other Secured Claim agree to a less

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favorable treatment of such Claim, each holder of an Allowed Utility Other Secured Claim shall, at

the option of the Debtors or Reorganized Debtors, (i) retain its Utility Other Secured Claim and the

Collateral securing such Claim; (ii) receive Cash in an amount equal to such Allowed Claim,

including the payment of any interest due and payable under section 506(b) of the Bankruptcy Code,

on the Effective Date or as soon as reasonably practicable thereafter; or (iii) receive treatment of

such Allowed Utility Other Secured Claim in any other manner that is necessary to satisfy the

requirements of section 1124 of the Bankruptcy Code. In the event a Utility Other Secured Claim is

treated under clause (ii) of this Section 4.14(a)4.13(a), the Liens securing such Other Secured Claim

shall be deemed released immediately upon payment.

(b) Impairment and Voting: The Utility Other Secured Claims are Unimpaired,

and the holders of Utility Other Secured Claims are presumed to have accepted the Plan.

4.14 4.15 Class 2B – Utility Priority Non-Tax Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed Utility Priority Non-Tax Claim, except to the extent that the Debtors or Reorganized

Debtors, as applicable, and a holder of an Allowed Utility Priority Non-Tax Claim agree to a less

favorable treatment of such Claim, each holder of an Allowed Utility Priority Non-Tax Claim shall

receive, at the option of the Debtors or the Reorganized Debtors, as applicable (i) Cash in an amount

equal to such Allowed Utility Priority Non-Tax Claim, including interest through the Effective Date

calculated at the Federal Judgment Rate, payable on the Effective Date or as soon as reasonably

practicable thereafter, or (ii) such other treatment consistent with the provisions of section

1129(a)(9) of the Bankruptcy Code.

(b) Impairment and Voting: The Utility Priority Non-Tax Claims are

Unimpaired, and the holders of Utility Priority Non-Tax Claims are presumed to have accepted the

Plan.

4.15 4.16 Class 3B: Utility Funded Debt Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed Utility Funded Debt Claim, except to the extent that the Debtors or Reorganized

Debtors, as applicable, and a holder of an Allowed Utility Funded Debt Claim agree to a less

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable

thereafter, each holder of an Allowed Utility Funded Debt Claim shall receive Cash in an amount

equal to (i) the principal amount outstanding as of the Petition Date of such holder’s Utility Funded

Debt Claim plus all accrued and unpaid interest owed as of the Petition Date at the non-default

contract rate plus (ii) all interest accrued from the Petition Date through the Effective Date at the

Federal Judgment Rate. The Debtors believe that under the documents governing the Utility Funded

Debt Claims and applicable law, no make-whole or similar amounts are payable upon payment of

the Utility Funded Debt Claims. Accordingly, the Allowed amount of any Utility Funded Debt

Claim shall not include any Claim for make-whole or similar amounts. Notwithstanding the

foregoing, if it is determined that any holder of a Utility Funded Debt Claim is entitled to payment

of a make-whole or similar amount or that postpetition interest is payable at a rate other than the

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Federal Judgment Rate, the treatment of such Claim shall be modified in a manner to render the

Claim Unimpaired.

On the Effective Date, any Utility Letters of Credit outstanding shall be

replaced, returned to the issuing Utility Revolver Lender, or collateralized with cash or new letters

of credit in accordance with the terms of the applicable Utility Letter of Credit and the Utility

Revolver Documents.

(b) Impairment and Voting: The Utility Funded Debt Claims are Unimpaired, and

the holders of Utility Funded Debt Claims are presumed to have accepted the Plan.

4.16 4.17 Class 4B: Utility General Unsecured Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Allowed Utility General Unsecured Claim, except to the extent that the Debtors or Reorganized

Debtors, as applicable, and a holder of an Allowed Utility General Unsecured Claim agree to a less

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable

thereafter, each holder of an Allowed Utility General Unsecured Claim shall receive Cash in an

amount equal to such holder’s Allowed Utility General Unsecured Claim. The Allowed amount of

any Utility General Unsecured Claim shall reflect all interest accrued from the Petition Date through

the Effective Date at the Federal Judgment Rate.

(b) Impairment and Voting: The Utility General Unsecured Claims are

Unimpaired, and the holders of Utility General Unsecured Claims are presumed to have accepted the

Plan.

4.17 4.18 Class 5B-I – Utility Public Entities Wildfire Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

all Allowed Utility Public Entities Wildfire Claims, on the Effective Date, or as soon as reasonably

practicable thereafter, but in no event later than thirty (30) days after the Effective Date, the Public

Entities shall receive an aggregate Cash amount of $1.0 billion, as provided in the Public Entities

Plan Support Agreements, to be distributed in accordance with the Public Entities Settlement

Distribution Protocol. The Reorganized Debtors shall also establish the Public Entities Segregated

Defense Fund, in accordance with the terms of the Public Entities Plan Support Agreements. Utility

Public Entities Wildfire Claims shall be satisfied solely from the Cash amount of $1.0 billion and the

Public Entities Segregated Defense Fund, as described above.

(b) Impairment and Voting: The Utility Public Entities Wildfire Claims are

Impaired, and holders of the Utility Public Entities Wildfire Claims are entitled to vote to accept or

reject the Plan.

4.18 4.19 Class 5B-II – Utility Subrogation Wildfire Claims.

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The Utility Subrogation Wildfire Claims shall be treated as follows:

(a) Allowance: For purposes of this Plan, and in accordance with the Subrogation

Claims RSA Approval Order, the Utility Subrogation Wildfire Claims shall be settled and Allowed

in the aggregate amount of $11 billion.

(b) Treatment: On the Effective Date or as soon as reasonably practicable

thereafter, the Reorganized Debtors shall fund the Subrogation Wildfire Trust with Cash in the

amount of $11 billion. No postpetition, and pre-Effective Date, interest shall be paid with respect to

the Utility Subrogation Wildfire Claims as Allowed pursuant to the immediately preceding clause

(a). All Utility Subrogation Wildfire Claims shall be satisfied solely from the assets funded to the

Subrogation Wildfire Trust. The Plan may be amended prior to the entry of the Disclosure

Statement Order in accordance with the Subrogation Claims RSA to replace a portion of the Cash

consideration with Non-cash Recovery.

(c) Professional Fees: On the Effective Date, the Reorganized Debtors shall pay

the reasonable, documented, and contractual professional fees of the Ad Hoc Professionals (as such

term is defined in the Subrogation Claims RSA) up to an aggregate amount of $55 million (inclusive

of all such fees and expenses paid by the Debtors prior to the Effective Date, and which shall include

success fees, transaction fees or other similar fees). The Reorganized Debtors are authorized to pay

the professional fees and expenses of Rothschild & Co US Inc., Kekst and Company Incorporated

d/b/a Kekst CNC, and Wilson Public Affairs, in each case subject to, and in accordance with, the

Subrogation Claims RSA without the necessity of filing formal fee applications. Solely with respect

to fees and expenses for professional services rendered by Willkie Farr & Gallagher LLP and

Diemer & Wei LLP, the Reorganized Debtors are authorized to pay such fees and expenses ten (10)

business after the receipt by the Debtors and the U.S. Trustee (the “Review Period”) of invoices

therefor (the “Invoiced Fees”) and without the necessity of filing formal fee applications. The

invoices for such Invoiced Fees shall include the number of hours billed and the aggregate expenses

incurred by the applicable professional firm; provided, however, that any such invoice (i) may be

limited and/or redacted to protect privileged, confidential, or proprietary information and (ii) shall

not be required to contain individual time detail (provided that such invoice shall contain summary

data regarding hours worked by each timekeeper for the applicable professional and such

timekeepers’ hourly rates). The Reorganized Debtors and the U.S. Trustee may object to any portion

of the Invoiced Fees (the “Disputed Invoiced Fees”) within the Review Period by filing with the

Court a motion or other pleading, on at least ten days’ prior written notice (but no more than 30

days’ notice) of any hearing on such motion or other pleading, setting forth the specific objections to

the Disputed Invoiced Fees in reasonable narrative detail and the bases for such objections; provided

that the Reorganized Debtors shall pay all amounts that are not the subject of such objection upon

the expiration of the Review Period and shall pay the balance following resolution of any such

objection or upon an order of the Bankruptcy Court.

(d) Distributions and Discharge: Funding of the Subrogation Wildfire Trust as

provided above shall be in restitution and in full and final satisfaction, release, and discharge of all

Utility Subrogation Wildfire Claims. Each holder of a Utility Subrogation Wildfire Claim that is

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party to the Subrogation Wildfire Claim Allocation Agreement shall receive payment as determined

in accordance with the Subrogation Wildfire Claim Allocation Agreement. Holders of Disputed

Utility Subrogation Wildfire Claims as of the Effective Date shall not receive any payment unless

and until such claims either are resolved consensually as between such holders and the Subrogation

Wildfire Trustee or become Allowed Claims.

(e) Channeling Injunction: On the Effective Date, the Debtors’ liability for all

Utility Subrogation Wildfire Claims shall be fully assumed by, and be the sole responsibility of, the

Subrogation Wildfire Trust, and all such Claims shall be satisfied solely from the assets of the

Subrogation Wildfire Trust. Pursuant to the Channeling Injunction, each holder of a Utility

Subrogation Wildfire Claim shall have its Claim permanently channeled to the Subrogation Wildfire

Trust, and such Claim shall be asserted exclusively against the Subrogation Wildfire Trust in

accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, or their

respective assets and properties.

(f) In accordance with the provisions of the Subrogation Claims RSA, the

Confirmation Order shall contain the following findings and order:

(i) the resolution of the Debtors’ insolvency proceeding provides funding

or establishes reserves for, provides for assumption of, or otherwise provides for satisfying

any prepetition wildfire claims asserted against the Debtors in the insolvency proceeding in

the amounts agreed upon in any pre-insolvency proceeding settlement agreements or any

post-insolvency settlement agreements, authorized by the court through an estimation

process or otherwise allowed by the court, and

(ii) except with respect to any settlement or other agreement regarding the

Fire Victim Claims asserted by Adventist Health System/West and Feather River Hospital

d/b/a Adventist Health Feather River, any settlement or other agreement with any holder or

holders of an Other Wildfirea Fire Victim Claim that fixes the amount or terms for

satisfaction of such Claim, including by a post-Effective Date trust established for the

resolution and payment of such Claim, shall contain as a condition to payment or other

distribution to or for the benefit of such holder pursuant to such settlement or other

agreement that the holder or holders of such Claim contemporaneously execute and deliver a

release and waiver of any potential made-whole claims against present and former holders of

Subrogation Wildfire Claims, which release shall be substantially in the form attached to the

Subrogation Claims RSAhereto as Exhibit B.

(g) Impairment and Voting: The Utility Subrogation Wildfire Claims are

Impaired, and holders of Utility Subrogation Wildfire Claims are entitled to vote to accept or reject

the Plan.

4.19 4.20 Class 5B-III – Utility Other WildfireFire Victim Claims.

(a) Treatment: In accordance with the requirements of section 3292 of the

Wildfire Legislation (A.B. 1054), on the Effective Date or as soon as reasonably practicable

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thereafter, the Reorganized Debtors shall establish and fund the Other WildfireFire Victim Trust

with the Other Wildfire Claims EstimationAggregate Fire Victim Consideration. Utility Other

WildfireFire Victim Claims shall be satisfied solely from the Other Wildfire Claims Estimation

ConsiderationFire Victim Trust.

(b) Funding of the Other WildfireFire Victim Trust as provided above shall be in

restitution and full and final satisfaction, release, and discharge of all Utility Other WildfireFire

Victim Claims. Each holder of a Utility Other WildfireFire Victim Claim shall receive payment as

determined in accordance with the Other WildfireFire Victim Claims Resolution Procedures.

(c) On the Effective Date, the Debtors’ liability for all Utility Other WildfireFire

Victim Claims shall be fully assumed by, and be the sole responsibility of the Other WildfireFire

Victim Trust, and all such Claims shall be satisfied solely from the assets of the Other WildfireFire

Victim Trust. Pursuant to the Channeling Injunction, each holder of a Utility Other WildfireFire

Victim Claim shall have its Claim permanently channeled to the Other WildfireFire Victim Trust,

and such Claim shall be asserted exclusively against the Other WildfireFire Victim Trust in

accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, or their

respective assets and properties.

(d) It is a condition precedent to the occurrence of the Effective Date that the

Debtors’ aggregate liability with respect to Other Wildfire Claims as determined pursuant to the

Other Wildfire Claims Estimation Proceeding shall not exceed the Other Wildfire Claims Cap.

(d) (e) Impairment and Voting: The Utility Other WildfireFire Victim Claims are

Impaired, and holders of Utility Other WildfireFire Victim Claims are entitled to vote to accept or

reject the Plan.

4.21 Class 5B-IV – Utility Ghost Ship Fire Claims.

(a) Treatment: On and after the Effective Date, each holder of a Utility Ghost Ship

Fire Claim shall be entitled to pursue its Claim against the Reorganized Utility as if the Chapter 11

Cases had not commenced.

(b) Impairment and Voting: The Utility Ghost Ship Fire Claims are Unimpaired, and

the holders of Utility Ghost Ship Fire Claims are presumed to have accepted the Plan.

4.20 4.22 Class 6B – Utility Workers’ Compensation Claims.

(a) Treatment: On and after the Effective Date, each Hholder of a Utility

Workers’ Compensation Claim shall be entitled to pursue its Claim against the Reorganized Utility

as if the Chapter 11 Cases had not been commenced.

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(b) Impairment and Voting: The Utility Workers’ Compensation Claims are

Unimpaired, and holders of Utility Workers’ Compensation Claims are presumed to have accepted

the Plan.

4.21 4.23 Class 7B – 2001 Utility Exchange Claims.

(a) Treatment: On and after the Effective Date, each Hholder of a 2001 Utility

Exchange Claim shall be entitled to pursue its Claim against the Reorganized Utility as if the

Chapter 11 Cases had not been commenced.

(b) Impairment and Voting: The 2001 Utility Exchange Claims are Unimpaired,

and holders of 2001 Utility Exchange Claims are presumed to have accepted the Plan.

4.22 4.24 Class 8B – Utility Intercompany Claims.

(a) Treatment: On the Effective Date, all Allowed Utility Intercompany Claims

shall either be (i) cancelled (or otherwise eliminated) and receive no distribution under the Plan or

(ii) Reinstated, in each case as determined in the sole discretion of the Debtors or the Reorganized

Debtors, as applicable.

(b) Impairment and Voting: The Utility Intercompany Claims are Unimpaired,

and holders of Utility Intercompany Claims are presumed to have accepted the Plan.

4.23 4.25 Class 9B – Utility Subordinated Debt Claims.

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of

any Utility Subordinated Debt Claim, except to the extent that the Debtors or the Reorganized

Debtors, as applicable, and a holder of an Allowed Utility Subordinated Debt Claim agree to a less

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable

thereafter, each holder of an Allowed Utility Subordinated Debt Claim shall receive Cash in an

amount equal to such holder’s Allowed Utility Subordinated Debt Claim.

(b) Impairment and Voting: The Utility Subordinated Debt Claims are

Unimpaired, and the holders of Utility Subordinated Debt Claims are presumed to have accepted the

Plan.

4.24 4.26 Class 10B – Utility Preferred Interests.

(a) Treatment: On the Effective Date, all Utility Preferred Interests shall be

Reinstated.

(b) Impairment and Voting: The Utility Preferred Interests are Unimpaired, and

holders of Utility Preferred Interests are presumed to have accepted the Plan.

4.25 4.27 Class 11B – Utility Common Interests.

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(a) Treatment: On the Effective Date, all Utility Common Interests shall be

Reinstated.

(b) Impairment and Voting: The Utility Common Interests are Unimpaired, and

the holders of Utility Common Interests are presumed to have accepted the Plan.

ARTICLE V.

PROVISIONS GOVERNING DISTRIBUTIONS

5.1 Distributions Generally. Except as otherwise provided in the Plan, the

Wildfire Trust Agreements, or the Claims Resolution Procedures the Disbursing Agent shall make

all distributions to the appropriate holders of Allowed Claims, or such other persons designated by

this Plan, in accordance with the terms of this Plan.

5.2 Plan Funding. Except as otherwise provided in the Plan, the Wildfire Trust

Agreements, or the Claims Resolution Procedures, distributions of Cash shall be funded from the

proceeds of the Plan Funding or the Wildfire Insurance Proceeds as of the applicable date of such

distribution as set forth herein.

5.3 No Postpetition or Default Interest on Claims. Except as otherwise

specifically provided for in this Plan or the Confirmation Order, or another order of the Bankruptcy

Court or required by the Bankruptcy Code, postpetition and/or default interest shall not accrue or be

paid on any Claims, and no holder of a Claim shall be entitled to interest accruing on such Claim on

or after the Petition Date. Except as otherwise provided in the Plan, to the extent that a Disputed

Claim becomes an Allowed Claim after the Effective Date, the holder of such Claim shall not be

entitled to any interest that accrued thereon from and after the Effective Date.

5.4 Date of Distributions. Unless otherwise provided in this Plan, the Wildfire

Trust Agreements, or the Claims Resolution Procedures, any distributions and deliveries to be made

under this Plan shall be made on the Effective Date or as soon as reasonably practicable thereafter;

provided, that the Reorganized Debtors may implement periodic distribution dates to the extent they

determine appropriate. Holders of Wildfire Claims subject to the Claims Resolution Procedures

shall receive distributions in accordance with the applicable Claims Resolution Procedures.

5.5 Distribution Record Date. Except as otherwise provided in the Wildfire

Trust Agreements or the Claims Resolution Procedures, as of the close of business on the

Distribution Record Date, the various lists of holders of Claims and Interests in each Class, as

maintained by the Debtors or their agents, shall be deemed closed, and there shall be no further

changes in the record holders of any Claims or Interests after the Distribution Record Date. None of

the Debtors, the Reorganized Debtors, or the Disbursing Agent shall have any obligation to

recognize any transfer of a Claim or Interest occurring after the close of business on the Distribution

Record Date. In addition, with respect to payment of any Cure Amounts or disputes over any Cure

Amounts, none of the Debtors, the Reorganized Debtors, or the Disbursing Agent shall have any

obligation to recognize or deal with any party other than the non-Debtor party to the applicable

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executory contract or unexpired lease, even if such non-Debtor party has sold, assigned, or

otherwise transferred its Claim for a Cure Amount.

5.6 Disbursing Agent. Except as otherwise provided in the Plan or the Wildfire

Trust Agreements, all distributions under this Plan shall be made by the Disbursing Agent, on behalf

of the applicable Debtor, on and after the Effective Date as provided herein. The Disbursing Agent

shall not be required to give any bond or surety or other security for the performance of its duties.

The Debtors or the Reorganized Debtors, as applicable, shall use commercially reasonable efforts to

provide the Disbursing Agent (if other than the Reorganized Debtors) with the amounts of Claims

and the identities and addresses of holders of Claims, in each case, as set forth in the Debtors’ or

Reorganized Debtors’ books and records. The Debtors or the Reorganized Debtors, as applicable,

shall cooperate in good faith with the Disbursing Agent (if other than the Reorganized Debtors) to

comply with the reporting and withholding requirements outlined in Section 5.15 of this Plan.

Wildfire Claims subject to the Channeling Injunction shall not be administered by the Disbursing

Agent and shall instead be administered by the Wildfire Trusts.

5.7 Delivery of Distributions.

(a) Except as otherwise provided in the Plan, the Wildfire Trust Agreements, or

the Claims Resolution Procedures, the Disbursing Agent will make the applicable distribution under

this Plan and, subject to Bankruptcy Rule 9010, will make all distributions to any holder of an

Allowed Claim as and when required by this Plan at: (i) the address of such holder on the books and

records of the Debtors or their agents, (ii) the address in the most recent proof of claim filed by such

holder, or (iii) the address in any written notice of address change delivered to the Debtors or the

Disbursing Agent, including any addresses included on any transfers of Claim filed pursuant to

Bankruptcy Rule 3001. In the event that any distribution to any holder is returned as undeliverable,

no distribution or payment to such holder shall be made unless and until the Disbursing Agent has

been notified of the then current address of such holder, at which time or as soon thereafter as

reasonably practicable, such distribution shall be made to such holder without interest.

(b) The Disbursing Agent, with the Funded Debt Trustees’ cooperation, shall

make any distributions on account of the Allowed Funded Debt Claims. The Funded Debt Trustees

shall have no duties or responsibility relating to any form of distribution that is not DTC eligible and

the Disbursing Agent, the Debtors, or the Reorganized Debtors, as applicable, shall seek the

cooperation of DTC so that any distribution on account of an Allowed Funded Debt Claim that is

held in the name of, or by a nominee of, DTC, shall be made through the facilities of DTC on the

Effective Date or as soon as practicable thereafter. The Reorganized Debtors shall reimburse the

Funded Debt Trustees for any reasonable and documented fees and expenses (including the

reasonable and documented fees and expenses of its counsel and agents) incurred after the Effective

Date solely in connection with actions explicitly requested by the Reorganized Debtors necessary

for implementation of the Plan; provided, that, for the avoidance of doubt, nothing in the Plan or

Confirmation Order shall be considered or construed as an explicit request by the Reorganized

Debtors authorizing the incurrence of fees and expenses by the Funded Debt Trustees.

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5.8 Unclaimed Property. For distributions other than from the Wildfire Trusts,

all distributions payable on account of Claims that are not deliverable, or have not responded to a

request for information to make such delivery, and remain unclaimed shall be deemed unclaimed

property under section 347(b) of the Bankruptcy Code and shall revert to the Reorganized Debtors

or their successors or assigns one year from the later of (a) the Effective Date and (b) the date that is

ten (10) Business Days after the date a Claim is first Allowed, and all claims of any other Entity

(including the holder of a Claim in the same Class) to such distribution shall be discharged and

forever barred. The Reorganized Debtors and the Disbursing Agent shall have no obligation to

attempt to locate any holder of an Allowed Claim other than by reviewing the Debtors’ books and

records and filings with the Bankruptcy Court.

5.9 Satisfaction of Claims. Unless otherwise provided herein, any distributions

and deliveries to be made on account of Allowed Claims under this Plan shall be in complete and

final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

5.10 Fractional Stock. No fractional shares or Interests of New HoldCo Common

Stock shall be distributed. If any distributions of New HoldCo Common Stock pursuant to the Plan

or the Plan Documents would result in the issuance of a fractional share or Interest of New HoldCo

Common Stock, then the number of shares or Interests of New HoldCo Common Stock to be issued

in respect of such distribution shall be calculated to one decimal place and rounded up or down to

the closest whole share or Interest (with a half share or Interest or greater rounded up and less than a

half share or Interest rounded down). The total number of shares or Interests of New HoldCo

Common Stock, as applicable, to be distributed in connection with the Plan shall be adjusted as

necessary to account for the rounding provided for in this Section 5.10. No consideration shall be

provided in lieu of fractional shares or Interests that are rounded down. Neither the Reorganized

Debtors nor the Disbursing Agent shall have any obligation to make a distribution that is less than

(1) share or Interest of New HoldCo Common Stock. Any New HoldCo Common Stock that is not

distributed in accordance with this Section 5.10 shall be returned to, and ownership thereof shall

vest in, Reorganized HoldCo.

5.11 Manner of Payment under Plan. Except as specifically provided herein, at

the option of the Debtors or the Reorganized Debtors, as applicable, any Cash payment to be made

under this Plan may be made by check, ACH, wire transfer, or any other method agreed between the

Debtors or Reorganized Debtors and the holder of the Claim.

5.12 No Distribution in Excess of Amount of Allowed Claim. Notwithstanding

anything to the contrary in this Plan, no holder of an Allowed Claim shall receive, on account of

such Allowed Claim, distributions in excess of the Allowed amount of such Claim, except to the

extent that payment of postpetition interest on such Claim is specifically provided for by the Plan,

the Confirmation Order, or another order of the Bankruptcy Court or required by the Bankruptcy

Code.

5.13 Setoffs and Recoupments. Each Debtor or Reorganized Debtor, as

applicable, or such Entity’s successor or designee, may, pursuant to section 553 of the Bankruptcy

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Code or applicable nonbankruptcy law, offset or recoup against any Allowed Claim and the

distributions to be made pursuant to this Plan on account of such Allowed Claim any and all Claims,

rights, and Causes of Action that such Debtor or Reorganized Debtor or its successors may hold

against the holder of such Allowed Claim; provided, that neither the failure to effect a setoff or

recoupment nor the allowance of any Claim hereunder will constitute a waiver or release by a

Debtor or Reorganized Debtor or its successor of any Claims, rights, or Causes of Action that any

such entity or it successor or designee may possess against such holder.

5.14 Rights and Powers of Disbursing Agent.

(a) The Disbursing Agent shall be empowered to: (i) effect all actions and

execute all agreements, instruments, and other documents necessary to perform its duties under this

Plan; (ii) make all applicable distributions or payments provided for under this Plan; (iii) employ

professionals to represent it with respect to its responsibilities; and (iv) exercise such other powers

(A) as may be vested in the Disbursing Agent by order of the Bankruptcy Court (including any order

issued after the Effective Date) or pursuant to this Plan or (B) as deemed by the Disbursing Agent to

be necessary and proper to implement the provisions of this Plan.

(b) To the extent the Disbursing Agent is an Entity other than a Debtor or

Reorganized Debtor, except as otherwise ordered by the Bankruptcy Court, the amount of any

reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date

(including taxes) and any reasonable compensation and expense reimbursement Claims (including

for reasonable attorneys’ and other professional fees and expenses) made by the Disbursing Agent

shall be paid in Cash by the Reorganized Debtors.

5.15 Withholding and Reporting Requirements.

(a) In connection with this Plan and all distributions made hereunder, the

Reorganized Debtors and the Disbursing Agent shall comply with all applicable withholding and

reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all

distributions under this Plan shall be subject to any such withholding or reporting requirements. In

the case of a non-Cash distribution that is subject to withholding, the distributing party may

withhold an appropriate portion of such distributed property and sell such withheld property to

generate Cash necessary to pay over the withholding tax. Any amounts withheld pursuant to the

preceding sentence shall be deemed to have been distributed to and received by the applicable

recipient for all purposes of this Plan.

(b) Notwithstanding the above, each holder of an Allowed Claim that is to receive

a distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction and

payment of any tax obligations imposed on such holder by any federal, state, local, or foreign taxing

authority, including income, withholding, and other tax obligations, on account of such distribution.

The Reorganized Debtors and the Disbursing Agent have the right, but not the obligation, to not

make a distribution until such holder has made arrangements satisfactory to any issuing or

disbursing party for payment of any such tax obligations.

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(c) The Reorganized Debtors and the Disbursing Agent may require, as a

condition to receipt of a distribution, that the holder of an Allowed Claim provide any information

necessary to allow the distributing party to comply with any such withholding and reporting

requirements imposed by any federal, state, local, or foreign taxing authority. If the Reorganized

Debtors or the Disbursing Agent make such a request and the holder fails to comply before the date

that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to

the applicable Reorganized Debtor and any Claim in respect of such distribution shall be discharged

and forever barred from assertion against such Reorganized Debtor or its respective property.

5.16 Credit for Distributions under Wildfire Assistance Program. If a holder

of an Allowed WildfireFire Claim has received any distribution from the Wildfire Assistance

Program, such distribution shall be credited against any distribution to be made on account of such

holder’s WildfireFire Claim under this Plan and in accordance with the terms of the Wildfire Trust

Agreements.

ARTICLE VI.

MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN

6.1 General Settlement of Claims and Interests. The Plan shall be deemed a

motion to approve a good-faith compromise and settlement pursuant to which the Debtors and the

holders of Claims against and/or Interests in the Debtors settle all Claims, Interests, and Causes of

Action pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in

consideration for the classification, distributions, releases, and other benefits provided under the

Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and

settlement of all Claims and Interests and controversies resolved pursuant to the Plan. The

Confirmation Order shall constitute the Court’s approval of the compromise, settlement, and release

of all such Claims, Interests, and Causes of Action, as well as a finding by the Bankruptcy Court that

all such compromises, settlements, and releases are mutual and bi-directional and are in the best

interests of the Debtors, their estates, and the holders of Claims, Interests, and Causes of Action, and

is fair, equitable, and reasonable. Except as otherwise provided in the Wildfire Trust Agreements

and the Claims Resolution Procedures, in accordance with the provisions of the Plan, pursuant to

section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, without any further notice to or

action, order, or approval of the Bankruptcy Court, after the Effective Date, the Reorganized

Debtors, may compromise and settle all Claims and Causes of Action against, and Interests in, the

Debtors and their estates. The compromises, settlements, and releases described herein shall be

deemed nonseverable from each other and from all other terms of the Plan.

6.2 Restructuring Transactions; Effectuating Documents.

(a) Following the Confirmation Date or as soon as reasonably practicable

thereafter, the Debtors or the Reorganized Debtors, as applicable, may take all actions as may be

necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or

necessary to effectuate the Plan or to obtain any of the Plan Funding (collectively, the

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“Restructuring Transactions”), including (i) the execution and delivery of appropriate agreements

or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition,

transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that

are consistent with the terms of the Plan, (ii) the execution and delivery of appropriate instruments

of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or

obligation on terms consistent with the terms of the Plan, (iii) the filing of appropriate certificates or

articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation,

arrangement, continuance, or dissolution pursuant to applicable state or federal law, (iv) the

execution and delivery of the Plan Documents, (v) the issuance of securities, all of which shall be

authorized and approved in all respects in each case without further action being required under

applicable law, regulation, order, or rule (except such filings, approvals and authorizations as may

be required, necessary or desirable for offerings of securities not exempt from the Securities Act

pursuant to section 1145 of the Bankruptcy Code), (vi) such other transactions that are necessary or

appropriate to implement the Plan in the most tax efficient manner, and (vii) all other actions that the

applicable Entities determine to be necessary or appropriate, including making filings or recordings

that may be required by applicable law.

(b) Each officer, or member of the board of directors, of the Debtors is (and each

officer, or member of the board of directors of the Reorganized Debtors shall be) authorized to issue,

execute, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other

agreements or documents and take such actions as may be necessary or appropriate to effectuate,

implement, and further evidence the terms and conditions of the Plan and the securities issued

pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, all of which shall be

authorized and approved in all respects, in each case, without the need for any approvals,

authorization, consents, or any further action required under applicable law, regulation, order, or rule

(including any action by the stockholders or directors of the Debtors or the Reorganized Debtors)

except for those expressly required pursuant to the Plan.

(c) All matters provided for herein involving the corporate structure of the

Debtors or Reorganized Debtors, or any corporate action required by the Debtors or Reorganized

Debtors in connection herewith shall be deemed to have occurred and shall be in effect, without any

requirement of further action by the stockholders or directors of the Debtors or Reorganized

Debtors, and with like effect as though such action had been taken unanimously by the stockholders

of the Debtors or Reorganized Debtors.

6.3 Continued Corporate Existence. Except as otherwise provided in this Plan

(including pursuant to the Restructuring Transactions), the Debtors shall continue to exist after the

Effective Date as Reorganized Debtors in accordance with the applicable laws of the respective

jurisdictions in which they are incorporated or organized. On or after the Effective Date, without

prejudice to the rights of any party to a contract or other agreement with any Reorganized Debtor,

each Reorganized Debtor may, in its sole discretion, take such action as permitted by applicable law

and such Reorganized Debtor’s organizational documents, as such Reorganized Debtor may

determine is reasonable and appropriate, including causing: (i) the legal name of a Reorganized

Debtor to be changed; (ii) the closure of a Reorganized Debtor’s Chapter 11 Case on the Effective

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Date or any time thereafter; or (iii) Reorganized HoldCo to amend its charter so as to prevent the

acquisition, sale, or other transaction of any class or classes of stock of Reorganized HoldCo, other

than pursuant to the Plan, for the purpose of preserving the tax benefits of the Reorganized Debtors

if such acquisition, sale, or other transaction would result in an increase in the amount stock of

Reorganized HoldCo beneficially owned (as determined for applicable tax purposes) by any person

or group of persons that owns, or as a result of such acquisition, sale, or other transaction would

own, at least 4.75% of any class or classes of stock of Reorganized HoldCo.

6.4 The Subrogation Wildfire Trust.

(a) On or before the Effective Date, the Subrogation Wildfire Trust shall be

established by the Subrogation Wildfire Trustee and on the Effective Date or as soon as reasonably

practicable thereafter, the Debtors shall fund the Subrogation Wildfire Trust as provided in Section

4.19(b) 4.18(b) hereof. In accordance with the Subrogation Wildfire Trust Agreement and the

Subrogation Wildfire Claim Allocation Agreement, each of which shall become effective as of the

Effective Date, the Subrogation Wildfire Trust shall administer, process, settle, resolve, liquidate,

satisfy, and pay all Subrogation Wildfire Claims. All Subrogation Wildfire Claims shall be

channeled to the Subrogation Wildfire Trust and shall be subject to the Channeling Injunction.

(b) Each trust comprising the Subrogation Wildfire Trust is intended to be treated,

and shall be reported, as a “qualified settlement fund” for U.S. federal income tax purposes and shall

be treated consistently for state and local tax purposes, to the extent applicable; provided, however,

that the Reorganized Debtors may elect to treat any trust comprising the Subrogation Wildfire Trust

as a “grantor trust” for U.S. federal income tax purposes, in which case each such trust shall be

treated consistently for state and local tax purposes, to the extent applicable. The Subrogation

Wildfire Trustee and all holders of Subrogation Wildfire Claims shall report consistently with the

foregoing. The Subrogation Wildfire Trustee shall be the “administrator,” within the meaning of

Treasury Regulations Section 1.468B-2(k)(3), of the Subrogation Wildfire Trust and, in such

capacity, the Subrogation Wildfire Trustee shall be responsible for filing all tax returns of the

Subrogation Wildfire Trust and, out of the assets of the Subrogation Wildfire Trust, the payment of

any taxes due with respect to trust assets or otherwise imposed on the Subrogation Wildfire Trust

(including any tax liability arising in connection with the distribution of trust assets), and shall be

permitted to sell any assets of the Subrogation Wildfire Trust to the extent necessary to satisfy such

tax liability (including any tax liability arising in connection with such sale).

(c) Except as otherwise provided in the Subrogation Wildfire Trust Agreement,

or the Subrogation Wildfire Claim Allocation Agreement, the Subrogation Wildfire Trustee will

make the applicable distribution under the Subrogation Wildfire Trust Agreement and, subject to

Bankruptcy Rule 2002, at: (i) the address of such holder on the books and records of the Debtors or

their agents; (ii) the address provided by such holder on its most recent proof of claim, or (iii) the

address in any written notice of address change delivered to the Debtors prior to the Effective Date,

or the Subrogation Wildfire Trustee after the Effective Date, including any addresses included on

any transfers of Claim filed pursuant to Bankruptcy Rule 3001. In the event that any distribution to

any holder is returned as undeliverable, no distribution or payment to such holder shall be made

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unless and until the Subrogation Wildfire Trustee has been notified of the then-current address of

such holder, at which time or as soon as reasonabley practicable thereafter, such distribution shall be

made to such holder without interest.

(d) The Subrogation Wildfire Trustee may request an expedited determination of

taxes under section 505(b) of the Bankruptcy Code for all tax returns filed by or on behalf of the

Subrogation Wildfire Trust through the termination of the Subrogation Wildfire Trust.

6.5 Subrogation Wildfire Trustee.

(a) Powers and Duties of Trustee. The powers and duties of the Subrogation

Wildfire Trustee shall include, but shall not be limited to, those responsibilities vested in the

Subrogation Wildfire Trustee pursuant to the terms of the Subrogation Trust Agreement, or as may

be otherwise necessary and proper to (i) make distributions to holders of Subrogation Wildfire

Claims in accordance with the terms of the Plan, Subrogation Trust Agreement, and Subrogation

Wildfire Claim Allocation Agreement and (ii) carry out the provisions of the Plan relating to the

Subrogation Wildfire Trust and the Subrogation Wildfire Claims. The Trustee shall maintain good

and sufficient books and records relating to each Subrogation Wildfire Claim, including the identity

of the owner of each Subrogation Wildfire Claim and the amount and date of all Distributions made

on account of each such Subrogation Wildfire Claim.

(b) The Subrogation Wildfire Trustee shall cooperate fully with the Reorganized

Debtors in connection with the preparation and filing by the Reorganized Debtors of any tax returns,

claims for refunds, or other tax filings, and any tax proceedings, to the extent relating to any

transfers to, distributions by, or the operations of the Subrogation Wildfire Trust.

6.6 Subrogation Trust Advisory Board.

(a) Appointment of Subrogation Trust Advisory Board. The Subrogation Trust

Advisory Board shall consist of three (3) initial members selected by holders of Subrogation

Wildfire Claims in accordance with the Subrogation Trust Agreement and the Subrogation Wildfire

Claim Allocation Agreement.

(b) Powers and Duties of Subrogation Trust Advisory Board. The Subrogation

Trust Advisory Board shall, as and when requested by the Subrogation Wildfire Trustee, or as is

otherwise either (i) required under the Plan, the Confirmation Order, the Subrogation Trust

Agreement or (ii) contemplated by the Subrogation Wildfire Claim Allocation Agreement, consult

with and advise the Subrogation Wildfire Trustee as to the administration and management of the

Subrogation Wildfire Trust in accordance with the terms of this Plan, the Confirmation Order, and/or

the Subrogation Trust Agreement.

(c) The Subrogation Wildfire Trust Advisory Board shall be appointed on the

Effective Date. The rights and responsibilities of the Subrogation Wildfire Trust Advisory Board

shall be set forth in the Subrogation Wildfire Trust Agreement.

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6.7 The Other WildfireFire Victim Trust.

(a) On or before the Effective Date, the Other WildfireFire Victim Trust shall be

established. In accordance with the Plan, the Confirmation Order, the Other WildfireFire Victim

Trust Agreement and the Other WildfireFire Victim Claims Resolution Procedures, the Other

WildfireFire Victim Trust shall, among other tasks described in this Plan or the Fire Victim Trust

Agreement, administer, process, settle, resolve, liquidate, satisfy, and pay all Other Wildfire Claims.

All Other WildfireFire Victim Claims, and prosecute or settle all Assigned Rights and Causes of

Action. All Fire Victim Claims shall be channeled to the Other WildfireFire Victim Trust and shall

be subject to the Channeling Injunction. The Fire Victim Trust shall be funded with the Aggregate

Fire Victim Consideration. To the extent, if any, a holder of a Fire Victim Claim asserts damages

against the Debtors or the Fire Victim Trust for amounts already compensated by an insurance

company, the Fire Victim Trust Agreement shall provide that the Fire Victim Trust shall receive a

credit against any Fire Victim Claim for the amount that any holder of such Fire Victim Claim, its

predecessor, successor, or assignee received or shall receive from any insurance company under and

pursuant to the terms and coverage provisions of any insurance policy for losses resulting from a

Fire and that any funds received by any holder of a Fire Victim Claim, net of attorney’s fees, shall

satisfy, to the extent applicable, any amounts of restitution the Debtors or Reorganized Debtors

might be subject to under Cal. Penal Code § 1202.4.

(b) Each trust comprising the Other WildfireFire Victim Trust is intended to be

treated, and shall be reported, as a “qualified settlement fund” for U.S. federal income tax purposes

and shall be treated consistently for state and local tax purposes, to the extent applicable; provided,

however, that the Reorganized Debtors may elect to treat any trust comprising the Other

WildfireFire Victim Trust as a “grantor trust” for U.S. federal income tax purposes, in which case

each such trust shall be treated consistently for state and local tax purposes, to the extent applicable.

The Other WildfireFire Victim Trustee and all holders of Other WildfireFire Victim Claims shall

report consistently with the foregoing. The Other WildfireFire Victim Trustee shall be the

“administrator,” within the meaning of Treasury Regulations Section 1.468B-2(k)(3), of the

WildfireFire Victim Trust and, in such capacity, the Other WildfireFire Victim Trustee shall be

responsible for filing all tax returns of the Other WildfireFire Victim Trust and, out of the assets of

the Other WildfireFire Victim Trust, the payment of any taxes due with respect to trust assets or

otherwise imposed on the Other WildfireFire Victim Trust (including any tax liability arising in

connection with the distribution of trust assets), shall be permitted to sell any assets of the Other

WildfireFire Victim Trust to the extent necessary to satisfy such tax liability (including any tax

liability arising in connection with such sale).

(c) On the Effective Date, the Fire Victim Claims Resolution Procedures shall

become effective.

(d) No parties other than holders of Fire Victim Claims shall have a right, or

involvement in, the Fire Victim Claims Resolution Procedures, the Fire Victim Trust Agreement, the

administration of the Fire Victims Trust, the selection of a Fire Victim Trustee, settlement fund

administrator, claims administrator, or the Fire Victims Trust Oversight Committee. The Fire

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Victim Claims shall be administered by a Fire Victim Trust and the Fire Victims Trust Oversight

Committee independent of the Debtors. The Fire Victim Claims shall be administered, allocated and

distributed in accordance with applicable ethical rules and subject to adequate informed consent

procedures. The Fire Victim Trustee shall receive settlement allocations consistent with Rule 1.8(g)

of the Model Rules of Professional Conduct. The rules and procedures governing the administration

and allocation of the funds from the Fire Victim Trust shall be objectively applied and transparent.

No party other than holders of Fire Victim Claims, including but not limited to the Debtors, the

Reorganized Debtors, and any holders of Claims or Interests other than holders of Fire Victim

Claims, shall have any rights to any of the proceeds in the Fire Victim Trust, or any clawback or

reversionary interest of any of the consideration (whether Cash or otherwise) allocated to any of the

holders of Fire Victim Claims generally or in the total amount funded to the Fire Victim Trust.

6.8 Fire Victim Trustee

(a) Powers and Duties of Trustee. The powers and duties of the Fire Victim

Trustee shall include, but shall not be limited to, those responsibilities vested in the Fire Victim

Trustee pursuant to the terms of the Fire Victim Trust Agreement, or as may be otherwise necessary

and proper to (i) make distributions to holders of Fire Victim Claims in accordance with the terms of

the Plan and the Fire Victim Trust Agreement and (ii) carry out the provisions of the Plan relating to

the Fire Victim Trust and the Fire Victim Claims, including but not limited to prosecuting or settling

all Assigned Rights and Causes of Action in his or her capacity as a trustee for the benefit of Fire

Victims. On the Effective Date, pursuant to this Plan and sections 1123, 1141, and 1146(a) of the

Bankruptcy Code, the Debtors, on behalf of their estates, and the Fire Victim Trustee, will be

authorized and directed to, and will execute the Fire Victim Trust Agreement in substantially the

form that will be attached to the Plan Supplement, and will be further authorized and directed to, and

will, take all such actions as required to transfer the Assigned Rights and Causes of Action from the

Debtors to the Fire Victim Trust. The Fire Victim Trustee shall maintain good and sufficient books

and records relating to each Fire Victim Claim, including the identity of the owner of each Fire

Victim Claim and the amount and date of all Distributions made on account of each such Fire

Victim Claim. In addition to all powers enumerated in the Fire Victim Trust Agreement, in this

Plan, and in the Confirmation Order, from and after the Effective Date, the Fire Victim Trust shall

succeed to all of the rights and standing of the Debtors with respect to the Assigned Rights and

Causes of Action in its capacity as a trust administering assets for the benefit of Fire Victims.

(b) The Fire Victim Trustee will be appointed as the representative of each of the

Debtors’ estates pursuant to sections 1123(a)(5), (a)(7), and (b)(3)(B) of the Bankruptcy Code and as

such will be vested with the authority and power (subject to the Fire Victim Trust Agreement and

the Plan) to, among other things: (i) administer, object to or settle Fire Victim Claims; (ii) make

distributions to holders of Fire Victim Claims in accordance with the terms of the Plan and the Fire

Victim Trust Agreement, and (iii) carry out the provisions of the Plan related to the Fire Victim

Trust and the Fire Victim Claims, including but not limited to prosecuting or settling all Assigned

Rights and Causes of Action in his or her capacity as a trustee for the benefit of holders of Fire

Victim Claims. As the representative of the Debtors’ estates, in his or her capacity as a trustee for

the benefit of Fire Victims, the Fire Victim Trustee will succeed to all of the rights and powers of

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the Debtors and their estates with respect to all Assigned Rights and Causes of Action assigned and

transferred to the Fire Victim Trust, and the Fire Victim Trustee will be substituted and will replace

the Debtors, their estates, any official committee appointed in these cases if applicable, in all such

Assigned Rights and Causes of Action, whether or not such claims are pending in filed litigation.

(c) The Other WildfireFire Victim Trustee shall cooperate fully with the

Reorganized Debtors in connection with the preparation and filing by the Reorganized Debtors of

any tax returns, claims for refunds, or other tax filings, and any tax proceedings, to the extent

relating to any transfers to, distributions by, or the operations of the Other WildfireFire Victim

Trust.

(d) The Other Wildfire Trust Advisory Board shall be appointed on the Effective

Date. The Other Wildfire Trust Advisory Board shall consist of members selected and appointed by

the Debtors’ board of directors. The rights and responsibilities of the Other Wildfire Trust Advisory

Board shall be set forth in the Other Wildfire Trust Agreement.

(e) On the Effective Date, the Other Wildfire Claims Resolution Procedures shall

become effective.

(d) (f) Except as otherwise provided in the Other WildfireFire Victim Trust

Agreement, or the Other WildfireFire Victim Claims Resolution Procedures, the Other WildfireFire

Victim Trustee will make the applicable distribution under the Other WildfireFire Victim Trust

Agreement and, subject to Bankruptcy Rule 2002, at: (i) the address of such holder on the books

and records of the Debtors or their agents; (ii) the address provided by such holder on its most recent

proof of claim, or (iii) the address in any written notice of address change delivered to the Debtors

prior to the Effective Date, or the Other WildfireFire Victim Trustee after the Effective Date,

including any addresses included on any transfers of Claim filed pursuant to Bankruptcy Rule 3001.

In the event that any distribution to any holder is returned as undeliverable, no distribution or

payment to such holder shall be made unless and until the Other WildfireFire Victim Trustee has

been notified of the then-current address of such holder, at which time or as soon as reasonabley

practicable thereafter, such distribution shall be made to such holder without interest.

(e) The Fire Victim Trust Oversight Committee shall be appointed on the

Effective Date. The Fire Victim Trust Oversight Committee shall consist of members selected and

appointed by [the Consenting Fire Claimant Professionals and the Tort Claimants Committee]. The

rights and responsibilities of the Fire Victim Trust Oversight Committee shall be set forth in the Fire

Victim Trust Agreement.

(f) Unless otherwise expressly provided under this Plan, on the Effective Date,

all Assigned Rights and Causes of Action will vest in the Fire Victim Trust. On and after the

Effective Date, the transfer of the Assigned Rights and Causes of Action to the Fire Victim Trust

will be deemed final and irrevocable and distributions may be made from the Fire Victim Trust. The

Confirmation Order will provide the Fire Victim Trustee with express authority and standing

necessary to take all actions to prosecute or settle any and all Assigned Rights and Causes of Action.

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(g) The Other WildfireFire Victim Trustee may request an expedited

determination of taxes under section 505(b) of the Bankruptcy Code for all tax returns filed by or on

behalf of the Other WildfireFire Victim Trust through the termination of the Other WildfireFire

Victim Trust.

6.9 6.8 Public Entities Segregated Defense Fund.

(a) On the Effective Date, the Reorganized Debtors shall fund the Public Entities

Segregated Defense Fund in accordance with the terms of the Public Entities Plan Support

Agreements.

(b) The Public Entities Segregated Defense Fund shall be maintained by the

Reorganized Debtors until the later of (i) the expiration of the applicable statute of limitations period

for any and all Public Entities Third Party Claims and (ii) the conclusion of all litigation, including

appeals, involving all Public Entities Third Party Claims.

6.10 6.9 Go-Forward Wildfire Fund.

(a) On the Effective Date, the Debtors shall contribute, in accordance with the

Wildfire Legislation (A.B. 1054), an initial contribution of approximately $4.8 billion and first

annual contribution of approximately $193 million, to the Go-Forward Wildfire Fund in order to

secure the participation of the Reorganized Debtors therein.

(b) The Reorganized Debtors shall also be responsible for ongoing funding

commitments to the Go-Forward Wildfire Fund as required by the terms thereof and the Wildfire

Legislation (A.B. 1054).

6.11 6.10 Officers and Board of Directors.

(a) On the Effective Date, (i) the New Board of HoldCo shall consist of the Chief

Executive Officer and [●] other initial directors and (ii) the New Board of the Utility shall consist of

the Chief Executive Officer and [●] other initial directors. The New Board for HoldCo and the

Utility will, among other things, satisfy the requirements of the Wildfire Legislation (A.B. 1054) and

other applicable law, including with respect to directors having appropriate experience in safety,

finance and utility operations. The composition of the New Board shall be disclosed in accordance

with section 1129(a)(5) of the Bankruptcy Code.

(b) Except as otherwise provided in the Plan Supplement, the officers of the

respective Debtors immediately before the Effective Date, as applicable, shall serve as the initial

officers of each of the respective Reorganized Debtors on and after the Effective Date.

(c) Except to the extent that a member of the board of directors of a Debtor

continues to serve as a director of the respective Reorganized Debtor on and after the Effective Date,

the members of the board of directors of each Debtor prior to the Effective Date, in their capacities

as such, shall have no continuing obligations to the Reorganized Debtors on or after the Effective

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Date and each such director will be deemed to have resigned or shall otherwise cease to be a director

of the applicable Debtor on the Effective Date.

(d) Commencing on the Effective Date, the directors of each of the Reorganized

Debtors shall be elected and serve pursuant to the terms of the applicable organizational documents

of such Reorganized Debtor and may be replaced or removed in accordance with such

organizational documents.

6.12 6.11 Management Incentive Plan. On or after the Effective Date, the

Management Incentive Plan may be established and implemented at the discretion of the New Board

and in compliance with the Wildfire Legislation (A.B. 1054).

6.13 6.12 Cancellation of Existing Securities and Agreements.

(a) Except for the purpose of enabling holders of Allowed Claims to receive a

distribution under the Plan as provided herein and except as otherwise set forth in this Plan, the Plan

Supplement or the Confirmation Order, on the Effective Date, all agreements, instruments, and other

documents evidencing any prepetition Claim or and any rights of any holder in respect thereof shall

be deemed cancelled, discharged, and of no force or effect. For the avoidance of doubt, in

accordance with Sections 4.11, 4.12, 4.13, 4.264.24, and 4.27 4.25 of the Plan, none of the HoldCo

Common Interests, the HoldCo Other Interests, the Utility Preferred Interests, or the Utility

Common Interests shall be cancelled pursuant to the Plan. The holders of, or parties to, such

cancelled instruments, Securities, and other documentation shall have no rights arising from or

related to such instruments, Securities, or other documentation or the cancellation thereof, except the

rights provided for pursuant to this Plan.

(b) The Funded Debt Trustees shall be released and discharged from all duties

and responsibilities under the applicable Funded Debt Documents; provided, that notwithstanding

the releases in Article X of the Plan, entry of the Confirmation Order or the occurrence of the

Effective Date, each of the Funded Debt Documents or agreement that governs the rights of the

holder of a Claim shall continue in effect to the extent necessary to: (i) enforce the rights, Claims,

and interests of the Funded Debt Trustees thereto vis-a-vis any parties other than the Released

Parties; (ii) allow the holders of Funded Debt Claims, as applicable, to receive distributions under

the Plan, to the extent provided for under the Plan; (iii) appear to be heard in the Chapter 11 Cases

or in any proceedings in this Court or any other court; (iv) preserve any rights of the Funded Debt

Trustees to payment of fees, expenses, and indemnification obligations from or on any money or

property to be distributed in respect of the Allowed Funded Debt Claims, solely to the extent

provided in the Plan; and (v) enforce any obligation owed to the Funded Debt Trustees under the

Plan.

6.14 6.13 Cancellation of Certain Existing Security Agreements. Promptly

following the payment in full or other satisfaction of an Allowed Other Secured Claim, the holder of

such Allowed Other Secured Claim shall deliver to the Debtors or Reorganized Debtors, as

applicable, any Collateral or other property of a Debtor held by such holder, together with any

termination statements, instruments of satisfaction, or releases of all security interests with respect to

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its Allowed Other Secured Claim that may be reasonably required to terminate any related financing

statements, mortgages, mechanics’ or other statutory Liens, or lis pendens, or similar interests or

documents.

6.15 6.14 Issuance of New HoldCo Common Stock. On and after the Effective

Date, Reorganized HoldCo is authorized to issue, or cause to be issued, the New HoldCo Common

Stock in accordance with the Plan and the Plan Documents, all without the need for any further

corporate, limited liability company, or shareholder action. All of the New HoldCo Common Stock

distributable under the Plan shall be duly authorized, validly issued, and fully paid and nonassessable.

6.16 6.15 Exit Financing. On the Effective Date, the Exit Financing Documents

shall be executed and delivered. The Reorganized Debtors shall be authorized to execute, deliver,

and enter into and perform under the Exit Financing Documents and to consummate the Exit

Financing without the need for any further corporate action and without further action by the holders

of Claims or Interests.

6.17 6.16 Wildfire Victim Recovery Bonds or Other Securitized Bonds.

(a) If the State of California enacts legislation authorizing the issuance of

Wildfire Victim Recovery Bonds or other securitized bonds, this would provide a source of low cost

financing for expediting payment and satisfaction of WildfireFire Claims following estimation or

settlement.

(b) On or after the Effective Date, if authorized, the Wildfire Victim Recovery

Bonds or other securitized bonds shall be issued on the terms set forth in the Plan, the Wildfire

Victim Recovery Bonds Documents or other applicable bonds documents, and the Wildfire Victim

Recovery Bonds Legislation or other legislation.

(c) On or after the Effective Date, if authorized, the Wildfire Victim Recovery

Bonds Documents or other securitized bonds documents shall be executed and delivered. The

Reorganized Debtors shall be authorized to execute, deliver, and enter into and perform under the

Wildfire Victim Recovery Bonds Documents or other applicable bonds documents, without the need

for any further corporate action and without further action by the holders of Claims or Interests.

6.18 6.17 Rights Offering. If applicable, following approval by the Bankruptcy

Court of the Rights Offering Procedures and, if the offer, issuance and distribution of Securities

pursuant to the Rights Offering is to be registered under the Securities Act, effectiveness of an

appropriate registration statement registering such offer, issuance and distribution under the

Securities Act, the Debtors shall, if they determine to implement the same, commence and

consummate the Rights Offering in accordance therewith. New HoldCo Common Stock shall be

issued to each Eligible Offeree that exercises its respective subscription rights pursuant to the Rights

Offering Procedures and the Plan. The consummation of the Rights Offering shall be conditioned on

the occurrence of the Effective Date, and any other condition specified in the Backstop Commitment

Letters. Amounts held by the subscription agent with respect to the Rights Offering prior to the

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Effective Date shall not be entitled to any interest on account of such amounts and no Eligible

Offeree participating in the Rights Offering shall have any rights in New HoldCo Common Stock

until the Rights Offering is consummated.

6.19 6.18 Securities Act Registrations or Exemptions.

(a) The offer, issuance and distribution of the New HoldCo Common Stock,

Wildfire Victim Recovery Bonds, other securitized bonds, Mandatory Convertible Preferred Stock

and other Securities as provided hereunder may be exempt from registration under (i) the Securities

Act of 1933 and all rules and regulations promulgated thereunder and (ii) any state or local law

requiring registration for the offer, issuance, or distribution of Securities, pursuant to section 1145 of

the Bankruptcy Code, without further act or action by any Entity, pursuant to another available

exemption from registration, such as section 4(a)(2) of the Securities Act and/or Regulation D

promulgated thereunder, or pursuant to Article III of the Securities Act, or such offer, issuance and

distribution may be registered under the Securities Act pursuant to an appropriate registration

statement. Any offer, issuance and distribution of Securities pursuant to any Backstop Commitment

Letter may be exempt from registration pursuant to section 4(a)(2) of the Securities Act and/or

Regulation D promulgated thereunder.

(b) Under section 1145 of the Bankruptcy Code, any securities issued under the

Plan that are exempt from such registration pursuant to section 1145(a) of the Bankruptcy Code will

be freely tradable by the recipients thereof, subject to (i) the provisions of section 1145(b)(1) of the

Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act

of 1933, (ii) compliance with any rules and regulations of the Securities and Exchange Commission,

if any, applicable at the time of any future transfer of such securities or instruments, (iii) the

restrictions, if any, on the transferability of such securities and instruments, including any

restrictions on the transferability under the terms of the New Organizational Documents, (iv) any

applicable procedures of DTC, and (v) applicable regulatory approval.

ARTICLE VII.

PROCEDURES FOR DISPUTED CLAIMS

7.1 Objections to Claims. Except as otherwise provided herein, in the Claims

Resolution Procedures, the Subrogation Claims RSA, and in the Wildfire Trust Agreements, the

Reorganized Debtors shall be entitled to object to Claims. The Subrogation Wildfire Trustee shall

be entitled to object to Subrogation Wildfire Claims. The Fire Victim Trustee shall be entitled to

object to Fire Victim Claims. Except as otherwise set forth in the Plan, Aany objections to Claims

shall be served and filed on or before the later of (i) one-hundred and eighty (180) days after the

Effective Date and (ii) such later date as may be fixed by the Bankruptcy Court (as the same may be

extended by the Bankruptcy Court for cause shown). Fire Victim Claims, other than those Claims

arising out of the 2015 Butte fires that were the subject of fully executed prepetition settlement

agreements with the Debtor(s) and any other Fire Victim Claim that is settled or Allowed by order of

the Bankruptcy Court prior to the Effective Date, are treated as unliquidated Disputed Claims under

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the Plan and shall be subject to resolution by the Fire Victim Trust in accordance with the Fire

Victim Claims Resolution Procedures, and the Plan shall be deemed an objection to such claims

under Bankruptcy Rule 3007.

7.2 Resolution of Disputed Administrative Expense Claims and Disputed

Claims. Except as otherwise provided for in the Plan, in the Claims Resolution Procedures, the

Subrogation Claims RSA, or in the Wildfire Trust Agreements, on and after the Effective Date, the

Reorganized Debtors shall have the authority to compromise, settle, otherwise resolve, or withdraw

any objections to Disputed Administrative Expense Claims or Disputed Claims and to compromise,

settle, or otherwise resolve any Disputed Administrative Expense Claims and Disputed Claims

without approval of the Bankruptcy Court, other than with respect to any Professional Fee Claims.

On and after the Effective Date, the Subrogation Wildfire Trustee shall have the authority to

compromise, settle, otherwise resolve, or withdraw any objections to Disputed Subrogation Wildfire

Claims without approval of the Bankruptcy Court. On and after the Effective Date, the Fire Victim

Trustee shall have the authority to compromise, settle, otherwise resolve, or withdraw any objections

to Disputed Fire Victim Claims without approval of the Bankruptcy Court. Notwithstanding the

foregoing, and for the avoidance of doubt, Subrogation Wildfire Claims and Other WildfireFire

Victim Claims may only be compromised, settled, or resolved pursuant to the applicable Claims

Resolution Procedures and Wildfire Trust Agreement.

7.3 Payments and Distributions with Respect to Disputed Claims.

Notwithstanding anything herein to the contrary, if any portion of a Claim is a Disputed Claim, no

payment or distribution provided hereunder shall be made on account of such Claim (including on

account of the non-Disputed portion of such Claim) unless and until such Disputed Claim becomes

an Allowed Claim.

7.4 Distributions After Allowance. After such time as a Disputed Claim

becomes, in whole but not in part, an Allowed Claim, the holder thereof shall be entitled to

distributions, if any, to which such holder is then entitled as provided in this Plan. Such

distributions shall be made as soon as practicable after the date that the order or judgment of the

Bankruptcy Court allowing such Disputed Claim (or portion thereof) becomes a Final Order.

7.5 Disallowance of Claims. Any Claims held by an Entity from which property

is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of

a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the

Bankruptcy Code, as determined by a Final Order, shall be deemed disallowed pursuant to section

502(d) of the Bankruptcy Code, and holders of such Claims may not receive any distributions on

account of such Claims until such time as such Causes of Action against that Entity have been

settled or a Final Order with respect thereto has been entered and all sums due, if any, to the Debtors

by that Entity have been turned over or paid to the Debtors or the Reorganized Debtors. Except as

otherwise provided herein or by an order of the Bankruptcy Court, all proofs of Claim filed after the

Effective Date shall be disallowed and forever barred, estopped, and enjoined from assertion, and

shall not be enforceable against any Reorganized Debtor, without the need for any objection by the

Reorganized Debtors or any further notice to or action, order, or approval of the Bankruptcy Court,

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other than a claim for damages arising from the rejection of an executory contract or unexpired

lease.

7.6 Estimation. Except as otherwise provided in the Plan, in the Claims

Resolution Procedures, and in the Wildfire Trust Agreements, or as ordered by the Bankruptcy

Court in the Other Wildfire Claims Estimation Proceeding, the Debtors or the Reorganized Debtors

(or the Subrogation Wildfire Trustee solely with respect to Disputed Subrogation Wildfire Claims

and the Fire Victim Trustee solely with respect to Disputed Fire Victim Claims) may determine,

resolve and otherwise adjudicate all contingent Claims or unliquidated Claims in the Bankruptcy

Court or such other court of the Debtors’, Reorganized Debtors’ or, the Subrogation Wildfire

Trustee’s or the Fire Victim Trustee’s choice having jurisdiction over the validity, nature or amount

thereof. The Debtors or the Reorganized Debtors (or the Subrogation Wildfire Trustee solely with

respect to Disputed Subrogation Wildfire Claims and the Fire Victim Trustee solely with respect to

Disputed Fire Victim Claims) may at any time request that the Bankruptcy Court estimate any

contingent Claims or unliquidated Claims pursuant to section 502(c) of the Bankruptcy Code for any

reason or purpose, regardless of whether any of the Debtors or the Reorganized Debtors (or the

Subrogation Wildfire Trustee solely with respect to Disputed Subrogation Wildfire Claims and the

Fire Victim Trustee solely with respect to Disputed Fire Victim Claims) have previously objected to

such Claim or whether the Bankruptcy Court has ruled on any such objection. The Bankruptcy

Court shall retain jurisdiction to estimate any Claim at any time during litigation concerning any

objection to any Claim, including, during the pendency of any appeal relating to any such objection.

If the Bankruptcy Court estimates any contingent Claim or unliquidated Claim, that estimated

amount shall constitute the maximum limitation on such Claim, and the Debtors or the Reorganized

Debtors (or the Subrogation Wildfire Trustee solely with respect to Disputed Subrogation Wildfire

Claims and the Fire Victim Trustee solely with respect to Disputed Fire Victim Claims) may pursue

supplementary proceedings to object to the ultimate allowance of such Claim; provided, that such

limitation shall not apply to Claims requested by the Debtors to be estimated for voting purposes

only. All of the aforementioned objection, estimation and resolution procedures are cumulative and

not exclusive of one another. Claims may be estimated and subsequently compromised, settled,

withdrawn, or resolved by any mechanism approved by the Bankruptcy Court. Notwithstanding

section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been

estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek

reconsideration of such Claim unless the holder of such Claim has filed a motion requesting the right

to seek such reconsideration on or before twenty (20) calendar days after the date such Claim is

estimated by the Bankruptcy Court. Notwithstanding the foregoing, and for the avoidance of doubt,

Subrogation Wildfire Claims and Other WildfireFire Victim Claims may only be compromised,

settled, or resolved pursuant to terms of the applicable Wildfire Trust Agreement.

ARTICLE VIII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

8.1 General Treatment.

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(a) As of, and subject to, the occurrence of the Effective Date and the payment of

any applicable Cure Amount, all executory contracts and unexpired leases of the Reorganized

Debtors shall be deemed assumed, unless such executory contract or unexpired lease (i) was

previously assumed or rejected by the Debtors, pursuant to a Final Order, (ii) previously expired or

terminated pursuant to its own terms or by agreement of the parties thereto, (iii) is the subject of a

motion to assume, assume and assign, or reject filed by the Debtors on or before the Confirmation

Date, or (iv) is specifically designated as an executory contract or unexpired lease to be rejected on

the Schedule of Rejected Contracts.

Notwithstanding the foregoing, as of and subject to the occurrence of the

Effective Date and the payment of any applicable Cure Amount, all power purchase agreements,

renewable energy power purchase agreements, and Community Choice Aggregation servicing

agreements of the Debtors shall be deemed assumed.

(b) Subject to the occurrence of the Effective Date, entry of the Confirmation

Order by the Bankruptcy Court shall constitute approval of the assumptions, assumptions and

assignments, or rejections provided for in this Plan pursuant to sections 365(a) and 1123 of the

Bankruptcy Code. Each executory contract and unexpired lease assumed pursuant to this Plan shall

vest in, and be fully enforceable by, the applicable Reorganized Debtor in accordance with its terms,

except as modified by the provisions of this Plan, any order of the Bankruptcy Court authorizing and

providing for its assumption or assumption and assignment, or applicable law.

8.2 Determination of Cure Disputes and Deemed Consent.

(a) Any monetary defaults under an assumed or assumed and assigned executory

contract or unexpired lease, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code,

by payment of the default amount, as reflected in the applicable cure notice, in Cash on the Effective

Date, subject to the limitations described below, or on such other terms as the parties to such

executory contracts or unexpired leases and the Debtors may otherwise agree.

(b) At least fourteen (14) days before the deadline set to file objections to

Cconfirmation Hearingof the Plan, the Debtors shall distribute, or cause to be distributed,

assumption and cure notices to the applicable third parties. Any objection by a counterparty to an

executory contract or unexpired lease to the proposed assumption, assumption and

assignment, or related Cure Amount must be filed, served, and actually received by the

Debtors at least seven (7) days before the deadline set to file objections to Cconfirmation

Hearingof the Plan. Any counterparty to an executory contract or unexpired lease that fails to

object timely to the proposed assumption, assumption and assignment, or Cure Amount will be

deemed to have assented to such assumption, assumption and assignment, or Cure Amount.

Notwithstanding anything herein to the contrary, in the event that any executory contract or

unexpired lease is removed from the Schedule of Rejected Contracts after such fourteen (14)-day

deadline, a cure notice with respect to such executory contract or unexpired lease will be sent

promptly to the counterparty thereof and a noticed hearing set to consider whether such executory

contract or unexpired lease can be assumed or assumed and assigned, as applicable.

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(c) In the event of an unresolved dispute regarding (i) any Cure Amount, (ii) the

ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future

performance” (within the meaning of section 365 of the Bankruptcy Code) under the executory

contract or unexpired lease to be assumed, or (iii) any other matter pertaining to assumption,

assumption and assignment, or the Cure Amounts required by section 365(b)(1) of the Bankruptcy

Code, such dispute shall be resolved by a Final Order (which order may be the Confirmation Order).

(d) If the Bankruptcy Court makes a determination regarding any of the matters

set forth in Section 8.2(c) above with respect to any executory contract or unexpired lease is greater

than the amount set forth in the applicable cure notice, as set forth in Section 8.8(a) below, the

Debtors or Reorganized Debtors, as applicable, shall have the right to alter the treatment of such

executory contract or unexpired lease, including, without limitation, to add such executory contract

or unexpired lease to the Schedule of Rejected Contracts, in which case such executory contract or

unexpired lease shall be deemed rejected as of the Effective Date.

(e) Assumption or assumption and assignment of any executory contract or

unexpired lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of

any Claims and Causes of Action against any Debtor or defaults by any Debtor, whether monetary

or nonmonetary, including those arising under sections 503(b)(9) or 546(c) of the Bankruptcy Code,

defaults of provisions restricting the change in control or ownership interest composition or other

bankruptcy-related defaults, arising underarising under any assumed executory contract or unexpired

lease at any time before the date that the Debtors assume or assume and assign such executory

contract or unexpired lease, whether monetary or nonmonetary, including all Claims arising under

sections 503(b)(9) or 546(c) of the Bankruptcy Code, any defaults of provisions restricting the

change in control or ownership interest composition, or any other bankruptcy-related defaults. Any

proofs of Claim filed with respect to an executory contract or unexpired lease that has been assumed

or assumed and assigned shall be deemed disallowed and expunged, without further notice to or

action, order, or approval of the Bankruptcy Court.

8.3 Rejection Damages Claims. In the event that the rejection of an executory

contract or unexpired lease hereunder results in damages to the other party or parties to such contract

or lease, any Claim for such damages, if not heretofore evidenced by a timely filed proof of Claim,

shall be forever barred and shall not be enforceable against the Debtors or the Reorganized Debtors,

or their respective estates, properties or interests in property, unless a proof of Claim is filed with the

Bankruptcy Court and served upon the Debtors or the Reorganized Debtors, as applicable, no later

than thirty (30) days after the later of (i) the Confirmation Date or (ii) the effective date of the

rejection of such executory contract or unexpired lease, as set forth on the Schedule of Rejected

Contracts or order of the Bankruptcy Court. The Confirmation Order shall constitute the

Bankruptcy Court’s approval of the rejection of all the leases and contracts identified in the

Schedule of Rejected Contracts.

8.4 Survival of the Debtors’ Indemnification Obligations. Any and all

obligations of the Debtors pursuant to their corporate charters, agreements, bylaws, limited liability

company agreements, memorandum and articles of association, or other organizational documents

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(including all Indemnification Obligations) to indemnify current and former officers, directors,

agents, or employees with respect to all present and future actions, suits, and proceedings against the

Debtors or such officers, directors, agents, or employees based upon any act or omission for or on

behalf of the Debtors shall remain in full force and effect to the maximum extent permitted by

applicable law and shall not be discharged, impaired, or otherwise affected by this Plan. All such

obligations shall be deemed and treated as executory contracts that are assumed by the Debtors

under this Plan and shall continue as obligations of the Reorganized Debtors. Any Claim based on

the Debtors’ obligations in this Section 8.4 herein shall not be a Disputed Claim or subject to any

objection, in either case, by reason of section 502(e)(1)(B) of the Bankruptcy Code or otherwise.

8.5 Assumption of Employee Benefit Plans. On the Effective Date, all

Employee Benefit Plans are deemed to be, and shall be treated as, executory contracts under this

Plan and, on the Effective Date, shall be assumed pursuant to sections 365 and 1123 of the

Bankruptcy Code.

8.6 Collective Bargaining Agreements.

(a) On or prior to the Effective Date, and subject to the occurrence of the

Effective Date, the Reorganized Debtors shall assume the Collective Bargaining Agreements.

8.7 Insurance Policies.

(a) All Insurance Policies (including all D&O Liability Insurance Policies and tail

coverage liability insurance), surety bonds, and indemnity agreements entered into in connection

with surety bonds to which any Debtor is a party as of the Effective Date shall be deemed to be and

treated as executory contracts and shall be assumed by the applicable Debtors or Reorganized

Debtor and shall continue in full force and effect thereafter in accordance with their respective

terms.

8.8 Reservation of Rights.

(a) The Debtors may amend the Schedule of Rejected Contracts and any cure

notice until the later of (i) through 4:00 p.m. (Pacific Time) on the Business Day immediately prior

to the commencement of the Confirmation Hearing or (ii) if Section 8.2(d) is applicable, the

Business Day seven (7) Business Days following the determination by the Bankruptcy Court, in

order to add, delete, or reclassify any executory contract or unexpired lease; provided, that if the

Confirmation Hearing is adjourned for a period of more than two (2) consecutive calendar days, the

Debtors’ right to amend such schedules and notices shall be extended to 4:00 p.m. (Pacific Time) on

the Business Day immediately prior to the adjourned date of the Confirmation Hearing, with such

extension applying in the case of any and all subsequent adjournments of the Confirmation Hearing.

(b) Neither the exclusion nor the inclusion by the Debtors of any contract or lease

on any exhibit, schedule, or other annex to this Plan or in the Plan Supplement, nor anything

contained in this Plan or in the Plan Documents, will constitute an admission by the Debtors that any

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such contract or lease is or is not an executory contract or unexpired lease or that the Debtors or the

Reorganized Debtors or their respective affiliates has any liability thereunder.

(c) Except as explicitly provided in this Plan, nothing herein shall waive, excuse,

limit, diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of

the Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired

or expired lease.

(d) Nothing in this Plan will increase, augment, or add to any of the duties,

obligations, responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable,

under any executory or non-executory contract or unexpired or expired lease.

8.9 Modifications, Amendments, Supplements, Restatements, or Other

Agreements. Unless otherwise provided in the Plan, each executory contract or unexpired lease that

is assumed shall include all modifications, amendments, supplements, restatements, or other

agreements that in any manner affect such executory contract or unexpired lease, and executory

contracts and unexpired leases related thereto, if any, including easements, licenses, permits, rights,

privileges, immunities, options, rights of first refusal, and any other interests, unless any of the

foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under

the Plan.

ARTICLE IX.

EFFECTIVENESS OF THE PLAN

9.1 Conditions Precedent to Confirmation of the Plan. The following are

conditions precedent to confirmation of the Plan:

(a) The Disclosure Statement Order has been entered by the Bankruptcy Court;

(b) The Bankruptcy Court shall have entered the Confirmation Order in form and

substance acceptable to the Debtors;

(c) The Debtors have received the CPUC Approval;

(d) The Subrogation Claims RSA shall be in full force and effect; and

(e) The Tort Claimants RSA shall be in full force and effect; and

(f) (e) The Backstop Commitment Letters, if necessary for the Plan Funding,

shall be in full force and effect and binding on all parties thereto, and shall not have been terminated

by the parties thereto.

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9.2 Conditions Precedent to the Effective Date. The following are conditions

precedent to the Effective Date of the Plan:

(a) The Confirmation Order shall have been entered by the Bankruptcy Court no

later than the June 30, 2020 date set forth in section 3292(b) of the Wildfire Legislation (A.B. 1054)

or any extension of such date;

(b) The Subrogation Claims RSA shall be in full force and effect;

(c) The Tort Claimants RSA shall be in full force and effect;

(d) (c) The Confirmation Order shall be in full force and effect, and no stay

thereof shall be in effect;

(e) (d) The Debtors shall have implemented all transactions contemplated by this

Plan;

(f) (e) All documents and agreements necessary to consummate the Plan shall

have been effected or executed;

(g) (f) The Debtors shall have elected, and received Bankruptcy Court approval

to, participate in and fund the Go-Forward Wildfire Fund;

(h) (g) The Debtors shall have obtained the Plan Funding;

(i) (h) The Debtors shall have received all authorizations, consents, legal and

regulatory approvals, rulings, letters, no-action letters, opinions, or documents that are necessary to

implement and consummate the Plan and the Plan Funding and that are required by law, regulation,

or order;

(j) (i) The CPUC Approval remains in full force and effect;

(j) The Debtors’ aggregate liability with respect to Other Wildfire Claims as

determined pursuant to the Other Wildfire Claims Estimation Proceeding shall not exceed the Other

Wildfire Claims Cap;

(k) The Subrogation Wildfire Trusts shall have been established and the

Subrogation Wildfire Trustees for eachshall have been appointed; and

(l) The Fire Victim Trust shall have been established, the Fire Victim Trustee

shall have been appointed and the Tax Benefits Payment Agreement shall have been fully executed;

and

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(m) (l) The Plan shall not have been materially amended, altered or modified from

the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or

modification has been made in accordance with Section 12.6 of the Plan.

It shall not be a condition to the occurrence of the Effective Date that Wildfire Victim

Recovery Bonds shall be available for the Plan Funding or that Wildfire Victim Recovery Bonds

Legislation shall have been enacted.

9.3 Satisfaction of Conditions. Except as otherwise provided herein, any actions

required to be taken on the Effective Date shall take place and shall be deemed to have occurred

simultaneously, and no such action shall be deemed to have occurred prior to the taking of any other

such action. If the Debtors determine that any of the conditions precedent set forth in Sections 9.1

or 9.2 hereof cannot be satisfied and the occurrence of such conditions is not waived pursuant to

Section 9.4, then the Debtors shall file a notice of the failure of the Effective Date with the

Bankruptcy Court.

9.4 Waiver of Conditions. The conditions set forth in Sections 9.1 or 9.2 may be

waived or modified only by the Debtors,Plan Proponents with the consent of the Backstop Parties

holding a majority of the Aggregate Backstop Commitment Amount (such consent not to be

unreasonably withheld, conditioned or delayed), and for Sections 9.1(d) and 9.2(b) only, the

Requisite Consenting Creditors, without notice, leave, or order of the Bankruptcy Court or any

formal action other than proceedings to confirm or consummate the Plan.; provided that for Sections

9.1(d) and 9.2(b) of the Plan only, the consent of the Requisite Consenting Creditors shall also be

required; provided further that for Sections 9.1(e) and 9.2(c) of the Plan only, the consent of the

Requisite Consenting Fire Claimant Professionals (as such term is defined in the Tort Claimants

RSA) shall also be required.

9.5 Effect of Non-Occurrence of Effective Date. If the Effective Date does not

occur on or before December 31, 2020, then: (a) the Plan will be null and void in all respects; and

(b) nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release

of any Claims, Interests, or Causes of Action by an Entity; (ii) prejudice in any manner the rights of

any Debtor or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or

undertaking of any sort by any Debtor or any other Entity.

ARTICLE X.

EFFECT OF CONFIRMATION

10.1 Binding Effect. Except as otherwise provided in section 1141(d)(3) of the

Bankruptcy Code, and subject to the occurrence of the Effective Date, on and after the entry of the

Confirmation Order, the provisions of this Plan shall bind every holder of a Claim against or Interest

in any Debtor and inure to the benefit of and be binding on such holder’s respective successors and

assigns, regardless of whether the Claim or Interest of such holder is impaired under this Plan and

whether such holder has accepted this Plan.

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10.2 Vesting of Assets. Upon the Effective Date, pursuant to sections 1141(b) and

(c) of the Bankruptcy Code, all assets and property of the Debtors shall vest in the Reorganized

Debtors, as applicable, free and clear of all Claims, Liens, charges, and other interests, except as

otherwise provided herein. The Reorganized Debtors may operate their businesses and use, acquire,

and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and

in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy

Code, except as otherwise provided herein.

10.3 Release and Discharge of Debtors. Upon the Effective Date and in

consideration of the distributions to be made hereunder, except as otherwise expressly provided

herein, each holder (as well as any representatives, trustees, or agents on behalf of each holder) of a

Claim or Interest and any affiliate of such holder shall be deemed to have forever waived, released,

and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code,

of and from any and all Claims, Interests, rights, and liabilities that arose prior to the Effective Date.

Upon the Effective Date, all such Persons shall be forever precluded and enjoined, pursuant to

section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim

against or Interest in the Debtors.

10.4 Term of Injunctions or Stays. Unless otherwise provided herein or in a

Final Order, all injunctions or stays arising under or entered during the Chapter 11 Cases under

section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date,

shall remain in full force and effect until the later of the Effective Date and the date indicated in the

order providing for such injunction or stay. The Trading Order shall remain enforceable as to

transfers through the Effective Date with respect to those persons having “beneficial ownership” of

“PG&E Stock” (as such terms are defined in Trading Order). Accordingly, the Trading Order has

no applicability or effect with respect to the trading of stock of Reorganized HoldCo after the

Effective Date.

10.5 Injunction Against Interference with Plan. Upon entry of the Confirmation

Order, all holders of Claims and Interests and other parties in interest, along with their respective

present or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined

from taking any actions to interfere with the implementation or consummation of the Plan; provided,

that nothing herein or in the Confirmation Order shall preclude, limit, restrict or prohibit any party

in interest from seeking to enforce the terms of the Plan, the Confirmation Order, or any other

agreement or instrument entered into or effectuated in connection with the consummation of the

Plan.

10.6 Injunction.

(a) Except as otherwise provided in this Plan or in the Confirmation Order, as of

the entry of the Confirmation Order but subject to the occurrence of the Effective Date, all Persons

who have held, hold, or may hold Claims or Interests are, with respect to any such Claim or Interest,

permanently enjoined after the entry of the Confirmation Order from: (i) commencing, conducting,

or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind

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(including, any proceeding in a judicial, arbitral, administrative, or other forum) against or affecting,

directly or indirectly, a Debtor, a Reorganized Debtor, or an estate or the property of any of the

foregoing, or any direct or indirect transferee of any property of, or direct or indirect successor in

interest to, any of the foregoing Persons mentioned in this subsection (i) or any property of any such

transferee or successor; (ii) enforcing, levying, attaching (including any prejudgment attachment),

collecting, or otherwise recovering in any manner or by any means, whether directly or indirectly,

any judgment, award, decree, or order against a Debtor, a Reorganized Debtor, or an estate or its

property, or any direct or indirect transferee of any property of, or direct or indirect successor in

interest to, any of the foregoing Persons mentioned in this subsection (ii) or any property of any such

transferee or successor; (iii) creating, perfecting, or otherwise enforcing in any manner, directly or

indirectly, any encumbrance of any kind against a Debtor, a Reorganized Debtor, or an estate or any

of its property, or any direct or indirect transferee of any property of, or successor in interest to, any

of the foregoing Persons mentioned in this subsection (iii) or any property of any such transferee or

successor; (iv) acting or proceeding in any manner, in any place whatsoever, that does not conform

to or comply with the provisions of this Plan to the full extent permitted by applicable law; and

(v) commencing or continuing, in any manner or in any place, any action that does not comply with

or is inconsistent with the provisions of this Plan; provided, that nothing contained herein shall

preclude such Persons who have held, hold, or may hold Claims against a Debtor or an estate from

exercising their rights, or obtaining benefits, pursuant to and consistent with the terms of this Plan,

the Confirmation Order, or any other agreement or instrument entered into or effectuated in

connection with the consummation of the Plan; provided further that this Section 10.6 shall not

apply to holders of Ghost Ship Fire Claims or Workers’ Compensation Claims or 2001 Utility

Exchange Claims.

(b) By accepting distributions pursuant to this Plan, each holder of an Allowed

Claim will be deemed to have affirmatively and specifically consented to be bound by this Plan,

including, the injunctions set forth in this Section.

10.7 Channeling Injunction.

(a) The sole source of recovery for holders of Subrogation Wildfire Claims

and Other WildfireFire Victim Claims shall be from the Subrogation Wildfire Trust and the

Other WildfireFire Victim Trust, as applicable. The holders of such Claims shall have no

recourse to or Claims whatsoever against the Reorganized Debtors or their assets and

properties. Consistent with the foregoing, all Persons that have held or asserted, or that hold

or assert any Subrogation Wildfire Claim or Other WildfireFire Victim Claim shall be

permanently and forever stayed, restrained, and enjoined from taking any action for the

purpose of directly or indirectly collecting, recovering, or receiving payments, satisfaction, or

recovery from any Reorganized Debtor or its assets and properties with respect to any

WildfireFire Claims, including all of the following actions:

(i) commencing, conducting, or continuing, in any manner, whether

directly or indirectly, any suit, action, or other proceeding of any kind in any forum

with respect to any such WildfireFire Claim, against or affecting any Reorganized

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Debtor, or any property or interests in property of any Reorganized Debtor with

respect to any such WildfireFire Claim;

(ii) enforcing, levying, attaching, collecting or otherwise recovering,

by any manner or means, or in any manner, either directly or indirectly, any judgment,

award, decree or other order against any Reorganized Debtor or against the property

of any Reorganized Debtor with respect to any such WildfireFire Claim;

(iii) creating, perfecting, or enforcing in any manner, whether directly

or indirectly, any Lien of any kind against any Reorganized Debtor or the property of

any Reorganized Debtor with respect to any such WildfireFire Claims;

(iv) asserting or accomplishing any setoff, right of subrogation,

indemnity, contribution, or recoupment of any kind, whether directly or indirectly,

against any obligation due to any Reorganized Debtor or against the property of any

Reorganized Debtor with respect to any such WildfireFire Claim; and

(v) taking any act, in any manner, in any place whatsoever, that does

not conform to, or comply with, the provisions of the Plan Documents, with respect to

any such WildfireFire Claim.

(b) Reservations. Notwithstanding anything to the contrary in this Section 10.7

of the Plan, this Channeling Injunction shall not enjoin:

(i) the rights of holders of Subrogation WildfireFire Claims and Other

WildfireFire Victim Claims to the treatment afforded them under the Plan, including the right

to assert such Claims in accordance with the applicable Wildfire Trust Agreements solely

against the applicable Wildfire Trust whether or not there are funds to pay such WildfireFire

Claims; and

(ii) the Wildfire Trusts from enforcing their rights under the Wildfire

Trust Agreements.

(c) Modifications. There can be no modification, dissolution, or termination of

the Channeling Injunction, which shall be a permanent injunction.

(d) No Limitation on Channeling Injunction. Nothing in the Plan, the

Confirmation Order, or the Wildfire Trust Agreements shall be construed in any way to limit the

scope, enforceability, or effectiveness of the Channeling Injunction provided for herein and in the

Confirmation Order.

(e) Bankruptcy Rule 3016 Compliance. The Debtors’ compliance with the

requirements of Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for

an injunction against conduct not otherwise enjoined under the Bankruptcy Code.

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10.8 Exculpation. Notwithstanding anything herein to the contrary, and to the

maximum extent permitted by applicable law, and except for the Assigned Rights and Causes

of Action solely to the extent preserved by Section 10.9(g), no Exculpated Party shall have or

incur, and each Exculpated Party is hereby released and exculpated from, any Claim, Interest,

obligation, suit, judgment, damage, demand, debt, right, Cause of Action, loss, remedy, or

liability for any claim (including, but not limited to, any claim for breach of any fiduciary duty

or any similar duty) in connection with or arising out of the administration of the Chapter 11

Cases; the negotiation and pursuit of the Public Entities Plan Support Agreements, the

Backstop Commitment Letters, the Subrogation Claims RSA, the Tort Claimants RSA, the

Exit Financing Documents, the Plan Funding, the DIP Facilities, the Disclosure Statement, the

Plan, the Restructuring Transactions, the Wildfire Trusts (including the Plan Documents, the

Claims Resolution Procedures and the Wildfire Trust Agreements), or any agreement,

transaction, or document related to any of the foregoing, or the solicitation of votes for, or

confirmation of, this Plan; the funding of this Plan; the occurrence of the Effective Date; the

administration of this Plan or the property to be distributed under this Plan; any membership

in (including, but not limited to, on an ex officio basis), participation in, or involvement with

the Statutory Committees; the issuance of Securities under or in connection with this Plan; or

the transactions in furtherance of any of the foregoing; except for Claims related to any act or

omission that is determined in a Final Order by a court of competent jurisdiction to have

constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled

to reasonably rely upon the advice of counsel with respect to their duties and responsibilities

pursuant to this Plan. The Exculpated Parties and each of their respective affiliates, agents,

directors, officers, employees, advisors, and attorneys have acted in compliance with the

applicable provisions of the Bankruptcy Code with regard to the solicitation and distributions

pursuant to this Plan and, therefore, are not, and on account of such distributions shall not be,

liable at any time for the violation of any applicable law, rule, or regulation governing the

solicitation of acceptances or rejections of this Plan or such distributions made pursuant to

this Plan, including the issuance of Securities thereunder. This exculpation shall be in addition

to, and not in limitation of, all other releases, indemnities, exculpations, and any other

applicable law or rules protecting such Exculpated Parties from liability.

10.9 Releases.

(a) Releases by the Debtors. As of and subject to the occurrence of the

Effective Date, except for the rights that remain in effect from and after the Effective Date to

enforce this Plan and the Plan Documents, and except for the Assigned Rights and Causes of

Action solely to the extent preserved by Section 10.9(g), for good and valuable consideration,

the adequacy of which is hereby confirmed, including, the service of the Released Parties to

facilitate the reorganization of the Debtors, the implementation of the Restructuring, and

except as otherwise provided in this Plan or in the Confirmation Order, the Released Parties

are deemed forever released and discharged, to the maximum extent permitted by law and

unless barred by law, by the Debtors, the Reorganized Debtors, and the Debtors’ estates, in

each case on behalf of themselves and their respective successors, assigns, and representatives

and any and all other Entities who may purport to assert any Cause of Action derivatively, by

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or through the foregoing Entities, from any and all claims, interests, obligations, suits,

judgments, damages, demands, debts, rights, Causes of Action, losses, remedies, or liabilities

whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors,

the Reorganized Debtors, or the Debtors’ estates, whether known or unknown, foreseen or

unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the

Reorganized Debtors, or the Debtors’ estates would have been legally entitled to assert in

their own right (whether individually or collectively) or on behalf of the holder of any Claim or

Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in

part, the Debtors, the Chapter 11 Cases, the WildfiresFires, the purchase, sale, or rescission of

the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject

matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in

this Plan, the business or contractual arrangements between any Debtor and any Released

Party, the DIP Facilities, the Plan Funding, the Restructuring, the restructuring of any Claim

or Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the Public

Entities Plan Support Agreements, the Backstop Commitment Letters, the Subrogation

Claims RSA, the Tort Claimants RSA, the Exit Financing Documents, the negotiation,

formulation, or preparation of the Disclosure Statement and this Plan and related agreements,

instruments, and other documents (including the Plan Documents, the Claims Resolution

Procedures, the Wildfire Trust Agreements, Public Entities Plan Support Agreements, the

Backstop Commitment Letters, the Subrogation Claims RSA, the Tort Claimants RSA, and

the Exit Financing Documents), the solicitation of votes with respect to this Plan, any

membership (including, but not limited to, on an ex officio basis), participation in, or

involvement with the Statutory Committees, or any other act or omission, transaction,

agreement, event, or other occurrence, and in all respects such Entities shall be entitled to

reasonably rely upon the advice of counsel with respect to their duties and responsibilities

pursuant to this Plan.

(b) Releases by Holders of Claims and Interests. As of and subject to the

occurrence of the Effective Date, except for the rights that remain in effect from and after the

Effective Date to enforce the Plan and the Plan Documents, and except for the Assigned Rights

and Causes of Action solely to the extent preserved by Section 10.9(g), for good and valuable

consideration, the adequacy of which is hereby confirmed, including, the service of the

Released Parties to facilitate the reorganization of the Debtors and the implementation of the

Restructuring, and except as otherwise provided in the Plan or in the Confirmation Order, the

Released Parties, are deemed forever released and discharged, to the maximum extent

permitted by law and unless barred by law, by the Releasing Parties from any and all claims,

interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action,

losses, remedies, and liabilities whatsoever, including any derivative claims, asserted or

assertable on behalf of the Debtors, and any claims for breach of any fiduciary duty (or any

similar duty), whether known or unknown, foreseen or unforeseen, existing or hereinafter

arising, in law, equity, or otherwise, that such holders or their affiliates (to the extent such

affiliates can be bound) would have been legally entitled to assert in their own right (whether

individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity,

based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the

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WildfiresFires, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale

of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the

transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the

business or contractual arrangements between any Debtor and any Released Party, the DIP

Facilities, the Plan Funding, the Restructuring, the restructuring of any Claim or Interest

before or during the Chapter 11 Cases, the Restructuring Transactions, the Public Entities

Plan Support Agreement, the Backstop Commitment Letters, the Subrogation Claims RSA,

the Tort Claimants RSA, the Exit Financing Documents, the negotiation, formulation, or

preparation of the Disclosure Statement, the Plan and related agreements, instruments, and

other documents (including the Plan Documents, the Claims Resolution Procedures, the

Wildfire Trust Agreements, Public Entities Plan Support Agreements, the Backstop

Commitment Letters, the Subrogation Claims RSA, the Tort Claimants RSA, and the Exit

Financing Documents), the solicitation of votes with respect to the Plan, any membership in

(including, but not limited to, on an ex officio basis), participation in, or involvement with the

Statutory Committees, or any other act or omission, transaction, agreement, event, or other

occurrence, and in all respects such Entities shall be entitled to reasonably rely upon the

advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

Notwithstanding the above, the holders of Ghost Ship Fire Claims and Workers’

Compensation Claims and 2001 Utility Exchange Claims retain the right to assert such Claims

against the Reorganized Debtors in accordance with the terms of the Plan; and nothing herein

shall be deemed to impose a release by holders of Other WildfireFire Victim Claims of

insurance claims arising under their insurance policies against holders of Subrogation

Wildfire Claims, other than any rights such holder may elect to release as part of any

settlement as set forth in Section 4.19(f)(ii) 4.18(f)(ii) hereof.

(c) Only Consensual Non-Debtor Releases. Except as set forth under Section

4.19(f)(ii) 4.18(f)(ii) hereof, for the avoidance of doubt, and notwithstanding any other

provision of this Plan, nothing in the Plan is intended to, nor shall the Plan be interpreted to,

effect a nonconsensual release by a holder of a Claim in favor of a party that is not a Debtor, it

being acknowledged that such holder shall be deemed to release a party that is not a Debtor

under the Plan solely to the extent that such holder consensually elects to provide such Plan

release in accordance with the opt-in release procedures set forth herein or in any applicable

Ballot. The holder of a Claim shall receive the same amount of consideration under the Plan

whether or not such holder elects to release a party that is not a Debtor in accordance with the

opt-in release procedures set forth herein or in any applicable Ballot.

(d) Release of Liens. Except as otherwise specifically provided in the Plan or

in any contract, instrument, release, or other agreement or document created pursuant to the

Plan, including the Exit Financing Documents, on the Effective Date and concurrently with the

applicable distributions made pursuant to the Plan and, in the case of a Secured Claim,

satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date,

all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of

the estates shall be fully released and discharged, and all of the right, title, and interest of any

holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert

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to the Reorganized Debtors and their successors and assigns, in each case, without any further

approval or order of the Bankruptcy Court and without any action or filing being required to

be made by the Debtors.

(e) Waiver of Statutory Limitations on Releases. Each releasing party in each

of theany general releases contained in the Plan (including under Article X of the Plan)

expressly acknowledges that although ordinarily a general release may not extend to claims

which the releasing party does not know or suspect to exist in his favor, which if known by it

may have materially affected its settlement with the party released, each releasing party has

carefully considered and taken into account in determining to enter into the above releases the

possible existence of such unknown losses or claims. Without limiting the generality of the

foregoing, and solely with respect to any general release under this Plan, each releasing party

expressly waives any and all rights conferred upon it by any statute or rule of law which

provides that a release does not extend to claims which the claimant does not know or suspect

to exist in its favor at the time of executing the release, which if known by it may have

materially affected its settlement with the released party, including the provisions of

California Civil Code section 1542. The releases contained in this Article X of the Plan are

effective regardless of whether those released matters are presently known, unknown,

suspected or unsuspected, foreseen or unforeseen.

(f) Injunction Related to Releases and Exculpation. The Confirmation Order

shall permanently enjoin the commencement or prosecution by any Person or Entity, whether

directly, derivatively, or otherwise, of any Claims, obligations, suits, judgments, damages, demands,

debts, rights, Causes of Action, losses, or liabilities released pursuant to this Plan, including, the

claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and

liabilities released or exculpated in this Plan. For the avoidance of doubt, this injunction shall not

apply to the rights of the Fire Victims Trust to prosecute and settle any Assigned Rights and Causes

of Action solely to the extent provided for in the Plan. Notwithstanding the above, the holders of

Ghost Ship Fire Claims and Workers’ Compensation Claims and 2001 Utility Exchange Claims

retain the right to assert such Claims against the Reorganized Debtors in accordance with the terms

of the Plan.

(g) No Release or Exculpation of Assigned Rights and Causes of Action.

Notwithstanding any other provision of the Plan, including anything in Section 10.8 and/or 10.9, the

releases, discharges, and exculpations contained in this Plan shall not release, discharge, or

exculpate any Person from the Assigned Rights and Causes of Action.

10.10 Subordination. The allowance, classification, and treatment of all Allowed

Claims and Interests and the respective distributions and treatments thereof under this Plan take into

account and conform to the relative priority and rights of the Claims and Interests in each Class in

connection with any contractual, legal, and equitable subordination rights relating thereto, whether

arising under general principles of equitable subordination, sections 510(a), 510(b), or 510(c) of the

Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors

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reserve the right to reclassify any Allowed Claim (other than any DIP Facility Claims) or Interest in

accordance with any contractual, legal, or equitable subordination relating thereto.

10.11 Retention of Causes of Action/Reservation of Rights.

(a) Except as otherwise provided in Section 10.9 hereof, nothing herein or in the

Confirmation Order shall be deemed to be a waiver or the relinquishment of any rights or Causes of

Action that the Debtors or the Reorganized Debtors may have or which the Reorganized Debtors

may choose to assert on behalf of their respective estates under any provision of the Bankruptcy

Code or any applicable nonbankruptcy law, including (i) any and all Claims against any Person or

Entity, to the extent such Person or Entity asserts a crossclaim, counterclaim, and/or Claim for setoff

which seeks affirmative relief against the Debtors, the Reorganized Debtors, or their officers,

directors, or representatives and (ii) for the turnover of any property of the Debtors’ estates.

(b) Nothing herein or in the Confirmation Order shall be deemed to be a waiver

or relinquishment of any rights or Causes of Action, right of setoff, or other legal or equitable

defense that the Debtors had immediately prior to the Petition Date, against or with respect to any

Claim left unimpaired by the Plan. The Reorganized Debtors shall have, retain, reserve, and be

entitled to assert all such claims, Causes of Action, rights of setoff, and other legal or equitable

defenses that they had immediately prior to the Petition Date fully as if the Chapter 11 Cases had not

been commenced, and all of the Reorganized Debtors’ legal and equitable rights with respect to any

Claim left unimpaired by the Plan may be asserted after the Confirmation Date to the same extent as

if the Chapter 11 Cases had not been commenced.

(c) The Reorganized Debtors reserve and shall retain the applicable Causes of

Action notwithstanding the rejection of any executory contract or unexpired lease during the

Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy

Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized

Debtors in accordance with the terms hereof. The Reorganized Debtors shall have the exclusive

right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle,

compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to

do any of the foregoing without the consent or approval of any third party or further notice to or

action, order, or approval of the Bankruptcy Court.

10.12 Preservation of Causes of Action. No Entity may rely on the absence of a

specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of

Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue

any and all available Causes of Action against them. The Debtors and the Reorganized Debtors

expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as

otherwise expressly provided herein.

10.13 Special Provisions for Governmental Units. Solely with respect to

Governmental Units, nothing herein shall limit or expand the scope of discharge, release, or

injunction to which the Debtors or the Reorganized Debtors are entitled under the Bankruptcy Code.

Further, nothing herein, including Sections 10.8 and 10.9 hereof, shall discharge, release, enjoin, or

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otherwise bar (a) any liability of the Debtors or the Reorganized Debtors to a Governmental Unit

arising on or after the Confirmation Date with respect to events occurring on or after the

Confirmation Date, (b) any liability to a Governmental Unit that is not a Claim, (c) any valid right of

setoff or recoupment of a Governmental Unit, (d) any police or regulatory action by a Governmental

Unit, (e) any environmental liability to a Governmental Unit that the Debtors, the Reorganized

Debtors, any successors thereto, or any other Person or Entity may have as an owner or operator of

real property after the Effective Date, or (f) any liability to a Governmental Unit on the part of any

Persons or Entities other than the Debtors or the Reorganized Debtors, provided, that nothing in this

Section 10.13 shall affect the Debtors’ releases in Section 10.9 hereof, nor shall anything herein

enjoin or otherwise bar any Governmental Unit from asserting or enforcing, outside the Bankruptcy

Court, any of the matters described in clauses (a) through (f) above.

10.14 Document Retention and Cooperation with the Fire Victim Trust. On and

after the Effective Date, the Reorganized Debtors may maintain documents in accordance with the

Debtors’ standard document retention policy, as may be altered, amended, modified, or

supplemented by the Reorganized Debtors. The Debtors and the Reorganized Debtors shall respond

to reasonable requests of the Fire Victim Trust for any non-privileged information and documents

related to the Assigned Claims and Causes of Action and the Fire Victim Claims or as reasonably

necessary for the administration of the Fire Victim Trust.

10.15 Solicitation of Plan. As of the Confirmation Date: (a) the Debtors shall be

deemed to have solicited acceptances of the Plan in good faith and in compliance with the applicable

provisions of the Bankruptcy Code, including sections 1125(a) and (e) of the Bankruptcy Code, and

any applicable non-bankruptcy law, rule, or regulation governing the adequacy of disclosure in

connection with such solicitation and (b) the Debtors and each of their respective directors, officers,

employees, affiliates, agents, restructuring advisors, financial advisors, investment bankers,

professionals, accountants, and attorneys shall be deemed to have participated in good faith and in

compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of any

securities under the Plan, and therefore are not, and on account of such offer, issuance, and

solicitation shall not be, liable at any time for any violation of any applicable law, rule, or regulation

governing the solicitation of acceptances or rejections of the Plan or the offer and issuance of any

securities under the Plan.

ARTICLE XI.

RETENTION OF JURISDICTION

11.1 Jurisdiction of Bankruptcy Court. On and after the Effective Date, the

Bankruptcy Court shall retain exclusive jurisdiction of all matters arising under, arising out of, or

related to the Chapter 11 Cases and the Plan pursuant to, and for the purposes of, sections 105(a) and

1142 of the Bankruptcy Code and for, among other things, the following purposes:

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(a) To hear and determine motions for and any disputes involving the assumption,

assumption and assignment, or rejection of executory contracts or unexpired leases and the

allowance of Claims resulting therefrom, including the determination of any Cure Amount;

(b) To determine any motion, adversary proceeding, application, contested

matter, and other litigated matter pending on or commenced before or after the Confirmation Date,

including, any proceeding with respect to a Cause of Action or Avoidance Action;

(c) To ensure that distributions to holders of Allowed Claims are accomplished as

provided herein;

(d) To consider Claims or the allowance, classification, priority, compromise,

estimation, or payment of any Claim, including any Administrative Expense Claims;

(e) To enter, implement, or enforce such orders as may be appropriate in the

event the Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated;

(f) To issue injunctions, enter and implement other orders, and take such other

actions as may be necessary or appropriate to restrain interference by any Person with the

consummation, implementation, or enforcement of the Plan, the Confirmation Order, or any other

order, judgment or ruling of the Bankruptcy Court, including enforcement of the releases,

exculpations, and the Channeling Injunction;

(g) To hear and determine any application to modify the Plan in accordance with

section 1127 of the Bankruptcy Code and to remedy any defect or omission or reconcile any

inconsistency in the Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including

the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects

thereof;

(h) To hear and determine all applications under sections 330, 331, and 503(b) of

the Bankruptcy Code for awards of compensation for services rendered and reimbursement of

expenses incurred prior to the Confirmation Date;

(i) To hear and determine disputes arising in connection with or related to the

interpretation, implementation, or enforcement of the Plan, the Confirmation Order, any transactions

or payments contemplated herein, or any agreement, instrument, or other document governing or

relating to any of the foregoing;

(j) To hear and determine disputes arising in connection with Disputed Claims;

(k) To take any action and issue such orders as may be necessary to construe,

enforce, implement, execute, and consummate the Plan or to maintain the integrity of the Plan

following consummation;

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(l) To recover all assets of the Debtors and property of the Debtors’ estates,

wherever located;

(m) To determine such other matters and for such other purposes as may be

provided in the Confirmation Order;

(n) To hear and determine matters concerning state, local, and federal taxes in

accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including the expedited

determination of taxes under section 505(b) of the Bankruptcy Code);

(o) To enforce all orders previously entered by the Bankruptcy Court;

(p) To hear and determine any other matters related hereto and not inconsistent

with the Bankruptcy Code and title 28 of the United States Code;

(q) To resolve any disputes concerning whether a Person or entity had sufficient

notice of the Chapter 11 Cases, the Disclosure Statement, any solicitation conducted in connection

with the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for

responding or objecting to a Cure Amount, in each case, for the purpose for determining whether a

Claim or Interest is discharged hereunder or for any other purpose;

(r) To determine any other matters or adjudicate any disputes that may arise in

connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order, the

Plan Supplement, or any document related to the foregoing; provided, that the Bankruptcy Court

shall not retain jurisdiction over disputes concerning documents contained in the Plan Supplement

that have a jurisdictional, forum selection or dispute resolution clause that refers disputes to a

different court;

(s) To hear and determine all disputes involving the existence, nature, or scope of

the Debtors’ discharge;

(t) To hear and determine any rights, claims, or Causes of Action held by or

accruing to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or any federal

or state statute or legal theory;

(u) To hear and determine any dispute involving the Wildfire Trusts, including

but not limited to the interpretation of the Wildfire Trust Agreements;

(v) To hear any other matter not inconsistent with the Bankruptcy Code; and

(w) To enter a final decree closing the Chapter 11 Cases.

To the extent that the Bankruptcy Court is not permitted under applicable law to preside over

any of the forgoing matters, the reference to the “Bankruptcy Court” in this Article XI shall be

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deemed to be replaced by the “District Court.” Nothing in this Article XI shall expand the exclusive

jurisdiction of the Bankruptcy Court beyond that provided by applicable law.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

12.1 Dissolution of Statutory Committees. On the Effective Date, the Statutory

Committees shall dissolve, the current and former members of the Statutory Committees, including

any ex officio members, and their respective officers, employees, counsel, advisors and agents, shall

be released and discharged of and from all further authority, duties, responsibilities and obligations

related to and arising from and in connection with the Chapter 11 Cases, except for the limited

purpose of prosecuting (i) requests for allowances of compensation and reimbursement of expenses

incurred prior to the Effective Date or (ii) any appeals of the Confirmation Order.

12.2 Substantial Consummation. On the Effective Date, the Plan shall be

deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

12.3 Exemption from Transfer Taxes. Pursuant to section 1146(a) of the

Bankruptcy Code, the issuance, transfer, or exchange of any Security or property hereunder or in

connection with the transactions contemplated hereby, the creation, filing, or recording of any

mortgage, deed of trust, or other security interest, the making, assignment, filing, or recording of any

lease or sublease, or the making or delivery of any deed, bill of sale, or other instrument of transfer

under, in furtherance of, or in connection with the Plan, or any agreements of consolidation, deeds,

bills of sale, or assignments executed in connection with any of the transactions contemplated

herein, shall constitute a “transfer under a plan” within the purview of section 1146 of the

Bankruptcy Code and shall not be subject to or taxed under any law imposing a stamp tax or similar

tax, to the maximum extent provided by section 1146(a) of the Bankruptcy Code. To the maximum

extent provided by section 1146(a) of the Bankruptcy Code and applicable nonbankruptcy law, the

Restructuring Transactions shall not be taxed under any law imposing a stamp tax or similar tax.

12.4 Expedited Tax Determination. The Reorganized Debtors may request an

expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed

for or on behalf of the Debtors or the Reorganized Debtors for all taxable periods of the Debtors

through the Effective Date.

12.5 Payment of Statutory Fees. On the Effective Date, and thereafter as may be

required, each of the Debtors shall pay all the respective fees payable pursuant to section 1930 of

chapter 123 of title 28 of the United States Code, together with interest, if any, pursuant to section

3717 of title 31 of the United States Code, until the earliest to occur of the entry of (i) a final decree

closing such Debtor’s Chapter 11 Case, (ii) a Final Order converting such Debtor’s Chapter 11 Case

to a case under chapter 7 of the Bankruptcy Code, or (iii) a Final Order dismissing such Debtor’s

Chapter 11 Case.

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12.6 Plan Modifications and Amendments. The Plan may be amended,

modified, or supplemented by the Debtors or the Reorganized Debtors, as applicablePlan

Proponents, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise

permitted by law without additional disclosure pursuant to section 1125 of the Bankruptcy Code,

except as the Bankruptcy Court may otherwise direct, so long as such action does not materially and

adversely affect the treatment of holders of Claims or Interests hereunder. The DebtorsPlan

Proponents may institute proceedings in the Bankruptcy Court to remedy any defect or omission or

reconcile any inconsistencies in the Plan or the Confirmation Order with respect to such matters as

may be necessary to carry out the purposes and effects of the Plan and any holder of a Claim or

Interest that has accepted the Plan shall be deemed to have accepted the Plan as so amended,

modified, or supplemented. Prior to the Effective Date, the DebtorsPlan Proponents may make

appropriate technical adjustments and modifications to the Plan without further order or approval of

the Bankruptcy Court; provided, that such technical adjustments and modifications do not materially

and adversely affect the treatment of holders of Claims or Interests.

12.7 Revocation or Withdrawal of Plan. The DebtorsPlan Proponents may

revoke, withdraw, or delay consideration of the Plan prior to the Confirmation Date, either entirely

or with respect to one or more of the Debtors, and to file subsequent amended plans of

reorganization. If the Plan is revoked, withdrawn, or delayed with respect to fewer than all of the

Debtors, such revocation, withdrawal, or delay shall not affect the enforceability of the Plan as it

relates to the Debtors for which the Plan is not revoked, withdrawn, or delayed. If the DebtorsPlan

Proponents revoke the Plan in its entirety, the Plan shall be deemed null and void. In such event,

nothing herein shall be deemed to constitute a waiver or release of any Claim by or against the

Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any other

Person in any further proceedings involving the Debtors.

12.8 Courts of Competent Jurisdiction. If the Bankruptcy Court abstains from

exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter

arising out of the Plan, such abstention, refusal, or failure of jurisdiction shall have no effect upon

and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having

competent jurisdiction with respect to such matter.

12.9 Severability. If, prior to entry of the Confirmation Order, any term or

provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the

Bankruptcy Court, in each case at the election and request of the Debtors may alter and interpret

such term or provision to make it valid or enforceable to the maximum extent practicable, consistent

with the original purpose of the term or provision held to be invalid, void, or unenforceable, and

such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such

holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan shall

remain in full force and effect and shall in no way be affected, impaired, or invalidated by such

holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial

determination and provide that each term and provision hereof, as it may have been altered or

interpreted in accordance with the foregoing, is (a) valid and enforceable pursuant to its terms; (b)

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integral to the Plan and may not be deleted or modified except in accordance with the terms of the

Plan; and (c) nonseverable and mutually dependent.

12.10 Governing Law. Except to the extent the Bankruptcy Code or other U.S.

federal law is applicable, or to the extent a schedule hereto, or a schedule in the Plan Supplement

expressly provides otherwise, the rights, duties, and obligations arising hereunder shall be governed

by, and construed and enforced in accordance with, the laws of the State of California, without

giving effect to the principles of conflicts of law thereof to the extent they would result in the

application of the laws of any other jurisdiction.

12.11 Schedules and Exhibits. The schedules and exhibits to the Plan and the Plan

Supplement are incorporated into, and are part of, the Plan as if set forth herein.

12.12 Successors and Assigns. All the rights, benefits, and obligations of any

Person named or referred to herein shall be binding on, and inure to the benefit of, the heirs,

executors, administrators, successors, and/or assigns of such Person.

12.13 Time. In computing any period of time prescribed or allowed herein, unless

otherwise set forth herein or determined by the Bankruptcy Court, the provisions of Bankruptcy

Rule 9006 shall apply.

12.14 Notices. To be effective, all notices, requests, and demands to or upon the

Debtors shall be in writing (including by facsimile or electronic transmission) and, unless otherwise

expressly provided herein, shall be deemed to have been duly given or made when actually

delivered, or in the case of notice by facsimile transmission, when received and telephonically

confirmed, addressed as follows:

If to the Debtors, to:

PG&E Corporation and Pacific Gas and

Electric Company

77 Beale Street

San Francisco, CA 94105

Attn: Janet Loduca, Senior Vice President and

General Counsel

E-mail:

J1Lc@pge.comjanet.loduca@pge.com

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn: Stephen Karotkin, Ray C. Schrock,

Jessica Liou and Matthew Goren

Telephone: (212) 310-8000

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019-7475

Attn: Kevin J. Orsini, Paul H. Zumbro

Telephone: (212) 474-1000

Email: korsini@cravath.com,

pzumbro@cravath.com

Keller & Benvenutti LLP

650 California Street, Suite 1900

San Francisco, CA 94108

Attn: Tobias S. Keller, Peter J. Benvenutti,

and Jane Kim

Telephone: (415) 796 0709

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E-mail: stephen.karotkin@weil.com,

ray.schrock@weil.com,

jessica.liou@weil.com,

matthew.goren@weil.com

Email: tkeller@kellerbenvenutti.com,

pbenvenutti@kellerbenvenutti.com,

jkim@kellerbenvenutti.com

If to the Creditors Committee:, to:

Milbank LLP

55 Hudson Yards

New York, New York 10001-2163

Attn: Dennis F. Dunne

Telephone: (212) 530-5000

Email: ddunne@milbank.com

Milbank LLP

2029 Century Park East, 33rd Floor

Los Angeles, CA US 90067-3019

Attn: Thomas A. Kreller

Telephone: (424) 386-4000

Email: tkreller@milbank.com

If to the Shareholder Proponents, to:

Jones Day

555 South Flower Street

Fiftieth Floor

Los Angeles, CA 90071-2300

Attn: Bruce S. Bennett, Joshua M. Mester

and James O. Johnston

Telephone: (213) 489-3939

E-mail: bbennett@jonesday.com,

jmester@jonesday.com,

jjohnston@jonesday.com

If to the Tort Claimants Committee:, to:

Baker & Hostetler LLP

1160 Battery600 Montgomery Street, Suite

3100

San Francisco, CA 94111

Attn: Robert Julian and Cecily A. Dumas

Telephone: (628) 208 6434

Email: rjulian@bakerlaw.com and

cdumas@bakerlaw.com

Baker & Hostetler LLP

11601 Wilshire Boulevard, Suite 1400

Los Angeles, CA 90025

Attn: Eric E. Sagerman and Lauren T. Attard

Telephone (310) 820 8800

Email: esagerman@bakerlaw.com,

lattard@bakerlaw.com

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If to the U.S. Trustee:, to:

United States Department of Justice

Office of the U.S. Trustee

450 Golden Gate Avenue, Suite 05-0153

San Francisco, CA 94102

Attn: Andrew R. Vara and Timothy S.

Laffredi

Telephone: (415) 705-3333

Email: Andrew.R.Vara@usdoj.gov and

Timothy.S.Laffredi@usdoj.gov

After the occurrence of the Effective Date, the Reorganized Debtors have authority to

send a notice to Entities that in order to continue to receive documents pursuant to Bankruptcy Rule

2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy Rule

2002. After the occurrence of the Effective Date, the Reorganized Debtors are authorized to limit

the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities that have

filed such renewed requests.

12.15 Reservation of Rights. Except as otherwise provided herein, this Plan shall

be of no force or effect unless the Bankruptcy Court enters the Confirmation Order. None of the

filing of this Plan, any statement or provision of this Plan, or the taking of any action by the Debtors

with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the

Debtors with respect to any Claims or Interests prior to the Effective Date.

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Dated: NovDecember 412, 2019

San Francisco, California

Respectfully submitted,

PG&E CORPORATION

By: 

Name: Jason P. Wells

Title: Executive Vice President and Chief Financial

Officer

PACIFIC GAS AND ELECTRIC COMPANY

By: 

Name: David S. Thomason

Title: Vice President, Chief Financial Officer and

Controller

SHAREHOLDER PROPONENTS

By: 

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-

Mandatory Convertible Preferred Stock Term Sheet1

Term Sheet for

5.00% Mandatory Convertible Preferred Stock

Issuer: PG&E Corporation (“PG&E”)

Title of Securities:

 

5.00% Mandatory Convertible Preferred Stock of PG&E (the

“Mandatory Convertible Preferred Stock”)

Shares of Mandatory Convertible Preferred

Stock Offered by PG&E: Up to [●] shares

Offering Price:

Issue Date:

$1,000 per share of the Mandatory Convertible Preferred Stock

The Effective Date of the Plan

Liquidation Preference: $1,000 per share

Dividends:

 

5.00% of the Liquidation Preference of $1,000 per share of the

Mandatory Convertible Preferred Stock per year (equivalent to

$50 per annum per share), when, as and if declared by the

Board, payable in cash or, by delivery of additional shares of

Mandatory Convertible Preferred Stock or any combination of

cash and shares of Mandatory Convertible Preferred Stock, as

determined by PG&E in its sole discretion

Floor Price:

 

100% of the Initial Price, subject to standard anti-dilution

adjustments

Dividend Payment Dates:

 

If declared, January 1, April 1, July 1 and October 1 of each

year, commencing on (TBD)

Dividend Record Dates:

 

The March 15, June 15, September 15 and December 15

immediately preceding the next dividend payment date

Redemption:

 

The Mandatory Convertible Preferred Stock will be redeemable

on terms and conditions to be determined

Initial Price: A per share price equal to (a) the greater of (i) an Implied P/E

Multiple of 13.5 or (ii) the Implied P/E Multiple of a Permitted

Equity Offering, times (b) the Normalized Estimated Net

Income as of the Determination Date, divided by (c) the number

Exhibit A

Fires

1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such

terms in the Backstop Commitment Letters.

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of fully diluted shares of PG&E (calculated using the treasury

stock method) that will be outstanding as of the Effective Date.

Threshold Appreciation Price:

 

110% of the Initial Price, subject to standard ant-dilution

adjustments

Mandatory Conversion Date:

 

1/8th of the Mandatory Convertible Preferred Stock will convert

into PG&E common stock 90, 180, 270, 360, 450, 540, 630,

and 720 days from Issue Date

Conversion Rate:

 

Upon conversion on the Mandatory Conversion Date, the

conversion rate for each share of the Mandatory Convertible

Preferred Stock will be not more than [●] shares of PG&E

common stock (the “Maximum Conversion Rate”) and not less

than [●] shares of PG&E common stock (the “Minimum

Conversion Rate”), depending on the Applicable Market Value

of the PG&E common stock subject to standard anti-dilution

adjustments. The following table illustrates the conversion rate

per share of the Mandatory Convertible Preferred Stock (in

each case, subject to standard anti-dilution adjustments):

Applicable Market Value of

the PG&E Common Stock 

Conversion rate (number of shares of

PG&E Common Stock to be received

upon

conversion of each share of the

Mandatory Convertible Preferred

Stock)

Greater than 110% of the Initial

Price (which is the Threshold

Appreciation Price) 

[●] shares (approximately equal to

$1,000 divided by the Threshold

Appreciation Price)

Equal to or less than the Threshold

Appreciation Price but greater than

or equal to the Floor Price

 

Between [●] and [●] shares,

determined by dividing $1,000 by

the Applicable Market Value of

the PG&E common stock

Less than the Floor Price

 

[●] shares (approximately equal to

$1,000 divided by the Floor Price)

Applicable Market Value:

Conversion at the Option of the Holder:

 

The “Applicable Market Value” shall be the 10-trading day VWAP

immediately preceding the applicable Mandatory Conversion Date

At any time prior to final Mandatory Conversion Date, holders of the

Mandatory Convertible Preferred Stock have the option to elect to

convert their shares of the Mandatory Convertible Preferred Stock in

whole or in part (but in no event less than one share of the Mandatory

Convertible Preferred Stock), into shares of PG&E common stock at the

Minimum Conversion Rate of shares of PG&E common stock per share

of the Mandatory Convertible Preferred Stock. This Minimum

Conversion Rate is subject to standard anti-dilution adjustments.

Limitation on Ownership No holder, together with persons who have a formal or informal

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understanding with such assignee to make a coordinated acquisition of

stock, shall acquire beneficial ownership (within the meaning of Section

382 and the Treasury Regulations) of more than 4.75% of the

outstanding Mandatory Convertible Preferred Stock without the prior

written consent of PG&E.

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Exhibit B

Wildfires

1. Butte Fire (2015)

2. North Bay Wildfires (2017):

a. LaPorte

b. McCourtney

c. Lobo

d. Honey

e. Redwood / Potter Valley

f. Sulphur

g. Cherokee

h. 37

i. Blue

j. Pocket

k. Atlas

l. Cascade

m. Nuns

n. Adobe

o. Norrbom

p. Pressley

q. Partrick

r. Pythian / Oakmont

s. Maacama

t. Tubbs

u. Point

v. Sullivan

3. Camp Fire (2018)

4. Ghost Ship Fire (2016)

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Exhibit B

MUTUAL MADE WHOLE RELEASE

The terms “Claimant” and “Insurer,” are defined in Paragraph G. below.

______, Trustee of the Fire Victim Trust, the undersigned party or personal representative

(referred to herein as “Claimant”), individually and on behalf of the estate of the Claimant, and the

Insurer (collectively, the “Parties” or “Releasees”) agree as follows:

A. Whereas, the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization

dated ______________ (the “Plan”), was confirmed by an order of the United States

Bankruptcy Court for the Northern District of California entered on ______________, 2020,

and the Plan became effective on _________, 2020.

B. Whereas the Plan provides for the treatment of all allowed Fire Victim Claims (as defined in

the Plan) against the Debtors through the Fire Victim Trust (as defined in the Plan) and for

the discharge of the Debtors from any further or other liability on account of all Fire Victim

Claims.

C. Whereas the Plan provides for the treatment of all allowed Subrogation Wildfire Claims (as

defined in the Plan) against the Debtors through the Subrogation Wildfire Trust (as defined

in the Plan) and for the discharge of the Debtors from any further or other liability on

account of all Subrogation Wildfire Claims.

D. Whereas, the Plan provides that the Fire Victim Claims are administered by a Fire Victim

Trust and a Fire Victim Trustee who operates independent from the Debtors, holders of the

Fire Subrogation Claims, and the Insurer. Neither the Debtors, holders of the Fire

Subrogation Claims, nor the Insurer shall have any right to participate in the administration

of the Fire Victim Trust, review any allocation or distribution decision of the Trustee or

Trust Oversight Committee, including that of the Claimant, or make any claim for money

against the Trust or the Trustee in any way or at any time.

E. Whereas, the Trustee and Fire Victim Trust Oversight Committee have reviewed and advised

the Claimant of (a) the total amount paid into the Fire Victim Trust available for

compensation to the Fire Victims, (b) the total number of claims made against the Fire

Victim Trust, (c) the process by which trust funds will be allocated and distributed, and (d)

the total allocated amount from the Fire Victim Trust to the Claimant (“Total Allocation

Award”).

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F. Whereas, the Claimant has reviewed the Total Allocation Award.

G. Whereas, the Plan provides the Claimant and the Insurer execute a mutual limited release

after the Claimant has reviewed the Total Allocation Award wherein the Claimant agrees to

release only their claim against the Insurer under the Made Whole Doctrine (see Paragraph

1) and no other claim, cause of action, defense or remedy against the Insurer, and the Insurer

agrees to release the Claimant as described herein in Paragraph 3. For the purpose of this

Release, “Claimant” includes the Claimant’s heirs, legal representatives, successor or assigns

and “Insurer” includes the Claimants’ insurance carriers, their past and present holders of

insurance subrogation claims against the Debtors (and their direct and indirect assignors or

assignees), and each of their directors, officers, agents, consultants, financial advisers,

employees, attorneys, predecessors, successors and assigns.

H. Whereas, nothing in this Release is an affirmation, representation, or an acknowledgment

that the Claimant has in fact been fully compensated for their damages covered by the

contract of insurance between the Insurer and the Claimant. The parties agree that Court’s

approval of the Plan and the Claimants’ acceptance of the Total Allocation Award does not

establish that the Claimant has been fully compensated under California law for their

compensable damages as a result of the fire to the extent those damages are covered by

insurance.

I. Whereas, the Insurer has agreed to the terms, provisions, and agreements of this Mutual

Release in a separate agreement dated _______, 20__, affirming, adopting, and attaching a

copy of this Mutual Release (“Insurer Adoption Agreement”). This Mutual Release is

conditioned upon the Insurer, or the Insurer’s successor on behalf of the Insurer, filing in the

Chapter 11 case the Insurer Adoption Agreement, which states the Insurer releases, as to the

Made Whole Doctrine only, each Claimant who signs and agrees to the terms of this Mutual

Release. The terms, provisions, and agreements of the Insurer Adoption Agreement are

incorporated herein by reference. Insurer’s consent and agreement to the terms, provisions,

and agreements of this Mutual Release shall be effective upon the signature of the Claimant.

J. Whereas, this release is not required for the Trustee to allocate and distribute preliminary

awards to individuals on a case by case basis for humanitarian or urgent needs.

NOW, THEREFORE, in consideration for the agreements described in this Release and

other good and valuable consideration, the Claimant and the Insurer agree as follows:

1. By accepting the Total Allocation Award, the Claimant hereby waives and releases

their rights, known or unknown, to assert the Made Whole Doctrine against the Insurer. Claimant is

not waiving or releasing any other claim, cause of action, defense, or remedy against Insurer. Also,

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by signing this agreement, the Claimant is not agreeing as a factual matter that the Claimant has

been fully compensated for each and every category of their damages under California law.

2. The Claimant is not releasing any claims the Claimant may have against the Insurer

other than the Claimant’s foregoing waiver set forth in Paragraph 1. The Parties to this Release

further agree and acknowledge that the Claimant is not releasing any claims, except and only to the

extent set forth above, they might have against the Insurer, including but not limited to those claims

or causes of action related to: (1) the policy of insurance and what is still owed or to be paid under

the policy terms and conditions; (2) the right to pursue claims already made or to make new or

continued claims under the policy; (3) claims handling issues; (4) delay in paying claims under the

policy; (5) inadequate or untimely communication relating to the claim; (6) unreasonable positions

taken relating to coverage, payment of the claim, acknowledging coverage, or day-to-day claims

decisions; (7) actions or inactions of insurance agents or brokers in underwriting, securing,

adjusting, calculating or recommending coverage; (8) coverage issues over policy language; (9) any

action for bad faith or breach of the covenant of good faith and fair dealing; (10) any claims to

reform or modify the terms of any policy; (12) any rights to recover damages for breach of contract

or tort (including punitive damages), penalties or equitable relief; (13) any claims of violations of

statutory or regulatory obligations; or (14) any claim for unfair business acts or practices.

3. The Insurer agrees to release and waive any right to make claim for any amount paid

to the Claimant pursuant to the Fire Victim Trust or to assert as a defense, offset or reduction, the

money paid to the Claimant from the Fire Victim Trust, which belongs solely to the Claimant. The

Claimant agrees to make no claim on the money paid to the Insurer from the Subrogation Wildfire

Trust. In agreeing to this limited release, Insurer is not releasing any claim, cause of action, defense,

or remedy it may have against the Claimant other than Claimant’s foregoing release of any Made

Whole Doctrine claim.

4. The Insurer is not releasing any claims the Insurer may have against Claimant other

than the Insurer’s foregoing waiver set forth in Paragraph 3. The Parties to this Release further

agree and acknowledge that the Insurer is not releasing any claims, except and only to the extent set

forth above, it might have against the Claimant, including but not limited to those claims related to:

(1) the policy of insurance and what is still owed or to be paid under the policy terms and conditions;

(2) defenses to garden variety claims handling issues unrelated to the Made Whole Doctrine; (3)

defenses related to delay in paying claims under the policy; (4) defenses to alleged inadequate or

untimely communication relating to the claim; (5) defenses to alleged unreasonable positions taken

relating to coverage, payment of the claim, acknowledging coverage, or day-to-day claims decisions;

(6) defenses to actions or inactions of insurance agents or brokers in securing coverage; (7) coverage

issues over policy language unrelated to Made Whole Doctrine; or (8) defenses to any common law

action for bad faith unrelated to Made Whole Doctrine.

5. The Insurer further agrees that the Total Allocation Award shall not be the subject of

discovery or mentioned in any pleadings in any state or federal court action or admissible in

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evidence in any state or federal court action for any of the causes of action or claims for relief

identified in Paragraphs 2 or 4. Claimant agrees that the amount paid to Insurer from the

Subrogation Wildfire Trust shall not be the subject of discovery or mentioned in any pleadings in

any state or federal court action or admissible in evidence in any state or federal court action.

6. To the extent that the Claimant brings a claim for breach of contract, wrongful denial

of coverage and/or bad faith against the Insurer, the Insurer shall not assert in any way or at any time

that the Claimant should have or could have pursued that claim against the Debtors, the Fire Victim

Trust, or any other party. The Insurer agrees that that it will not assert in any action or proceeding

covered under Paragraph 2 or 4 that the Claimant has been compensated as a result of the Claimant’s

settlement with the Debtors.

7. Both the Claimant and the Insurer agree that this Release gives the parties released

the status of third-party beneficiary of the Release, and such Releasees may enforce this Release and

any rights or remedies set forth herein.

8. This Release contains the entire agreement between the parties as to the subject

matter hereof and is effective immediately upon signing. Likewise the release in Paragraph 1 is

effective immediately upon signing. If there is a conflict between this Release and any other prior or

contemporaneous agreement between the parties concerning the subject matter of the Release, the

Release controls.

9. The law of the State of California shall govern the interpretation of this Release. The

Bankruptcy Court has jurisdiction to resolve any disputes under this agreement.

10. Each Releasor states that he, she, or it is of legal age, with no mental disability of any

kind, is fully and completely competent, and is duly authorized to execute this Release on Releasor’s

own behalf. Releasor further states that this Release has been explained to Releasor and that

Releasor knows the contents as well as the effect thereof. Releasor further acknowledges that

Releasor executed this Release after consulting with Releasor’s attorney or the opportunity to

consult with an attorney.

11. For avoidance of doubt, the Made Whole Doctrine is described herein. Subrogation

is a doctrine that permits an insurance company, or its assignees, to assert the rights and remedies of

an insured against a third party tortfeasor. The Made Whole Doctrine is a common law exception to

insurer's right of subrogation. The Made Whole Doctrine, under certain circumstances, could

preclude an insurer from recovering any third-party funds unless and until the insured has been made

whole for the loss. Both the Claimant and Insurer agree that this Release does not modify, abrogate

or affect any prior release or waiver between the Parties arising from the Fire.

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12. Consistent with the foregoing, it is expressly understood and agreed by claimant that

claimant is waiving and releasing all known or unknown claims under the Made Whole Doctrine. It

is expressly understood and agreed by insurer that insurer is waiving and releasing all known or

unknown claims under the Made Whole Doctrine as to claimant.

Executed on this [●] day of [●], 20[●].

BY CLAIMANT [Add Name]:

_________________________________

Signature of Claimant or Representative

_________________________________

Printed Name of Signator

_________________________________

Capacity of Signator

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Summary report:

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12/12/2019 8:25:55 PM

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Modified DMS: iw://WEILDMS/WEIL/97311006/2

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