Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 1 of 33
EXHIBIT G
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 2 of 33
INSURANCE SETTLEMENT AGREEMENT AND POLICY/CLAIM RELEASE
This Settlement Agreement and Policy/Claim Release (the "Insurance Settlement
Agreement") is made as of this 13 th day of November, 2009, by and between Robert Gannon,
Jerrold P. Pederson, Tucker Hart Adams, Alan F. Cain, John G. Connors, R. D. Corette, John R.
Jester, Michael E. Zimmerman, John D. Haffey, Noble E. Vosburg, Kay Foster, Carl Lehrkind
III; Deborah D. McWhinney, M. J. Meldahl, The Touch America Holdings, Inc. Plan Trust,
Clark Fork & Blackfoot LLC, and NorthWestern Corporation (collectively the "Insureds"), on
the one hand, and AEGIS Insurance Company ("AEGIS"), Twin City Fire Insurance Company
("Twin City"), and Federal Insurance Company ("Federal") (collectively the "Insurers") on the
other. Insureds and Insurers will collectively be referred to as the "Parties".
RECITALS
A. For the policy period of May 1, 1999 to February 15, 2008, AEGIS issued to
Montana Power Company Directors and Officers Liability Insurance Policy No. D0030AIA199
with a $35 million limit of liability ("AEGIS Policy").
B. For the policy period of July 15, 2000 to February 15, 2008, Twin City issued to
Montana Power Company Excess Financial Products Insurance Policy No. NDA0155398 that
provided $15 million limit of liability in excess of the $35 million total limits of liability
provided by the AEGIS Policy ("Twin City Policy").
C. For the policy period of May 1, 1999 to February 15, 2008, Federal issued to
Montana Power Company Excess Policy No. 8141-60-17B that provided $25 million limit of
liability in excess of the $50 million total limits of liability provided by the AEGIS Policy and
Twin City Policy ("Federal Policy"). The AEGIS Policy, Twin City Policy and Federal Policy
are collectively referred to herein as the "Policies".
D. Wherein, a Master Settlement Agreement, dated was executed by and
between the parties in the following actions, collectively referred to herein as the "Lawsuits":
1) Bankruptcy Court D&O Action: Brent Williams as Plan Trustee for Touch
America Holdings, Inc. and its Affiliated Debtor Entities, as Successor in
Interest to the Former Committee of Unsecured Creditors v. Robert P.
Gannon, et al., Case No. 03-11915 (KJC), United States Bankruptcy Court for
the District of Delaware;
2) Bankruptcy Court Shareholder Action: Brent Williams as Plan Trustee for
Touch America Holdings, Inc. and its Affiliated Debtor Entities, as Successor
in Interest to the Former Committee of Unsecured Creditors v. Margaret A.
McGreevey, et al., Case No. 08-51415, United States Bankruptcy Court for
the District of Delaware;
3) ERISA Action: In re Touch America Holdings, Inc. ERISA Litigation, Case
No. CV-02-106-BU-SHE, United States District Court for the District of
Montana;
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 3 of 33
4) McGreevey Actions: Margaret A. McGreevey, et al. v. Montana Power
Company, et al., Case No. CV-03-01-BU-SHE; and Margaret McGreevey,
Joan Barkell, and Joseph Martelli v. Associated Electric & Gas Insurance
Services Limited, Case No. CV-04-16-BU-SHE, United States District Court
for the District of Montana;
5) Plan Trust Action: Plan Trust of Touch America Holdings, Inc. v. Goldman,
Sachs & Co., et aI., Case No. CV-04-87-BU-SHE, United States District
Court for the District of Montana;
6) Securities Action: In re Touch America Holdings, Inc. Securities Litigation,
Case No. CV-02-0057-BU-SHE, United States District Court for the District
of Montana; and
7) AEGIS Action: Margaret McGreevey, Joann Barkell, and Joseph Martelli v.
Associated Electric and Gas Insurance Services Limited, Case No. CV-04-16-
BU-SHE, United States District for the District of Montana.
E. Wherein, the Master Settlement Agreement attaches the following settlement
agreements:
1) The McGreevey Settlement Agreement: the parties in the McGreevey
Actions have executed an Agreement of Compromise and Settlement-
McGreevey Actions, dated , 2009 that constitutes a compromise
of matters that are in dispute in the McGreevey Actions.
2) The Plant Trust Settlement Agreement: the parties in the Plan Trust Action
have also executed an Agreement of Compromise and Settlement-Plan
Trust Action, dated , that constitutes a compromise of matters that
are in dispute in the Plan Trust Action.
3) The Securities Settlement Agreement: the parties in the Securities Action
have also executed an Agreement of Compromise and Settlement-Securities
Action, dated 2009 that constitutes a compromise of matters that
are in dispute in the Securities Action.
4) The ERISA Settlement Agreement: parties in the ERISA Action have also
executed an Agreement of Compromise and Settlement-ERISA Action,
dated 2009 that constitutes a compromise of matters that are in
dispute in the ERISA Action.
5) The Bankruptcy Court D&O Settlement Agreement: the parties in the
Bankruptcy Court D&O Action have also executed an Agreement of
Compromise and Settlement- Bankruptcy Court D&O Action, dated
_ _ _ _, 2009 that constitutes a compromise of matters that are in dispute
in the Bankruptcy Court D&O Action.
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6) The Bankruptcy Shareholder Settlement Agreement: the parties in the
Bankruptcy Court Shareholder Action have also executed an Agreement of
Compromise and Settlement- Bankruptcy Shareholder Action, dated
_ _ _ _, 2009, that constitutes a compromise of matters that are in dispute
in the Bankruptcy Shareholder Action.
7) The Insurance Settlement Agreement: the parties listed in the first paragraph
of this Insurance Settlement Agreement, dated 2009, which
constitutes a compromise of the insurance coverage disputes by and between
the Insurers and Insureds in connection with the actions listed in paragraphs
D.l) to D.7) of this Insurance Settlement Agreement's Recitals, and which
constitutes a policy and claim release in connection with the policies listed in
paragraphs A., R, and C. of this Insurance Settlement Agreement's Recitals.
F. Wherein, Federal, plaintiffs' counsel for the McGreevey Actions, plaintiffs'
counsel for the Securities Action and the Escrow Agent have executed the Directors and Officers
Escrow Agreement, dated ,2009 (the "D&O Escrow Agreement").
G. Wherein, an escrow account (the "Goldman/Milbank Escrow Account") has been
established pursuant to the terms of an escrow agreement to be entered into by plaintiffs'
counsel for the McGreevey Actions, the Plan Trust, Goldman Sachs & Co., The Goldman Sachs
Group, Inc. and Milbank, Tweed, Hadley & McCloy LLP ("Milbank"), dated
_ _ _ _ _ _ _, 2009.
H. Wherein, notwithstanding anything in the various settlement agreements, each of
the parties of the Master Settlement Agreement desires each of the settlement agreements and the
D&O Escrow Agreement to go into effect concurrently.
1. Wherein, all of the settlement agreements referenced in Paragraphs E.l) through
E.7). of this Insurance Settlement Agreement's "Recitals" will require payments to be made
from the remaining limit of liability of the Policies, for the exception of the Plan Trust
Settlement Agreement and the ERISA Settlement Agreement, neither of which will require
payment to be made from the remaining limit of liability of the Policies.
J. Wherein, the Insurers have raised various coverage defenses with respect to the
Lawsuits, and the Insureds have disputed the Insurers' positions with respect to coverage under
the Policies.
K. Whereas, the Parties wish to resolve all of the disputes between them related to
the defense and settlement of the Lawsuits, the Parties hereby enter into this Insurance
Settlement Agreement.
AGREEMENT
WHEREFORE, for good and valuable consideration, including the mutual promises as
set forth below, the Parties agree as follows:
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1. Settlement Payment. No later than twenty (20) calendar days after AEGIS, Twin
City and Federal are given notice (including copies) of: (i) the entry of the Notice Orders by the
United States District Court for the District of Montana; and (ii) entry of an order or orders by
the United States Bankruptcy Court of Delaware pursuant to Federal Rules of Bankruptcy
Procedure 9019 and 9021 approving the Master Settlement Agreement, Allocation Agreement,
Bankruptcy Court D&O Settlement Agreement, and Insurance Agreement, the Insurers shall, by
wire transfers, severally and not jointly, make the following payments on behalf of the Insureds
into the D&O Escrow Account:
a. AEGIS shall pay an amount equal to $35,000,000 less all Ultimate Net
Loss (as that term is defined in the AEGIS Policy) paid under the AEGIS
Policy as of the date of the hearing order, however, under no
circumstances shall AEGIS's payment of Loss under the AEGIS Policy in
connection with the Lawsuits exceed $35 million;
b. Twin City shall pay $15,000,000; and
c. Federal shall pay the lesser of: (i) $25,000,000; or (ii) the difference
between $68,000,000 and the sum of the payments by AEGIS and Twin
City set forth in Paragraphs 1.a. and 1.b. above, however, under no
circumstance will Federal's payment of Loss under the Federal Policy in
connection with the Lawsuits exceed $25 million.
d. Collectively the payments made by AEGIS, Twin City and Federal shall
be hereinafter referred to as the "Settlement Payment."
2. Funding Date. The Funding Date of this Insurance Settlement Agreement is the
date no later than twenty (20) calendar days after AEGIS, Twin City and Federal are given notice
of the entry of the orders described in Paragraph 1. "Settlement Payment" above, and by which
the Insureds shall have provided to the Insurers a fully executed copy of this Insurance
Settlement Agreement "Settlement Funding Date").
3. Consent of Insureds. The undersigned Insureds hereby consent to the use of the
portion of the limit of liability of the Policies necessary to fund the payments referenced in
Paragraphs 1 and 2 above.
4. Release of Insurers. The Parties agree to the following releases:
(a) Release of AEGIS. Upon the payment referenced in Paragraph 1 of this
Insurance Settlement Agreement, the Insureds, on his or her own behalf
and on behalf of each of his or her representatives, heirs, assigns,
executors, and administrators, do hereby release and discharge AEGIS,
and each of its present, former and future parent companies, divisions,
subsidiaries, affiliates, associates, representatives, predecessors,
successors, heirs, owners, assigns, executors, administrators and each of
its present, former or future directors, agents, partners, principals, officers,
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employees, trustees, insurers and reinsurers, managers, representatives or
any of them, and each of its lawyers and all persons acting by, through,
under or in concert with them or any of them (collectively, the "AEGIS
Releasees") from (i) any claims under the AEGIS Policy; (ii) any claim,
cause of action, or demand, in law or in equity, of any nature whatsoever,
known or unknown, suspected or unsuspected, fixed or contingent, against
the AGEIS Releasees, or any of them, based upon, arising from, relating
directly or indirectly to or in any way connected with, or concerning
claims for or assertions of breach of contract, representation, covenant, or
warranty, "bad faith" or unfair claims handling practices (including
without limitation any claim based directly or indirectly on Montana
Unfair Claim Settlement Practices and related statutes, MT 33-18-201 et
seq., California Insurance Code Section 790.03 or California Code of
Regulations, Section 10, Chapter 5, Subchapter 7.5, and other statutes or
common law doctrine of similar effect), breach of implied covenant of
good faith and fair dealing, or otherwise, which said claims are directly or
indirectly related to the Lawsuits, the defense thereof or the matters
alleged in said claims or matters which could have been alleged in said
claims; and, (iii) any claim, cause of action, or demand, in law or in
equity, of any nature whatsoever, known or unknown, suspected or
unsuspected, fixed or contingent, against the AEGIS Releasees, or any of
them, based upon, arising from, relating directly or indirectly to or in any
way connected with, or concerning the AEGIS Policy.
(b) Release of Twin City. Upon the payment referenced in Paragraph 1 of this
Insurance Settlement Agreement, the Insureds, on his or her own behalf
and on behalf of each of his or her representatives, heirs, assigns,
executors, and administrators, do hereby release and discharge Twin City,
and each of its present, former and future parent companies, divisions,
subsidiaries, affiliates, associates, representatives, predecessors,
successors, heirs, owners, assigns, executors, administrators and each of
its present, former or future directors, agents, partners, principals, officers,
employees, trustees, insurers and reinsurers, managers, representatives or
any of them, and each of its lawyers and all persons acting by, through,
under or in concert with them or any of them (collectively, the "Twin City
Releasees") from (i) any claims under the Twin City Policy; (ii) any claim,
cause of action, or demand, in law or in equity, of any nature whatsoever,
known or unknown, suspected or unsuspected, fixed or contingent, against
the Twin City Releasees, or any of them, based upon, arising from,
relating directly or indirectly to or in any way connected with, or
concerning claims for or assertions of breach of contract, representation,
covenant, or warranty, "bad faith" or unfair claims handling practices
(including without limitation any claim based directly or indirectly on
Montana Unfair Claim Settlement Practices and related statutes, MT 33-
18-201 et seq., California Insurance Code Section 790.03 or California
Code of Regulations, Section 10, Chapter 5, Subchapter 7.5, and other
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Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 7 of 33
statutes or common law doctrine of similar effect), breach of implied
covenant of good faith and fair dealing, or otherwise, which said claims
are directly or indirectly related to the Lawsuits, the defense thereof or the
matters alleged in said claims or matters which could have been alleged in
said claims; and, (iii) any claim, cause of action, or demand, in law or in
equity, of any nature whatsoever, known or unknown, suspected or
unsuspected, fixed or contingent, against the Twin City Releasees, or any
of them, based upon, arising from, relating directly or indirectly to or in
any way connected with, or concerning the Twin City Policy.
(c) Release of Federal. In exchange for the consideration set forth in this
Insurance Settlement Agreement, the Insureds, on their own behalf and on
behalf of each of their present, former and future parent companies,
divisions, subsidiaries, affiliates, associates, representatives, predecessors,
successors, heirs, owners, assigns, executors, administrators and each of
their present, former or future directors, agents, partners, principals,
officers, employees, trustees, managers, representatives or any of them,
and each of their lawyers and all persons acting by, through, under or in
concert with them or any of them (hereafter the "Federal Releasors"), do
hereby release and discharge Federal, and each of its present, former and
future parent companies, divisions, subsidiaries, affiliates, associates,
representatives, predecessors, successors, heirs, owners, assigns,
executors, administrators and each of its present, former or future
directors, agents, partners, principals, officers, employees, trustees,
insurers and reinsurers, managers, representatives or any of them, and
each of its lawyers and all persons acting by, through, under or in concert
with them or any of them (the "Federal Releasees"), from any further
liability under the Federal Policy for:
(i) any and all claims, potential claims, demands,
debts, losses, obligations, liabilities, costs, expenses, rights of
action and causes of action, of any kind or character whatsoever,
whether known or unknown, suspected or unsuspected, which they
now have or claim to have, or which may at any time hereafter
accrue, arising out of, related to, based upon, by reason of, or in
any way involving any of the facts, events and/or circumstances
alleged in the Lawsuits;
(ii) any claim, cause of action, or demand, in law or in
equity, of any nature whatsoever, known or unknown, suspected or
unsuspected, fixed or contingent, against the Federal Releasees, or
any of them, based upon, arising from, relating directly or
indirectly to or in any way connected with, or concerning claims
for or assertions of breach of contract, representation, covenant, or
warranty, "bad faith" or unfair claims handling practices (including
without limitation any claim based directly or indirectly on
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Montana Unfair Claim Settlement Practices and related statutes,
MT 33-18-201 et seq., California Insurance Code Section 790.03
or California Code of Regulations, Section 10, Chapter 5,
Subchapter 7.5, and other statutes or common law doctrine of
similar effect), breach of implied covenant of good faith and fair
dealing, or otherwise, which said claims are directly or indirectly
related to any of the facts, events and/or circumstances alleged in
the Lawsuits; and.
To the extent that Federal has not expended its policy limit of $25 million,
then expressly excepted from this release of the Federal Releasees are (a)
claims brought by any Securities Settlement Class Member, as that term is
defined in the Touch America Securities Stipulation of Settlement who
timely and validly request exclusion from the Securities Settlement Class
in accordance with the Securities Settlement Agreement ("Securities Opt-
outs"), (b) any other claims that are covered under the Policies described
above that may be asserted by any party contending that said claims were
not included, asserted, or settled in the Lawsuits or settlements described
above, (c) sums incurred in connection with (a) or (b) above that qualify as
Loss or Ultimate Net Loss, including Defense Costs, and (d) Defense
Costs to the extent covered by the Policies that are first billed after the
Settlement Funding Date and incurred at any time up until the Effective
Date (as defined in the Master Settlement Agreement). In the event that
Federal expends its policy limit of $25 million, the Federal Releasors do
hereby further release and discharge the Federal Releasees from any
claim, cause of action, or demand, in law or in equity, of any nature
whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, which is based upon, arising from, relating directly or
indirectly to or in any way connected with, or concerning the Federal
Policy.
(d) It is the intention of the Parties that this document shall be effective as a
complete, full and final accord and satisfaction and release of each and
every of the Released Matters. In furtherance of this intention, the Parties,
and each of them, acknowledge that they have been advised by legal
counsel and are familiar with the provisions of California Civil Code
section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
The Parties, being aware of said code section, hereby expressly waive any
rights they may have thereunder, as well as under any other statutes or
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common law doctrines of similar effect with respect to the Policies and the
Released Matters.
(e) In the event that the settlement of the Lawsuits terminates for any reason,
each of the releases provided herein to AEGIS, Twin City, and Federal
shall be considered void ab initio.
(collectively hereinafter referred to as the "Released Matters").
5. Release of Insureds. The Insurers hereby release the Insureds and each of their
present or former directors, agents, partners, principals, officers, employees, trustees, managers,
representatives or any of them, and each of its lawyers or any of them from any and all claims,
costs, expenses (including, but not limited to, attorneys' fees and costs), actions, and causes of
action arising out of, related to, based upon, by reason of, or in any way involving the Released
Matters. To the extent that Federal has not expended its policy limit of $25 million, then
expressly excepted from this release by Federal are (a) claims brought by any Securities Opt-
outs, (b) any other claims that are covered under the Policies described above that may be
asserted by any party contending that said claims were not included, asserted, or settled in the
Lawsuits or settlements described above, (c) sums incurred in connection with (a) or (b) above
that qualify as Loss or Ultimate Net Loss, including Defense Costs, and (d) Defense Costs to the
extent covered by the Policies that are first billed after the Settlement Funding Date and incurred
at any time up until the Effective Date (as defined in the Master Settlement Agreement). In the
event that the settlement of the Lawsuits terminates for any reason, the release provided herein to
the Insureds shall be considered void ab initio.
6. Release of Unknown Claims. It is the intention of the Parties that this document
shall be effective as a complete, full and final accord and satisfaction and release of each and
every of the Released Matters. In furtherance of this intention, the Parties, and each of them,
acknowledge that they have been advised by legal counsel and are familiar with the provisions of
California Civil Code section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.
7. The Parties, being aware of said code section, hereby expressly waive any rights
they may have thereunder, as well as under any other statutes or common law doctrines of
similar effect with respect to the Policies and the Released Matters.
8. Sole Ownership. The Parties hereby warrant and represent that as to any of the
Released Matters, each of them is the sole and absolute owner thereof, free and clear of all other
rights and interests therein and has the right, ability and sole power to release such Released
Matters.
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9. The Parties, and each of them, acknowledge that they may hereafter discover facts
in addition to, or different from, those which they now know or believe to be true with respect to
the subject matter of this Insurance Settlement Agreement or the Released Matters, but that
notwithstanding the foregoing, it is their intention hereby to fully, finally, completely and forever
settle and release each, every and all of the Released Matters, and that in furtherance of such
intention, the releases herein given shall be and remain in effect as full and complete releases,
notwithstanding the discovery or existence of any such additional or different facts.
10. Notice and Administration Costs for Securities Action. All Parties agree and
acknowledge that, in the event that the settlement agreements referenced in Paragraphs E.1)
through E.7). of this Insurance Settlement Agreement's "Recitals" are not executed, approved, or
are terminated, to the extent payments are made from the Settlement Payment for the cost of
notice and/or administration of the Securities Action, said payments shall constitute Ultimate Net
Loss under the AEGIS Policy and shall further reduce the remaining balance of the Limit of
Liability of the AEGIS Policy by the entirety of said payments. The Parties further agree and
acknowledge that the Settlement Payment shall not be used to fund the cost of notice and
administration of any of the other matters identified in the Recitals of this Insurance Settlement
Agreement, Paragraph E, other than the Securities Action. In the event that notices and/or
administration costs are combined with any or all of said other matters, only that portion of said
costs allocable to the Securities Action shall be funded from the Settlement Payment and only
said allocable amount shall further reduce the remaining balance of the limit of liability of the
AEGIS Policy.
1I . No Assignment. The Parties represent and warrant that there has been no, and
agree that there will be no, assignment or other transfer of any interest in any of the Released
Matters.
12. No Admission of Liability. The Parties agree and acknowledge that this
Insurance Settlement Agreement is entered into for the sole purpose of resolving contested
claims and disputes as well as avoiding the substantial costs, expenses, and uncertainties
associated with such disputes, and with other potential litigation. It is also expressly agreed and
acknowledged that neither this Insurance Settlement Agreement, its execution, the performance
of any of its terms, nor any of its contents shall constitute or be construed or offered as evidence
in any proceeding as an admission of any liability or of any insurance coverage or of any fact or
any indication that any of the claims, charges, or allegations made by the Parties against each
other have any merit.
13. No Precedential Value. The Parties agree and acknowledge that this Insurance
Settlement Agreement carries no precedential value and should not be relied upon by any person
as evidence of any obligation or duties of any insurer or any insured under identical or similar
policies.
14. Integration. This Insurance Settlement Agreement in conjunction with the Master
Settlement Agreement and all settlement agreements incorporated in the Master Settlement
Agreement constitute the final and complete agreement of the Parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous negotiations, promises, covenants,
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Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 11 of 33
agreements or representations concerning any matters directly, indirectly or collaterally related to
the subject matter of this Insurance Settlement Agreement. The Parties have expressly and
intentionally included in this Insurance Settlement Agreement all collateral or additional
agreements which may, in any manner, touch or relate to any part of the subject matter of this
Insurance Settlement Agreement and, therefore, all promises, covenants and agreements,
collateral or otherwise, are included herein. The Parties acknowledge that in entering into this
Insurance Settlement Agreement they have not relied on any statement, promise, representation
or warranty whatsoever, which is not expressly contained herein. It is the intention of the Parties
that the Insurance Settlement Agreement shall constitute an integration of all their agreements,
and each understands that in the event of any subsequent litigation, controversy or dispute
concerning any of its terms, conditions or provisions, no party shall be permitted to offer or
introduce any oral or extrinsic evidence concerning any other alleged collateral or oral agreement
between the parties not included herein.
15. Confidentiality. Except as provided herein, the Parties agree and acknowledge
that this Insurance Settlement Agreement, its terms, and negotiations leading hereto are
confidential and may not be disclosed except as agreed to by the Parties in writing or as may be
necessary and appropriate to their directors, officers and employees and to the directors, officers
and employees of their parent companies, and to their agents, attorneys, accountants, insurers,
reinsurers, and brokers, or as required by law, provided, however, that any Party served with a
subpoena, discovery request or other similar legal instrument which could lead to the disclosure
of any of the terms of this Insurance Settlement Agreement shall, within seven (7) days of the
receipt thereof, notify the other Parties hereto, unless seven (7) days' notice would not permit
sufficient time in which to allow the other Parties to assert any interest in preventing disclosure
of this Insurance Settlement Agreement, its terms, or negotiations concerning or leading to this
Insurance Settlement Agreement, in which case the Party being requested to make the disclosure
will give notice to the other Parties as soon as possible, but in any event, before actual disclosure,
except where the court orders such disclosure without an opportunity to provide notice before
disclosure.
16. Notice. If notice is required to be given to the Parties with respect to this
Insurance Settlement Agreement, it shall be given as follows:
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Notice shall be given to AEGIS as follows:
c/o Michael Goldstein, Esq.
Bailey Cavalieri
One Columbus
lOWest Broad Street
Suite 2100
Columbus, OH 43215-3422
Notice shall be given to Twin City as follows:
Anthony Fowler
Assistant Vice President
Hartford Financial Products
2 Park Avenue
New York, New York 10016
cc: Michael R. Delhagen, Esq.
Tressler LLP
One Penn Plaza
Suite 4701
New York, NY 10119
Notice shall be given to Federal as follows:
Manager, Directors and Officers Liability
Horne Office Claims Department
Chubb & Son
15 Mountain View Road
Warren, New Jersey 07059
Facsimile: (908) 903-3030
cc: Gilbert Jensen, Esq.
Musick, Peeler & Garrett LLP
One Wilshire Boulevard, Suite 2000
Los Angeles, CA 90017
Notice shall be given to Insureds Robert Gannon, John D. Haffey, M. J. Meldahl, Jerrold
P. Pederson, and Michael E. Zimmerman as follows:
Dana Christensen, Esq.
Christensen, Moore, Cockrell, Cummings & Axelberg, P.C.
160 Heritage Way Suite 104
Kalispell, Montana 59904
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Notice shall be given to Insureds Tucker Hart Adams, Alan F. Cain, John G. Connors,
R.D. Corette, Kay Foster, John R. Jester, Carl Lehrkind III, Deborah D. McWhinney, and Noble
E. Vosburg as follows:
Stephen D. Bell, Esq.
Dorsey & Whitney LLP
Republic Plaza Building, Suite 4700
370 17th Street
Denver, Colorado 80202
Notice shall be given to Insured The Touch America Holdings, Inc. Plan Trust as follows:
Plan Trust
Brent Williams, Plan Trustee
Chanin Capital Partners
55 East 52 nd Street
31 5t Floor
New York, New York 10055
cc: Robert A. Julian
Todd J. Dressel
David J. Richardson
Winston & Strawn LLP
101 California Street, 38 th Floor
San Francisco, CA 94111
Fax: (415) 591-1400
cc: Joseph W. Cotchett
Nancy L. Fineman
Cotchett, Pitre & McCarthy
840 Malcolm Road
Burlingame, CA 94010
Fax: (650) 697-0577
Notice shall be given to Insured Clark Fork and Blackfoot LLC as follows:
Miggie E. Cramblit
Corporate Secretary
Clark Fork & Blackfoot, LLC
c/o NorthWestern Energy
3010 West 69th Street
Sioux Falls, South Dakota 57108
Fax: (605) 978-2919
Attn: Corporate Secretary
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Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 14 of 33
cc: Stanley T. Kaleczyc
Kimberly A. Beatty
Browning, Kaleczyc, Berry & Hoven, P.c.
825 Great Northern Blvd., Suite 105
PO Box 1697
Helena, Montana 59624-1697
Fax: (406) 443-6883
Notice shall be given to Insured NorthWestern Corporation as follows:
Miggie E. Cramblit
Vice President, General Counsel, Corporate Secretary and
Chief Compliance Officer
NorthWestern Energy
3010 West 69th Street
Sioux Falls, South Dakota 57108
Fax: (605) 978-2919
Attn: Corporate Secretary
cc: Stanley T. Kaleczyc
Kimberly A. Beatty
Browning, Kaleczyc, Berry & Hoven, P.C.
825 Great Northern Blvd., Suite 105
PO Box 1697
Helena, Montana 59624-1697
Fax: (406) 443-6883
17. Authority. The Parties represent and warrant that they have taken all actions and
obtained all authorizations, consents and approvals as are conditions precedent to their authority
to execute this Insurance Settlement Agreement.
18. Counterparts and Signatures. This Insurance Settlement Agreement may be
signed in counterparts which will be binding upon the Parties as if each of them executed the
original hereof. A signature by fax, photocopy or in portable document format ("PDF") shall
have the same force and effect as an ink signature.
19. Waiver. No waiver by Insureds or Insurers of any provision hereof shall be
deemed to be a waiver of any other provision hereof or of any subsequent breach of the same or
any other provision hereof.
20. Amendment. This Insurance Settlement Agreement cannot be amended or
modified except by a writing executed by the Parties which expresses, by its terms, an intention
to modify this Insurance Settlement Agreement.
13
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 15 of 33
21. Successors. This Insurance Settlement Agreement shall be binding upon and
inure to the benefit of and be enforceable by the Parties and their respective administrators,
trustees, executors, personal representatives, successors and permitted assigns.
22. Advice of Counsel. By execution of this Insurance Settlement Agreement, the
Parties confirm that each has been represented by independent counsel and has received the
advice of independent counsel with respect to the terms and conditions of this Insurance
Settlement Agreement, including without limitation the releases provided for hereunder.
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have
executed and delivered this Insurance Settlement Agreement.
14
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 16 of 33
November /0 .2009. ~~
Robert Gannon
November .2009.
Jerrold P. Pederson
November , 2009.
Michael E. Zimmerman
November , 2009.
John D. Haffey
November • 2009.
M. J. Meldahl
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 17 of 33
November 2009.
Robert Gannon
November IV, 2009.
November - - -, 2009.
Michael E. Zimmerman
November , 2009.
John D. Haffey
November , 2009.
M. 1. Meldahl
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 18 of 33
November , 2009.
Robert Gannon
November ,2009.
Jerrold P. Pederson
November 10 , 2009.
Michael E. Zimmenna
November ,2009.
John D. Haffey
November ,2009.
M. 1. Meldahl
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 19 of 33
November ' 2009.
Robert Gannon
November , 2009.
Jerrold P. Pederson
November , 2009.
Michael E. Zimmerman
November /(!) , 2009.
1
November , 2009.
M. 1. Meldahl
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 20 of 33
November _ _, 2009.
Robert Gannon
November ,2009.
Jerrold P. Pederson
November , 2009.
Michael E. Zimmerman
November ,2009.
John D. Haffey
November , 2009.
11/13/2008 1838 IF AX faxcenter. mp1@dorsey com
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November 1L, 2009 j~
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November _ , 2009
Alan F.
November ~_, 2009
Jo~ G. Connors
November _ , 2009
R. D. Corette
November _,2009
John R. Jester
November _ , 2009
Noble E. Vosburg
November _,2009
Kay Foster
November _ , 2009
Carl Lehrkind III
16
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 22 of 33
November _ , 2009
Tucker Hart Adams
November 11,., 2009
Alan F. Cain
November _ , 2009
John G. COMors
November _ , 2009
R. D. Corette
November _.2009
John R. Jester
November ...---J 2009
Noble E. Vosburg
November _.2009
Kay Foster
November ----J 2009
Carl Lehrkind III
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November _.2009
Tucke~ Hart Adams
November _.~.
.2009
AlanF. Cain
November _ , 2009
November _ , 2009
R. D. Corette
November _.2009
John R. Jester
November _,2009
Noble E. Vosburg
November _,2009
Kav Foster
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November _,2009
Carl Lehrkind III
16
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 24 of 33
November 2009
Tucker Hart Adams
November 2009
Alan F. Cain
November 2009
John G. Connors
November .2009
R. D. Corette
November _ , 2009
John R. Jester
November 2009
November .2009
Kay Foster
November .2009
Carl Lehrkind III
16
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 25 of 33
November __, 2009
Tucker Hart Adams
November _ , 2009
AlanF. Cain
November _ , 2009
Jolm Connors
November _ , 2009
R. D. Corette
November _ , 2009
R. Jester
November -'
.2009
Noble E. Vosburg
November \ ~ , 2009
Kay Foster
November _ , 2009
Carl Lehrkind III
16
Case 2:03-cv-00001-SEH Document 477-7 .. Fax Page
Filed 11/13/09 Central 26 of 33003/003
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11/13/2008 1828 IFAX faxcenter mp1@dorsey com PAGE 03/03
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November _ , 2009
Tucker l~ll1 Adams
November ,2009
Alan F. 6'"7lin~.----- - - - - -
November 2009
-' John G. 6mnors
November _ , 2009
November ,2009
John R. Jeater
November __, 2009
November ,2009
Kay Foster'-
November a 2009
16
Personal Wealth Managemen
Nov 13 09 06:01pCase 2:03-cv-00001-SEH Document 17187932799 p.1
477-7 Filed 11/13/09 Page 27 of 33
November _,2009 Cdht4/VIl~
Deborah D. Me\Vhinney
November _ ' 2009 Clark Fork & Blackfoot LLC
By: Miggie E. Cramblit
Title: Corporate Secretary
CLark Fork & Blackfoot, LLC
c/o NorthWestern Energy
3010 West 69th Street
Sioux Falls, South Dakota 57108
Fax: (605) 978-2919
Attn; Corporate Secretary
With a copy to:
Stanley T. Kaleczyc
Kimberly A. Beatty
Browning, Kaleczyc, Berry & Hove
P.c.
825 Great Northern Blvd., Suite 105
PO Box 1697
Helena, Montana 59624-1697
Fa,\:; (406) 443-6883
17
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 28 of 33
November _ ,
Deborah D. Mc'.,,:Vhinney
November J2.-, 2009 Clark Fork & Blackfoot LLC
By:
Title:
Clark Fork & Blackfoot. LLC
c/o NorthWestern Energy
3010 West 69th Street
Sioux Falls, South Dakota 57108
Fax: (605) 978-2919
Attn: Corporate Secretary
With a copy to:
Stanley T. Kaleczyc
Kimberly A. Beatty
Browning, Kaleczyc, Berry & Hoven,
P.c.
825 Great Northern Blvd., Suite 105
PO Box 1697
Helena. Montana 59624-1697
Fax: (406) 443-6883
17
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 29 of 33
November -L5-, 2009 The Touch America Holdings, Inc. Plan
/~(Q'!
By: Brent C. Williams
Title: Plan Trustee
Chanin Capital Partners
55 East 52 nd Street
31 5t Floor
New York, New York 10055
With copies to:
Robert A. Julian
Todd J. Dressel
David J. Richardson
Winston & Strawn LLP
101 California Street, 38 th Floor
San Francisco, CA 94111
Fax: (415) 591-1400
Joseph W. Cotchett
Nancy L. Fineman
Cotchett, Pitre & McCarthy
840 Malcolm Road
Burlingame, California 94010
Fax: (650) 697-0577
18
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 30 of 33
November l ~ 2009 North Western Corporation
By:
Title:
NorthWestern Energy
3010 West 69th Street
Sioux Falls. South Dakota 57108
Fax: (605) 978-2919
Attn: Corporate Secretary
With a copy to:
Stanley T. Kaleczyc
Kimberly A. Beatty
Browning. Kaleczyc. Berry & Hoven.
P.c.
825 Great Northern Blvd., Suite 105
PO Box 1697
Helena. Montana 59624-1697
Fax: (406) 443-6883
19
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 31 of 33
Associated Electric & Gas Insurance Services
November _,2009 Limited
;;
iii) f
Title: Senior Litigation Coun e
1 Meadowlands Plaza
East Rutherford, New Jersey 07073
Fa-x: (201) 508-1297
Attn: William E. Hogan
With a copy to:
Michael R. Goodstein
Bailey Cavalieri LLC
lOWest Broad Street
Suite 2100
Columbus, Ohio 43215-3422
Fax: (614) 221-0479
November _ ' 2009 Twin City Fire Insurance Company
By: Anthony J. Fowler
Title: Assistant Vice President, Hartford
Financial Products, on behalf of Twin City
Fire Insurance Company
20
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 32 of 33
\~SOCI:1ll:d UCt:lnC ,'I l'win City Fire llIsuram.:c Company
Title: Assistant Vice President, Hanford
Financial Products, on behalf of Twin City
Fir~ In~ural1ce (\nnpany
Case 2:03-cv-00001-SEH Document 477-7 Filed 11/13/09 Page 33 of 33
November _ ' 2009 Chubb & Son, a Division of Federal Insurance
Company
By: Allison Rose
Senior Specialty Claims Examiner
Assistant Vice President
910\'6
21