1 STEVEN H. FELDERSTEIN (State Bar No. 056978) PAUL J. PASCUZZI (State Bar No. 148810) 2 JENNIFER E. NIEMANN (State Bar No. 142151) FELDERSTEIN FITZGERALD 3 WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 4 Sacramento, CA 95814 Telephone: (916) 329-7400 5 Facsimile: (916) 329-7435 [email protected] 6 [email protected] [email protected] 7 Attorneys for The Roman Catholic Bishop of Stockton 8 UNITED STATES BANKRUPTCY COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 SACRAMENTO DIVISION 11 In re: CASE NO. 14-20371 12 THE ROMAN CATHOLIC Chapter 11 13 BISHOP OF STOCKTON, a corporation sole, DEBTOR’S PLAN OF 14 Debtor-In-Possession. REORGANIZATION DATED OCTOBER 26, 2016 15 16 17 18 19 20 21 22 23 24 25 26 27 28

DEBTOR’S PLAN OF REORGANIZATION DATED OCTOBER 26, 2016

1 TABLE OF CONTENTS 2 ARTICLE 1 INTRODUCTION ...... 1 ARTICLE 2 RULES OF INTERPRETATION ...... 1 3 ARTICLE 3 DEFINITIONS ...... 2 ARTICLE 4 PLAN OBJECTIVES ...... 18 4 ARTICLE 5 UNCLASSIFIED CLAIMS ...... 18 5.1 Administrative Claims (other than Professional Fee Claims)...... 18 5 5.2 Professional Fee Claims...... 19 5.3 Priority Unsecured Claims...... 19 6 5.4 Priority Tax Claims...... 19 ARTICLE 6 CLASSIFICATION OF CLAIMS ...... 19 7 6.1 Classification...... 19 6.2 Classes...... 20 8 ARTICLE 7 TREATMENT OF CLASS 1 CLAIMS (PRIORITY EMPLOYEE UNSECURED CLAIMS) ...... 20 9 7.1 Treatment...... 20 7.2 Impairment...... 20 10 ARTICLE 8 TREATMENT OF CLASS 2 CLAIMS (PREPETITION DATE SECURED TAX CLAIMS) ...... 21 11 8.1 Treatment...... 21 8.2 Disputed Claims...... 21 12 8.3 Retention of Liens...... 21 8.4 Impairment...... 21 13 ARTICLE 9 TREATMENT OF CLASS 3 CLAIMS (PASTORAL CENTER LENDER SECURED CLAIMS) ...... 21 14 9.1 Treatment...... 21 9.2 Retention of Liens...... 21 15 9.3 Impairment...... 22 ARTICLE 10 TREATMENT OF CLASS 4 CLAIMS (NON-PRIORITY EMPLOYEE 16 CLAIMS) ...... 22 10.1 Treatment...... 22 17 10.2 Impairment...... 22 ARTICLE 11 TREATMENT OF CLASS 5 CLAIMS (GENERAL UNSECURED 18 CONVENIENCE CLAIMS) ...... 22 11.1 Treatment...... 22 19 11.2 Impairment...... 22 ARTICLE 12 TREATMENT OF CLASS 6 CLAIMS (GENERAL UNSECURED 20 CLAIMS) ...... 22 12.1 Treatment...... 22 21 12.2 Impairment...... 22 ARTICLE 13 TREATMENT OF CLASS 7 CLAIM (CLAIM OF F & M BANK) ...... 23 22 13.1 Treatment...... 23 13.2 Impairment...... 23 23 ARTICLE 14 TREATMENT OF CLASS 8 CLAIM (CLAIM OF RCW) ...... 23 14.1 Treatment...... 23 24 14.2 Impairment...... 23 ARTICLE 15 TREATMENT OF CLASS 9 CLAIMS (PRIEST RETIREMENT 25 CLAIMS) ...... 23 15.1 Treatment...... 23 26 15.2 Impairment...... 23 ARTICLE 16 TREATMENT OF CLASS 10 CLAIMS (EXTERN PRIEST CLAIMS) ...... 24 27 16.1 Treatment...... 24 16.2 Impairment...... 24 28 ARTICLE 17 TREATMENT OF CLASS 11 CLAIMS (OTHER TORT CLAIMS) ...... 24

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1 17.1 Treatment...... 24 17.2 Impairment...... 24 2 ARTICLE 18 TREATMENT OF CLASS 12 CLAIMS (TORT CLAIMS A) ...... 24 18.1 Treatment...... 24 3 18.2 Impairment...... 26 ARTICLE 19 TREATMENT OF CLASS 13 CLAIMS (TORT CLAIMS B) ...... 26 4 19.1 Treatment...... 26 19.2 Impairment...... 27 5 ARTICLE 20 TREATMENT OF CLASS 14 CLAIMS (TORT CLAIM C) ...... 28 20.1 Treatment...... 28 6 20.2 Impairment...... 28 ARTICLE 21 TREATMENT OF CLASS 15 CLAIMS (UNKNOWN TORT 7 CLAIMS) ...... 29 21.1 Treatment...... 29 8 21.2 Impairment...... 30 ARTICLE 22 TRUST ...... 30 9 22.1 Establishment of Trust...... 30 22.2 Funding...... 30 10 22.3 Reserve Accounts and Information Access...... 31 22.4 No Execution...... 31 11 22.5 Trust Distributions...... 31 22.6 Time for Return and Effect of Late Return of Releases and Certifications 12 by Releasing Tort Claimants...... 31 22.7 Special Distribution Conditions...... 32 13 ARTICLE 23 MEANS OF IMPLEMENTATION OF THE PLAN ...... 32 23.1 Establishment of Plan Implementation Account...... 32 14 23.2 Funding of Plan Implementation Account...... 33 23.3 Transfer of Unknown Tort Claims Fund Note...... 33 15 23.4 Deferred Payment of Professional Fee Claims...... 33 23.5 Establishment of Disputed Claims Reserve...... 33 16 23.6 Payment and Treatment of Claims Other Than Tort Claims...... 33 23.7 Non-Monetary Transfers to the Trust...... 33 17 23.8 Revesting of Debtor’s Property...... 34 23.9 Retained Claims...... 34 18 23.10 Approval of Financing and Section 363 Sales...... 34 23.11 Approval of Settlement Agreements...... 34 19 23.12 Debtor Waiver and Release of Claims Against Settling Insurers...... 35 23.13 Debtor Waiver and Release of Participating Parties and Settling Insurers...... 35 20 23.14 Waiver and Release of Participating Parties...... 35 23.15 Non-Monetary Commitment to Healing and Reconciliation...... 36 21 23.16 Procedure for Determination of Claims Other Than Tort Claims...... 36 23.17 Payments Effective Upon Tender...... 37 22 23.18 Preservation of Tort Claimant’s Rights Against Co-Defendants...... 37 23.19 Preservation of Debtor’s Claims, Demands and Causes of Action...... 37 23 23.20 Special Provisions Governing Unimpaired Claims...... 38 23.21 Operative Documents...... 38 24 23.22 Return of Deposits...... 38 23.23 Administrative Claims Bar Date...... 38 25 23.24 Delivery of Distributions (Except to Tort Claimants)...... 38 23.25 Transmittal of Distributions to Tort Claimants and Unknown Tort 26 Claimants...... 39 23.26 Efforts Regarding Absence of Address or Returned Mail...... 39 27 23.27 Limitation on De Minimis Payments...... 39 ARTICLE 24 TREATMENT OF EXECUTORY CONTRACTS ...... 39 28 24.1 Assumption and Rejection of Executory Contracts...... 39

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1 24.2 Claims Based on Rejection of Executory Contracts...... 39 24.3 Indemnification of Members, Managers, Officers, and Employees...... 40 2 ARTICLE 25 OTHER POST-CONFIRMATION DATE OBLIGATIONS ...... 40 25.1 Closing...... 40 3 25.2 Certain Obligations of the Reorganized Debtor...... 40 25.3 No Professional Fees or Expenses...... 41 4 25.4 Closing of the Case...... 41 ARTICLE 26 INSURANCE MATTERS ...... 41 5 26.1 Settlement with Non-Settling Insurers...... 41 26.2 Insurance Neutrality...... 41 6 26.3 Judgment Reduction...... 43 ARTICLE 27 RETENTION OF CLAIMS, SETOFFS, RECOUPMENTS AND 7 DEFENSES ...... 43 ARTICLE 28 LIQUIDATION OF TORT CLAIMS ...... 44 8 28.1 Liquidation and Payment of Tort Claims...... 44 28.2 Effect of No Award on Tort Claims...... 44 9 28.3 Supplementing Exhibit 3 to Add to List of Participating Parties...... 45 28.4 Supplementing Exhibit 5 to Add to List of Settling Insurers ...... 45 10 ARTICLE 29 CONDITIONS TO EFFECTIVE DATE ...... 45 29.1 Conditions to Occurrence of Effective Date...... 45 11 29.2 Waiver of Conditions...... 46 29.3 Non-Occurrence of Effective Date; Effect...... 46 12 29.4 Merger; Choice of Law...... 46 ARTICLE 30 EFFECTS OF CONFIRMATION ...... 47 13 30.1 Discharge...... 47 30.2 Vesting...... 47 14 30.3 Exculpation and Limitation of Liability...... 47 30.4 Limitation of Liability...... 48 15 30.5 Channeling Injunction...... 48 30.6 Supplemental Injunction Preventing Prosecution of Claims Against 16 Settling Insurers and Insured Entities...... 49 30.7 Term of Injunctions or Stays and Confirmation of Settlements...... 49 17 30.8 Limitation of Injunction and Discharge...... 50 ARTICLE 31 MODIFICATION OF PLAN ...... 50 18 31.1 Pre-Confirmation Non-Material Modification of Plan...... 50 31.2 Post-Effective Date Non-Material Modifications of Plan Documents...... 50 19 31.3 No Re-Solicitation...... 50 ARTICLE 32 RETENTION OF JURISDICTION ...... 51 20 32.1 In General...... 51 32.2 Tort Claims...... 51 21 32.3 Plan Disputes and Enforcement...... 51 32.4 Further Orders...... 51 22 32.5 Retained Debtor Claims...... 51 32.6 Post-Confirmation Agreements...... 51 23 32.7 Governmental Units or Regulatory Agencies...... 52 32.8 Final Decree...... 52 24 32.9 Appeals...... 52 32.10 Executory Contracts...... 52 25 32.11 Claims...... 52 32.12 Modification of the Plan...... 52 26 32.13 Failure of Court to Exercise Jurisdiction...... 52 ARTICLE 33 REORGANIZATION OF THE DEBTOR ...... 52 27 33.1 Continued Corporate Existence and Vesting of Assets in the Reorganized Debtor...... 52 28 33.2 Management of Reorganized Debtor...... 53

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1 ARTICLE 34 GENERAL PROVISIONS ...... 53 34.1 Confirmation by Nonacceptance Method...... 53 2 34.2 Current Insurance Coverage...... 53 34.3 Extension of Payment Dates...... 53 3 34.4 Notices...... 53 34.5 Interest...... 53 4 34.6 Additional Assurances...... 53 34.7 Withdrawal of Plan...... 53 5 34.8 Severability and Reformation...... 53 34.9 Prohibition Against Prepayment Penalties...... 54 6 34.10 Fractional Dollars...... 54 34.11 Payment of Statutory Fees and Filing of Quarterly Reports...... 54 7 34.12 Reservation of Rights...... 54 34.13 Dissolution of Committee...... 54 8 34.14 Release of Future Claims Representative...... 54 34.15 Headings...... 54 9 34.16 Section 1146 Exemption...... 55 34.17 Successors and Assigns...... 55 10

11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 ARTICLE 1 INTRODUCTION 2 The Roman Catholic Bishop of Stockton, a corporation sole, the debtor and debtor in 3 possession in the above-captioned Chapter 11 reorganization case, proposes the following Plan of Reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy Code. Capitalized 4 terms in this Plan which are not defined in Article 3 are defined in the Bankruptcy Code and Bankruptcy Rules. 5 ALL CREDITORS ARE ENCOURAGED TO CONSULT THE DISCLOSURE STATEMENT BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. AMONG OTHER 6 INFORMATION, THE DISCLOSURE STATEMENT CONTAINS DISCUSSIONS OF THE DEBTOR, THE HISTORICAL BACKGROUND OF THE REORGANIZATION CASE AND 7 THE PREPETITION PERIOD, THE PROJECTIONS GERMANE TO THE PLAN AND THE PROJECTED POST-CONFIRMATION OPERATIONS OF THE DEBTOR AND THE 8 REORGANIZED DEBTOR, AND A SUMMARY AND ANALYSIS OF THE PLAN. NO SOLICITATION MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND 9 RELATED MATERIALS TRANSMITTED THEREWITH, HAVE BEEN AUTHORIZED BY THE BANKRUPTCY COURT OR BY THE BANKRUPTCY CODE FOR USE IN 10 SOLICITING ACCEPTANCES OR REJECTIONS OF THE PLAN. 11 The Court has scheduled the Confirmation Hearing for approval of the Plan on December 20, 2016. 12 ARTICLE 2 13 RULES OF INTERPRETATION 2.1 The rules of construction in Bankruptcy Code § 102 apply to the Plan to the extent 14 not inconsistent with any other provision in this Article 2. All definitions in the Bankruptcy Code and below will be subject to the rules of construction set forth in Bankruptcy Code § 102. In 15 addition, the use of the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Plan and the use of the words: (a) “includes” or “including” is not limiting, and 16 means “including but not limited to” and “including without limitation;” (b) “and/or” means either or both; and (c) “relate to,” “related to,” “relates to,” or “relating to” mean with regard to, 17 by reason of, based on, arising out of, or in any way connected with. 18 2.2 In computing any period of time prescribed or allowed by the Plan, unless otherwise expressly provided in the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. 19 If any act under the Plan is required to be performed on a date that is not a Business Day, then the performance of such act may be completed on the next succeeding Business Day, but shall be 20 deemed to have been completed as of the required date. Enlargement of any period of time prescribed or allowed by the Plan shall be governed by the provisions of Bankruptcy Rule 21 9006(b). 2.3 A term that is used in the Plan and that is not defined in the Plan has the meaning 22 attributed to that term in the Disclosure Statement, the Confirmation Order, the Trust Agreement, the Bankruptcy Code or the Bankruptcy Rules. 23 2.4 The definition given to any term or provision in the Plan supersedes and controls 24 any different meaning that may be given to that term or provision in the Bankruptcy Code, the Bankruptcy Rules, the Disclosure Statement or the Trust Agreement. 25 2.5 In the event of any conflict between a definition of a term or provision in a Plan Document and the Plan, the definition or provision in the Plan will control as to the Plan and the 26 definition in the Plan Document will control as to the Plan Document, except as expressly provided otherwise in Sections 23.12 and 23.13 hereof. 27 2.6 Whenever it is appropriate from the context, each term, whether stated in the 28 singular or the plural, includes both the singular and the plural. In addition, the singular and

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1 plural uses of such defined terms and the conjunctive and disjunctive uses thereof will be fungible and interchangeable (unless the context otherwise requires); and the defined terms will include 2 masculine, feminine, and neuter genders. 2.7 Any reference to a document or instrument being in a particular form or on 3 particular terms means that the document or instrument will be substantially in that form or on those terms. Any specific references to promissory notes, deeds of trust or other debt instruments 4 or security documents include any amendments, modifications and extensions thereto, and any reference to an existing document means the document as it has been, or may be, amended or 5 supplemented. 6 2.8 Unless otherwise indicated, the phrases “pursuant to the Plan,” “under the Plan” and the words “herein,” “hereunder” and “hereto” and similar words or phrases refer to the Plan 7 in its entirety rather than to only a particular portion of the Plan. Unless otherwise specified, all references to Articles, articles, Sections, sections, clauses or exhibits are references to the Plan’s 8 Articles, articles, Sections, sections, clauses or exhibits. 2.9 Section or Article captions and headings are used only as convenient references, 9 do not affect the Plan’s meaning and will not limit or otherwise affect the provisions hereof. 10 2.10 The Plan includes as exhibits the Participating Party Agreement and the Insurance Settlement Agreement. The Participating Party Agreement and the Insurance Settlement 11 Agreement contain terms that may not otherwise be defined in the Plan. For purposes of the interpretation and enforcement of the Participating Party Agreement and Insurance Settlement 12 Agreement, the definitions in the Participating Party Agreement or Insurance Settlement Agreement, if any, control as to that agreement only unless otherwise indicated in such 13 Participating Party Agreement or Insurance Settlement Agreement. 2.11 Nothing contained in the Plan, including any exhibits or attachments thereto, 14 constitutes an admission or denial by any party of liability for, or the allowance, validity, priority, amount, or extent of, any Claim, lien, or security interest asserted against the Debtor or against 15 any third party. 16 ARTICLE 3 DEFINITIONS 17 3.1 Scope of Definitions. For purposes of the Plan, and except as expressly provided 18 otherwise herein or unless the context otherwise requires, all of the defined terms stated in Article 3 will have the meanings hereinafter stated. The defined terms stated in Article 3 are also 19 substantive terms of the Plan, and Article 3 will be deemed incorporated throughout the rest of the Plan to convey the substantive provisions included in the defined terms. Unless otherwise 20 specified, all section, article, and exhibit references in the Plan are to the respective section in, article of, or exhibit to the Plan, as the same may be amended, waived, or modified from time to 21 time. 3.2 Abuse. This term will refer to and mean any (a) act of sexual conduct, sexual 22 touching, sexual misconduct, sexual abuse, sexual molestation, sexual assault and/or battery, indecent assault and/or battery, rape, lascivious behavior, undue familiarity, pedophilia, 23 ephebophilia, or any other act, contact, or interaction of a sexual nature, including any contacts or interactions of a sexual nature between a child and an adult, or a non-consenting adult and another 24 adult; (b) any act, error, omission, incident, breach of duty and/or statement that in any way or to any extent ignores, disregards, condones, enables, encourages, contributes to, aids, conceals, 25 and/or fails to respond to or ameliorate any act listed in subpart (a) of this Section; or (c) fraud, fraud in the inducement, misrepresentation, concealment, unfair practice, public or private 26 nuisance, or any other tort in each case relating to the acts and/or omissions listed in subparts (a) or (b) of this Section. Abuse may occur whether or not the alleged act involves violence or force, 27 whether or not it involves genital or other physical contact, and whether or not there is physical, psychological, mental or emotional harm or humiliation to the individual. 28

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1 3.3 Abuse Claims Reviewer. This term will refer to and mean the individual, including any designee of such individual, who will assess Tort Claims and any Unknown Tort 2 Claims in accordance with the Plan and the Allocation Protocols. Subject to the Allocation Protocols’ provisions for replacement of the Abuse Claims Reviewer, the Abuse Claims Reviewer 3 is the Honorable William L. Bettinelli. 3.4 Administrative Claim. This term will refer to and mean: (a) every cost or expense 4 of administration of the Reorganization Case which is allowable pursuant to Bankruptcy Code § 503, including any actual and necessary postpetition expenses of preserving the Estate; (b) any 5 actual and necessary postpetition expenses of operating the Debtor; (c) all Professional Fee Claims approved by the Bankruptcy Court pursuant to interim and final allowances in accordance 6 with Bankruptcy Code §§ 330, 331, 503(b) and terms of the Plan; (d) every Property Tax Administrative Claim; (e) all fees and charges assessed against the Estate under Chapter 123 of 7 Title 28, United States Code; and (f) any Claim for or related to Abuse occurring after the Petition Date through the Confirmation Date. 8 3.5 All Saints University Church. This term will refer to and mean Pastor of All 9 Saints University Church, a California corporation sole. 3.6 Allocation Protocols. This term will refer to and mean, when referred to 10 collectively, the Tort Claims A Allocation Protocol, the Tort Claims B Allocation Protocol and the Unknown Tort Claims Allocation Protocol that provide for distribution of funds to Tort 11 Claimants in Classes 12, 13, and 15 pursuant to the terms of the Plan and the Allocation Protocols, copies of which are attached hereto as Exhibits 6, 7 and 10, respectively, and 12 incorporated herein as part of the Plan for all purposes. 13 3.7 Allowed Claim. This term will refer to and mean every Claim against the Debtor: (a)(i) as to which a proof of such Claim has been filed by the Bar Date or, if such Claim arises 14 from the rejection of an Executory Contract pursuant to the Plan, on or before the first Business Day which is thirty (30) days after the Effective Date, or (ii) which the Debtor has scheduled as 15 liquidated in amount and undisputed; and in either event: (b)(i) as to which no objection to the allowance of such Claim has been filed within any applicable time period fixed by the 16 Bankruptcy Court or the Plan, or (ii) as to which an objection to the allowance of such Claim was filed and either (1) the objection was denied and the relevant order has become a Final Order or 17 (2) the objection was sustained but an appeal has been timely taken as to which the appellate court has issued an order allowing such Claim and the order has become a Final Order. Tort 18 Claims are not Allowed Claims, but if not Disallowed may be paid under the Plan as provided in this Plan. If any Claim, or the Creditor holding such Claim, is subject to any defense, set off, 19 counterclaim, recoupment, or other adverse claim of any kind of the Debtor or the Reorganized Debtor, that Claim will be deemed a Disputed Claim, unless such adverse claim is acknowledged 20 by the Debtor in the Plan or in accordance with the terms of the Plan; and it will not become an Allowed Claim unless and until all such matters are resolved or adjudicated fully and finally, with 21 all appellate rights and remedies having been exhausted except as provided in the Trust Agreement. Unless any earlier time is fixed by order of the Bankruptcy Court, and except with 22 respect to the Tort Claims governed by the Trust Agreement, and subject to amendment rights and the relation back of amendments under applicable federal or state procedural rules, any 23 objection to the allowance of any Claim and the assertion of any defense, set off, counterclaim, recoupment, or other adverse claim of any kind of the Debtor or the Reorganized Debtor must be 24 filed on or before the first Business Day which is one hundred eighty (180) days after the Effective Date. 25 3.8 Assets. This term will refer to and mean each and every item of property and interest of the Debtor as of the Effective Date which is property of the Estate under Bankruptcy 26 Code § 541, whether tangible or intangible, legal or equitable, liquidated or unliquidated, and includes without limitation: (a) all Cash; (b) all Retained Claims; (c) any and all amounts owed to 27 the Debtor, including accounts receivable and contract rights, whether due prior or subsequent to the Petition Date; (d) any other right, claim, cause of action, or defense, whether arising by statute 28 or common law, and whether arising under the laws of the United States, other countries, or

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1 applicable state or local law; (e) all of the Debtor’s books, records, and privileges; (f) all contracts, agreements, licenses, and leases; and (g) any other property of the Debtor whether the 2 Debtor holds a legal or equitable interest or both. 3.9 Avoidance Actions. This term will refer to and mean all actions pursuant to 3 Bankruptcy Code §§ 542, 544, 545, 547, 548, 549 and 550 and any other actions provided for under applicable law that allow a debtor, trustee, debtor in possession, or creditor to, among other 4 things, avoid certain transfers or pursue substantive consolidation, successor liability or alter ego theories. 5 3.10 Award. This term will refer to and mean the amount payable to a Tort Claimant 6 from the Trust as determined in accordance with the terms of the Plan, the Confirmation Order and the applicable Allocation Protocol. 7 3.11 Ballot. This term will refer to and mean the ballot accompanying the Plan and Disclosure Statement which will be sent to all Creditors entitled to vote on the Plan, on which 8 such Creditors will indicate their vote to accept or reject the Plan and pursuant to which any Tort Claimants will make the certain elections regarding the treatment of their Claims as provided in 9 the Plan, including releases of the Protected Parties. To the extent necessary, the Ballots will be approved by the Bankruptcy Court. 10 3.12 Bankruptcy Code. This term will refer to and mean Title 11 of the United States 11 Code, 11 U.S.C. §§ 101, et seq., including any amendments thereto, which is in effect during the Reorganization Case. 12 3.13 Bankruptcy Court or Court. These terms are completely synonymous and interchangeable and will refer to and mean the United States Bankruptcy Court for the Eastern 13 District of California, Sacramento Division, or such other court which exercises jurisdiction over part or all of the Reorganization Case on appeal or to the extent that the reference of part or all of 14 the Reorganization Case is withdrawn. 15 3.14 Bankruptcy Rules. This term will refer to and mean the Federal Rules of Bankruptcy Procedure promulgated under Title 28, United States Code, § 2075, including any 16 amendments thereto, as they may be amended from time to time during the Reorganization Case. 3.15 Bar Date. This term will refer to and mean the following dates established by 17 Order of the Court entered May 8, 2014, as the date by which Claims, in order to be timely and considered for purposes of distribution under the Plan, must be filed by the filing of a proof of 18 Claim with the Bankruptcy Court: (a) May 22, 2014 for Unsecured Claims filed by a non- governmental entity; (b) July 14, 2014 for Unsecured Claims filed by a governmental entity; and 19 (c) August 15, 2014 for Tort Claims. 20 3.16 Bishop. This term will refer to and mean the Most Reverend Stephen E. Blaire, or such other individual who may in the future become appointed to govern the Diocese. 21 3.17 Business Day. This term will refer to and mean every day except Saturdays, Sundays, federal holidays, or a “legal holiday,” as that term is defined in Bankruptcy Rule 22 9006(a). 23 3.18 Canon Law. This term will refer to and mean the 1983 Code of Canon Law applicable to the Roman Catholic Church. References to Canon Law in the Plan are for 24 discussion purposes only. Nothing in the Plan or any Plan Document shall be construed as making Canon Law binding on any Entity; nor shall Canon Law be construed to govern any 25 provision of the Plan or any Plan Document. 3.19 Cash. This term will refer to and mean cash and cash equivalents including, but 26 not limited to, cash on deposit in the bank accounts of the Debtor or the Reorganized Debtor, as applicable, checks, wire transfers, money orders, certificates of deposit, money market or similar 27 investments, and other similar readily marketable securities or instruments. 28 3.20 Cemetery Loan. This term will refer to and mean the loan between Catholic

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1 Cemeteries of the Diocese of Stockton, a California religious corporation and the Debtor evidenced by Schedule 3.20. 2 3.21 Channeled Claims. This term will refer to and mean any Tort Claim or any other Claim against the Diocese Parties, Participating Parties or the Settling Insurers (or any Entity 3 insured by such Settling Insurers to the extent such Claim arises from the same injury or damages asserted as a Tort Claim against the Diocese Parties, Participating Parties or the Settling Insurers) 4 that, directly or indirectly, arises out of, relates to, or is in connection with any Tort Claim, including any Related Insurance Claim or Medicare Claim. Each Claim described in this Section 5 3.21 shall include all such Claims whenever and wherever arising or asserted, whether sounding in tort, contract, warranty or any other theory of law, equity or admiralty, including without 6 limitation all Claims by way of direct action, subrogation, allocation of fault, contribution, successor liability, substantive consolidation, indemnity, alter ego, statutory or regulatory action, 7 or otherwise, Claims for exemplary or punitive damages, for attorneys’ fees and other expenses, or for any equitable remedy. 8 3.22 Channeling Injunction. This term will refer to and mean the injunction to be 9 issued pursuant to Section 30.5 of the Plan and included in the Confirmation Order. 3.23 Chapter 11 Professionals. This term will refer to and mean, collectively, the: (a) 10 Debtor’s Professionals; (b) Committee’s Professionals; and (c) Future Claims Representative’s Professionals. 11 3.24 Claim. This term will refer to and mean any past, present or future claim, demand, 12 action, requests, cause of action, suit, proceeding or liability of any kind or nature whatsoever, whether at law or equity, known or unknown, asserted or unasserted, anticipated or unanticipated, 13 accrued or unaccrued, fixed or contingent, which has been or may be asserted by or on behalf of any Entity, whether seeking damages (including compensatory, punitive, or exemplary damages) 14 or equitable, mandatory, injunctive, or any other type of relief, including cross-claims, counterclaims, third-party claims, suits lawsuits, administrative proceedings, notices of liability or 15 potential liability, arbitrations, actions, rights, causes of action or orders, and any Claim within the definition of Bankruptcy Code § 101(5). 16 3.25 Claim No. “x”. This term will refer to a certain proof of Claim filed in the Reorganization Case to which the Bankruptcy Court has assigned an indicated register number 17 represented in the foregoing defined term by the placeholder “x.” 18 3.26 Claim Payment Date. This term will refer to the date specified under the Plan for payment of a Claim or, if later, the date on which a Claim, other than a Tort Claim, becomes an 19 Allowed Claim. If no date is specified under the Plan for payment of a Claim other than a Tort Claim, the payment date is the Effective Date. Payment of Tort Claims shall be governed by the 20 terms of the Plan, Allocation Protocols and the Trust Agreement. 3.27 Class. This term will refer to and mean each of the classifications of Claims 21 described in Article 6 of the plan. 22 3.28 Co-Defendant. This term will refer to and mean an Entity that is named, has been named, or could have been named as a defendant in a lawsuit in which the Debtor is also named 23 or could be named as a defendant and/or who is alleged to be fully, partially or jointly responsible for a Claim asserted or that could be asserted in the future against both such Entity and the 24 Debtor, including a co-Debtor as described in Bankruptcy Code § 509. For purposes of the Plan, none of the Protected Parties is or shall be deemed to be a Co-Defendant. 25 3.29 Committee. This term will refer to and mean the Official Committee of Unsecured Creditors appointed by the United States Trustee on February 11, 2014, pursuant to Bankruptcy 26 Code § 1102. 27 3.30 Committee’s Professionals. This term will refer to and mean (a) the law firm of Pachulski Stang Ziehl & Jones LLP; (b) Berkeley Research Group, LLC; and (c) all other 28 professionals which the Committee may retain to provide professional services for a specified

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1 purpose, all in accordance with Bankruptcy Code §§ 327(a) and 327(e) and as approved by the Bankruptcy Court. 2 3.31 Confirmation Date. This term will refer to and mean the date on which the Bankruptcy Court enters the Confirmation Order on the Court’s docket. 3 3.32 Confirmation Hearing. This term will refer to and mean the hearing held by the 4 Bankruptcy Court regarding confirmation of the Plan, as such may be continued from time to time. 5 3.33 Confirmation Order. This term will refer to and mean the Final Order confirming the Plan that is acceptable in form and substance to the Protected Parties and the Committee. 6 3.34 Contingent. This term will refer to and mean, with reference to a Claim, a Claim 7 that has not accrued or is not otherwise payable and the accrual of which or the obligation to make payment on which is dependent upon a future event that may or may not occur. 8 3.35 Contribution Claim. This term will refer to and mean any Claim by any Insurer against any other Insurer seeking contribution, equitable contribution, indemnity, equitable 9 indemnity, subrogation, equitable subrogation, “other insurance” clauses rights, or pursuant to any other theory under law or in equity relating to the defense or payment by such paying insurer 10 of all or any part of any Tort Claim (a) asserted against a Diocese Party; (b) relating to the Insurance Policies; or (c) channeled to or paid, in whole or in part, by the Trust. 11 3.36 Debtor or RCB. These terms (which are completely synonymous and 12 interchangeable), will refer to and mean the Roman Catholic Bishop of Stockton, a corporation sole, in all of its capacities, including but not limited to: (a) the Estate of the RCB and (b) the 13 RCB as the representative of the Estate. 3.37 Debtor’s Professionals. This term will refer to and mean (a) the law firm of 14 Felderstein Fitzgerald Willoughby & Pascuzzi LLP; (b) the law firm of Neumiller & Beardslee APC; (c) the law firm of Meredith, Weinstein & Numbers, LLP; (d) Greeley Asset Services, 15 LLC; and (e) any and all other professionals which the Debtor or the Reorganized Debtor retains to assist in the conduct of the Reorganization Case or to provide professional serves for a 16 specified purpose, all in accordance with Bankruptcy Code §§ 327(a) and 327(e). 17 3.38 Diocese. This term will refer to and mean the canonical entity of the Roman Catholic Church encompassing the territory of the Roman Catholic Diocese of Stockton subject to 18 the jurisdiction of the Bishop and through which the Bishop carries out his canonical duties in accordance with Canon Law. 19 3.39 Diocese Parties. This term will refer to and mean collectively the Reorganized Debtor, the Debtor and: (i) the Entities listed on Schedule 3.39 to this Plan; (ii) any and all named 20 insured(s), insureds and additional insureds, in each case, with respect to whom the Debtor, as of the Petition Date had, and as of the execution of the Insurance Settlement Agreement has, the 21 right, power or authority to release the Claims released pursuant to the Insurance Settlement Agreement; (iii) any other Entity alleged by a Tort Claimant to be an insured under the Insurance 22 Policies, in each case, with respect to whom the Debtor, as of the Petition Date had, and as of the execution of the Insurance Settlement Agreement has, the right, power or authority to release the 23 Claims released pursuant to the Insurance Settlement Agreement; (iv) each of the past, present and future Affiliates, holding companies, merged companies, related or associated companies, 24 supporting organizations, auxiliaries, divisions, acquired companies and assigns of the Debtor and the Entities listed on Schedule 3.39(i) and (ii) above, in their capacity as such, and each of their 25 respective past, present, and future Affiliates, holding companies, merged companies, related or associated companies, supporting organizations, auxiliaries, divisions and acquired companies, 26 and each of their respective predecessors, successors and assigns, in their capacity as such (except, in each case, to the extent any Entities’ liability is independent of any liability of the 27 Debtor and the Entities listed on Schedule 3.39(i) and (ii) above); and (v) any and all past and present individuals who are shareholders, principals, teachers, staff, members, boards, officers, 28 trustees, administrators, priests, deacons, brothers, sisters, friars, nuns, clerics, other clergy or

DEBTOR’S PLAN OF REORGANIZATION -6- DATED OCTOBER 26, 2016

1 religious persons, volunteers, and Representatives of Debtor and the Entities listed on Schedule 3.39(i)-(iii) above, in their capacity as such. Notwithstanding the foregoing, nothing in this 2 definition is intended to suggest or should be construed to mean that any Entity included in this definition is owned, directed, supervised or controlled by the Debtor. 3 3.40 Direct Action Claim. This term will refer to and mean any Claim by any Entity against a Settling Insurer identical to, relating to, or arising from the same injury or damages 4 asserted as any Tort Claim, whether arising by contract, in tort or under the laws of any jurisdiction, including any statute that gives a third party a direct cause of action against an 5 insurer. 6 3.41 Disallowed. This term, when referring to a Claim, will refer to and mean (i) a Claim, or any portion there, that has been disallowed by a Final Order; (ii) a Claim that has been 7 listed in the Schedules at zero or as contingent, disputed, or unliquidated and as to which no proof of Claim has been timely filed or deemed timely filed with, or allowed by, the Bankruptcy Court 8 pursuant to the Bankruptcy Code, Final Order, a settlement or other applicable law; or (iii) a Claim that has not been listed in the Schedules and as to which no proof of Claim has been timely 9 filed or deemed timely filed with, or allowed by, the Bankruptcy Court pursuant to the Bankruptcy Code, Final Order, a settlement or other applicable law. 10 3.42 Disclosure Statement. This term will refer to and mean the Disclosure Statement presented by the RCB with respect to the Plan, including, but not limited to, any restatements, 11 amendments, modifications, and additional disclosures (if any) provided by the RCB to comply with Bankruptcy Code § 1127 or orders of the Bankruptcy Court and which has been approved by 12 the Bankruptcy Court. 13 3.43 Disputed Claim. This term will refer to and mean a Claim: (a) which is listed as disputed in the Debtor’s Schedules filed with the Bankruptcy Court and as to which no proof of 14 Claim was timely filed; or (b) as to which a proof of Claim is filed or is deemed filed under Bankruptcy Rule 3003(b)(1) and as to which a timely objection has been filed and not been 15 withdrawn or resolved by consensual agreement or by a Final Order. 3.44 Disputed Claims Reserve. This term will refer to and mean the reserve to be 16 established on the Effective Date, if necessary (and, thereafter, to be maintained as necessary) to hold in one or more segregated accounts Cash or Assets equal to the aggregate amounts thereof 17 that would have been distributed on an applicable Claim Payment Date on account of a Disputed Claim (other than a Tort Claim). All Disputed Claims may be estimated by the Reorganized 18 Debtor at an amount equal to (a) such lesser amount that is agreed to by a holder of such Claim, (b) the amount claimed if the Court has not made an estimation of such Claim or the holder of 19 such Claim has not agreed to a lesser amount, or (c) the amount, if any, determined by the Court by Final Order pursuant to Bankruptcy Code § 502(c) as an estimate for distribution purposes. In 20 any event, the Estimated Amount will be the maximum amount of the Claim for distribution purposes under the Plan. If the Disputed Claims (other than Tort Claims) are less than $100,000, 21 the Reorganized Debtor need not establish the Disputed Claims Reserve. If the Disputed Claims Reserve is required to be established under the Plan, the Disputed Claims Reserve may be 22 adjusted from time to time after the Effective Date by the Reorganized Debtor after taking into account the anticipated recovery fraction which has been or is anticipated to be paid to the holders 23 of Allowed Claims, after giving effect to the amount of the Disputed Claims as determined pursuant to this provision. The Disputed Claims Reserve will not apply to the Trust or Tort 24 Claims, each of which will be governed by the terms of the Trust Agreement and the Allocation Protocols. 25 3.45 District Court. This term will refer to and mean the United States District Court, 26 Eastern District of California. 3.46 Effective Date. This term will refer to and mean the first Business Day after the 27 Confirmation Date on which all conditions specified in Section 29.1 of the Plan have been satisfied or waived. 28

DEBTOR’S PLAN OF REORGANIZATION -7- DATED OCTOBER 26, 2016

1 3.47 Entity. This term will refer to and mean an individual, corporation, corporation sole, partnership, association, limited liability company, joint stock company, proprietorship, 2 unincorporated association, joint venture, trust, estate, executor, legal representative, or any other organization, as well as any federal, international, foreign, state, or local governmental or quasi- 3 governmental entity, body, or political subdivision or any agency, department, board or instrumentality thereof, any other “person” within the definition of Bankruptcy Code § 101(41), 4 any other “entity” within the definition of Bankruptcy Code § 101(15) and any successor in interest, heir, executor, administrator, trustee, trustee in bankruptcy, or receiver of the foregoing. 5 3.48 Estate. This term will refer to and mean the bankruptcy estate of the RCB created under Bankruptcy Code § 541. 6 3.49 Estimated Amount. This term will refer to and mean the maximum amount at 7 which the Court or the District Court, pursuant to Bankruptcy Code § 502(c), at the request of the RCB or any other party with standing, estimates any Claim or class of Claims against the Debtor 8 that is Contingent, unliquidated or disputed, including, without limitation, any Tort Claim or class thereof for the purpose of (a) allowance, (b) distribution, (c) confirming the Plan pursuant to 9 Bankruptcy Code § 1129, (d) voting to accept or reject the Plan pursuant to Bankruptcy Code § 1126 and Bankruptcy Rule 3018(a), or (e) any other proper purpose. 10 3.50 Exculpated Parties. This term will refer to and mean the Debtor, the Debtor’s Professionals, the Committee and each of its members, the Committee’s Professionals, the Future 11 Claims Representative, and all of their respective present or former members, managers, officers, directors, employees, Representatives, attorneys, and agents acting in such capacity. 12 3.51 Executory Contract. This term will refer to and mean every unexpired lease and 13 other contract which is subject to being assumed or rejected by the Debtor under Bankruptcy Code § 365, pursuant to the Plan or pursuant to separate motion. 14 3.52 Extern Priest Claim. This term will refer to and mean any Claim of an extern priest for retirement benefits held by the Debtor in trust for extern priests as represented by Claim 15 Nos. 31, 32, 33, 41, 43, 52, 67, 68, 81, 82, 91, 93, 96 and 113, as well as the scheduled Claim of Fr. Jose Mario Guarin in the amount of $2,708.34. Such funds are not property of the Debtor’s 16 Estate. 17 3.53 Extra-Contractual Claim. This term will refer to and mean any Claim against any Settling Insurer based, in whole or in part, on: (a) allegations that any Settling Insurer acted in 18 bad faith or in breach of any express or implied duty, obligation or covenant, contractual, statutory or otherwise, including any Claim on account of alleged bad faith; (b) failure to act in 19 good faith; (c) failure to provide Insurance Coverage under any Insurance Policy; (d) violation or breach of any covenant or duty of good faith and fair dealing, whether express, implied or 20 otherwise; (e) violation of any statute, regulation or code governing unlawful, unfair, or fraudulent competition, business, or trade practices, and/or untrue or misleading advertising, 21 including any violation of any unfair claims practices act or similar statute, regulation, or code; (f) failure to investigate or provide a defense or an adequate defense; (g) any type of alleged 22 misconduct; (h) any other act or omission of any Settling Insurer of any type for which the claimant seeks relief other than coverage or benefits under an Insurance Policy; (i) any Settling 23 Insurer’s or Participating Party’s handling of any Claim or any request for Insurance Coverage, including any request for coverage for and/or defense of any Claim, including any Tort Claim; (j) 24 any Claim that, directly or indirectly relates to any of the Insurance Policies and any contractual duties arising therefrom, including any contractual duty to defend any of the Diocese Parties 25 against any Tort Claims; and/or (k) the conduct of the parties with respect to the negotiation of any Insurance Settlement Agreement or Participating Party Agreement. 26 3.54 F & M Bank. This term will refer to and mean Farmers & Merchants Bank of Central California. 27 3.55 Final Order. This term will refer to and mean any order, judgment, or other decree 28 (including any modification or amendment thereof) that remains in effect and has not been

DEBTOR’S PLAN OF REORGANIZATION -8- DATED OCTOBER 26, 2016

1 reversed, withdrawn, vacated, or stayed, and as to which the time for appeal or to seek review, rehearing, or writ of certiorari has expired and no appeal has been timely taken, or, if any 2 appeal(s) or review(s) has been timely taken, (a) it has been finally concluded and no longer remains pending or subject to further appeal or review or (b) the Debtor, Committee (through the 3 Effective Date), the Trustee (after the Effective Date), the Settling Insurers listed on Exhibit 5, and Participating Parties listed on Exhibit 3 have mutually agreed in writing that the order from 4 which such appeal or review is taken should be deemed to be a Final Order. 3.56 Future Claims Representative. This term will refer to and mean Michael P. 5 Murphy, the representative appointed by the Court by order entered December 9, 2014, pursuant to the motion requesting that the Court appoint a representative to represent the interests of 6 Unknown Tort Claimants. 7 3.57 Future Claims Representative’s Professionals. This term will refer to and mean AlixPartners, LLC and any and all other professionals which the Future Claims Representative 8 may retain to provide professional services for a specified purpose, all in accordance with Bankruptcy Code §§ 327(a) and 327(e) and as approved by the Bankruptcy Court. 9 3.58 General Unsecured Claim. This term will refer to and mean every Unsecured Claim against the RCB (including, but not limited to, every such Claim arising from the rejection 10 of an Executory Contract and every Claim which is the undersecured portion of any Secured Claim), which is not an Administrative Claim, Priority Unsecured Claim, Priority Tax Claim, 11 General Unsecured Convenience Claim, Claim of F & M Bank, Claim of RCW, Priest Retirement Claim, Other Tort Claim, Tort Claim, Penalty Claim or Extern Priest Claim. 12 3.59 General Unsecured Convenience Claim. This term will refer to and mean a Claim 13 that would be a General Unsecured Claim except that it is in an amount of $500.00 or less, inclusive of interest accrued thereon after the Petition Date through the later to occur of the 14 Effective Date or the Claim Payment Date; provided, that, if the holder of a General Unsecured Claim in an amount greater than $500.00 makes an election to reduce such Claim to $500.00, 15 such claim will be treated as a General Unsecured Convenience Claim for all purposes. Such election will be made on the Ballot, completed and returned within the time fixed by order of the 16 Court. Making this election will be deemed to be a waiver by such electing holder of any right to participate in Class 6 as to any and all Claims held by such holder. 17 3.60 General Unsecured Creditor. This term will refer to and mean each holder of a General Unsecured Claim. 18 3.61 Initial Allocation. This term will refer to and mean each of the initial allocations 19 of the $15 million Tort Claim Settlement Amount as provided in Article 18, Article 19, Article 20, and Article 21, consisting of: (a) Thirteen Million Dollars ($13,000,000) for Class 12; 20 (b) Five Hundred Thousand Dollars ($500,000) for Class 13; (c) Seven Hundred Fifty Thousand Dollars ($750,000) for Class 14; and (d) the Unknown Tort Claims Fund Note in the face amount 21 of Seven Hundred Fifty Thousand Dollars ($750,000) for Class 15. 3.62 Injunctions. This term will refer to and mean the Channeling Injunction and the 22 Supplemental Injunction. 23 3.63 Insurance Claims. This term will refer to and mean all Claims, Extra-Contractual Claims and enforceable rights (other than the duty to defend) against any Non-Settling Insurer 24 whether sounding in contract, tort, or otherwise, including equity and bad faith, held by the Debtor or its successor or assign for Insurance Coverage of a Tort Claim including those for 25 (i) indemnity and payment of any Tort Claim; (ii) any Non-Settling Insurer’s failure or refusal to provide Insurance Coverage under any Insurance Policy for a Tort Claim against the Debtor, 26 including the failure or refusal to provide a defense to any Tort Claim against the Debtor; (iii) any Non-Settling Insurer’s tortious or wrongful claims handling including the failure or refusal of any 27 Non-Settling Insurer to defend or timely compromise and settle any Tort Claim against the Debtor pursuant to any Insurance Policy; and (iv) the interpretation or enforcement of the terms 28 of any Insurance Policy with respect to coverage of a Tort Claim.

DEBTOR’S PLAN OF REORGANIZATION -9- DATED OCTOBER 26, 2016

1 3.64 Insurance Coverage. This term will refer to and mean insurance that is available under any Insurance Policy, whether known or unknown to the Diocese Parties or the Committee, 2 or any party in interest that provides insurance for any portion of a Tort Claim; provided, however, that Insurance Coverage excludes any agreement or contract providing reinsurance to a 3 Settling Insurer and, for clarity, also does not refer to or mean the Unknown Tort Claims Fund Note. 4 3.65 Insurance Policy. This term will refer to and mean any and all known and unknown binders, certificates, or policies of insurance providing Insurance Coverage, including 5 those identified in the Insurance Settlement Agreement. 6 3.66 Insurance Settlement Agreement. This term will refer to and mean that certain settlement agreement between the Debtor and the Settling Insurers attached hereto as Exhibit 1, 7 and any similar agreement with a Settling Insurer designated as such after the Effective Date pursuant to Section 28.4 of the Plan. 8 3.67 Insured Entity. This term will refer to and mean any Entity insured by any Settling Insurer under a Released Insurance Policy or with respect to a Tort Claim, including but not 9 limited to the Entities listed on Schedule 3.39. 10 3.68 Insurer. This term will refer to and mean (a) any Entity that during any period of time either (i) provided Insurance Coverage to a Diocese Party, its predecessors, successors, or 11 assigns, or (ii) issued an Insurance Policy to a Diocese Party, its predecessors, successors, or assigns; and (b) any Entity owing a duty to defend or pay to defend and/or indemnify a Diocese 12 Party under any Insurance Policy. 3.69 Insurer Representatives. This term will refer to and mean with respect to each 13 Insurer and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged 14 companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, 15 agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, 16 whether known or unknown, and all Entities acting on behalf of, by, through or in concert with them. 17 3.70 Interest. This term will refer to and mean all liens, Claims, encumbrances, 18 interests, and other rights of any nature, whether at law or in equity, including any rights of contribution, indemnity, defense, subrogation, or similar relief. 19 3.71 Medicare Beneficiary. This term will refer to and mean a Tort Claimant or Unknown Tort Claimant who has received, applied for, or is eligible to receive Medicare or 20 Medicaid benefits, and is asserting a Tort Claim against the Debtor. 21 3.72 Medicare Claims. This term will refer to and mean any Claims relating to (a) benefits paid to, received by, or accrued on account of, a Tort Claimant or Unknown Tort 22 Claimant pursuant to the MMSEA or the MSPA; and (b) reporting and payment obligations relating to past conditional payments made, future payments to be made, or otherwise related to 23 Tort Claims, including obligations owing or potentially owing under MMSEA or MSPA. 3.73 MMSEA. This term will refer to and mean the Medicare, Medicaid, and SCHIP 24 Extension Act of 2007. 25 3.74 MSPA. This term will refer to and mean the Medicare Secondary Payer Act. 3.75 Non-Priority Employee Claims. This term will refer to and mean an Unsecured 26 Claim of an employee of the RCB for: (a) vacation or sick leave pay which is not entitled to priority pursuant to Bankruptcy Code § 507(a)(4)(A); and (b) contributions to an employee 27 benefit plan which are not entitled to priority pursuant to Bankruptcy Code § 507(a)(5); provided however, that a Non-Priority Employee Claim shall not include any Other Tort Claim. 28

DEBTOR’S PLAN OF REORGANIZATION -10- DATED OCTOBER 26, 2016

1 3.76 Non-Settling Insurer. This term will refer to and mean any Insurer that is not a Settling Insurer. 2 3.77 Objection Reallocation. This term will refer to and mean a reallocation of the Tort Claims Settlement Amount, to occur if, prior to the conclusion of the hearing on the Disclosure 3 Statement, a Tort Claim listed in the Plan as a Tort Claim B becomes instead a Tort Claim A in the manner set forth in Section 3.127, and consisting of the reallocation of the Tort Claims 4 Settlement Amount as follows: the Initial Allocation for Class 12 shall be increased, and the Initial Allocation for Class 13 shall be commensurately reduced, by an amount equal to the Initial 5 Allocation for Class 13 (as may be supplemented by any previously occurring Objection Reallocations, or any Tort Claims Settlement Amount Additions Allocations) multiplied by a 6 fraction for which the numerator is one (1) and the denominator is the number of Tort Claims in Class 13 prior to the subject Tort Claim B becoming a Tort Claim A. 7 3.78 Other Tort Claim. This term will refer to and mean any and all Claims, demands, 8 suits, causes of action, proceedings or any other rights or asserted rights to payment heretofore, now or hereafter asserted against the Debtor, whether or not reduced to judgment, for property 9 damage, liability or workers compensation for which the Debtor is or may be liable (directly or indirectly), whether arising from tort, contract, employment law, violations of wage and hour 10 laws, or workers compensation or for which there is Insurance Coverage, including but not limited to, any Claim for which the Debtor has a self-insured retention, but excluding Tort 11 Claims, Unknown Tort Claims, any Priority Employee Unsecured Claim, any Administrative Claims, and any Non-Priority Employee Claim. 12 3.79 Participating Party. This term will refer to and mean (i) those Entities listed on Exhibit 3 to the Plan, that are providing or will provide consideration or a portion of the funding 13 for the Plan in exchange for (a) the release of any Claim by the Debtor against such Participating Party, (b) the benefit of the Channeling Injunction, and (c) any other benefits in favor of Protected 14 Parties under the Plan, and (ii) the Representatives of such Entities. Pursuant and subject to Section 28.3 of the Plan, and after notice and a hearing, upon the sole discretion of the Trustee 15 pursuant to its powers under the Trust Agreement, an Entity may become a Participating Party after the Effective Date if the Bankruptcy Court approves an agreement between the Entity and 16 the Debtor, Reorganized Debtor, or the Trustee pursuant to its retained jurisdiction. Upon the Bankruptcy Court’s entry of a Final Order approving such an agreement, the Plan and the 17 Confirmation Order will be deemed amended to include such Entity as a Participating Party. 18 3.80 Participating Party Agreement. This term will refer to and mean that certain agreement between the Debtor and the Participating Parties attached hereto as Exhibit 2, and any 19 other agreements entered into between the Debtor, the Reorganized Debtor or the Trustee and such Entity after the Confirmation Hearing that is consented to by the Reorganized Debtor and 20 the Trustee and approved by the Bankruptcy Court after notice and hearing pursuant to which such Entity becomes a Participating Party. 21 3.81 Parish. This term will refer to and mean any one of the parishes, churches and missions within the territory of the Diocese as set forth on Exhibit 4 hereto, each of which may 22 be, among other things, a separately incorporated entity under applicable state law and each of which the Debtor contends is a separate juridic person under Canon Law. 23 3.82 Parish Real Property. This term will refer to and mean all real property owned by 24 a Parish. 3.83 Pastoral Center. This term will refer to and mean that certain real property located 25 at 212 & 220 N. San Joaquin Street, Stockton, California, as further described in the Debtor’s Schedule A, Item No. 1, at Docket No. 91. 26 3.84 Pastoral Center Lenders. This term will refer to and mean collectively the 27 individuals or Entities who hold fractional interest promissory notes secured by the Pastoral Center as represented by Claim Nos. 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13. 28 3.85 Pastoral Center Loan. This term will refer to and mean collectively the various

DEBTOR’S PLAN OF REORGANIZATION -11- DATED OCTOBER 26, 2016

1 fractional interest promissory notes held by the Pastoral Center Lenders in the aggregate principal amount of $1,600,000.00, executed by the RCB on or about December 20, 2010, and as modified 2 on or about January 7, 2014. 3.86 Pastoral Center Loan Documents. This term will refer to and mean the documents 3 evidencing the Pastoral Center Loan. 4 3.87 Penalty Claims. This term will refer to and mean any Claims for any fine, penalty, forfeiture, multiple damages, punitive damages, or exemplary damage, including any Claim not 5 meant to compensate the claimant for actual pecuniary loss. 3.88 Petition Date. This term will refer to and mean January 15, 2014, which is the 6 filing date of the voluntary Chapter 11 petition commencing the Reorganization Case. 7 3.89 Plan. This term will refer to and mean the “Debtor’s Plan of Reorganization” dated October 26, 2016, and every restatement, amendment, or modification thereof, if any, filed 8 by the Debtor. 3.90 Plan Documents. This term will refer to and mean all agreements, documents and 9 exhibits, as the same may be amended, modified, supplemented, or restated from time to time, that are incorporated into the Plan and/or are necessary or appropriate to implement the Plan and 10 the Trust, including the Trust Documents, Insurance Settlement Agreement, Participating Party Agreement, Class 12 Tort Claims A Ballot, Class 13 Tort Claims B Ballot and Class 14 Tort 11 Claims C Ballot, provided that the Committee shall have approved each of said agreements, documents and exhibits as to form and content, such approval not to be unreasonably withheld. 12 3.91 Plan Implementation Account. This term will refer to and mean the account to be 13 established by the Debtor on or after the Confirmation Date at a Bank of Stockton into which all funds necessary to fund the Plan will be deposited, including all amounts to be paid by the 14 Settling Insurers and the Participating Parties pursuant to the respective Insurance Settlement Agreement and Participating Party Agreement. The Debtor or Reorganized Debtor will fund the 15 Trust by transfers from the Plan Implementation Account into such account or accounts established by the Trustee pursuant to the Trust Agreement and pursuant to written instructions 16 from the Trustee. 3.92 Post-Effective Date Secured Tax Claims. This term will refer to and mean every 17 whole or prorated portion of a Secured Tax Claim which arises on or after the Effective Date, and which will be paid in the ordinary course of business of the Reorganized Debtor. 18 3.93 Prepetition Date Secured Tax Claims. This term will refer to and mean every 19 whole or prorated portion of a Secured Tax Claim which arises before and up to the Petition Date, and which will be classified and paid under the Plan as the Plan provides for Class 2 Claims. 20 3.94 Priest Rabbi Trust Pension Plan. This term will refer to and mean The Diocese of Stockton Priests Pension Plan dated December 12, 2001. 21 3.95 Priest Retirement Claim. This term will refer to and mean the legal, equitable and 22 contractual rights of any individual arising under the Priest Rabbi Trust Pension Plan and/or the Qualified Priest Pension Plan, as shown in the proof of claim numbers set forth on Schedule 3.95. 23 3.96 Priority Employee Unsecured Claim. This term will refer to and mean every Unsecured Claim of an employee of the RCB for: (a) vacation or sick leave pay which is 24 otherwise entitled to priority pursuant to Bankruptcy Code § 507(a)(4)(A); and (b) contributions to an employee benefit plan which are otherwise entitled to priority pursuant to Bankruptcy Code 25 § 507(a)(5). 26 3.97 Priority Tax Claim. This term will refer to and mean every Unsecured Claim or portion thereof which is entitled to priority pursuant to Bankruptcy Code § 507(a)(8). 27 3.98 Priority Unsecured Claim. This term will refer to and mean every Unsecured Claim or portion thereof which is not an Administrative Claim, a Professional Fee Claim, a 28 Priority Tax Claim or a Priority Employee Unsecured Claim and which is entitled to priority

DEBTOR’S PLAN OF REORGANIZATION -12- DATED OCTOBER 26, 2016

1 under any applicable provision of Bankruptcy Code § 507. 3.99 Professional Fee Claim. This term will refer to and mean the allowed interim and 2 final professional fees and expenses charged by Chapter 11 Professionals. 3 3.100 Professional Fee Cap. This term will refer to and mean a cap of $350,000 for all Professional Fee Claims incurred by Committee’s Professionals and Debtor’s Professionals from 4 the period from April 19, 2016 through the Effective Date 3.101 Property Tax Administrative Claim. This term will refer to and mean every Claim 5 of any state or local governmental unit which is an Administrative Claim for unpaid real property taxes, unpaid personal property taxes, or unpaid sales taxes or leasing taxes, and every prorated 6 portion thereof arising on and after the Petition Date until the Effective Date. Property Tax Administrative Claims will be classified and paid under the Plan as the Plan provides for 7 Administrative Claims. 8 3.102 Property Tax Claims. This term will refer to and mean collectively: (a) every Property Tax Administrative Claim; (b) every Prepetition Date Secured Tax Claim; and (c) every 9 Post-Effective Date Secured Tax Claim. 3.103 Property Tax Claims Proration. This term will refer to and mean the proration of 10 Property Tax Claims as of the Effective Date, so that: (a) Post-Effective Date Secured Tax Claims will be paid by the Reorganized Debtor in the ordinary course of its business; (b) Prepetition Date 11 Secured Tax Claims will be paid by the Debtor or the Reorganized Debtor as provided for Class 2 Claims under the Plan; and (c) Property Tax Administrative Claims will be paid by the Debtor or 12 the Reorganized Debtor as provided for Administrative Claims under the Plan. 13 3.104 Protected Parties. This term will refer to and mean: (a) the Diocese Parties; (b) the Participating Parties; and (c) the Settling Insurers. Protected Parties does not include: (i) an 14 individual who personally committed an act or acts of Abuse as defined in Section 3.2(a) causing a Tort Claim; or (ii) a Co-Defendant. 15 3.105 Qualified Counsel. This term will refer to and mean those attorneys representing Tort Claimants who have entered into written retainer or fee agreements with such Tort 16 Claimant(s) on or before the Effective Date; provided that such attorney agrees that the attorney’s receipt of Qualified Counsel Fees is credited against the fees owed by such Tort Claimant. 17 3.106 Qualified Counsel Fees. This term will refer to and mean an amount equal to the 18 unpaid fees and reimbursable expenses (prepetition and postpetition through the Effective Date) payable from the applicable subaccount of the Trust to Qualified Counsel on account of Tort 19 Claims under any written retainer or fee agreements with Tort Claimants who receive a distribution on account of such Tort Claims under the Plan. 20 3.107 Qualified Priest Pension Plan. This term will refer to and mean The Diocese of Stockton Priests Qualified Pension Plan Effective July 1, 2012. 21 3.108 RCB Loan. This term will refer to and mean the loan from F & M Bank to RCB 22 as the primary borrower and RCW as the guarantor, as represented by Claim No. 85. 3.109 RCW. This term will refer to and mean The Roman Catholic Welfare Corporation 23 of Stockton, a California religious corporation. 24 3.110 RCW Claim. This term will refer to and mean the Claim of the RCW for reimbursement for amounts the RCW has paid to F & M Bank with respect to the RCB loan. 25 3.111 RCW Loan. This term will refer to and mean the loan from F & M Bank to RCW as the primary borrower and RCB as the guarantor, as represented by Claim No. 86. 26 3.112 Related Insurance Claim. This term will refer to and mean (i) any Contribution 27 Claim; (ii) any Extra-Contractual Claim that, directly or indirectly, relates to any Tort Claim, including any Claim that, directly or indirectly, relates to any of the Settling Insurers’ or 28 Participating Parties’ handling of any Tort Claim; (iii) any Direct Action Claim; and (iv) any

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1 Claim for Insurance Coverage. 3.113 Released Insurance Policy. This term will refer to and mean any and all Insurance 2 Policies issued or allegedly issued by any of the Settling Insurers to the Diocese Parties that are the subject of the Insurance Settlement Agreement. 3 3.114 Reorganization Case. This term will refer to and mean the case under Chapter 11 4 of the Bankruptcy Code which was commenced by the filing of a voluntary Chapter 11 petition by the RCB on the Petition Date. 5 3.115 Reorganized Debtor. This term will refer to and mean the RCB, from and after the Effective Date. Unless otherwise expressly stated or the context otherwise requires, references to 6 “the Debtor and the Reorganized Debtor” and references to “the Debtor or the Reorganized Debtor” throughout various provisions of the Plan are an effort to recognize that an event may 7 occur before or after the Effective Date. 8 3.116 Representative. This term will refer to and mean the current and former provincials, priests, brothers, friars, clerics, members, parents, affiliates, subsidiaries, indirect 9 parents, principals, shareholders, managers, claims managers, officers, directors, agents, attorneys, employees, contractors, financial advisors and legal representatives of an Entity acting 10 in such capacity and, as to the liability or rights of such Entities, any successors, assignors, and assigns of each of the foregoing, in each case to the extent acting in the herein indicated capacity. 11 3.117 Retained Claims. This term will refer to and mean Debtor’s Claims that are not otherwise settled pursuant to the Plan or agreements approved by the Bankruptcy Court on or 12 prior to the Effective Date, any rights or Claims of the Debtor for indemnification, contribution, or fault allocation and other Claims of the Debtor against any Entity on account of any Claims 13 which are or may be asserted against the Debtor, including the Debtor’s Claims listed on Schedule 3.117 to this Plan. Retained Claims do not include any Claims transferred or assigned 14 to the Trust and expressly exclude any claims against any Entity that are settled or released by the Debtor under the Plan. 15 3.118 Revested Assets. This term will refer to and mean all Assets and/or property, real 16 or personal, owned by the Debtor which are not transferred to the Trust, or not to be transferred to the Trust (e.g., funds in the Implementation Account are not Revested Assets). 17 3.119 Schedules. This term will refer to and mean the Schedules of Assets and Liabilities and Statement of Financial Affairs of the Debtor filed pursuant to Bankruptcy Code 18 § 521, the Official Bankruptcy Forms and the Bankruptcy Rules, including any supplements or amendments thereto through the Confirmation Date. 19 3.120 Secured Claim. This term will refer to and mean every Claim or portion thereof 20 which is asserted by the Creditor holding such Claim to be secured by a lien, security interest, or assignment encumbering property in which the Debtor has an interest and including any right to 21 setoff asserted by a Creditor that is treated as a Secured Claim under the Bankruptcy Code, but only to the extent of the validity, perfection, and enforceability of the claimed lien, security 22 interest, or assignment, and the value of the interest of the Creditor holding such Claim against such property of the Debtor. 23 3.121 Secured Creditor. This term will refer to and mean every Creditor which holds a Secured Claim in the Reorganization Case. 24 3.122 Secured Tax Claim. This term will refer to and mean every Claim of any federal, 25 state, or local governmental unit, which is asserted by such governmental unit holding such Claim which is secured by property of the Estate by operation of applicable non-bankruptcy laws, 26 including, but not limited to, every such Claim for unpaid real property taxes, unpaid personal property taxes, or unpaid sales taxes or leasing taxes, and further including, but not limited to, 27 both the Prepetition Date Secured Tax Claims and the Post-Effective Date Secured Tax Claims, but only to the extent of the validity, perfection, and enforceability of the claimed lien, security 28 interest, or assignment, and the value of the interest of the governmental unit holding such Claim

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1 against the Debtor and only to the extent that such Secured Tax Claim does not relate to Parish Real Property. Any Claims for unpaid real property taxes, unpaid personal property taxes, or 2 unpaid sales taxes or leasing taxes pertaining to a Parish or Parish Real Property will be paid by the Parish owning such Parish Real Property or other property pertaining to such tax. 3 3.123 Settling Insurers. This term will refer to and mean (a) each of those Insurers listed on Exhibit 5 to the Plan; (b) those Insurers who become Settling Insurers after the date of the Plan 4 pursuant to Section 28.4 of the Plan; and (c) the Insurer Representatives of those Insurers included in (a) and (b). 5 3.124 Supplemental Injunction. This term will refer to and mean the injunction provided 6 for the benefit of the Settling Insurers under Section 30.6 of the Plan. 3.125 Tort Claim. This term will refer to and mean any and all Claims, including 7 Penalty Claims, any Claims for attorneys’ fees and other expenses, fees or costs, or for any equitable remedy asserted against the Debtor, any Protected Parties, the Trustee, or the Trust, and 8 in each case, related to bodily injuries, personal injuries or death, including emotional distress, mental distress, mental anguish, shock or humiliation, originating with, based on, caused by or in 9 any way related to: (a) acts of Abuse occurring prior to the Petition Date including such acts committed by any cleric, employee, volunteer, agent, contractor or other Entity associated with 10 the Diocese Parties, any Parish or any affiliated or related Entity within the territory of the Diocese; (b) with respect to Claims based upon or relating in any way to Abuse, the failure to 11 properly hire, install and/or supervise prior to the Petition Date any cleric, any volunteer, or any other employee, agent or contractor of, or Entity associated with, the Diocese Parties, a Parish or 12 any affiliated or related Entity within the territory of the Diocese; (c) the processing, adjustment, defense, settlement, payment, negotiation or handling of any Claims, based upon or relating in 13 any way to Claims made as a result of any Abuse occurring prior to the Petition Date asserted by a Tort Claimant related to or within the territory of the Diocese; (d) the failure to warn, disclose, 14 investigate, detect, report, prevent, remedy, or provide information concerning either the Abuse or other misconduct related to Abuse occurring prior to the Petition Date of clergy, employees, 15 volunteers, agents or contractors of Entities associated with the Diocese Parties, the Parishes or any affiliated or related Entities within the territory of the Diocese; (e) the failure to provide 16 medical, psychological or other care, counseling or treatment to victims or relatives of victims of Abuse occurring prior to the Petition Date; or (f) any other acts or omissions related to Abuse 17 occurring prior to the Petition Date. Subject to the limitations contained in the Plan and except for purposes of classification under the Plan, Tort Claims include Unknown Tort Claims. 18 3.126 Tort Claim A. This term will refer to and mean each of the following Tort Claims: 19 Tort Claim Nos. 131, 136, 140 and 141. These claims (a) appear timely and properly filed on their face, (b) are for Abuse 20 occurring or beginning while the Tort Claimant was a minor, (c) are not the separately settled Tort Claim C, and (d) present on the face of the proof of claim, or in the pleadings of any lawsuit 21 referenced in the proof of claim, and/or through post-Petition Date allegations a credible argument that the claim is not barred by the statute of limitations. 22 Such credibility generally refers to either (i) the proof of claim revealing that the Tort 23 Claimant had not reached the age of 26 before the earlier of its filing suit against the Debtor or the Petition Date (January 15, 2014) or (ii) such claim both meeting any of the following criteria and 24 the Debtor or Committee having had some indication that the Tort Claimant is prepared to so demonstrate: (1) the Tort Claimant was born after January 1, 1977 and is alleging under 25 California Code of Civil Procedure 340.1 that the suit was due to either or both (x) delayed discovery (that psychological injury or illness occurring after the age of majority was caused by 26 Abuse), or (y) the failure of a defendant to take or implement reasonable steps or safeguards (to avoid future acts of Abuse); or (2) the Debtor and/or other parties against whom the claim was 27 alleged are alleged to be prevented from asserting a statute of limitations defense due to equitable estoppel. 28 Except as otherwise ordered by the Court prior to the conclusion of the Confirmation

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1 Hearing, this term also refers to and means any Tort Claims listed in the definition of Tort Claim B as to which the following applies: (A) the Tort Claimant files, in response to the notice for 2 approval of the Disclosure Statement, an objection to classification; (B) such objection contains sufficient evidence and argument for the subject Tort Claim to (I) prove that such Tort Claim was 3 timely and properly filed, (II) demonstrate that such Tort Claim is for Abuse occurring or beginning while the Tort Claimant was a minor, and (III) defeat an objection to such Tort Claim 4 based on the applicable state law statute of limitations defense; and (C) prior to approval of the Disclosure Statement, the Court so finds for the Tort Claimant as to clauses (A) and (B)(I) 5 through (III) of this sentence, and sustains such Tort Claimant’s classification objection. 3.127 Tort Claim B. This term will refer to and mean each of the following Tort Claims: 6 Tort Claim Nos. 100, 103, 104, 105, 119, 121, 123, 124, 125, 128 (as amended by Claim No. 152), 132, 134 (as amended by Claim No. 150), 135, 137, 138, 139, 142, 143, 144, 145, 147, 148 7 and 149. 8 These are Tort Claims that do not fit within the definitions of Tort Claim A, Tort Claim C or Unknown Tort Claims. Besides not being Tort Claim C or Unknown Tort Claims, these Tort 9 Claims generally then (a) do not appear timely or properly filed on their face, or (b) are not for Abuse occurring or beginning while the Tort Claimant was a minor, or (c) do not present on the 10 face of the proof of claim, in the pleadings of any lawsuit referenced in the proof of claim, or through post-Petition Date allegations a credible argument that the claim is not barred by the 11 statute of limitations. Nonetheless, except as otherwise ordered by the Court prior to the conclusion of the 12 Confirmation Hearing, this term will not refer to any of such Tort Claims listed above in this section as to which the following applies: (i) the Tort Claimant files, in response to the notice for 13 approval of the Disclosure Statement, an objection to classification; (ii) such objection contains sufficient evidence and argument for the subject Tort Claim to (1) prove that such Tort Claim was 14 timely and properly filed, (2) demonstrate that such Tort Claim is for Abuse occurring or beginning while the Tort Claimant was a minor, and (3) defeat an objection to such Tort Claim 15 based on the applicable state law statute of limitations defense; and (iii) prior to approval of the Disclosure Statement, the Court so finds for the Tort Claimant as to clauses (i) and (ii)(1) through 16 (3) of this sentence, and sustains such Tort Claimant’s classification objection. Such Tort Claim, as to which all of the preceding (i), (ii) and (iii) of this paragraph apply, shall be a Tort Claim A. 17 3.128 Tort Claim Bar Date. This term will mean and refer to August 15, 2014, the Bar 18 Date for Tort Claims. 3.129 Tort Claim Bar Date Notice Date. This term will mean and refer to May 9, 2014, 19 the first date of service of the notice of the Tort Claim Bar Date. 20 3.130 Tort Claim C. This term will refer to and mean the following Tort Claim as to which the Debtor entered into a prepetition settlement that is alleged by the Tort Claimant to have 21 included false representations as to the Debtor’s ability to pay and as to which amounts remain unpaid: Claim No. 130. 22 3.131 Tort Claimant. This term will refer to and mean an Entity who asserts a Tort Claim. 23 3.132 Tort Claims A Allocation Protocol. This term will refer to and mean the allocation 24 protocol with respect to Class 12 Tort Claims in the form attached hereto as Exhibit 6. 3.133 Tort Claims B Allocation Protocol. This term will refer to and mean the allocation 25 protocol with respect to Class 13 Tort Claims in the form attached hereto as Exhibit 7. 26 3.134 Tort Claim Interests. This term will refer to and mean all liens, Claims, encumbrances, interests, Insurance Coverage and other rights of any nature, whether at law or in 27 equity, relating to (a) Tort Claims; or (b) Related Insurance Claims. 3.135 Tort Claims Settlement Amount. Fifteen Million Dollars ($15,000,000) payable 28 $14,250,000 to the Trust in Cash and by transfer to the Trust of the $750,000 Unknown Tort

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1 Claims Fund Note. 3.136 Tort Claims Settlement Amount Additions Allocation. This term refers to and 2 means the allocation of any additional amount made available for distribution to Tort Claimants under the Plan other than the Tort Claim Settlement Amount, including additional amounts made 3 available from Entities that are added in accordance with the Plan to the initial Participating Parties or Settling Insurers, which additional amounts are to be reallocated to Classes 12, 13 and 4 15 pro rata based on such Classes’ respective Initial Allocations, as increased or reduced by any Objection Reallocation. 5 3.137 Trust. This term will refer to and mean the trust to be established pursuant to the 6 Plan and the Trust Agreement. 3.138 Trust Agreement. This term will refer to and mean the Trust Agreement attached 7 as Exhibit 8 to the Plan that will create the Trust that will assume liability for and will pay all Tort Claims and Unknown Tort Claims in accordance with the Plan and Allocation Protocols. 8 3.139 Trust Assets. This term will refer to and mean all property funded to the Trust. 9 3.140 Trust Documents. This term will refer to and mean the Trust Agreement, Allocation Protocols, Unknown Tort Claims Fund Note, other instruments and other documents 10 that are reasonably necessary or desirable in order to implement the provisions of the Plan that relate to the creation, administration and funding of the Trust. The Trust Documents will be 11 subject to approval of the Debtor or the Reorganized Debtor which approval will not be unreasonably withheld. 12 3.141 Trustee. This term will refer to and mean OMNI Management Acquisition Corp., 13 the trustee of the Trust, and any successor trustee appointed pursuant to the terms of the Plan and the Trust Agreement. 14 3.142 Unknown Tort Claimant. This term will refer to and mean an individual who has, or contends he or she has, or holds an Unknown Tort Claim. 15 3.143 Unknown Tort Claim. This term will refer to and mean any Tort Claim for which 16 (a) no proof of Claim is filed or deemed filed on or before the Bar Date by a Tort Claimant (as opposed to the proof of Claim filed by the Future Claims Representative); and (b) a proof of 17 Claim is filed or submitted after the Bar Date in accordance with the procedures set forth in the Plan, the Confirmation Order and the Unknown Tort Claim Allocation Protocol, if the Entity 18 asserting the Tort Claim: a. Knew that he or she had an incident of Abuse for which the Debtor is 19 alleged to be liable while such Tort Claimant was a minor, yet, prior to the May 9, 2014 Tort Claim Bar Date Notice Date failed to make the connection between such incident and injuries 20 arising therefrom such that the applicable state law limitations period would not have expired prior to the Tort Claim Bar Date; 21 b. Had repressed memory, prior to the May 9, 2014 Tort Claim Bar Date 22 Notice Date, that, as a minor, he or she had an incident of Abuse; or c. Had not reached the age of twenty-six (26) prior to the May 9, 2014 Tort 23 Claim Bar Date Notice Date. 24 d. With respect to (a) – (c) above, the application or interpretation of any such provisions to any Tort Claim shall be performed solely by the Abuse Claims Reviewer. 25 3.144 Unknown Tort Claims Fund. This term will refer to and mean the Cash proceeds received by the Trustee in respect of the Unknown Tort Claims Fund Note. Such fund shall be 26 administered by the Trust pursuant to the terms of the Plan and the Trust Documents. 27 3.145 Unknown Tort Claims Fund Note. This term will refer to and mean the secured promissory note to be issued by the Reorganized Debtor as of the Effective Date in the maximum 28 amount of $750,000, a copy of which is attached hereto as Exhibit 9 and incorporated herein as

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1 part of the Plan as a Trust Document and Plan Document. 3.146 Unknown Tort Claims Fund Reallocation and Distribution. This term will refer to 2 and mean a reallocation and distribution of the remainder, if any, of the Initial Allocation for the Class 15 Unknown Tort Claims as follows: first, such funds shall be a source for the Trustee for, 3 inter alia, expenses of administering the Trust and paying the Trustee and Abuse Claims Reviewer; and second, remaining funds thereafter shall be distributed to Tort Claimants holding 4 Tort Claims A, Tort Claims B or Unknown Tort Claims who have timely executed and returned the releases and certifications referenced in Article 18, Article 19, and Article 21, and have 5 received or are entitled to receive a distribution under the Plan. Such distributions to such Tort Claimants shall be paid pro rata among such Tort Claimants based on the aggregate of each such 6 Tort Claimant’s previously received distributions and the amount of the other distributions to which they are entitled (rather than in accordance with any Allocation Protocol). 7 3.147 Unknown Tort Claims Allocation Protocol. This term will refer to and mean the 8 allocation protocol with respect to Class 15 Unknown Tort Claims in the form attached hereto as Exhibit 10. 9 3.148 Unsecured Claim. This term will refer to and mean every Claim or portion thereof, regardless of the priority of such Claim, which is not a Secured Claim. 10 3.149 Unsecured Creditor. This term will refer to and mean every Creditor which holds 11 an Unsecured Claim in the Reorganization Case. 12 ARTICLE 4 PLAN OBJECTIVES 13 The Plan provides the means for settling and paying all Claims asserted against the Debtor. The Plan also provides for Participating Parties and Settling Insurers to participate by 14 contributing funds and property that will be used, in part, for the benefit of Tort Claimants and Unknown Tort Claimants. The Plan provides for the creation of a Trust for the exclusive benefit 15 of Tort Claimants (including Unknown Tort Claimants). The Trust Assets will include the $15 million Tort Claims Settlement Amount (derived in part from the Unknown Tort Claims Fund 16 Note from the Debtor, and in various amounts, from Cash from the Debtor and contributions by Participating Parties and Settling Insurers). Trust Assets will be used to fund the Trust’s costs 17 and expenses and payments to Tort Claimants and Unknown Tort Claimants. Tort Claims are divided into Tort Claims A, Tort Claims B, Tort Claim C and Unknown Tort Claims. 18 Distributions from the Trust for Tort Claims A, Tort Claims B and Tort Claim C and provisions for retention of reserves in the Trust are set forth in the treatment section of the Plan below and 19 the Allocation Protocols. The Unknown Tort Claims Fund will provide the funds for payment of Unknown Tort Claims when and if any such Unknown Tort Claims receive Awards and for 20 related expenses (as and when payable). General Unsecured Creditors with Claims of $500 or less will be paid the Allowed amount of their Claims on the Effective Date. With certain 21 exceptions, General Unsecured Creditors with Claims greater than $500 will be paid in Cash 50% of the Allowed amount of their Claims in full satisfaction of such Claims on the Effective Date. 22 The Plan also provides for restructuring of the Secured Claims against the Debtor. The Debtor will receive the benefit of a Bankruptcy Code § 1141(d) discharge as set forth in the Plan and the 23 Confirmation Order. In consideration of their respective contributions towards funding the Plan and the Trust, the Settling Insurers, Insured Entities and Protected Parties will receive the benefit 24 of the Injunctions and releases provided under the Plan, Insurance Settlement Agreement and Participating Party Agreement. 25 ARTICLE 5 26 UNCLASSIFIED CLAIMS 27 5.1 Administrative Claims (other than Professional Fee Claims). Each holder of an Allowed Administrative Claim shall receive, in full satisfaction, 28

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1 settlement, release and extinguishment of such Claim, Cash equal to the Allowed amount of such Administrative Claim either (a) on the Effective Date (or, if later, the applicable Claim Payment 2 Date); or (b) as otherwise agreed in writing by the holder of the Allowed Claim or ordered by the Bankruptcy Court; provided, however, that (i) any Administrative Claim incurred postpetition by 3 the Debtor in the ordinary course of its operations or arising pursuant to one or more postpetition agreements or transactions entered into by the Debtor with Bankruptcy Court approval, shall be 4 paid or performed in accordance with the terms and conditions of the particular transaction(s) and any agreement(s) relating thereto, or as otherwise agreed by the Debtor (if before the Effective 5 Date) or the Reorganized Debtor (on or after the Effective Date), on the one hand, and the holder of such Administrative Claim, on the other; and (ii) any Administrative Claim related to Abuse 6 occurring after the Petition Date through the Confirmation Date will be paid on the Claim Payment Date after settlement or entry of a Final Order in the appropriate non-bankruptcy forum 7 and, without in any way limiting the payment obligation of the preceding clause, may be paid from Insurance Policies issued by Non-Settling Insurers covering such Claim. 8 5.2 Professional Fee Claims. 9 Chapter 11 Professionals shall file final fee applications for approval of Professional Fee Claims on or before sixty (60) days after the last day of the month in which the 10 Effective Date occurs. The Reorganized Debtor shall pay all Allowed Professional Fee Claims, subject to the Professional Fee Cap, within five (5) Business Days of entry of a Final Order 11 approving such Professional Fee Claims, unless otherwise ordered by the Bankruptcy Court or agreed between the Chapter 11 Professional and the Reorganized Debtor. 12 5.3 Priority Unsecured Claims. 13 Each holder of an Allowed Priority Unsecured Claim shall receive, in full 14 satisfaction, settlement, release and extinguishment of such Claim, Cash equal to the Allowed amount of such Priority Unsecured Claim either (a) on the Effective Date (or, if later, the 15 applicable Claim Payment Date); or (b) as otherwise agreed in writing by the holder of the Allowed Claim or ordered by the Bankruptcy Court. 16 5.4 Priority Tax Claims. 17 The holder of every Allowed Priority Tax Claim, will be paid, in full satisfaction of such Claim pursuant to the provisions of Bankruptcy Code § 1129(a)(9)(C): (a) in deferred 18 Cash payments over a period of five (5) years from the date of assessment, to be paid in equal quarterly installments of principal and interest; (b) the first payment to be made on the first 19 Business Day after the day which is sixty (60) days after the later of the Effective Date or the Claim Payment Date; and each payment thereafter to be made on the first Business Day of each 20 succeeding quarter until paid in full; provided, however, that the entire unpaid amount of the Allowed Priority Tax Claim, together with any interest accrued thereon, will be paid in full on the 21 date which is five (5) years after the date of assessment of such Allowed Priority Tax Claim; or (c) as otherwise agreed in writing by the holder of the Allowed Claim or ordered by the 22 Bankruptcy Court. 23 ARTICLE 6 CLASSIFICATION OF CLAIMS 24 6.1 Classification. 25 All Claims except Administrative Claims, Priority Unsecured Claims and Priority 26 Tax claims are placed in the following classes for all purposes including voting, confirmation of the Plan and distribution pursuant to the Plan. A Claim will be deemed classified in a particular 27 Class only to the extent that the Claim qualifies within the description of that Class and will be deemed classified in a different Class to the extent that any remainder of the Claim qualifies 28 within the description of such different Class. If a Claim is acquired or transferred, the Claim will

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1 be placed in the Class where it would have been placed if it were owned by the original holder of such Claim. If a Claimant has more than one Claim in the same class, such Claims will be 2 aggregated and treated as a single Claim. If a Claimant has Claims in different Classes, such Claims will be aggregated only within the same Class and not between Classes. As of the 3 Confirmation Hearing, any Class of Claims which does not contain an Allowed Claim (or a Claim temporarily or provisionally allowed by the Bankruptcy Court for voting purposes) will be 4 deemed automatically deleted from the Plan with respect to voting on confirmation of the Plan. 5 6.2 Classes. For purposes of the Plan, Claims against the Debtor are hereby classified in the 6 following classes in accordance with Bankruptcy Code § 1122(a): 7 Class 1 – Priority Employee Unsecured Claims (Unimpaired; Not Entitled to Vote; Deemed to Accept) 8 Class 2 – Prepetition Date Secured Tax Claims (Impaired; Entitled to Vote) 9 Class 3 – Pastoral Center Lender Secured Claims (Impaired; Entitled to Vote) Class 4 – Non-Priority Employee Claims (Unimpaired; Not Entitled to Vote; 10 Deemed to Accept) 11 Class 5 – General Unsecured Convenience Claims (Unimpaired; Not Entitled to Vote; Deemed to Accept) 12 Class 6 – General Unsecured Claims (Impaired; Entitled to Vote) 13 Class 7 – Claim of F & M Bank (Impaired; Entitled to Vote) Class 8 – Claim of RCW (Impaired; Entitled to Vote) 14 Class 9 – Priest Retirement Claims (Impaired; Entitled to Vote) 15 Class 10 – Extern Priest Claims (Unimpaired; Not Entitled to Vote; Deemed to Accept) 16 Class 11 – Other Tort Claims (Impaired; Entitled to Vote) 17 Class 12 – Tort Claims A (Impaired; Entitled to Vote) 18 Class 13 –Tort Claims B (Impaired; Entitled to Vote) Class 14 – Tort Claim C (Impaired; Entitled to Vote) 19 Class 15 – Unknown Tort Claims (Impaired; Entitled to Vote) 20 ARTICLE 7 21 TREATMENT OF CLASS 1 CLAIMS (PRIORITY EMPLOYEE UNSECURED CLAIMS) 22 7.1 Treatment. 23 All Allowed Priority Employee Unsecured Claims will be satisfied, in full, without interest, in accordance with the policies and procedures regarding vacation and sick leave pay in 24 effect at the RCB at the time such Priority Employee Unsecured Claim becomes matured and liquidated. No holder of an Allowed Priority Employee Unsecured Claim will receive any Cash 25 on account of such Claim except to the extent that the employee is entitled to a Cash payment in accordance with the policies and procedures of the RCB. 26 7.2 Impairment. 27 The Class 1 Claims are unimpaired under the Plan. /// 28

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1 ARTICLE 8 TREATMENT OF CLASS 2 CLAIMS 2 (PREPETITION DATE SECURED TAX CLAIMS) 3 8.1 Treatment. All Class 2 Claims, as and when they are Allowed Claims, will be treated as fully 4 Secured Claims and will be paid fully in Cash as follows: 5 a. In order to compute the Prepetition Date Secured Tax Claims which are the Class 2 Claims, the Property Tax Claims Proration will be conducted as of the Effective Date, if 6 necessary. The Prepetition Date Secured Tax Claims which are Allowed Claims will bear interest from and after the Effective Date until they are paid in full at the rate of eighteen percent (18%) 7 per annum or such other rate as ordered by the Bankruptcy Court. b. The Allowed Class 2 Claims, including interest thereon from and after the 8 Effective Date, will be paid in three (3) equal installments. The first (1st) installment will be paid on the first Business Day which is ninety (90) days after the later of the Effective Date or the 9 Claim Payment Date. The second (2nd) installment will be paid on the first Business Day after the first (1st) anniversary of the later of the Effective Date or the applicable Claim Payment Date. 10 The third (3rd) installment will be paid on the first Business Day after the second (2nd) anniversary of the later of the Effective Date or the applicable Claim Payment Date. 11 c. No penalties will be paid on any of the Allowed Class 2 Claims. 12 8.2 Disputed Claims. 13 Notwithstanding the pendency of any appeal to any state or local taxing authorities of a determination of property taxes or assessment on the Petition Date, nothing contained herein 14 will prohibit the Debtor from exercising its rights pursuant to Bankruptcy Code § 505 and having the Class 2 Claim(s) determined by the Bankruptcy Court to the extent that any Class 2 Claims 15 are Disputed Claims. 8.3 Retention of Liens. 16 Each creditor holding a Class 2 Allowed Claim will retain its lien(s) on its 17 collateral to the extent of its Class 2 Allowed Secured Claim. 8.4 Impairment. 18 The Class 2 Claims are impaired under the Plan. 19 ARTICLE 9 TREATMENT OF CLASS 3 CLAIMS 20 (PASTORAL CENTER LENDER SECURED CLAIMS) 21 9.1 Treatment. 22 The outstanding pre- and post-petition arrears as of the Effective Date owed to the holders of Allowed Pastoral Center Lender Secured Claims in Class 3 will be added to the 23 principal due under the Pastoral Center Loan. The Allowed Class 3 Pastoral Center Secured Lender Claims will be paid in monthly installments of principal and interest at the rate of three 24 and one-quarter percent (3.25%) per annum from the Effective Date and thereafter amortized over ten (10) years from the Effective Date until paid in full. The first payment on the Allowed 25 Class 3 Pastoral Center Lender Secured Claims will be due on or before the later of January 1, 2017, or the first (1st) day of the month that is at least fifteen (15) days after the Effective Date 26 and continuing on the first (1st) day of each month thereafter until paid in full. The Pastoral Center Loan Documents will be modified to the extent necessary to conform to the Plan. 27 9.2 Retention of Liens. 28 Holders of the Class 3 Pastoral Center Lender Secured Claims will retain their

DEBTOR’S PLAN OF REORGANIZATION -21- DATED OCTOBER 26, 2016

1 lien(s) on the Pastoral Center to the extent of their Class 3 Pastoral Center Lender Secured Claims until the Class 3 Claims are paid as provided in the Plan. 2 9.3 Impairment. 3 The Class 3 Claims are impaired under the Plan. 4 ARTICLE 10 TREATMENT OF CLASS 4 CLAIMS 5 (NON-PRIORITY EMPLOYEE CLAIMS) 10.1 Treatment. 6 All Allowed Non-Priority Employee Claims will be satisfied, in full, without 7 interest, in accordance with the policies and procedures regarding vacation and sick leave pay in effect at the RCB at the time such Non-Priority Employee Claim becomes matured and 8 liquidated. No holder of an Allowed Non-Priority Employee Claim will receive any Cash on account of such Claim except to the extent that the employee is entitled to a Cash payment in 9 accordance with the policies and procedures of the RCB. 10.2 Impairment. 10 The Class 4 Claims are unimpaired under the Plan. 11 ARTICLE 11 12 TREATMENT OF CLASS 5 CLAIMS (GENERAL UNSECURED CONVENIENCE CLAIMS) 13 11.1 Treatment. 14 Every Creditor holding a Class 5 Claim, as and when such Class 5 Claim is or becomes an Allowed General Unsecured Convenience Claim, will be paid in Cash on the later of 15 the Effective Date or the Claim Payment Date. General Unsecured Convenience Claims are Claims that would otherwise be General Unsecured Claims except that they are in an amount of, 16 or reduced to, $500.00 or less, inclusive of interest accrued thereon after the Petition Date through the later to occur of the Effective Date or the Claim Payment Date. Such an election to reduce a 17 Claim to $500.00 to enable treatment as a General Unsecured Convenience Claim must be made on the Ballot, completed and returned within the time fixed by order of the Court. Making this 18 election will be deemed to be a waiver by such electing holder of any right to participate in Class 6 as to any and all Claims held by such holder. 19 11.2 Impairment. 20 The Class 5 Claims are unimpaired under the Plan. ARTICLE 12 21 TREATMENT OF CLASS 6 CLAIMS 22 (GENERAL UNSECURED CLAIMS) 12.1 Treatment. 23 Every Creditor holding a Class 6 Claim, as and when such Class 6 Claim is or 24 becomes an Allowed General Unsecured Claim, will be paid in Cash 50% of the Allowed General Unsecured Claim, without regard to any Penalty Claims, on the later of the Effective Date or the 25 Claim Payment Date in full satisfaction, settlement and release of such Claim. 12.2 Impairment. 26 The Class 6 Claims are impaired under the Plan. 27 /// 28 ///

DEBTOR’S PLAN OF REORGANIZATION -22- DATED OCTOBER 26, 2016

1 ARTICLE 13 TREATMENT OF CLASS 7 CLAIM 2 (CLAIM OF F & M BANK) 3 13.1 Treatment. The Reorganized Debtor will pay the portion of the Class 7 Claim that is based on 4 the RCB Loan, as modified herein, and will continue to be a guarantor for the portion of the Class 7 Claim that is based on the RCW Loan, as modified by F & M Bank and RCW and 5 consented to by the Reorganized Debtor herein. The maturity dates of both the RCB and RCW Loans will be extended from April 15, 2020, to five years from the Effective Date, however, the 6 term of the amortization schedule shall remain unchanged. The annual fixed rate of interest for both the RCB and RCW Loans will be lowered from 4.25% to 3.25%. F & M Bank will waive 7 all legal fees incurred in connection with the Debtor’s bankruptcy case. RCW and/or the Reorganized Debtor will pay a loan extension/modification fee of 0.5% of the outstanding 8 principal balance of both the RCB and RCW loans as of the Confirmation Date as well as a processing/documentation fee of $500 for both the RCB and RCW Loans. RCW agrees to pay up 9 to $11,550.00 to F&M Bank for appraisals of RCW’s properties that constitute its collateral. RCB agrees to release the restrictive covenants, conditions and restrictions that it has upon the 10 real properties, owned by RCW, that constitute F&M Bank’s collateral. The Reorganized Debtor, RCW and F&M Bank will agree to loan modification documents prior to the Confirmation Date 11 the terms of which shall govern. F & M Bank shall withdraw its proof of claim number 87. 12 13.2 Impairment. The Class 7 Claim is impaired under the Plan. 13 ARTICLE 14 14 TREATMENT OF CLASS 8 CLAIM (CLAIM OF RCW) 15 14.1 Treatment. 16 RCW will not receive any payments on account of its Class 8 Claim until the Trust has been funded and the Unknown Tort Claims Fund Note is paid in full. The RCW Claim will 17 be paid 50% of the Allowed Amount of the RCW Claim, without regard to any Penalty Claims, in quarterly installments without interest, commencing on the later of January 1, 2018, or the first 18 (1st) day of the quarter after the Unknown Tort Claims Fund Note is paid in full and continuing on the first (1st) day of each quarter thereafter until paid in full as provided herein, unless 19 otherwise agreed. 20 14.2 Impairment. The Class 8 Claim is impaired under the Plan. 21 ARTICLE 15 22 TREATMENT OF CLASS 9 CLAIMS (PRIEST RETIREMENT CLAIMS) 23 15.1 Treatment. 24 Class 9 Priest Retirement Claims will not be paid any amounts from the Priest Rabbi Trust Pension Plan. Each holder of a Class 9 Priest Retirement Claim shall be paid by the 25 Reorganized Debtor in accordance with the Qualified Priest Pension Plan, as it may be amended from time to time or as it may be replaced by another retirement plan. To the extent the holder of 26 a Priest Retirement Claim does not qualify as a participant under the Qualified Priest Pension Plan, such claimant will receive no distribution on account of his Priest Retirement Claim. 27 15.2 Impairment. 28 The Class 9 Claims are impaired under the Plan.

DEBTOR’S PLAN OF REORGANIZATION -23- DATED OCTOBER 26, 2016

1 ARTICLE 16 TREATMENT OF CLASS 10 CLAIMS 2 (EXTERN PRIEST CLAIMS) 3 16.1 Treatment. The Plan leaves the legal, equitable and contractual rights of Extern Priest Claims 4 unaltered. Allowed Extern Priest Claims will be paid in accordance with the RCB’s priest compensation policy from funds held in trust for such purpose by the Debtor or Reorganized 5 Debtor. No holder of an Allowed Extern Priest Claim will receive any Cash on account of such Claim on the Effective Date except to the extent that a holder of an Allowed Extern Priest Claim 6 is entitled to a Cash payment in accordance with the RCB’s priest compensation policy. 7 16.2 Impairment. The Class 10 Claims are unimpaired under the Plan. 8 ARTICLE 17 9 TREATMENT OF CLASS 11 CLAIMS (OTHER TORT CLAIMS) 10 17.1 Treatment. 11 Each holder of a Class 11 Other Tort Claim, as and when such Claim becomes an Allowed Claim, will be paid solely from any Insurance Policies applicable to such Other Tort 12 Claim; provided, however, neither the Reorganized Debtor nor any Insurer shall be responsible for any amount attributable to a self-insured deductible. To the extent that such Claims may not 13 be satisfied in full pursuant to the applicable Insurance Policies or if such Insurance Policies have been sold and released pursuant to the applicable Insurance Policy, Participating Party Agreement 14 or Insurance Settlement Agreement, then such Other Tort Claims, to the extent not so satisfied, will be a Disallowed Claim. 15 17.2 Impairment. 16 The Class 11 Claims are impaired under the Plan. 17 ARTICLE 18 TREATMENT OF CLASS 12 CLAIMS 18 (TORT CLAIMS A) 19 18.1 Treatment. a. On the Effective Date, the Trust shall assume all liability for, and the Trust 20 will pay, each and every Tort Claim A as Class 12 Claims pursuant to the provisions of the Plan, Plan Documents, Confirmation Order, Tort Claims A Allocation Protocol, and Trust Documents. 21 b. The Initial Allocation of the Tort Claims Settlement Amount for Class 12 22 Claims is Thirteen Million Dollars ($13,000,000), which amount is (1) subject to increase as a result of the Tort Settlement Amount Additions Allocation, and Objection Reallocation and 23 (2) subject to reduction by the Trustee for, inter alia, expenses of administering the Trust, paying the Trustee and Abuse Claims Reviewer, and paying Qualified Counsel Fees. 24 c. Tort Claimants shall have their Class 12 Claims treated pursuant to the Tort Claims A Allocation Protocol, including review of such Tort Claims by the Abuse Claims 25 Reviewer in accordance with the Tort Claims A Allocation Protocol. Upon the occurrence of the Effective Date, no Tort Claimant shall have the right to a trial by jury or otherwise with 26 respect to any Tort Claim against the Trust and the Tort Claim A of such Tort Claimant will be solely determined by the Abuse Claims Reviewer in accordance with the Tort 27 Claims A Allocation Protocol, and shall be a Channeled Claim to be paid solely from the Trust. 28

DEBTOR’S PLAN OF REORGANIZATION -24- DATED OCTOBER 26, 2016

1 d. Debtor, the Reorganized Debtor and their counsel shall reasonably cooperate with the Abuse Claims Reviewer and the Trustee as requested by the Abuse Claims 2 Reviewer or the Trustee, but only in connection with any reasonable inquiries by either in the administration of the Allocation Protocols, in respect of Tort Claims or with respect to Assets 3 assigned to the Trust or Trustee. e. No Tort Claimant may challenge the merit, validity, or amount of any 4 Class 12 Claim. 5 f. Funding of the Tort Claim Settlement Amount is being enabled by contributions from Settling Insurers and Participating Parties based in substantial part on their 6 receiving certain written releases of Claims against all of the Protected Parties and certain certifications. Execution of such written releases and certifications by the Tort Claimants holding 7 Class 12 Claims is a condition to the Plan’s Effective Date and to such Tort Claimants being entitled to be considered for an Award from the Abuse Claims Reviewer made in accordance with 8 the Tort Claims A Allocation Protocol. Execution of the release and certification included in the Class 12 Ballot for voting on the Plan by a Tort Claimant holding a Class 12 Claim is sufficient 9 for this purpose or, alternatively, such Tort Claimant must personally (unless deceased or lacking capacity) execute a separate release and certification in substantially similar form thereto. The 10 Trust shall be obligated to provide copies of the Tort Claimants’ releases and certifications to any of the Protected Parties upon request. 11 g. Regardless of the amount(s) to which a holder of a Tort Claim A may receive under the Plan from the Trust, such Tort Claimant shall have no rights against the 12 Reorganized Debtor, the Insured Entities or the Protected Parties relating to such Tort Claim, and such Tort Claim shall be discharged and subject to the Injunctions as provided 13 in the Plan. 14 h. Before any payment(s) is made to or calculated for Tort Claimants on account of a Tort Claim A, the Trustee will subtract all related Qualified Counsel Fees from the 15 balance of the Trust Assets in the subaccount established for Tort Claims A in an amount equal to: (a) the total fees payable to applicable Qualified Counsel by the subject Tort Claimants based 16 on the reserves or distributions for such Tort Claimants calculated under the Plan and the Tort Claims A Allocation Protocol; and (b) an amount equal to the unpaid reimbursable expenses 17 (prepetition and postpetition through the Effective Date) payable to such Qualified Counsel by the beneficiaries of the subaccount of the Trust established for Tort Claims A. The Trust shall pay 18 such fees to such Qualified Counsel as and when the applicable Tort Claimant receives a distribution from the Trust. 19 i. Subject to the treatment of Qualified Counsel Fees pursuant to the Plan, the fees and expenses of attorneys representing Tort Claimants who receive payments from the Trust 20 will be borne by such Tort Claimants based on applicable state law and individual arrangements made between such Tort Claimants and their respective attorneys. The Reorganized Debtor and 21 the Protected Parties shall not have any liability for any fees and expenses of attorneys representing any of the Tort Claimants or for any Qualified Counsel Fees. The Trust and the 22 Trustee will not have any liability for any fees and expenses of attorneys representing any of the Tort Claimants, except to the extent that the Trust or the Trustee is required to make payments 23 pursuant to the provisions herein relating to Qualified Counsel Fees. 24 j. No payment or Award will be made to any Tort Claimants holding Tort Claims A asserting Penalty Claims relating to such Tort Claims and such Penalty Claims will be 25 Disallowed Claims. k. If the Unknown Tort Claims Fund is not fully utilized, holders of Tort 26 Claims A also may receive the benefit of the Unknown Tort Claims Fund Reallocation and Distribution. 27 l. A Tort Claimant may withdraw a Tort Claim A at any time, without further 28 order of the Court, on written notice to the Trustee. If withdrawn, (a) the Tort Claim A will be

DEBTOR’S PLAN OF REORGANIZATION -25- DATED OCTOBER 26, 2016

1 withdrawn with prejudice and may not be reasserted against the Reorganized Debtor, the Trust, the Trustee, or any Protected Party, including as an Unknown Tort Claim, (b) as a condition to 2 withdrawal of the Tort Claim A, any funds paid to the Tort Claimant by the Trust (inclusive of attorneys’ fees and costs) shall be returned to the Trust, and (c) such funds and any reserve 3 maintained by the Trust on account of such Tort Claim shall revert to the non-reserved assets of the subaccount of the Trust for Class 12 for distribution or use as part of the Class 12 allocation of 4 funds in accordance with the Plan and the Trust. Withdrawal of any Tort Claim A by a Tort Claimant shall be without prejudice to such Entity’s rights against any Co-Defendant but subject 5 to the limitations contained in the Plan and the Confirmation Order. 18.2 Impairment. 6 The Class 12 Claims are impaired under the Plan. 7 ARTICLE 19 8 TREATMENT OF CLASS 13 CLAIMS (TORT CLAIMS B) 9 19.1 Treatment. 10 a. On the Effective Date, the Trust shall assume all liability for, and the Trust will pay, as Class 13 Claims pursuant to the provisions of the Plan, Plan Documents, 11 Confirmation Order, Tort Claims B Allocation Protocol and Trust Documents, each and every Tort Claim B that is not Disallowed in accordance with Sections 22.10 and 23.7. 12 b. The Initial Allocation of the Tort Claims Settlement Amount for Class 13 Claims is Five Hundred Thousand Dollars ($500,000), which amount is (1) subject to increase as 13 a result of the Tort Settlement Amount Additions Allocation and (2) subject to reduction based on the Objection Reallocation and by the Trustee for, inter alia, expenses of administering the Trust, 14 paying the Trustee and Abuse Claims Reviewer, and paying Qualified Counsel Fees. 15 c. Tort Claimants shall have their Class 13 Claims treated pursuant to the Tort Claims B Allocation Protocol, including review of such Tort Claims by the Abuse Claims 16 Reviewer in accordance with the Tort Claims B Allocation Protocol. Upon the occurrence of the Effective Date, no Tort Claimant shall have the right to a trial by jury or otherwise with 17 respect to any Tort Claim against the Trust and the Tort Claim B of such Tort Claimant will be solely determined by the Abuse Claims Reviewer in accordance with the Tort 18 Claims B Allocation Protocol, and shall be a Channeled Claim to be paid solely from the Trust. 19 d. Debtor, the Reorganized Debtor and their counsel shall reasonably cooperate with the Abuse Claims Reviewer and the Trustee as requested by the Abuse Claims 20 Reviewer or the Trustee, but only in connection with any reasonable inquiries by either in the administration of the Allocation Protocols, in respect of Tort Claims or with respect to Assets 21 assigned to the Trust or Trustee. 22 e. No Tort Claimant may challenge the merit, validity, or amount of any other Class 13 Claim. 23 f. Funding of the Tort Claim Settlement Amount is being enabled by contributions from Settling Insurers and Participating Parties based in substantial part on their 24 receiving certain written releases of Claims against all of the Protected Parties and certain certifications. Tort Claimants holding Class 13 Claims that are not Disallowed who timely 25 execute and deliver such written releases and certifications shall be entitled to be considered for an Award from the Abuse Claims Reviewer in accordance with the Tort Claims B Allocation 26 Protocol. Execution of the release and certifications included in the Class 13 Ballot for voting on the Plan are sufficient for this purpose. By timely executing and delivering such written release 27 and certifications, such Tort Claimant’s Award shall be in all events no less than $2,000 so long as the Tort Claimant receives any points at all under such Tort Claim B Allocation Protocol. A 28 Tort Claimant holding a Class 13 Claim that is not Disallowed who does not execute and deliver

DEBTOR’S PLAN OF REORGANIZATION -26- DATED OCTOBER 26, 2016

1 such release and certifications will receive $100 and no other distribution on account of such Tort Claims B. 2 g. If a Tort Claimant does not timely submit a Ballot with the releases and certifications therein executed, such Tort Claimant will qualify for an Award from the Abuse 3 Claims Reviewer if such Tort Claimant personally (unless deceased or lacking capacity) executes the release and certifications required by Section 22.6. The Trust shall be obligated to provide 4 copies of the Tort Claimants’ releases and certifications to any of the Protected Parties upon request. 5 h. Regardless of the amount(s) to which a holder of a Tort Claim B may 6 receive under the Plan from the Trust, such Tort Claimant shall have no rights against the Reorganized Debtor, the Insured Entities, or the Protected Parties relating to such Tort 7 Claim B and such Tort Claim B shall be discharged and subject to the Injunctions as provided in the Plan. 8 i. Before any payment(s) is made to or calculated for Tort Claimants on account of a Tort Claim B, the Trustee will subtract all related Qualified Counsel Fees from the 9 balance of the Trust Assets in the subaccount established for Tort Claims B in an amount equal to: (a) the total fees payable to applicable Qualified Counsel by the subject Tort Claimants based 10 on the reserves or distributions for such Tort Claimants calculated under the Plan and the Tort Claims B Allocation Protocol; and (b) an amount equal to the unpaid reimbursable expenses 11 (prepetition and postpetition through the Effective Date) payable to such Qualified Counsel by the beneficiaries of the subaccount of the Trust established for Tort Claims B. The Trust shall pay 12 such fees to such Qualified Counsel as and when the applicable Tort Claimant receives a distribution from the Trust. 13 j. Subject to the treatment of Qualified Counsel Fees pursuant to the Plan, the 14 fees and expenses of attorneys representing Tort Claimants who receive payments from the Trust will be borne by such Tort Claimants based on applicable state law and individual arrangements 15 made between such Tort Claimants and their respective attorneys. The Reorganized Debtor and the Protected Parties shall not have any liability for any fees and expenses of attorneys 16 representing any of the Tort Claimants or for any Qualified Counsel Fees. The Trust and the Trustee will not have any liability for any fees and expenses of attorneys representing any of the 17 Tort Claimants, except to the extent that the Trust or the Trustee is required to make payments pursuant to the provisions herein relating to Qualified Counsel Fees. 18 k. No payment or Award will be made to any Tort Claimants holding Tort Claims B asserting Penalty Claims relating to such Tort Claims B and such Penalty Claims will 19 be Disallowed Claims. 20 l. If the Unknown Tort Claims Fund is not fully utilized, holders of Tort Claims B also may receive the benefit of the Unknown Tort Claims Fund Reallocation and 21 Distribution. m. A Tort Claimant may withdraw a Tort Claim B at any time, without further 22 order of the Court, on written notice to the Trustee. If withdrawn, (a) the Tort Claim B will be withdrawn with prejudice and may not be reasserted against the Reorganized Debtor, the Trustee, 23 the Trust, or any Protected Party, including as an Unknown Tort Claim, (b) as a condition to withdrawal of the Tort Claim B, any funds paid to the Tort Claimant by the Trust (inclusive of 24 attorneys’ fees and costs) shall be returned to the Trust, and (c) such funds and any reserve maintained by the Trust on account of such Tort Claim shall revert to the non-reserved assets of 25 the subaccount of the Trust for Class 13 for distribution or use as part of the Class 13 allocation of funds in accordance with the Plan and the Trust. Withdrawal of any Tort Claim B by a Tort 26 Claimant shall be without prejudice to such Entity’s rights against any Co-Defendant but subject to the limitations contained in the Plan and the Confirmation Order. 27 19.2 Impairment. 28 The Class 13 Claims are impaired under the Plan.

DEBTOR’S PLAN OF REORGANIZATION -27- DATED OCTOBER 26, 2016

1 ARTICLE 20 TREATMENT OF CLASS 14 CLAIMS 2 (TORT CLAIM C) 3 20.1 Treatment. a. On the Effective Date, the Trust shall assume all liability for and the Trust 4 will pay the Tort Claim C as a Class 14 Claim pursuant to the provisions of the Plan, Plan Documents, Confirmation Order, and Trust Documents. 5 b. The Initial Allocation of the Tort Claims Settlement Amount for Class 14 6 Claims is Seven Hundred Fifty-Thousand Dollars ($750,000), which shall be paid to the Class 14 Claimant from the Trust promptly after the Effective Date, as and subject to this Article 20. 7 c. Upon the occurrence of the Effective Date, the Class 14 Tort Claimant shall have no right to a trial by jury or otherwise with respect to any Tort Claim against the 8 Trust and the Tort Claim C of the Tort Claimant will be solely treated in accordance with the Plan, and shall be a Channeled Claim to be paid solely from the Trust. 9 d. Debtor, the Reorganized Debtor and their counsel shall reasonably 10 cooperate with the Trustee as requested by the Trustee, but only in connection with any reasonable inquiries by either in the administration of the Allocation Protocols, in respect of Tort 11 Claims or with respect to Assets assigned to the Trust or Trustee. e. No other Tort Claimant may challenge the merit, validity, or amount of the 12 Class 14 Claim. If any objection to the Class 14 Claim is pending as of the Effective Date, such objection is deemed withdrawn with prejudice on or after the Effective Date. No objection shall 13 be made to the Class 14 Claim, which is being settled under the Plan. 14 f. Funding of the Tort Claim Settlement Amount is being enabled by contributions from Settling Insurers and Participating Parties based in substantial part on their 15 receiving certain written releases of Claims against all of the Protected Parties and certain certifications. Execution of such written releases and certifications by the Tort Claimant holding 16 the Class 14 Claim is a condition to the Plan's Effective Date and to such Tort Claimant receiving a distribution under the Plan. Execution of the release and certification included in the Class 14 17 Ballot for voting on the Plan by a Tort Claimant holding a Class 14 Claim is sufficient for this purpose or, alternatively, such Tort Claimant must personally (unless deceased or lacking 18 capacity) execute a separate release and certification in substantially similar form thereto. The Trust shall be obligated to provide copies of the Tort Claimant's release and certifications to any 19 of the Protected Parties upon request. g. Regardless of the amount(s) to which the holder of Tort Claim C may 20 receive under the Plan from the Trust, such Tort Claimant shall have no rights against the Reorganized Debtor, the Insured Entities or the Protected Parties relating to such Tort 21 Claim C, and such Tort Claim C shall be discharged and subject to the Injunctions as provided in the Plan. 22 h. The Class 14 Tort Claim was settled prior to the Petition Date under a 23 settlement that is alleged to include false representations of the Debtor, which allegations the Debtor disputes, and as to which the Debtor’s performance was incomplete as of the Petition 24 Date. The Initial Allocation of the Tort Claims Settlement Amount for Class 14 Claim is made in full settlement of such Claim, including any rights to rescission or for damages for the underlying 25 Abuse, and all other Claims of the Class 14 Tort Claimant. 20.2 Impairment. 26 The Class 14 Claim is impaired under the Plan. 27 /// 28 ///

DEBTOR’S PLAN OF REORGANIZATION -28- DATED OCTOBER 26, 2016

1 ARTICLE 21 TREATMENT OF CLASS 15 CLAIMS 2 (UNKNOWN TORT CLAIMS) 3 21.1 Treatment. a. On the Effective Date, the Trust shall assume all liability for and the Trust 4 will pay all Unknown Tort Claims from the Unknown Tort Claims Fund pursuant to the provisions of the Plan, Plan Documents, Confirmation Order, Unknown Tort Claim Allocation 5 Protocol and Trust Documents. The Unknown Tort Claims Fund Note, the Unknown Tort Claims Fund, and any increase to the Initial Allocation for Class 15 payable as a result of the Tort Claims 6 Settlement Amount Additions Allocation shall be the sole sources of funding distributions on account of Unknown Tort Claims entitled to an Award pursuant to the Unknown Tort Claims 7 Allocation Protocol, which funding also shall be sources, inter alia, for expenses of administering the Trust and paying the Trustee and Abuse Claims Reviewer. If an Unknown Tort Claim is paid 8 or denied payment pursuant to the Unknown Tort Claim Allocation Protocol, the holder of such Unknown Tort Claim shall have no further rights against the Debtor, Reorganized Debtor, the 9 Trust, Trustee, Participating Party or Settling Insurers relating to such Unknown Tort Claim. 10 b. Unknown Tort Claimants shall file proofs of Claim in substantially the form attached as Exhibit 11 to the Plan and shall include information sufficient for the Abuse 11 Claims Reviewer to make an initial evaluation pursuant to the Unknown Tort Claim Allocation Protocol and an evaluation of the Claim pursuant to the evaluation factors in the Unknown Tort 12 Claim Allocation Protocol. Such Unknown Tort Claims shall be filed by submitting the claims to the Trustee at the address provided on the form. 13 c. Unknown Tort Claimants shall have their Class 15 Claims treated pursuant to the Unknown Tort Claims Allocation Protocol, including review of such Claims by the Abuse 14 Claims Reviewer in accordance with the Unknown Tort Claims Allocation Protocol. Upon occurrence of the Effective Date, Unknown Tort Claimants shall have no right to a trial by 15 jury or otherwise with respect to any Tort Claim against the Trust and the Tort Claim of such Unknown Tort Claimant will be solely determined by the Abuse Claims Reviewer and 16 in accordance with the Unknown Tort Claims Allocation Protocol, and shall be a Channeled Claim to be paid solely from the Trust. 17 d. Debtor, the Reorganized Debtor and their counsel shall reasonably 18 cooperate with the Abuse Claims Reviewer and the Trustee as requested by the Abuse Claims Reviewer or the Trustee, but only in connection with any reasonable inquiries by either in the 19 administration of the Allocation Protocols, in respect of Tort Claims or with respect to Assets assigned to the Trust or Trustee. 20 e. The Trustee shall have the sole and exclusive right to object to an Unknown Tort Claim. The Trustee, however, cannot object to the Abuse Claims Reviewer’s 21 acceptance and/or valuation of any Tort Claim and interpretation of the Plan and Unknown Tort Claims Allocation Protocol. 22 f. If a Tort Claimant holding a Class 15 Claim timely executes a written 23 release and certification, it shall be entitled to be considered for an Award from the Abuse Claims Reviewer made in accordance with the Unknown Tort Claims Allocation Protocol. The written 24 releases and certifications in the form included in the Class 12 Ballot for voting on the Plan are sufficient for this purpose. An Unknown Tort Claimant must personally (unless deceased or 25 lacking capacity) execute the release and certifications required by this Section 21.1(f). The Trust shall be obligated to provide copies of the Tort Claimants’ releases and certifications to any of the 26 Protected Parties upon request. Because funding of the Tort Claim Settlement Amount is being enabled by contributions from Settling Insurers and Participating Parties based in substantial part 27 on their receiving certain written releases of Claims against all of the Protected Parties and certain certifications, as agreed by the Future Claims Representative, each of the Tort Claimants holding 28 Class 15 Claims shall receive no distribution from the Trust if the Tort Claimant fails to execute

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1 the written releases and certifications (and also shall receive nothing if its Tort Claim is Disallowed). 2 g. Regardless of the amount(s), if any, to which a holder of an Unknown Tort Claim may receive under the Plan from the Trust, such Tort Claimant will have no 3 rights against the Reorganized Debtor, the Insured Entities or the Protected Parties relating to such Tort Claim, and such Unknown Tort Claim shall be discharged and subject to the 4 Injunctions as provided in the Plan. 5 h. The fees and expenses of attorneys representing Unknown Tort Claimants who receive payment from the Trust will be borne by such Unknown Tort Claimants based on 6 applicable state law and individual arrangements made between such Unknown Tort Claimants and their respective attorneys. None of the Reorganized Debtor, the Trust, the Trustee, or the 7 Protected Parties will have any liability for any fees and expenses of attorneys representing any Unknown Tort Claimants and any Claims for such fees and expenses will be disallowed. 8 i. No payment or Award will be made to any Unknown Tort Claimants asserting Penalty Claims relating to Unknown Tort Claims and such Penalty Claims will be 9 Disallowed Claims. 10 j. If the Unknown Tort Claims Fund is not fully utilized, any then existing holders of Unknown Tort Claims also may receive the benefit of the Unknown Tort Claims Fund 11 Reallocation and Distribution. k. An Unknown Tort Claimant may withdraw an Unknown Tort Claim at any 12 time, without further order of the Court, on written notice to the Trustee. If withdrawn, (a) the Unknown Tort Claim will be withdrawn with prejudice and may not be reasserted against the 13 Reorganized Debtor, the Trustee, the Trust, or any Protected Party; (b) as a condition to withdrawal of the Unknown Tort Claim, any funds paid to the Unknown Tort Claimant by the 14 Trust (inclusive of attorneys’ fees and costs) shall be returned to the Trust; and (c) such funds and any reserve maintained by the Trust on account of such Unknown Tort Claim shall revert to the 15 non-reserved assets the subaccount of the Trust for Class 15 for distribution or use as part of the Class 15 allocation of funds in accordance with the Plan and the Trust. 16 l. Withdrawal of any Unknown Tort Claim by an Unknown Tort Claimant 17 shall be without prejudice to such Entity’s rights against any Co-Defendant but subject to the limitations contained in the Plan and the Confirmation Order. 18 21.2 Impairment. 19 The Class 15 Claims are impaired under the Plan. 20 ARTICLE 22 TRUST 21 22.1 Establishment of Trust. 22 As soon as reasonably practicable following the Confirmation Date, consistent with Article 25, the Trust shall be established in accordance with the Trust Documents. The Trust 23 shall qualify as a “Qualified Settlement Fund” pursuant to Section 468B of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. The Trust Documents, including the 24 Trust Agreement, are incorporated herein by reference. 22.2 Funding. 25 The Trust will be funded as follows: 26 By the next Business Day after all the conditions to Effective Date set forth in Sections 29.1(a)-(f) have occurred, the Debtor will pay to the Trust by wire transfer the sum of 27 $14,250,000.00 from the Plan Implementation Account and the Debtor will contemporaneously transfer the Unknown Tort Claims Fund Note to the Trustee. 28

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1 22.3 Reserve Accounts and Information Access. As set forth in the Trust Agreement, the Trustee shall establish reserves for various 2 purposes. The proofs of Claim of Tort Claimants shall be made available to the Trustee and Abuse Claims Reviewer (who shall maintain them as confidential except to the extent necessary 3 or appropriate in carrying out their duties) by the Committee, Debtor and/or Reorganized Debtor. 4 22.4 No Execution. All property transferred to the Trust will remain property of the Trust until such 5 time as the property actually has been paid to and received by an Entity entitled to receive payment pursuant to the terms of the Plan, Plan Documents, Confirmation Order, Allocation 6 Protocols and Trust Documents. Except as expressly provided in the Plan, Plan Documents, Confirmation Order, Allocation Protocols and Trust Documents, the Trust shall not be 7 responsible for administration or payment of any Claims against the Debtor. 8 22.5 Trust Distributions. Except as provided in Section 19.1(f) hereof, no Tort Claimant or Unknown Tort 9 Claimant shall receive any payment from the Trust unless and until the Tort Claimant has duly executed and returned (a) a written release of any and all past, present, and future Claims against 10 all of the Protected Parties, the Insured Entities and all of the Settling Insurers’ or Participating Parties’ reinsurers or retrocessionaires, and (b) certifications, in each case in the form or 11 substantially the form provided for in the applicable Ballots; provided, however, that, subject to Article 18, Article 19, Article 20 and Article 21 of the Plan, nothing in this Section 22.5 shall 12 require any Tort Claimant or Unknown Tort Claimant to release any Claims against any Co- Defendants. The release of any Tort Claimant that timely submits a ballot may be executed by 13 the Tort Claimant’s counsel of record if, in the same document that contains the release, counsel of record represents and warrants that he or she explained the terms and effects of the Plan and 14 release to the Tort Claimant and has full authority to sign the Ballot and release on behalf of the Tort Claimant. A Tort Claimant who does not timely submit a duly executed Ballot must 15 personally (unless deceased or lacking capacity) execute the release required by this Section 22.5. The Trust shall be obligated to provide copies of the Tort Claimants’ and Unknown Tort 16 Claimants’ releases and certifications to any of the Protected Parties that request them. 17 22.6 Time for Return and Effect of Late Return of Releases and Certifications by Releasing Tort Claimants. 18 A Tort Claimant must timely execute and deliver a release and certification in accordance with the Plan to be entitled to receive an Award from the Abuse Claims Reviewer 19 based upon its point award as follows: 20 a. Timely return of a release and certification by a Tort Claimant to the Trustee consists of: (i) execution and return thereof by a Tort Claimant with its timely Ballot; or 21 (ii) execution and return thereof as follows: i. The executed release and certification by a Tort Claimant are timely 22 if delivered to the Trustee within thirty (30) calendar days following service by the Trustee on the Tort Claimant at its last known address of a release and certification in acceptable form and a 23 notice indicating that failure to timely execute and return such release and certification shall deprive the Tort Claimant of the ability to enforce any claim to an Award based on the Abuse 24 Claims Reviewer’s point award; 25 ii. If a known Tort Claimant has not otherwise timely executed and delivered a release and certification in accordance with the foregoing provisions of this Section 26 22.6, the Trustee within ten (10) Business Days following the last date for timely delivery of an executed release and certification in accordance with the foregoing provisions of this Section 27 22.6, shall notify the Reorganized Debtor of the failure of the Tort Claimant to have so timely returned a properly executed release and certification. The Reorganized Debtor may commence 28 such action(s) as the Reorganized Debtor deems appropriate to obtain an executed release and

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1 certification and notify the Trustee of such undertaking. A properly executed release and certification shall be deemed timely if: 2 (A) Received by the Trustee within thirty (30) days following the Trustee's notification to the Reorganized Debtor made in accordance with this subsection (ii). 3 (B) Within thirty (30) days following the later of (x) the 4 Trustee's notification to the Reorganized Debtor made in accordance with this subsection (ii) or (y) the Effective Date, the Trustee is notified that authorization to properly execute a release and 5 certification is being sought with respect to a deceased or incompetent Tort Claimant and such executed release and certification actually is provided to the Trustee by the earlier of (x) ninety 6 (90) days following such notification to the Trustee and (y) sixty (60) days prior to termination of the Trust. 7 b. The Trustee shall make no distribution to a Tort Claimant of an Award based on the Abuse Claims' Reviewer's point award if the delivery to the Trustee of an executed 8 release or certification is not timely as set forth above. 9 22.7 Special Distribution Conditions. In connection with the implementation of the Plan, the Trustee shall obtain prior to 10 remittance of funds to counsel for a Tort Claimant or to a Tort Claimant, if pro se, in respect of any Tort Claim, a certification from the Tort Claimant to be paid from the Trust that said Tort 11 Claimant has or will provide any information necessary to comply with reporting obligations arising under the MSPA or MMSEA, and has or will provide for the payment and/or resolution of 12 any obligations owing or potentially owing under the MSPA relating to such Tort Claim or distribution from the Trust; otherwise the Trustee shall withhold from any payment directly or 13 indirectly to the Tort Claimant funds sufficient to assure that any obligations owing or potentially owing under the MSPA relating to such Tort Claim are paid. 14 22.8 The Trust shall defend, indemnify and hold harmless the Reorganized Debtor and 15 the Protected Parties from any and all Medicare Claims and any Claims related to the Trust’s obligations under the Plan, the Trust Documents, and the Plan Documents. The Trust shall not 16 create a reserve for this potential obligation. 22.9 Subject to the provisions of the Plan and the Trust Agreement, the Trust Assets 17 shall also be used for payment of indemnity and expenses relating to reimbursing the United States government or its contractors for conditional payments made pursuant to the MSPA 18 applicable to any given Tort Claimants (including Unknown Tort Claimants) who are Medicare Beneficiaries. Except for the payment of amounts payable under any Insurance Settlement 19 Agreement, none of the Protected Parties shall be obligated to make any other payments for this purpose, including any payments to the Trust. 20 22.10 After the occurrence of Effective Date, the Trustee shall have the sole and 21 exclusive right, but no obligation, to object to a Class 13 Tort Claim B or Class 15 Unknown Tort Claim and to raise as a defense or offset to such Tort Claim, any Claim of the Debtor, including 22 an Avoidance Action. See also Section 23.7. 22.11 The Trust shall terminate and the Trustee shall have no further obligations under 23 the Plan or the Trust as set forth in the Trust. 24 ARTICLE 23 MEANS OF IMPLEMENTATION OF THE PLAN 25 23.1 Establishment of Plan Implementation Account. 26 After the Confirmation Date, the Debtor will establish the Plan Implementation Account which will be held and administered in accordance with the Plan, the Insurance 27 Settlement Agreement, the Participating Party Agreement and the Confirmation Order. 28 ///

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1 23.2 Funding of Plan Implementation Account. On or before the Effective Date, the following will be transferred to the Plan 2 Implementation Account: 3 a. Debtor’s Funding. The Debtor will transfer $7,400,000 or so much as is necessary to satisfy the Debtor’s initial obligations under the Plan to the Plan Implementation 4 Account. A portion of such funding may be obtained through the Cemetery Loan to the Debtor or Reorganized Debtor. After the Confirmation Date, the Debtor may transfer (i) all of the funds 5 held pursuant to the Order Granting Debtor’s Motion to Approve Stipulation Regarding Procedures for Sale of Eucharistic Franciscan Sisters Residence (Dkt. No. 338), and (ii) all of the 6 funds held pursuant to the Order on Debtor’s Motion for Order Approving a Stipulation for Turnover of Rabbi Trust Funds and Payment of Post-Petition Plan Expenses (Dkt. No. 316) to the 7 Plan Implementation Account without further Court order. b. Settling Insurers Funding. Pursuant and subject to the Insurance 8 Settlement Agreement, the Settling Insurers will wire transfer the aggregate sum of $3,305,000 to the Plan Implementation Account. 9 c. Participating Party Funding. Pursuant and subject to Participating Parties 10 Agreement, the Participating Parties will transfer $2,905,000 to the Plan Implementation Account. 11 d. All Saints Settlement. Pursuant and subject to the Participating Party Agreement, All Saints University Church will transfer $1,295,000 to the Plan Implementation 12 Account. 13 e. RCW Funding. Pursuant and subject to the Participating Party Agreement, the RCW will transfer $1,000,000 to the Plan Implementation Account. 14 23.3 Transfer of Unknown Tort Claims Fund Note. 15 On or before the Effective Date, the Debtor will transfer the $750,000 Unknown Tort Claims Fund Note to the Trustee, as to which all payments shall be made by wire transfer 16 within ten (10) days of demand for payment made in accordance with the terms of the Unknown Tort Claims Fund Note. 17 23.4 Deferred Payment of Professional Fee Claims. 18 To the extent necessary to allow the Debtor to satisfy its initial obligations under the Plan, the law firm of Felderstein Fitzgerald Willoughby & Pascuzzi LLP and the law firm of 19 Neumiller & Beardslee APC will consent to defer payment of approximately $445,000 of their Allowed Professional Fee Claims. 20 23.5 Establishment of Disputed Claims Reserve. 21 To the extent required, the Debtor shall establish and fund the Disputed Claims Reserve as of the Effective Date. 22 23.6 Payment and Treatment of Claims Other Than Tort Claims. 23 Payments due to creditors on account of Allowed Claims other than Tort Claims will be paid pursuant to the terms of the Plan from the Reorganized Debtor’s Revested Assets and 24 ongoing operations, except that, unless otherwise agreed, payments for Allowed Professional Fee Claims also may be paid from any remainder of the funding described in Section 23.2 of the Plan 25 after the other described obligations therein. Additionally, other than as to Professional Fees and transfers due to the Trust or Trustee, any payment due to a creditor under the Plan by a specified 26 Claims Payment Date will not be late if paid within thirty (30) days following such applicable Claim Payment Date. 27 23.7 Non-Monetary Transfers to the Trust. 28 In addition to other obligations of the Debtor under the Plan with respect to the

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1 Trust, including the transfer to the Trust of the Tort Claim Settlement Amount, as of the Effective Date, all rights of the Debtor and Estate to the following shall automatically vest in the Trust and 2 Trustee: (a) all rights to object to Tort Claims; (b) all claims against Tort Claimants, including Avoidance Actions; and (c) all rights and claims of the Debtor, including subrogation Claims, 3 Contribution Claims and claims to available insurance, against a Non-Setting Insurer (and as to the applicable Policy) as to any and all Tort Claims for which the Trust has liability and for which 4 the Reorganized Debtor no longer has liability under the Plan. If any objection to a Class 12, Class 13 or Class 14 Claim is pending as of the Effective Date, such objection is deemed 5 withdrawn with prejudice on or after the Effective Date, except that if an objection to a Class 13 Claim had been brought or authorized by the Committee prior to the Effective Date, it may be 6 taken over from the Debtor or Committee by the Trustee. 23.8 Revesting of Debtor’s Property. 7 Except as otherwise provided in this Plan or in the Confirmation Order, on the 8 Effective Date, all real and personal property of the Debtor shall revest in the Reorganized Debtor, free and clear of all Claims, liens, encumbrances, charges and other interests of Creditors. 9 As of the Effective Date, the Reorganized Debtor may hold, use, dispose, and otherwise deal with its property and conduct its affairs free of any restrictions imposed by the Bankruptcy Code or the 10 Bankruptcy Court, other than those restrictions and limitations expressly imposed by the Plan, the Confirmation Order and any other Plan Documents. 11 23.9 Retained Claims. 12 On or before the Effective Date, all Retained Claims shall be deemed assigned by the Debtor to the Reorganized Debtor. The Reorganized Debtor may pursue any Retained Claims 13 at the discretion of the Reorganized Debtor and will retain the proceeds of all such Retained Claims, if any. 14 23.10 Approval of Financing and Section 363 Sales. 15 Pursuant to Bankruptcy Code §§ 363, 364 and 1123, and in consideration for the classification, distribution, releases, and other benefits provided under the Plan, on the Effective 16 Date, the provisions of the Plan shall constitute approval of (a) any and all financing the Debtor intends to obtain from the Catholic Cemeteries of the Diocese of Stockton; (b) the sale free and 17 clear of all Tort Claim Interests, of any Released Insurance Policies to be purchased by a Settling Insurer pursuant to the terms of the Insurance Settlement Agreement; and (c) the sale of any 18 property to be purchased by a Participating Party under the Participating Party Agreement, and the Court shall have granted the purchasers the protections available under Bankruptcy Code 19 § 363(m). The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Bankruptcy Code § 364 financing, Bankruptcy Code § 363 sales and grant of Bankruptcy Code 20 § 363(m) protections, as provided in the Insurance Settlement Agreement and Participating Party Agreement. 21 23.11 Approval of Settlement Agreements. 22 Pursuant to Bankruptcy Code § 1123 and Bankruptcy Rule 9019, and in consideration for the classification, distributions and other benefits provided under the Plan, 23 including, inter alia, (i) the commitment by the Debtor to fund the Debtor’s obligations under the Plan to the Plan Implementation Account; (ii) the Insurance Settlement Agreement; (iii) the 24 Participating Party Agreement; and (iv) the Debtor’s non-monetary commitment to healing and reconciliation as set forth in Section 23.15 of the Plan, the provisions of the Plan shall constitute a 25 good faith compromise and settlement of all Claims against the Debtor, the Settling Insurers and Participating Parties. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s 26 approval of the global compromise of Claims, including the Insurance Settlement Agreement and Participating Party Agreement. The Bankruptcy Court’s findings in the Confirmation Order shall 27 constitute its determination that such compromises and settlements are in the best interests of the Debtor, the Estate, Participating Parties, Tort Claimants, Unknown Tort Claimants and other parties in 28 interest, and are fair, equitable and within the range of reasonableness.

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1 23.12 Debtor Waiver and Release of Claims Against Settling Insurers. As provided in the Insurance Settlement Agreement, upon the occurrence of the 2 Effective Date and payment by each Settling Insurer of such Settling Insurer’s settlement amount pursuant to the Insurance Settlement Agreement, the Debtor on behalf of itself, its Estate, and its 3 Representatives fully, finally, and completely remises, releases, acquits, and forever discharges and releases the corresponding Settling Insurer (and any property thereof) and any of its 4 reinsurers or retrocessionaires from any and all past or present Tort Claims, including any Claims that, directly or indirectly, arise out of, relate to, or are in connection with the Tort Claims, 5 including Channeled Claims and any Claims related to Abuse occurring after the Petition Date through the Confirmation Date. This release specifically includes all Unknown Tort Claims, with 6 all Tort Claims channeled to the Trust, pursuant to the Plan, and with no liability to such Settling Insurer. If there is any conflict between the Insurance Settlement Agreement and the Plan 7 (including the foregoing release), the terms of the Insurance Settlement Agreement shall prevail as to matters between the parties to, and any third party beneficiaries of, the Insurance Settlement 8 Agreement. 9 23.13 Debtor Waiver and Release of Participating Parties and Settling Insurers. In consideration of the terms of the Participating Party Agreement, the Insurance 10 Settlement Agreement and other consideration, upon the Effective Date and the respective Participating Party’s or Settling Insurer’s performance under their respective Participating Party 11 Agreement or Insurance Settlement Agreement, including without limitation delivery of any dismissal orders or stipulations that may be required thereunder, the Debtor, on behalf of itself, its 12 Estate, and its Representatives, fully, finally, and completely remises, releases, acquits, and forever discharges and releases each such Participating Party and each such Settling Insurer and 13 any of their reinsurers or retrocessionaires (and any property thereof) from any and all past and present Claims that arise out of, or relate to, or are in connection with Tort Claims, including any 14 Channeled Claims and any Claims related to Abuse occurring after the Petition Date through the Confirmation Date. This release specifically includes all Unknown Tort Claims, with all Tort 15 Claims channeled to the Trust, pursuant to the Plan, and with no liability to such Settling Insurer. If there is any conflict between the Insurance Settlement Agreement or Participating Party 16 Agreement and the Plan (including the foregoing release), the terms of the applicable Insurance Settlement Agreement or Participating Party Agreement shall prevail as to matters between the 17 parties to, and any third party beneficiaries of, the Insurance Settlement Agreement or Participating Party Agreement, as applicable. 18 23.14 Waiver and Release of Participating Parties. 19 In consideration of the terms of the Participating Party Agreement and other consideration, upon the Effective Date and the Participating Party’s performance under the 20 Participating Party Agreement, the Debtor, on behalf of itself, its Estate, and its Representatives, fully, finally, and completely remises, releases, acquits, and forever discharges and releases each 21 Participating Party from any and all potential Claims related to Avoidance Actions (the “Debtor Release”). 22 The Debtor, Reorganized Debtor, and the Debtor’s Estate (including all entities 23 claiming directly, indirectly, derivatively, or otherwise through the Debtor or the Reorganized Debtor or its Estate, including the Committee) further acknowledge and agree that the foregoing 24 release of claims includes the release of any unknown claims related to Avoidance Actions against each Participating Party. The Debtor Release is a full and final release of any and all 25 such, claims and the release parties expressly waive, as to such claims, the benefits of Section 1542 of California Civil Code (or any similar law in any other state), which provides: 26 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER 27 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS 28 OR HER SETTLEMENT WITH THE DEBTOR.

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1 Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of 2 the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable 3 consideration provided by the releasing parties; (2) a good faith settlement and compromise of the claims released by the Debtor Release; (3) in the best interests of the Debtor and all holders of 4 Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to the Debtor or the Reorganized Debtor asserting any 5 claim or cause of action released pursuant to the Debtor Release. 23.15 Non-Monetary Commitment to Healing and Reconciliation. 6 In order to further promote healing and reconciliation, and in order to continue its 7 efforts to prevent Abuse from occurring in the Diocese in the future, the Reorganized Debtor agrees that beginning within thirty (30) days after the Effective Date (unless a different date is 8 provided below), it will undertake the commitments set forth in Exhibit 12 attached hereto and incorporated herein. 9 23.16 Procedure for Determination of Claims Other Than Tort Claims. 10 While Sections 22.10 and 23.7 address matters and procedures for objections to Tort Claims, the following procedures will be used for purposes of allowance and disallowance of 11 Claims that are not Tort Claims: a. Objections to Claims. Notwithstanding the occurrence of the Effective 12 Date, and except as to any Claim that has been Allowed prior to the Effective Date or as expressly provided otherwise in the Plan or a Plan Document, the Reorganized Debtor may object to the 13 allowance of any Claim against the Debtor or seek estimation thereof on any grounds permitted by the Bankruptcy Code by filing the appropriate pleading in the Bankruptcy Court at any time 14 prior to the first Business Day which is one hundred eighty (180) days after the Effective Date, or such other date as may be approved by the Bankruptcy Court; provided, however, that nothing 15 contained in the Plan will affect the right of the Debtor or Reorganized Debtor to seek estimation of any Claims, including Tort Claims, on any grounds permitted by the Bankruptcy Code at any 16 time. 17 b. Disputed Claims. No payments or other distributions will be made to holders of Disputed Claims unless and until such Claims are Allowed Claims pursuant to a Final 18 Order. If a Disputed Claim is not an Allowed Claim by the Effective Date, or when payment is otherwise due under the Plan, payment on the Allowed Claim (plus interest, if any, as provided 19 for in the Plan) will commence on the Claim Payment Date. c. Treatment of Contingent Claims. Until such time as a Contingent Claim or 20 a Contingent portion of an Allowed Claim becomes fixed or absolute or is Disallowed, such Claim will be treated as a Disputed Claim for all purposes related to distributions under the Plan. 21 The holder of a Contingent Claim will only be entitled to a distribution under the Plan when and if such Contingent Claim becomes an Allowed Claim, subject, however, to the provisions of 22 Bankruptcy Code § 502(e), and, provided that if such Contingent Claim is for reimbursement, indemnification or contribution at the time of allowance or disallowance, it will be disallowed 23 pursuant to Bankruptcy Code § 502(e)(1)(B). 24 d. Disallowance of Claims. EXCEPT AS OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM (NOT INCLUDING CLASS 12, CLASS 13, CLASS 14 25 OR CLASS 15 CLAIMS) FILED AFTER THE APPLICABLE DEADLINE FOR FILING SUCH PROOFS OF CLAIM SHALL BE DEEMED DISALLOWED AND EXPUNGED AS 26 OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF SUCH 27 CLAIMS SHALL NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS UNDER THIS PLAN, UNLESS SUCH LATE PROOF OF CLAIM IS DEEMED 28 TIMELY FILED BY A FINAL ORDER OF THE BANKRUPTCY COURT OR AS

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1 AGREED TO BY THE REORGANIZED DEBTOR. e. Amendments to Claims. On or after the Effective Date, except as 2 otherwise provided herein, a Claim may not be filed or amended without the authorization of the Bankruptcy Court or the Reorganized Debtor, and, to the extent such authorization is not 3 received, any such new or amended Claim filed shall be deemed disallowed in full and expunged without any further notice to or action, order, or approval of the Bankruptcy Court, provided, that, 4 after the Effective Date, holders of Claims may provide updated notice and address information for distribution purposes, which should be directed to the Reorganized Debtor for all Claims other 5 than Tort Claims, for which such information should be sent to the Trustee. 6 23.17 Payments Effective Upon Tender. Whenever the Plan requires payment to be made, such payment will be deemed 7 made and effective upon tender thereof by the Debtor or the Reorganized Debtor to the Creditor to whom payment is due. If any Creditor refuses a tender, the amount tendered and refused will 8 be held by the Debtor or the Reorganized Debtor for the benefit of that Creditor pending final adjudication of the dispute. However, when and if the dispute is finally adjudicated and the 9 Creditor receives the funds previously tendered and refused, the Creditor will be obliged to apply the funds in accordance with the Plan as of the date of the tender; and while the dispute is pending 10 and after adjudication thereof, the Creditor will not have the right to claim interest or other charges or to exercise any other rights which would be enforceable by the Creditor, if the Debtor 11 or the Reorganized Debtor failed to pay the tendered payment. 12 23.18 Preservation of Tort Claimant’s Rights Against Co-Defendants. Nothing in the Plan is intended to affect, diminish or impair any Tort Claimant’s 13 rights against any Co-Defendant, but solely with respect to any direct liability of such Co- Defendant. Under no circumstances will the reservation of such Tort Claimant’s rights against 14 any Co-Defendant impair the releases, discharge or Injunctions with respect to any Protected Party and the Reorganized Debtor against whom all such rights and/or Claims of any Tort 15 Claimant shall be and are hereby released and enjoined to the extent provided in Article 30 of the Plan. 16 23.19 Preservation of Debtor’s Claims, Demands and Causes of Action. 17 Except as otherwise provided in the Plan, all Claims, demands, and causes of action of any kind or nature whatsoever held by, through, or on behalf of the Debtor and/or the 18 Estate against any other Entity, including but not limited to, the Retained Claims arising before the Effective Date which have not been resolved or disposed of prior to the Effective Date, are 19 hereby preserved in full for the benefit of the Reorganized Debtor, except for such Claims or causes of action, cross-claims, and counterclaims which: (a) have been released hereunder or 20 pursuant to any applicable Insurance Settlement Agreement, Participating Party Agreement or a Final Order prior to the Effective Date; and (b) have been or are being transferred to the Trustee. 21 Claims or causes of action, cross-claims and counterclaims which are being transferred to the Trustee, if any, are preserved under the Plan for the benefit of the Trust. To the extent necessary, 22 the Reorganized Debtor is hereby designated as the estate representative pursuant to, and in accordance with, Bankruptcy Code § 1123(b)(3)(B). Furthermore, in accordance with 23 Bankruptcy Code § 1123(b)(3), after the Effective Date, the Reorganized Debtor will own and retain, and may prosecute, enforce, compromise, settle, release, or otherwise dispose of, any and 24 all Claims, defenses, counterclaims, setoffs, and recoupments belonging to the Debtor or its Estate, including, but not limited to the Retained Claims. The Debtor and the Reorganized 25 Debtor also will be entitled to assign their rights under the Plan (except to the extent they are prohibited from doing so pursuant to the express terms of any applicable agreement for Insurance 26 Coverage or Participating Party Agreement). On the Effective Date, and except as otherwise specifically provided in the Plan, the Trustee is hereby designated as the estate representative, 27 pursuant to and in accordance with, Bankruptcy Code § 1123(b)(3) with respect to any and all Claims, defenses, counterclaims, setoffs, and recoupments belonging to the Debtor or its Estate 28 with respect to Tort Claims.

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1 23.20 Special Provisions Governing Unimpaired Claims. Except as otherwise provided in the Plan, nothing under the Plan will affect the 2 Debtor’s or the Reorganized Debtor’s rights and defenses with respect to any unimpaired Claims, including, but not limited to, all rights with respect to legal and equitable defenses to, or setoffs or 3 recoupments against, holders of any such unimpaired Claims. 4 23.21 Operative Documents. The Debtor and/or the Committee will prepare any documents which the Debtor, 5 the Reorganized Debtor and/or the Committee deem necessary or appropriate to execute the Plan or are provided for under the Plan including, but not limited to, the Plan Documents. If there is 6 any dispute regarding the reasonableness or propriety of any such documents after reasonable and good faith efforts by the Debtor to negotiate and obtain approval of the documents by the other 7 affected Entity, any such dispute will be presented to the Bankruptcy Court for determination at or in conjunction with the Confirmation Hearing. 8 23.22 Return of Deposits. 9 To the extent that the Debtor was required to and did pay deposits to any Creditors after the Petition Date as a condition of or as security for continued service after the Petition Date, 10 including, but not limited to, deposits paid to utility companies for adequate assurance of payment pursuant to Bankruptcy Code § 366, then, upon satisfaction of the Claims of such Creditor(s) 11 pursuant to the Plan or if such Creditor did not have any claims against the Debtor, any such deposits, together with any interest or other income earned thereon, if any, will be refunded to the 12 Reorganized Debtor within fifteen (15) days of demand by the Reorganized Debtor for return of such deposit(s). 13 23.23 Administrative Claims Bar Date. 14 Except for Chapter 11 Professionals, all requests for payment of administrative costs and expenses incurred prior to the Effective Date pursuant to Bankruptcy Code §§ 507(a)(1) 15 and 503(b) will be served and filed with the Bankruptcy Court no later than thirty (30) days after the Effective Date. Any such Claim which is not served and filed within this time period will be 16 forever barred. Any Claims for fees, costs, and expenses incurred by any Chapter 11 Professionals after the Effective Date will be treated as part of the fees and expenses of the 17 Reorganized Debtor and need not be submitted to the Bankruptcy Court for approval. 18 23.24 Delivery of Distributions (Except to Tort Claimants). Distributions will be made by the Debtor or the Reorganized Debtor as follows: 19 a. At the addresses set forth in the proofs of Claim (and if both a claimant’s 20 address and a claimant’s counsel are listed on the proof of Claim then to counsel’s address) filed by holders of Claims or the last known addresses of such holders if no proof of Claim is filed or if 21 neither the Debtor nor the Reorganized Debtor has been notified of a change of address; b. At the addresses set forth in written notices of address change filed with the 22 Bankruptcy Court and served on the Debtor or the Reorganized Debtor after the date of any related proof of Claim; or 23 c. At the addresses reflected in the Schedules filed in the Reorganization Case 24 if no proof of Claim has been filed and neither the Debtor nor the Reorganized Debtor has been served with a written notice of change of address. 25 d. If any distribution to a holder of an Allowed Claim is returned as undeliverable, no further distributions to such holder will be made unless and until the Debtor or 26 the Reorganized Debtor is notified of such holder’s then-current address, at which time all missed distributions will be made to the holder without interest. All claims for undeliverable or uncashed 27 distributions must be made on or before the first (1st) anniversary of the date applicable to such distribution or with respect to the final distribution to a Creditor holding an Allowed Claim, 28 within ninety (90) days thereof. After such date, all such unclaimed property will revert to the

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1 Reorganized Debtor or the Trustee for further distribution in accordance with the Plan, and the Claim of any holder or successor to such holder with respect to such property will be discharged 2 and forever barred, notwithstanding any federal or state escheat law to the contrary. 23.25 Transmittal of Distributions to Tort Claimants and Unknown Tort Claimants. 3 Except as otherwise provided in the Plan, in the Plan Documents, or in an order of 4 the Bankruptcy Court, distributions to Tort Claimants and Unknown Tort Claimants will be made by the Trustee and distributions to all other creditors will be made by the Reorganized Debtor. 5 Distributions to Tort Claimants and Unknown Tort Claimants will be made in accordance with the Trust Documents, provided that the Bankruptcy Court may issue further order(s) consistent 6 with the Plan facilitating distributions in respect of Claims as to which the holders died during the Case, whether before or after the Effective Date. 7 23.26 Efforts Regarding Absence of Address or Returned Mail. 8 If a claimant’s distribution is not mailed or is mailed but returned to the Reorganized Debtor or Trustee because of the absence of a proper mailing address, the 9 Reorganized Debtor or Trustee, as the case may be, shall make a reasonable effort to locate or ascertain the correct mailing address for such claimant from information generally available to the 10 public and from such party’s own records, but shall not be liable to such claimant for having failed to find a correct mailing address. The Trustee shall have no liability to a Tort Claimant on 11 account of distributions made to the client trust account of a Tort Claimant’s attorney. 23.27 Limitation on De Minimis Payments. 12 The Debtor or the Reorganized Debtor will make no distributions of less than $50 13 to any Creditor holding an Allowed Claim. If a Creditor holding an Allowed Claim does not receive a distribution due to the provisions of this Section on any date on which a distribution is 14 to be made to Creditors in the same Class as the Creditor being entitled to such de minimis payment, then the Claim (so long as it is an Allowed Claim) will remain eligible for distributions 15 on any subsequent distribution date, subject to the provisions of this Section 23.27. In all events, the Creditor holding an Allowed Claim which has not received a distribution on any previous 16 distribution dates because of this provision, will receive such distribution on the date that final distribution is made to Creditors in the same Class as the Creditor being entitled to such de 17 minimis payment. 18 ARTICLE 24 TREATMENT OF EXECUTORY CONTRACTS 19 24.1 Assumption and Rejection of Executory Contracts. 20 On the Effective Date, except as otherwise provided herein, all Executory Contracts of the Debtor that have not been previously rejected or terminated will be assumed in 21 accordance with the provisions and requirements of Bankruptcy Code §§ 365 and 1123 other than those Executory Contracts that: (a) already have been assumed by Final Order of the Bankruptcy 22 Court; (b) are subject to a motion to reject Executory Contracts that is pending on the Confirmation Date; or (c) are subject to a motion to reject an Executory Contract pursuant to 23 which the requested effective date of such rejection is after the Effective Date. To the extent that Insurance Policies of the Debtor are or can be construed as executory, they will be assumed as 24 modified by the Insurance Settlement Agreement. Approval of any motions to assume Executory Contracts pending on the Confirmation Date or thereafter will be approved by the Bankruptcy 25 Court on or after the Confirmation Date by a Final Order. Each Executory Contract assumed pursuant to this Article 24 will revest in, and be fully enforceable by, the Reorganized Debtor in 26 accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption or applicable law. 27 24.2 Claims Based on Rejection of Executory Contracts. 28 Every Claim asserted by a Creditor arising from the rejection of an Executory

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1 Contract pursuant to the Plan must be filed with the Bankruptcy Court no later than the first Business Day which is thirty (30) days after the Effective Date or the first Business Day that is 2 thirty (30) days after entry of the Final Order of the Bankruptcy Court approving rejection, if such Final Order is entered after the Effective Date. Every such Claim which is timely filed, as and 3 when it becomes an Allowed Claim, will be treated under Class 6 of the Plan. Every such Claim which is not timely filed by the deadline stated above will be forever barred, unenforceable, and 4 discharged, and the Creditor holding the Claim will not receive or be entitled to any distribution under the Plan on account of such Claim. 5 24.3 Indemnification of Members, Managers, Officers, and Employees. 6 The obligation of the Debtor to indemnify any individual serving at any time on or prior to the Effective Date as one of its officers, employees, council members or volunteers by 7 reason of such individual’s service in such capacity to the extent provided in any of the Debtor’s constituent documents, by a written agreement with the Debtor or under the laws of the State of 8 California, as applicable, pertaining to the Debtor, will be deemed and treated as Executory Contracts that are assumed by the Reorganized Debtor pursuant to the Plan and Bankruptcy Code 9 § 365 as of the Effective Date. Accordingly, such indemnification obligations of the Debtor to indemnify any Entity will survive unimpaired and unaffected by entry of the Confirmation Order, 10 irrespective of whether such indemnification is owed for an act or event occurring before or after the Petition Date unless such individual is a Protected Party. 11 ARTICLE 25 12 OTHER POST-CONFIRMATION DATE OBLIGATIONS 25.1 Closing. 13 If not done prior thereto, following the Confirmation Date, the Reorganized Debtor 14 and Committee shall work cooperatively to cause the execution and delivery of the Plan Documents and the completion of those actions necessary for the Reorganized Debtor to establish 15 and fund the Trust and to be positioned, on or promptly after the Effective Date, to make distributions required under the Plan and in accordance with the terms of the Insurance Settlement 16 Agreement and Participating Party Agreement. To the extent that a closing is required to enable all conditions specified in Section 29.1 of the Plan to have been satisfied or waived and the 17 Effective Date to occur, it will be conducted in such manner or at such location as may be designated by the Debtor and the Committee, as soon as reasonably practicable following the 18 Confirmation Date. As soon as practicable after conditions set forth in Section 29.1 have been satisfied or waived in accordance with Section 29.2, and, thus, the Effective Date has occurred, 19 the Reorganized Debtor will file notice of the occurrence of the Effective Date. 25.2 Certain Obligations of the Reorganized Debtor. 20 Subject to Sections 25.1 and 29.1 of the Plan and without altering or diminishing 21 any other obligations of the Debtor or Reorganized Debtor under the Plan, following the Confirmation Date, the Debtor or Reorganized Debtor will: 22 a. From the Effective Date, in the exercise of its business judgment, review or complete the review of all Claims filed against the Estate except for Tort Claims and, if advisable, 23 object to such Claims; 24 b. From the Effective Date, not itself object to any Tort Claims; provided that, notwithstanding the foregoing, the Reorganized Debtor may provide the Abuse Claims Reviewer 25 or Trustee with information regarding Tort Claims; c. From the Effective Date, honor the Debtor’s obligations arising under the 26 Participating Party Agreement, Insurance Settlement Agreement and any other agreement that has been approved by the Bankruptcy Court as part of the Plan; 27 d. Transfer the Unknown Tort Claims Fund Note to the Trust in accordance 28 with Section 22.2 hereof;

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1 e. Transfer $14,250,000.00 from the Plan Implementation Account to the Trustee in accordance with Section 22.2 hereof; and 2 f. Perform all of its obligations under the Plan and Plan Documents, in each case, as and when the same become due or are to be performed. 3 25.3 No Professional Fees or Expenses. 4 No professional fees or expenses incurred by a claimant will be paid by the Reorganized Debtor, the Protected Parties, the Trust, or the Trustee with respect to any Claim 5 except as specified in the Plan or the Trust Documents. 6 25.4 Closing of the Case. As soon as practicable after the Effective Date, when the Reorganized Debtor 7 deems appropriate, the Reorganized Debtor will seek authority from the Bankruptcy Court to close the Reorganization Case in accordance with the Bankruptcy Code and the Bankruptcy 8 Rules; provided, however, that entry of a final decree closing the Reorganization Case shall, whether or not specified therein, be without prejudice to the right of the Reorganized Debtor, the 9 Trustee, or any other party in interest to reopen the Reorganization Case for any matter over which the Bankruptcy Court or the District Court has retained jurisdiction under the Plan. 10 Notwithstanding any order closing the Reorganization Case, the Bankruptcy Court or the District Court, as appropriate, will retain (a) jurisdiction to enforce, by injunctive relief or otherwise, the 11 Confirmation Order, any other orders entered in the Reorganization Case, and the obligations created by the Plan and the Plan Documents; (b) all other jurisdiction and authority granted to it 12 under the Plan and the Plan Documents; and (c) provide that the Trust may be terminated and the Trustee discharged as ordered by the Bankruptcy Court without reopening the Reorganization 13 Case. 14 ARTICLE 26 INSURANCE MATTERS 15 26.1 Settlement with Non-Settling Insurers. 16 Following the Effective Date, the Reorganized Debtor shall not enter into a settlement agreement affecting any Insurance Policy with any Non-Settling Insurer solely with 17 respect to any Insurance Coverage for Tort Claims without the express written consent of the Trustee, which consent may be granted or withheld at the Trustee’s sole and absolute discretion. 18 Following the Effective Date, the Reorganized Debtor authorizes the Trustee to exclusively act on its behalf to negotiate a settlement with any Non-Settling Insurer on account of such Insurance 19 Claims for Tort Claims. Such settlements may provide for the Non-Settling Insurer to become a Settling Insurer. 20 26.2 Insurance Neutrality. 21 a. Nothing in the Plan, the Confirmation Order or in any Plan Document modifies any of the terms of: (i) any Non-Settling Insurer’s Insurance Policies or (ii) those 22 Insurance Policies issued by a Settling Insurer except as set forth in the Insurance Settlement Agreement. 23 b. Subject only to Article 30 and Sections 26.1 and 26.3 of the Plan and the 24 Insurance Settlement Agreement, nothing in the Plan, the Confirmation Order or any Plan Document shall impair or diminish any Insurer’s legal, equitable or contractual rights or 25 obligations relating to the Insurance Policies, or the Insurance Claims against the Non-Settling Insurers in any respect. 26 c. Except as otherwise provided in the Insurance Settlement Agreement or the Plan, the fact that the Trust is liquidating and paying or reserving monies on account of the Tort 27 Claims shall not be construed in any way to diminish any obligation of any Non-Settling Insurer under any Insurance Policy to provide Insurance Coverage to the Debtor, the Debtor’s Estate or 28 the Reorganized Debtor for Tort Claims. The rights, duties and obligations, if any, of Insurers

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1 under each Insurer’s Insurance Policy shall not be impaired, altered, reduced or diminished by the discharge granted to the Debtor under the Plan pursuant to Bankruptcy Code § 1141(d). 2 d. Neither the Trust’s payment or reservation of monies on account of the Tort Claims nor the Abuse Claims Reviewer’s review of a Tort Claim shall: (1) constitute a trial, 3 an adjudication on the merits or evidence of liability or damages in any litigation with Non- Settling Insurers or (2) constitute, or be deemed, a determination of the reasonableness of the 4 amount of any Tort Claim, either individually or in the aggregate with other Tort Claims, in any litigation of Insurance Claims with any Non-Settling Insurers. 5 e. Notwithstanding any other provision in the Plan, the Confirmation Order or 6 any Plan Document, the transfer of rights or the appointment of the Trustee as a representative to enforce Insurance Claims as to any Non-Settling Insurers with respect to Tort Claims, as the case 7 may be, shall not be asserted as a defense to coverage under any Non-Settling Insurer’s Insurance Policy. 8 f. Subject to Sections 26.3, 30.5 and 30.6 of the Plan, no provision of the Plan, the Confirmation Order or any Plan Document shall diminish or impair the rights of any 9 Non-Settling Insurer under its Insurance Policy or the rights of a Non-Settling Insurer to assert any defense to any Insurance Claim. Except as set forth in the Insurance Settlement Agreement, 10 no provision of the Plan, the Confirmation Order or any Plan Document shall diminish or impair the rights of any Settling Insurer under those Insurance Policies issued by a Settling Insurer with 11 respect to the Debtor or the rights of a Settling Insurer to assert any defense to any Insurance Claim under those Insurance Policies issued by a Settling Insurer with respect to the Debtor. 12 g. A Non-Settling Insurer’s obligations, with respect to any Tort Claim, shall 13 be determined by and in accordance with the terms of the Insurance Policies and with applicable non-bankruptcy law. 14 h. Nothing in the Plan, Confirmation Order or any Plan Document shall impose any obligation on any Participating Party or any Insurer to provide a defense for, settle, or 15 pay any judgment with respect to, any Claim. 16 i. Nothing in the Plan, Confirmation Order or any Plan Document shall grant to any Entity any right to sue any Insurer directly, in connection with any Claim or any Insurance 17 Policy (including a Released Insurance Policy). To the extent that an Insurance Policy continues in effect after the Effective Date, the terms of the Insurance Policy, the Insurance Settlement 18 Agreement, and applicable non-bankruptcy law will govern the rights and obligations of such Entity; provided, however, that pursuant to the Plan and the Insurance Settlement Agreement, no 19 Entity shall have any right to sue any Settling Insurer, directly or indirectly, in connection with a Channeled Claim or Tort Claim Interest. 20 j. Nothing in the Plan, Confirmation Order, or in any Plan Document shall constitute a finding or determination that the Debtor and/or third party is a named insured, 21 additional insured or insured in any other way under any Insurance Policy; or that any Insurer has any defense or indemnity obligation with respect to any Claim. Subject to Section 26.3 of the 22 Plan, no defense, denial or position of an Insurer shall be impaired or prejudiced in any insurance coverage dispute. 23 k. Nothing in this Section 26.2 negates or undoes the voluntary alteration of 24 an Insurer’s rights should it elect to become a “Settling Insurer” under the Plan. l. Nothing in the Plan is intended to affect the governing law of any 25 Insurance Policy. 26 m. As to matters between the parties to, and any third party beneficiaries of, the Insurance Settlement Agreement, (1) nothing in this Plan shall diminish the rights, or increase 27 the obligations or burdens of any Settling Insurer under the Insurance Settlement Agreement and (2) to the extent this Plan affords less protection or benefits, or imposes different or greater 28 obligations upon the Settling Insurers than the Insurance Settlement Agreement, the Insurance

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1 Settlement Agreement shall control. 26.3 Judgment Reduction. 2 In connection with any action by the Trust to enforce Insurance Claims with 3 respect to an Insurance Policy issued by a Non-Settling Insurer, in the event that any Non-Settling Insurer obtains a judicial determination or binding arbitration award that, but for Article 30 of the 4 Plan, it would be entitled to obtain a sum certain from a Settling Insurer or Participating Party as a result of a Contribution Claim, or a Claim for subrogation, indemnification, or other similar 5 Claim against a Settling Insurer or Participating Party for such Settling Insurer’s or Participating Party’s alleged share or equitable share, or to enforce subrogation rights, if any, of the defense 6 and/or indemnity obligation of such Settling Insurer or Participating Party for any Claims released or resolved pursuant to any settlement agreement with a Settling Insurer or Participating Party, 7 the Debtor or Trustee, as applicable, shall be deemed to have reduced its judgment or Claim against such other Non-Settling Insurer (or shall be deemed to have reduced its settlement with 8 such other Non-Settling Insurer if such settlement does not address this matter) to the extent necessary to satisfy such contribution, subrogation, indemnification, or other Claims against such 9 Settling Insurer or Participating Party. To ensure that such a reduction is accomplished, and in addition to invoking the protection afforded it under Article 30 of the Plan in the Bankruptcy 10 Court, such Settling Insurer or Participating Party shall be entitled to assert this Section 26.3 as a defense to any action against it brought by any other Non-Settling Insurer for any such portion of 11 the judgment or Claim and shall be entitled to request that the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect such Settling Insurer or 12 Participating Party and the other Protected Parties pursuant to a settlement agreement with a Settling Insurer or Participating Party from any liability for the judgment or Claim (except such 13 order may not provide for any reduction, or require a return, of the Unknown Tort Claims Fund Note, the Tort Claim Settlement Amount, the proceeds of either as held by the Trust, or any 14 distribution from the Trust or under the Plan to creditors other than Diocese Parties). Moreover, if a Non-Settling Insurer asserts that it has a Claim for contribution, indemnity, subrogation, or 15 similar relief against a Settling Insurer or Participating Party, such Claim may be asserted as a defense against the Trust or Debtor in any litigation of Insurance Claims (and the Trust, the 16 Debtor or Reorganized Debtor may assert the legal and equitable rights of such Settling Insurer or Participating Party in response thereto); and to the extent such a Claim is determined to be valid 17 by the court presiding over such action, the liability of such Non-Settling Insurer to the Trust, the Debtor or other Participating Party shall be reduced dollar for dollar by the amount so 18 determined. The Debtor and the Trust further agree that, in order to effectuate this clause in any action against a Non-Settling Insurer where the Settling Insurers or Participating Parties are not 19 parties, the Debtor, the Reorganized Debtor or the Trust, as applicable, shall obtain a finding from that court of what amount the Settling Insurers or Participating Parties would have been 20 required to pay such Non-Settling Insurer under its Contribution Claim if not for the operation of either of the Injunctions, before entry of judgment against such Non-Settling Insurer. The 21 Bankruptcy Court shall retain non-exclusive jurisdiction to determine the amount, if any, of any judgment reduction pursuant to the terms of this Section 26.3. In addition, any court of 22 competent jurisdiction may determine the amount, if any, of any judgment reduction pursuant to the terms of this Section 26.3. 23 26.4 Notwithstanding any other provision of the Plan, Sections 26.2 and 26.3 of the Plan shall not (i) affect or be construed to restrict or limit the scope or application of the 24 Supplemental Injunction or (ii) alter, impair, or diminish any of the protections afforded to Settling Insurers or Participating Parties under the Plan and Confirmation Order, the Insurance 25 Settlement Agreement, the Participating Party Agreement, or the orders approving such settlement agreements. 26 ARTICLE 27 27 RETENTION OF CLAIMS, SETOFFS, RECOUPMENTS AND DEFENSES 28 27.1 Except as otherwise provided in the Plan or the Confirmation Order, the

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1 Reorganized Debtor shall retain and exclusively enforce the Retained Claims, whether arising before or after the Petition Date, in any court or other tribunal, including, without limitation, a 2 bankruptcy court adversary proceeding filed in this Reorganization Case. The Reorganized Debtor shall have the exclusive right, authority, and discretion to institute, prosecute, abandon, 3 settle, or compromise any and all such Retained Claims, without obtaining Bankruptcy Court approval. 4 27.2 Except as otherwise provided in the Plan or the Confirmation Order, all Claims and defenses of any nature of the Debtor, Reorganized Debtor and Trustee are explicitly reserved 5 and protected. The failure of any of the Debtor, Reorganized Debtor or Trustee to assert any such Claim or defense at any time shall not constitute the waiver, abandonment or other relinquishment 6 of such claim or defense. Notwithstanding the foregoing, nothing in this Section 27.2 shall authorize or preserve any Claim, setoff, right of recoupment, or defense by any Entity against any 7 of the Settling Insurers or in any way operate to impair or diminish, or have the effect of impairing or diminishing, the Settling Insurers’ legal, equitable or contractual rights, if any, in 8 any respect. 9 27.3 Except as expressly provided otherwise in the Plan, any Entity to whom the Debtor has incurred an obligation (whether on account of the provision of goods, services or otherwise), 10 or who has received goods or services from the Debtor or a transfer of money or property of the Debtor, or who has transacted business with the Debtor, or leased equipment or property from the 11 Debtor should assume that such obligation, transfer, or transaction may be reviewed by the Reorganized Debtor, subsequent to the Effective Date and may, if appropriate, be the subject of 12 an action after the Effective Date, regardless of whether (i) such Entity has filed a proof of Claim against the Debtor in this Reorganization Case; (ii) such Entity’s proof of Claim has been 13 objected to; (iii) such Entity’s Claim was included in the Schedules; or (iv) such Entity’s scheduled Claims have been objected to or have been identified as disputed, Contingent, or 14 unliquidated. 15 ARTICLE 28 LIQUIDATION OF TORT CLAIMS 16 28.1 Liquidation and Payment of Tort Claims. 17 a. The Trust shall pay Tort Claims in accordance with the terms of the Plan, Confirmation Order, Plan Documents and Trust Documents. 18 b. The amount of the Trust’s distributions/reserves on account of the Tort Claims shall not be binding upon any Non-Settling Insurer or any Co-Defendant in connection 19 with a Co-Defendant’s liquidation of any contribution or indemnity claim. 20 c. Nothing in the Trust Documents shall (i) impose any costs, directly or indirectly, upon the Estate, the Reorganized Debtor, or any Protected Party relating to the 21 treatment of Tort Claims or (ii) otherwise modify the rights or obligations of the Estate, the Reorganized Debtor, or any Protected Party as otherwise set forth in the Insurance Settlement 22 Agreement, the Participating Party Agreement, the Plan or a Plan Document. d. Because Tort Claims are being paid by the Trust without regard to whether 23 those Claims are covered by Insurance Policies issued by Settling Insurers or owed by Participating Parties: (a) the Trust shall be deemed to be subrogated to the Claims of the Tort 24 Claimants paid by the Trust to the extent of those payments and (b) the Trust may pursue such subrogation Claim and any Contribution Claim except to the extent such Claim is against the 25 Reorganized Debtor or any Protected Party. The Trust may not bring any action against the Reorganized Debtor, any Protected Party, and/or their respective Assets; provided, however, that 26 the Trust may bring an action against any of the foregoing Entities or Assets to enforce the Plan, Trust Agreement, or other Plan Documents. 27 28.2 Effect of No Award on Tort Claims. 28 If a Tort Claim is denied payment pursuant to the respective Tort Claims

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1 Allocation Protocol or Unknown Tort Claims Allocation Protocol, the holder of such Tort Claim will have no further rights against the Debtor, Reorganized Debtor, Participating Parties, Settling 2 Insurers, the Trust or Trustee relating to such Tort Claim and such Tort Claim shall be a Disallowed Claim, subject to all provisions of Section 26.2 and Article 30 below. 3 28.3 Supplementing Exhibit 3 to Add to List of Participating Parties. 4 a. After the Effective Date and notwithstanding any present exclusionary language contained in the Plan, upon the consent of the Reorganized Debtor and the Trustee (in 5 exchange for additional funds for the Trust), any Entity may become a Participating Party pursuant to a Participating Party Agreement. After the Effective Date, the Trustee or the 6 Reorganized Debtor, as the case may be, shall have the authority to seek, upon motion to the Bankruptcy Court, the Bankruptcy Court’s approval of a Participating Party Agreement. Upon 7 the Bankruptcy Court’s entry of a Final Order approving such agreement, Exhibit 3 will be amended by the Trustee or the Reorganized Debtor to include such Entity. For the purposes of 8 defining a Participating Party, the Entities listed on Exhibit 3 shall include their respective Representatives, predecessors, successors, and assigns, or their respective employees, officers, 9 agents, attorneys and directors unless specifically provided otherwise in the applicable Participating Party Agreement. 10 b. Any Entity becoming a Participating Party under the Plan shall have all of the rights, remedies and obligations of a Participating Party notwithstanding that such Entity 11 originally may have been excluded as a Participating Party under any provision of the Plan, including without limitation, the terms and conditions of the Channeling Injunction. Any Entity 12 becoming a Settling Insurer will be deemed to have ratified the prior acts of and be bound by the agreement of the existing Settling Insurers with respect to the Plan and the other Plan Documents. 13 c. The Bankruptcy Court’s retained jurisdiction to approve a Participating 14 Party Agreement under this Section shall include jurisdiction to determine the adequacy of notice of a motion to approve such a Participating Party Agreement. 15 28.4 Supplementing Exhibit 5 to Add to List of Settling Insurers 16 a. After the Effective Date, upon the consent of the Trustee, an Entity may become a Settling Insurer if the Bankruptcy Court, after notice and hearing, approves the 17 agreement between the Entity and the Trustee (in exchange for additional funds for the Trust, except as otherwise agreed). Notwithstanding the occurrence of the Effective Date, the 18 Reorganized Debtor shall have standing to object to approval of such agreement. Upon the Bankruptcy Court’s entry of a Final Order approving such an agreement, Exhibit 5 will be 19 amended by the Trustee to include such Entity. b. Any Entity becoming a Settling Insurer under this Section 28.4 shall have 20 all of the rights, remedies and duties of a Settling Insurer notwithstanding that such Entity originally may have been excluded as a Settling Insurer under any provision of the Plan. Such 21 rights, remedies and duties shall include, but not be limited to, the terms and conditions of the Channeling Injunction. 22 c. The Bankruptcy Court’s retained jurisdiction to approve an agreement 23 under this Section shall include jurisdiction to determine the adequacy of notice of a motion to approve such an agreement. 24 ARTICLE 29 25 CONDITIONS TO EFFECTIVE DATE 29.1 Conditions to Occurrence of Effective Date. 26 The Effective Date will occur when each of the following conditions have been 27 satisfied or waived in accordance with Section 29.2 of the Plan: a. The Bankruptcy Court shall have entered a Final Order or Final Orders 28 approving the Insurance Settlement Agreement and any appropriate judgments consistent

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1 therewith, in form and substance reasonably acceptable to the Settling Insurers and consistent with the requirements of the Insurance Settlement Agreement, and no stay of such orders is in 2 effect; b. The Bankruptcy Court shall have entered a Final Order or Final Orders 3 approving the Participating Party Agreement and any appropriate judgments consistent therewith, in form and substance reasonably acceptable to the Participating Parties and consistent with the 4 requirements of the Participating Party Agreement, and no stay of such orders is in effect; 5 c. All holders of Class 12 Tort Claims A and the holder of the Class 14 Tort Claim C shall have executed the releases and certifications described in, respectively, Article 18 6 and Article 20. d. The Bankruptcy Court shall have entered the Confirmation Order in form 7 and substance that is reasonably acceptable to the Reorganized Debtor, the Committee, the Settling Insurers, the Participating Parties and the Confirmation Order is a Final Order; 8 e. The Trustee and the Reorganized Debtor have signed the Trust Agreement; 9 f. The Debtor shall have received all funding set forth in Section 23.2; 10 g. The Debtor shall have paid to the Trust the sum of $14,250,000 from the Plan Implementation Account in accordance with Section 22.2 hereof; and 11 h. The Debtor shall have delivered the Unknown Tort Claims Fund Note to the Trustee. 12 29.2 Waiver of Conditions. 13 Any condition set forth in Section 29.1 of the Plan may be waived by the mutual written consent of all of (a) the Debtor; (b) the Committee; (c) each Settling Insurer listed on 14 Exhibit 5 to the Plan with respect to any conditions affecting such Settling Insurer’s rights and obligations; and (d) each Participating Party listed on Exhibit 3 to the Plan with respect to any 15 conditions affecting such Participating Party’s rights and obligations. 16 29.3 Non-Occurrence of Effective Date; Effect. Subject to further order of the Bankruptcy Court, in the event that the Effective 17 Date does not occur within ninety (90) days of entry of the Confirmation Order (as a Final Order) or the Final Order approving the Insurance Settlement Agreement or Participating Party 18 Agreement (as the case may be), the Plan shall become null and void unless agreed otherwise by all of the Debtor, the Committee, the Settling Insurers and the Participating Parties. A statement 19 shall be filed with the Court within three (3) Business Days after the occurrence of any event that renders the Plan null and void. If the Plan becomes null and void, nothing contained in the Plan 20 or the Disclosure Statement will: (a) constitute a waiver or release of any Claims by or against the Debtor; (b) prejudice in any manner the rights of the Debtor, Diocese Parties, Settling 21 Insurers, Participating Parties, the Committee or creditors; or (c) constitute an admission, acknowledgement, offer, or undertaking by the Debtor, Diocese Parties, Settling Insurers, 22 Participating Parties, the Committee or creditors in any respect. 23 29.4 Merger; Choice of Law. All obligations of the Debtor to all Creditors will be merged into the Plan, the 24 Trust, the Plan Documents and any other documents executed by the Reorganized Debtor in connection with confirmation of the Plan and the occurrence of the Effective Date and delivered 25 to the respective affected Creditors. All such obligations of the Reorganized Debtor will be evidenced by the Plan and such executed and delivered Plan Documents and the Trust. Unless 26 otherwise provided therein, such documents will be governed by and construed in accordance with California law. 27 /// 28

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1 ARTICLE 30 EFFECTS OF CONFIRMATION 2 30.1 Discharge. 3 a. As of the Effective Date: i. the provisions of the Plan will bind the Reorganized Debtor, any 4 Entity acquiring property under the Plan, and any holder of a Claim; and 5 ii. the performance by the Debtor and Reorganized Debtor under any written agreement made by the Debtor as part of the Plan, including the Insurance Settlement 6 Agreement, the Participating Party Agreement and Trust Documents, before the Effective Date will not be excused and shall survive the Confirmation Date and the Effective Date and will bind 7 the Reorganized Debtor and every other party to such agreement. b. Except as follows and as otherwise expressly provided in the Plan or in the 8 Confirmation Order, on the Effective Date the Debtor and the Reorganized Debtor will be discharged from and their liability will be extinguished completely in respect of any Claim and 9 debt, whether reduced to judgment or not, liquidated or unliquidated, Contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or 10 undisputed, legal or equitable, known or unknown, that arose from any agreement of the Debtor entered into or obligation of the Debtor incurred before the Confirmation Date, or from any 11 conduct of the Debtor prior to the Confirmation Date, or that otherwise arose before the Confirmation Date, including, without limitation, all interest, if any, on any such Claims and 12 debts, whether such interest accrued before or after the Petition Date, and including, without limitation, all Claims and debts relating to Tort Claims and Unknown Tort Claims and from any 13 liability of the kind specified in Bankruptcy Code §§ 502(g), 502(h), and 502(i), whether or not a proof of Claim is filed or is deemed filed under Bankruptcy Code § 501, such Claim is Allowed 14 under Bankruptcy Code § 502, or the holder of such Claim has accepted the Plan. 15 c. For purposes of clarity, the Debtor and the Reorganized Debtor shall be discharged from and their liability shall be extinguished completely as to any Tort Claim that was 16 barred by the applicable statute of limitations as of the Bar Date but may be no longer barred by the applicable statute of limitations in the future for any reason, including, for example, the 17 passage of legislation that revives such previously time-barred Tort Claims. 30.2 Vesting. 18 Except as otherwise expressly provided in the Plan or in the Confirmation Order, 19 on the Effective Date the Reorganized Debtor will be vested with all of the Revested Assets free and clear of all Claims, liens, encumbrances, charges and other Interests of Creditors, and the 20 Reorganized Debtor will, thereafter, hold, use, dispose or otherwise deal with such property, operate its business, and conduct its ministry and mission without notice to any Entity, without 21 supervision or approval by the Bankruptcy Court and free of any restrictions imposed by the Bankruptcy Code or by the Court. All Retained Claims are hereby preserved for the benefit of 22 the Reorganized Debtor. The prosecution and settlement of Retained Claims retained by the Reorganized Debtor will be the exclusive responsibility of the Reorganized Debtor; the 23 Reorganized Debtor will have sole and absolute discretion over whether to prosecute or settle such causes of action. Any Claims, causes of action or demands transferred to the Trust are 24 preserved for the benefit of the Trustee under the Trust. 30.3 Exculpation and Limitation of Liability. 25 Except as expressly provided in the Plan, none of the Exculpated Parties will have 26 or incur any liability to, or be subject to any right of action by, any Claimant, any other party in interest, or any of their respective Representatives, financial advisors, or affiliates, or any of their 27 successors or assigns, for any act or omission in connection with, relating to, or arising out of the Reorganization Case, including the exercise of their respective business judgment and the 28 performance of their respective fiduciary obligations, the pursuit of confirmation of the Plan, or

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1 the administration of the Plan or the property to be distributed under the Plan or the Trust created hereunder, except liability for their willful misconduct or gross negligence (provided, however, 2 the Debtor and Reorganized Debtor, to the extent set forth in section 30.1 of the Plan, will be discharged from any such liability for such acts or omissions occurring prior to the Confirmation 3 Date) and in all respects, such parties will be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan or in the context of the 4 Reorganization Case. Without limiting the generality of the foregoing, the Debtor and its members, financial advisors and other professionals shall be entitled to and granted the benefits of 5 Bankruptcy Code § 1125(e). 30.4 Limitation of Liability. 6 The Protected Parties and the Reorganized Debtor and professionals employed by 7 the foregoing shall not have any liability to any Entity, including any governmental entity or insurer, on account of payments made to a Tort Claimant, including any liability under the 8 MSPA. 30.5 Channeling Injunction. 9 In consideration of the undertakings of the Protected Parties pursuant to 10 their respective settlements with the Debtor, the funding of the Trust, and other consideration, and to further preserve and promote the agreements between and among the 11 Protected Parties and the protections afforded the Protected Parties and pursuant to Bankruptcy Code § 105: 12 a. Any and all Channeled Claims are channeled into the Trust and shall be treated, administered, determined, and resolved under the procedures and protocols and 13 in the amounts as established under the Plan, the Allocation Protocols and the Trust Documents as the sole and exclusive remedy for all holders of Channeled Claims; and 14 b. All Entities who have held or asserted, hold or assert, or may in the 15 future hold or assert, any Channeled Claim are hereby permanently stayed, enjoined, barred and restrained from taking any action, directly or indirectly, for the purposes of 16 asserting, enforcing, or attempting to assert or enforce any Channeled Claim against any of the Protected Parties, including: 17 i. commencing or continuing in any manner any action or other proceeding of any kind with respect to any Channeled Claim against any of the Protected 18 Parties or against the property of any of the Protected Parties; 19 ii. enforcing, attaching, collecting or recovering, by any manner or means, from any of the Protected Parties, or from the property of any of the Protected 20 Parties, with respect to any such Channeled Claim, any judgment, Award, decree, or order against any of the Protected Parties; 21 iii. creating, perfecting or enforcing any lien of any kind against any Protected Parties, or the property of any of the Protected Parties with respect to any 22 such Channeled Claim; 23 iv. asserting, implementing or effectuating any Channeled Claim of any kind against: 24 (A) any obligation due any of the Protected Parties; 25 (B) any Protected Party; or (C) the property of any Protected Party; 26 v. taking any act, in any manner, in any place whatsoever that 27 does not conform to, or comply with, the provisions of the Plan; and vi. asserting or accomplishing any setoff, right of indemnity, 28 subrogation, contribution, or recoupment of any kind against any obligation due any of the

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1 Protected Parties or the property of any of the Protected Parties. c. For purposes of clarity, the Protected Parties shall not be liable for any 2 Tort Claim that was barred by the applicable statute of limitations as of the Bar Date but is no longer barred by the applicable statute of limitations for any reason, including, for 3 example, the passage of legislation that revives such previously time-barred Tort Claims and all such claims shall be considered Channeled Claims subject to the Channeling 4 Injunction. 5 30.6 Supplemental Injunction Preventing Prosecution of Claims Against Settling Insurers and Insured Entities. 6 Pursuant to Bankruptcy Code §§ 105(a) and 363 and in consideration of the undertakings of the Settling Insurers pursuant to the Insurance Settlement Agreement, 7 including any of the Settling Insurers’ purchases of Released Insurance Policies from the Diocese Parties free and clear of all Tort Claim Interests pursuant to Bankruptcy Code 8 § 363(f), any and all Entities who have held, now hold or who may in the future hold any Tort Claim Interests (including all debt holders, all equity holders, governmental, tax and 9 regulatory authorities, lenders, perpetrators, Non-Settling Insurers, trade and other creditors, Tort Claimants, Unknown Tort Claimants, and all others holding Tort Claim 10 Interests of any kind or nature whatsoever, including those Claims released or to be released pursuant to the Insurance Settlement Agreement) against any of the Settling 11 Insurers, the Insured Entities or the Released Insurance Policies are hereby permanently stayed, enjoined, barred, and restrained from taking any action, directly or indirectly, to 12 assert, enforce or attempt to assert or enforce any such Tort Claim Interests against the Settling Insurers, the Insured Entities, and/or the Released Insurance Policies, including: 13 a. Commencing or continuing in any manner any action or other 14 proceeding of any kind with respect to any Tort Claim Interest against the Settling Insurers or the Insured Entities or the property of the Settling Insurers or the Insured Entities; 15 b. Enforcing, attaching, collecting, or recovering, by any manner or means, any judgment, Award, decree or order relating to Tort Claim Interests against the 16 Settling Insurers or the Insured Entities or the property of the Settling Insurers or the Insured Entities; 17 c. Creating, perfecting, or enforcing any lien of any kind relating to Tort 18 Claim Interests against the Settling Insurers or the Insured Entities or the property of the Settling Insurers or the Insured Entities; 19 d. Asserting or accomplishing any setoff, right of indemnity, subrogation, contribution, or recoupment of any kind relating to Tort Claim Interests against any 20 obligation due the Settling Insurers or the Insured Entities or the property of the Settling Insurers or the Insured Entities; and 21 e. Taking any act, in any manner, in any place whatsoever, against the 22 Settling Insurers, Insured Entities, the Released Insurance Policies or the property of the Settling Insurers or the Insured Entities that does not conform to, or comply with, the 23 provisions of the Plan. f. For purposes of clarity, the Settling Insureds and Insured Entities 24 shall not be liable for any Tort Claim that was barred by the applicable statute of limitations as of the Bar Date but is no longer barred by the applicable statute of limitations 25 for any reason, including, for example, the passage of legislation that revives such previously time-barred Tort Claims and all such claims shall be subject to the Supplemental 26 Injunction. 27 30.7 Term of Injunctions or Stays and Confirmation of Settlements. On the Effective Date, the Injunctions provided for in the Plan shall be deemed 28 issued, entered, valid and enforceable according to their terms and shall be permanent and

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1 irrevocable. All Injunctions and/or stays provided for in the Plan, the injunctive provisions of Bankruptcy Code §§ 105, 524 and 1141, and all Injunctions or stays protecting any Settling 2 Insurer that has purchased all or a portion of its Insurance Policies in a Bankruptcy Code § 363 sale, are permanent and will remain in full force and effect following the Effective Date and are 3 not subject to being vacated or modified. The Insurance Settlement Agreement authorized by the Bankruptcy Court is hereby affirmed and any obligations of Debtor with respect to such 4 Insurance Settlement Agreement are excepted from the Debtor’s discharge and shall be assumed by the Reorganized Debtor and Trust, as applicable, on the Effective Date. 5 30.8 Limitation of Injunction and Discharge. 6 Notwithstanding any provision of this Plan, the foregoing Injunctions and discharge preventing prosecution of Tort Claims against Settling Insurers, Insured Entities, and/or 7 Protected Parties provides absolutely no protection to any individual who personally committed an act of Abuse as defined in section 3.2(a) herein causing a Tort Claim. 8 ARTICLE 31 9 MODIFICATION OF PLAN 31.1 Pre-Confirmation Non-Material Modification of Plan. 10 The Plan may be modified by the Debtor, subject to the prior consent of the 11 Committee and each Participating Party and Settling Insurer listed on Exhibits 3 and 5, respectively, as to any proposed modification affecting their rights, interests or obligations, from 12 time to time in accordance with, and pursuant to, Bankruptcy Code § 1127. The Plan may be modified by the Debtor, subject to the prior consent of the Committee and each Participating 13 Party and Settling Insurer and listed on Exhibits 3 and 5, respectively, as to any proposed modification affecting their rights, interests or obligations, at any time before the Confirmation 14 Date, provided that the Plan, as modified, meets the requirements of Bankruptcy Code §§ 1122 and 1123, the Insurance Settlement Agreement and Participating Party Agreement, and the 15 Debtor has complied with Bankruptcy Code § 1125. Each holder of a Claim that has accepted the Plan will be deemed to have accepted such Plan as modified if the proposed alteration, 16 amendment or modification does not adversely change the treatment of the Claim of such holder. Each holder of a Claim that votes in favor of the Plan authorizes the Debtor to modify, at any 17 time prior to the Effective Date and without the requirement of further solicitation, the treatment provided to the Class of Claims such Claims are classified in, provided that the Bankruptcy Court 18 determines that such modification is not material. 31.2 Post-Effective Date Non-Material Modifications of Plan Documents. 19 From and after the Effective Date, the Trustee, the Reorganized Debtor, and the 20 Protected Parties shall be authorized to enter into, execute, adopt, deliver and/or implement all contracts, leases, instruments, releases, and other agreements or documents necessary to 21 effectuate or memorialize the settlements contained in the Plan, and Plan Documents without further order of the Bankruptcy Court. Additionally, the Trustee, the Reorganized Debtor, and 22 the other Protected Parties listed on Exhibits 3 and 5 may jointly make technical and/or immaterial alterations, amendments, modifications or supplements to the terms of any settlement, 23 subject to Bankruptcy Court approval, provided that the amendment or modification does not materially and adversely change the treatment of any holder of a Claim without the prior written 24 agreement of such holder. A Class of Claims that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended, modified or supplemented hereunder, if the proposed 25 alteration, amendment, modification or supplement does not materially and adversely change the treatment of the Claims within such Class. 26 31.3 No Re-Solicitation. 27 An order of the Bankruptcy Court approving any amendment or modification made pursuant to this Article 31 shall constitute an order in aid of consummation of the Plan and 28 shall not require the re-solicitation of votes on the Plan.

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1 ARTICLE 32 RETENTION OF JURISDICTION 2 Notwithstanding confirmation of the Plan and the occurrence of the Effective Date, the Bankruptcy Court will retain jurisdiction for the following purposes: 3 32.1 In General. 4 The Bankruptcy Court will retain jurisdiction to determine the allowance and payment of any Claims upon any objections thereto (or other appropriate proceedings) by the 5 Debtor, by the Reorganized Debtor, or by any other party in interest entitled to proceed in that manner. As part of such retained jurisdiction, the Bankruptcy Court will continue to determine 6 the allowance of Administrative Claims and any request for payment thereof, including Administrative Claims for Professional Fee Claims. The Bankruptcy Court will not obtain or 7 retain jurisdiction to determine any internal disputes between the RCB, a Parish or any other related Entity that, under applicable Canon Law, would be determined in a specialized religious 8 court. 9 32.2 Tort Claims. Subject to the limitations set forth in Section 32.1 above, the Bankruptcy Court 10 will retain jurisdiction to hear and determine and take such actions as are necessary or appropriate with respect to the payment or disallowance of Tort Claims so long as such retained jurisdiction is 11 consistent with the terms of the Plan, or the Trust. 12 32.3 Plan Disputes and Enforcement. Subject to the limitations set forth in Section 32.1 above, the Bankruptcy Court 13 will retain jurisdiction to determine any dispute which may arise regarding the interpretation of any provision of the Plan. The Bankruptcy Court also will retain jurisdiction to enforce any 14 provisions of the Plan and any and all Plan Documents, including, but not limited to, any actions to enforce the discharge releases and Injunctions provided for in Article 30 of the Plan. The 15 Bankruptcy Court also will retain jurisdiction over any matter relating to the implementation, effectuation, and/or consummation of the Plan as expressly provided in any provision of the Plan. 16 32.4 Further Orders. 17 Subject to the limitations set forth in Section 32.1 above, the Bankruptcy Court will retain jurisdiction to facilitate the performance of the Plan by entering, consistent with the 18 provisions of the Plan, any further necessary or appropriate order regarding enforcement of the Plan, the Plan Documents and any provisions thereof, and to protect the Debtor, the Reorganized 19 Debtor and the Protected Parties from actions prohibited under the Plan. In addition, the Bankruptcy Court will retain jurisdiction to facilitate or implement the allowance, disallowance, 20 treatment, or satisfaction of any Claim, or any portion thereof, pursuant to the Plan (and consistent with the Plan and Trust, including to facilitate distributions to the successors of Tort 21 Claimants who have died). 22 32.5 Retained Debtor Claims. Subject to the limitations set forth in Section 32.1 above, and to the extent the 23 Bankruptcy Court would otherwise have jurisdiction over such Claims, the Bankruptcy Court will retain jurisdiction with respect to any Claims not otherwise compromised or settled by the Debtor 24 prior to the Effective Date. 25 32.6 Post-Confirmation Agreements. The Bankruptcy Court will retain jurisdiction to approve and enter appropriate 26 orders regarding any Participating Party Agreements entered into between the Debtor (or Reorganized Debtor) and a Participating Party or among the Debtor (or Reorganized Debtor), the 27 Trust and any Non-Settling Insurers who become Settling Insurers after the Confirmation Date. 28 ///

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1 32.7 Governmental Units or Regulatory Agencies. The Bankruptcy Court will retain jurisdiction to adjudicate any dispute or to hear 2 and determine any action taken, proposed, or threatened by any state, federal, or local governmental regulatory agency or unit having or asserting jurisdiction or power over the conduct 3 of the business of the Debtor and/or the Reorganized Debtor. 4 32.8 Final Decree. The Bankruptcy Court will retain jurisdiction to enter an appropriate final decree 5 in the Reorganization Case; provided, however, that the Bankruptcy Court will retain jurisdiction to enter an order terminating the Trust and discharging the Trustee in accordance with the terms 6 of the Trust notwithstanding the issuance of the Final Decree and closing of the Reorganization Case and without the necessity of reopening the Reorganization Case. 7 32.9 Appeals. 8 In the event of an appeal of the Confirmation Order or any kind of review or challenge to the Confirmation Order, and provided that no stay of the effectiveness of the 9 Confirmation Order has been entered, the Bankruptcy Court will retain jurisdiction to implement and enforce the Confirmation Order and the Plan according to their terms, including, but not 10 limited to, jurisdiction to enter such orders regarding the Plan or the performance thereof as may be necessary to effectuate the reorganization of the Debtor. 11 32.10 Executory Contracts. 12 The Bankruptcy Court will retain jurisdiction to determine any and all motions regarding assumption or rejection of Executory Contracts and any and all Claims arising 13 therefrom. 14 32.11 Claims. Subject to the limitations set forth in Section 32.1 above, the Bankruptcy Court 15 will retain jurisdiction: (a) to hear and determine any claim or cause of action by or against the Debtor, the Debtor’s officers, employees or Representatives, the Chapter 11 Professionals, and 16 the Reorganized Debtor, and (b) to adjudicate any causes of action or other proceeding currently pending or otherwise referenced here or elsewhere in the Plan, including, but not limited to, the 17 adjudication of the Retained Claims and any and all “core proceedings” under 28 U.S.C. § 157(b) which may be pertinent to the Reorganization Case and which the Debtor or the Reorganized 18 Debtor may deem appropriate to initiate and prosecute before the Court in aid of the implementation of the Plan. 19 32.12 Modification of the Plan. 20 The Bankruptcy Court will retain jurisdiction to modify the Plan pursuant to the provisions of the Plan. 21 32.13 Failure of Court to Exercise Jurisdiction. 22 If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction or is otherwise without jurisdiction over any matter arising out of the Reorganization 23 Case, including matters set forth in this Article 32, such lack of jurisdiction will not diminish, control, prohibit or limit the exercise of jurisdiction by any other court having competent 24 jurisdiction with respect to such matter. 25 ARTICLE 33 REORGANIZATION OF THE DEBTOR 26 33.1 Continued Corporate Existence and Vesting of Assets in the Reorganized Debtor. 27 The Debtor will, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all powers of a corporation sole under the laws of the State of 28 California and without prejudice to any right to alter or terminate such existence under applicable

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1 state law. Except as otherwise provided in the Plan or any documents executed in conjunction with the Plan, on and after the Effective Date, all property of the Estate and any property acquired 2 by the Debtor or the Reorganized Debtor under the Plan, including, but not limited to all Revested Assets, will vest in the Reorganized Debtor free and clear of all Claims, liens, charges, or other 3 encumbrances. On and after the Effective Date, the Reorganized Debtor may operate its business and carry on its ministry and its mission and may use, acquire, or dispose of property, and 4 compromise or settle any Claims without supervision or approval of the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions 5 expressly imposed by the Plan or the Confirmation Order. 33.2 Management of Reorganized Debtor. 6 From and after the Effective Date, the Reorganized Debtor will continue to be 7 managed in accordance with applicable state law, the Bishop will be the sole director of the Reorganized Debtor, and the Reorganized Debtor may continue to be managed also in accordance 8 with the principles of Canon Law. 9 ARTICLE 34 GENERAL PROVISIONS 10 34.1 Confirmation by Nonacceptance Method. 11 The Debtor hereby requests, if necessary, confirmation of the Plan pursuant to Bankruptcy Code § 1129(b) with respect to any impaired Class of Claims which does not vote to 12 accept the Plan. 34.2 Current Insurance Coverage. 13 Except as expressly set forth in the Insurance Settlement Agreement, the Plan and 14 Confirmation Order have no effect on any Insurance Coverage under any Insurance Policy issued to the Debtor that are not otherwise released or sold pursuant to an applicable Insurance 15 Settlement Agreement. 34.3 Extension of Payment Dates. 16 If any payment date falls due on any day which is not a Business Day, then such 17 due date will be extended to the next Business Day. 34.4 Notices. 18 Any notice required or permitted to be provided under the Plan will be in writing 19 and served by regular first class mail, electronic mail, overnight delivery, or hand-delivery. 34.5 Interest. 20 Except as may be expressly provided otherwise in the Plan or a Plan Document, 21 whenever interest to be paid by the Reorganized Debtor is to be computed under the Plan, interest will be simple interest and not compounded. 22 34.6 Additional Assurances. 23 The Debtor, the Reorganized Debtor, the Trustee and the Creditors holding Claims herein, including Tort Claims, will execute such other further documents as are necessary to 24 implement any of the provisions of the Plan. 34.7 Withdrawal of Plan. 25 The Plan may be withdrawn or revoked prior to entry of the Confirmation Order in 26 which event the provisions of Section 34.12 will apply. 34.8 Severability and Reformation. 27 It is the Debtor’s intention to comply fully with the Bankruptcy Code and 28 applicable nonbankruptcy law in proposing the Plan. Therefore, if any provision of the Plan is

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1 determined by the Bankruptcy Court to be contrary to the Bankruptcy Code or applicable nonbankruptcy law, absent the objection of the Committee, that provision will be deemed severed 2 and automatically deleted from the Plan, if it cannot be reformed or the provision or its interpretation will be deemed reformed to ensure compliance; provided, however, that nothing 3 contained in this Section 34.8 will prevent the Debtor from modifying the Plan in any manner whatsoever in accordance with and as set forth in the Plan. Pursuant to any ruling by the 4 Bankruptcy Court regarding the subject matter of this Section 34.8, any such severance or reformation will be stated specifically in the Confirmation Order, which then will control 5 notwithstanding any contrary or inconsistent provisions of the Plan. 34.9 Prohibition Against Prepayment Penalties. 6 If the Debtor or the Reorganized Debtor choose, in their sole and absolute 7 discretion, to prepay any obligation on which deferred payments are provided for under the Plan, the Debtor or the Reorganized Debtor will not be liable or subject to the assessment of any 8 prepayment penalty thereon unless otherwise ordered by the Bankruptcy Court. 34.10 Fractional Dollars. 9 Notwithstanding any other provisions of the Plan, no payments or distributions 10 under the Plan of or on account of fractions of dollars will be made. When any payment or distribution of or on account of a fraction of a dollar to any holder of an Allowed Claim would 11 otherwise be required, the actual payment or distribution made will reflect a rounding of such fraction to the nearest whole number (up or down). 12 34.11 Payment of Statutory Fees and Filing of Quarterly Reports. 13 All fees payable pursuant to Section 1930 of Title 28 of the United States Code, as determined by the Bankruptcy Court at or in conjunction with the Confirmation Hearing, will be 14 paid on or before the Effective Date and, thereafter, in accordance with applicable bankruptcy law. All quarterly reports of disbursements required to be filed by applicable bankruptcy law will 15 be filed on or before the 28th day of the month following the end of the applicable quarterly period (i.e., January 28, April 28, July 28 or October 28). 16 34.12 Reservation of Rights. 17 Except as expressly provided herein, the Plan will have no force or effect unless the Confirmation Order is entered by the Bankruptcy Court and the Effective Date has occurred. 18 None of the filing of the Plan, any statement or provision contained herein, or the taking of any action by the Debtor with respect to the Plan will be or will be deemed to be an admission or 19 waiver of any rights of the Debtor with respect to the holders of Claims prior to the Effective Date or with respect to any matter which is pending before or may come before the Bankruptcy 20 Court or any other court for determination in the Reorganization Case or any other case. 34.13 Dissolution of Committee. 21 Upon the occurrence of the Effective Date, the Committee will dissolve and 22 members will be released from all rights and duties arising from or related to the Reorganization Case; provided, however, that Committee may continue to exist after the Effective Date with 23 respect to any and all applications for Professional Fee Claims but not for any other purpose. 34.14 Release of Future Claims Representative. 24 Upon the occurrence of the Effective Date, the Future Claims Representative will 25 be released from his respective duties and discharged. 34.15 Headings. 26 The headings of the articles, paragraphs, and sections of the Plan are inserted for 27 convenience only and will not affect the interpretation thereof. /// 28

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1 34.16 Section 1146 Exemption. Pursuant to Bankruptcy Code § 1146(c), any transfers of property pursuant hereto 2 will not be subject to any document, recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other 3 similar tax or governmental assessment in the United States, and the Confirmation Order will direct the appropriate state or local governmental officials or agents to forgo the collection of any 4 such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 5 34.17 Successors and Assigns. 6 The rights, benefits and obligations of any Entity named or referred to in the Plan will be binding upon, and will inure to the benefit of, the heir, executor, administrator, successor 7 or assign of such Entity. 8 Dated: October 26, 2016 THE ROMAN CATHOLIC BISHOP 9 OF STOCKTON, a California corporation sole 10 By:/s/ Stephen E. Blaire______11 Bishop Stephen E. Blaire FELDERSTEIN FITZGERALD 12 WILLOUGHBY & PASCUZZI LLP 13 By:/s/ Paul J. Pascuzzi______14 PAUL J. PASCUZZI Attorneys for Debtor 15 and Debtor-In-Possession 16 17 18 19 20 21 22 23 24 25 26 27 28

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PLAN EXHIBIT 1 INSURANCE SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL POLICY BUYBACK

This Settlement Agreement, Release, and Partial Policy Buyback (“Agreement”) is hereby made by, between and among (i) the “Diocese” (as defined herein) for and on behalf of itself and all other “Diocese Parties” (as defined herein) and (ii) the “Insurer Entities” (as defined herein).

RECITALS

WHEREAS, numerous individuals have asserted certain “Tort Claims” (as defined herein) against the Diocese;

WHEREAS, the “Insurer Parties” (as defined herein) or their predecessors issued, allegedly issued or may have issued certain “Insurance Policies” (as defined herein) to or for the benefit of the Diocese Parties;

WHEREAS, certain disputes between the Diocese Parties and the Insurer Parties have arisen and/or may arise in the future concerning the Insurer Parties’ position regarding the nature and scope of their responsibilities, if any, to provide coverage to the Diocese Parties under the Insurance Policies in connection with Tort Claims (collectively, the “Coverage Disputes”);

WHEREAS, on January 15, 2014 (the “Petition Date”), the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of California (the “Bankruptcy Court”) as case no. 14-20371;

WHEREAS, each of the Diocese Parties and the Insurer Entities, without any admission of liability or concession of the validity of the positions or arguments advanced by other parties, now wish to compromise and resolve fully and finally any and all Coverage Disputes and all other disputes between and among them as provided herein;

WHEREAS, through this Agreement, the Diocese Parties intend to provide the Insurer Parties with the broadest possible release with respect to Tort Claims and coverage for Tort Claims under the Insurance Policies being released or partially released hereunder and pursuant to the “Plan” (as defined herein), and the broadest possible buyback with respect to Tort Claim Interests (as defined herein) under the Insurance Policies being sold and released pursuant to this Agreement and the Plan and to provide that the Insurer Parties shall have no further obligations now or in the future to the Diocese Parties with respect to the Tort Claims and no further obligations now or in the future with respect to Tort Claims under the Insurance Policies;

WHEREAS, as part of the compromise and resolution of such disputes, the Diocese Parties and the Insurer Entities wish to effect a partial sale of the coverage for Tort Claims under the Insurance Policies by the Debtor to the Insurer Entities, pursuant to Bankruptcy Code §§ 363 and 1123(b); and

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants contained in this Agreement, the sufficiency of which is hereby acknowledged, and intending to be legally bound, subject to the approval of the Bankruptcy Court, the Diocese Parties and Insurer Entities hereby agree as follows:

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1. DEFINITIONS

1.1. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not defined below or herein shall have the meanings given to them in the Plan or the Bankruptcy Code, as applicable. All definitions in the Bankruptcy Code and below will be subject to the rules of construction set forth in Bankruptcy Code § 102.

1.1.1. “Abuse” means any (a) act of sexual conduct, sexual touching, sexual misconduct, sexual abuse, sexual molestation, sexual assault and/or battery, indecent assault and/or battery, rape, lascivious behavior, undue familiarity, pedophilia, ephebophilia, or any other act, contact, or interaction of a sexual nature, including any contacts or interactions of a sexual nature between a child and an adult, or a non-consenting adult and another adult; (b) any act, error, omission, incident, breach of duty and/or statement that in any way or to any extent ignores, disregards, condones, enables, encourages, contributes to, aids, conceals, and/or fails to respond to or ameliorate any act listed in subpart (a) of this Section; or (c) fraud, fraud in the inducement, misrepresentation, concealment, unfair practice, public or private nuisance, or any other tort in each case relating to the acts and/or omissions listed in subparts (a) or (b) of this Section. Abuse may occur whether or not the alleged act involves violence or force, whether or not it involves genital or other physical contact, and whether or not there is physical, psychological, mental or emotional harm or humiliation to the individual.

1.1.2. “ACE-USA” means ACE-USA.

1.1.3. “ACE-USA Parties” means ACE-USA and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, present and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.4. “ACE-USA Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the ACE-USA Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.5. “Beazley” means Those Certain Underwriters at Lloyd’s, London subscribing to any certificate or policy of insurance under which any of the Diocese Parties are insureds, including but not necessarily limited to Syndicates 623 and 2623.

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1.1.6. “Beazley Parties” means Beazley and its past, present and future parents, subsidiaries, affiliates, and divisions (including but not limited to Beazley Group, Beazley Insurance Services, Beazley USA Services, Inc., Beazley Underwriting, Ltd., and Beazley Insurance Company), each of their respective past, present, present and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.7. “Beazley Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the Beazley Parties to the Diocese Parties, including but not necessarily limited to those policies identified in Exhibit 1 of this Agreement.

1.1.8. “Channeled Claims” means any Tort Claim or any other Claim against any of the Diocese Parties or the Insurer Parties (or any Person insured by such Insurer Parties to the extent such Claim arises from the same injury or damages asserted as a Tort Claim against the Diocese Parties or Insurer Parties) that, directly or indirectly, arises out of, relates to, or is in connection with any Tort Claim, including any Unknown Tort Claim and Related Insurance Claim. Each Claim described in this section shall include all such Claims whenever and wherever arising or asserted, whether sounding in tort, contract, warranty or any other theory of law, equity or admiralty, including without limitation all Claims by way of direct action, subrogation, allocation of fault, contribution, successor liability, substantive consolidation, indemnity, alter ego, statutory or regulatory action, or otherwise, Claims for exemplary or punitive damages, for attorneys’ fees and other expenses, or for any equitable remedy.

1.1.9. “Claim” means any past, present or future claim, demand, action, requests, cause of action, suit, proceeding or liability of any kind or nature whatsoever, whether at law or equity, known or unknown, asserted or unasserted, anticipated or unanticipated, accrued or unaccrued, fixed or contingent, which has been or may be asserted by or on behalf of any Person, whether seeking damages (including compensatory, punitive, or exemplary damages) or equitable, mandatory, injunctive, or any other type of relief, including cross- claims, counterclaims, third-party claims, suits, lawsuits, administrative proceedings, notices of liability or potential liability, arbitrations, actions, rights, causes of action or orders, and any Claim within the definition of Bankruptcy Code § 101(5).

1.1.10. “Claims Bar Date” means August 15, 2014.

1.1.11. “Confirmation Date” means the date on which the Bankruptcy Court enters the

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Confirmation Order on the court’s docket.

1.1.12. “Confirmation Order” means the order entered in the Reorganization Case in a form and substance acceptable in its entirety to the Insurer Entities which (a) approves this Agreement, (b) includes the Injunctions, and (c) confirms the Plan.

1.1.13. “Contribution Claim” means any Claim against any of the Insurer Parties for defense, contribution, equitable contribution, indemnity, equitable indemnity, reimbursement, subrogation, equitable subrogation, “other insurance” clauses rights, or pursuant to any other theory under law or in equity that, directly or indirectly, relates to a Tort Claim.

1.1.14. “Debtor” means the Diocese, in all of its capacities, including but not limited to: (a) the Estate of the Diocese and (b) the Diocese as the representative of the Estate.

1.1.15. “Diocese” means the Roman Catholic Bishop of Stockton, a corporation sole, and the Estate.

1.1.16. “Diocese Parties” means collectively the Debtor, the Diocese and: (i) the Persons listed on Exhibit 2 to this Agreement; (ii) any and all named insured(s), insureds and additional insureds, in each case, with respect to whom the Diocese or Debtor, as of the Petition Date had, and as of execution of this Agreement has, the right, power or authority to release the Claims released pursuant to this Agreement and the Plan; (iii) any Person alleged by a Tort Claimant to be an insured under the Insurance Policies, in each case, with respect to whom the Diocese or Debtor, as of the Petition Date had, and as of execution of this Agreement has, the right, power or authority to release the Claims released pursuant to this Agreement and the Plan; (iv) any one of the parishes, churches, missions and schools within the territory of the Diocese; (v) each of the past, present and future parents, subsidiaries, affiliates, holding companies, merged companies, related or associated companies, supporting organizations, auxiliaries, divisions and acquired companies of the Diocese, the Debtor and the Persons in (i), (ii), (iii) or (iv) above, and each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related or associated companies, supporting organizations, auxiliaries, divisions and acquired companies, and each of their respective predecessors, successors, and assigns; and (vi) any and all past and present employees, officers, directors, shareholders, principals, teachers, staff, members, boards, trustees, administrators, priests, deacons, brothers, sisters, clerics, nuns, friars, other clergy or religious persons, volunteers, agents, attorneys, and representatives of the Persons in (i), (ii), (iii), (iv) and (v) above. Notwithstanding the foregoing, nothing in this definition is intended to suggest or should be construed to mean that any Person included in this definition is owned, directed, supervised or controlled by the Diocese or the Debtor.

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1.1.17. “Direct Action Claim” means any Claim by any Person against any Insurer Party identical to, relating to, or arising from the same or substantially the same injury or damages asserted as any Tort Claim, whether arising by contract, in tort or under the laws of any jurisdiction, including any statute that gives a third party a direct cause of action against an insurer.

1.1.18. “Effective Date” means the last date on which the Agreement is executed by all of the Parties.

1.1.19. “Effective Date of the Plan” means the first date on which all of the conditions to the effectiveness of the Plan have been satisfied, including, but not limited to, the Confirmation Order becoming a Final Order.

1.1.20. “Estate” means the bankruptcy estate of the Diocese created under Bankruptcy Code § 541.

1.1.21. “Extra-Contractual Claim” means any Claim against any of the Insurer Parties based, in whole or in part, on: (a) allegations that any of the Insurer Parties acted in bad faith or in breach of any express or implied duty, obligation or covenant, contractual, statutory or otherwise, including any Claim on account of alleged bad faith; (b) failure to act in good faith; (c) failure to provide Insurance Coverage under any of the Insurance Policies; (d) violation or breach of any covenant or duty of good faith and fair dealing, whether express, implied or otherwise; (e) violation of any statute, regulation or code governing unlawful, unfair, or fraudulent competition, business, or trade practices, and/or untrue or misleading advertising, including any violation of any unfair claims practices act or similar statute, regulation, or code; (f) failure to investigate or provide a defense or an adequate defense; (g) any type of alleged misconduct; (h) any other act or omission of any of the Insurer Parties of any type for which the claimant seeks relief other than coverage or benefits under an Insurance Policy; (i) any of the Insurer Parties’ handling of any Claim or any request for Insurance Coverage, including any request for coverage for and/or defense of any Claim, including any Tort Claim; (j) any Claim that, directly or indirectly relates to any of the Insurance Policies and any contractual duties arising therefrom, including any contractual duty to defend any of the Diocese Parties against any Tort Claims; and/or (k) the conduct of the parties with respect to the negotiation of any Insurance Settlement Agreement.

1.1.22. “Final Order” means any order, judgment, or other decree (including any modification or amendment thereof) that remains in effect and has not been reversed, withdrawn, vacated, or stayed, and as to which the time for appeal or to seek review, rehearing, or writ of certiorari has expired and no appeal has been timely taken, or, if any appeal(s) or review(s) has been timely taken, (a) it has been finally concluded and no longer remains pending or subject to further appeal or review or (b) the Diocese, for and on behalf of itself and all other Diocese Parties, and all of the Insurer Entities have mutually agreed in writing that the order from which such appeal or review is taken should be deemed to

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be a Final Order within the meaning of this Agreement.

1.1.23. “Fireman’s Fund” means Fireman’s Fund Insurance Company.

1.1.24. “Fireman’s Fund Parties” means Fireman’s Fund and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.25. “Fireman’s Fund Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the Fireman’s Fund Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.26. “Future Claims Representative” means Michael P. Murphy, the representative appointed by the Bankruptcy Court by order entered December 9, 2014, pursuant to the motion requesting that the Bankruptcy Court appoint a representative to represent the interests of holders of Unknown Tort Claims.

1.1.27. “Great American” means Great American Insurance Company and Great American Insurance Company of New York.

1.1.28. “Great American Parties” means Great American and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.29. “Great American Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the Great American Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.30. “Injunctions” mean the Channeling Injunction as provided in Section 2.2.2 herein and the Supplemental Injunction as provided in Section 2.2.3 herein.

1.1.31. “Insurance Coverage” means insurance that is available under any of the

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Insurance Policies, whether known or unknown to the Diocese Parties, that provides insurance for any portion of a Tort Claim; provided, however, that Insurance Coverage excludes any agreement or contract providing reinsurance to an Insurer Party.

1.1.32. “Insurance Policies” means the ACE-USA Policies, the Beazley Policies, the Fireman’s Fund Policies, the Great American Policies, the North Star Policies, the Pacific Indemnity Policies, the Security/Arrowood Policies, the St. Paul/Travelers Policies, and The Ordinary Mutual Policies.

1.1.33. “Insurer Entities” means ACE-USA, Beazley, Fireman’s Fund, Great American, North Star, Pacific Indemnity, Security/Arrowood, St. Paul/Travelers, and The Ordinary Mutual.

1.1.34. “Insurer Parties” means the ACE-USA Parties, the Beazley Parties, the Fireman’s Fund Parties, the Great American Parties, the North Star Parties, the Pacific Indemnity Parties, the Security/Arrowood Parties, the St. Paul/Travelers Parties, and The Ordinary Mutual Parties.

1.1.35. “Non-Settling Insurer” means any Person owing a contractual duty to defend and/or indemnify any of the Diocese Parties that is not an Insurer Party.

1.1.36. “North Star” means North Star Reinsurance Corporation.

1.1.37. “North Star Parties” means North Star and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.38. “North Star Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the North Star Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.39. “Pacific Indemnity” means Pacific Indemnity Company.

1.1.40. “Pacific Indemnity Parties” means Pacific Indemnity and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint

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ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.41. “Pacific Indemnity Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the Pacific Indemnity Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.42. “Parties” means the Diocese and all of the Insurer Entities, and “Party” refers to each of the Parties individually.

1.1.43. “Penalty Claims” means any Claims for any fine, penalty, forfeiture, multiple damages, punitive damages, or exemplary damage, including any Claim not meant to compensate the claimant for actual pecuniary loss.

1.1.44. “Person” means an individual or entity, including any corporation, corporation sole, partnership, association, limited liability company, joint stock company, proprietorship, unincorporated association, joint venture, trust, estate, executor, legal representative, United States Trustee, or any other entity or organization, as well as any federal, international, foreign, state, or local governmental or quasi-governmental entity, body, or political subdivision or any agency, department, board or instrumentality thereof and any successor in interest of the foregoing, any other “person” within the definition of Bankruptcy Code § 101(41), any other “entity” within the definition of Bankruptcy Code § 101(15) and any successor in interest, heir, executor, administrator, trustee, trustee in bankruptcy, or receiver of the foregoing.

1.1.45. “Plan” means the plan of reorganization that is filed in the Reorganization Case, including any subsequent amendments thereto, which among other things, (a) creates the Trust, (b) transfers liability for all Tort Claims and Unknown Tort Claims to the Trust, (c) provides for the issuance of the Injunctions, (d) provides that the Reorganized Debtor and Trust are bound to the provisions and obligations of this Agreement with the same force and effect as if they were parties to this Agreement, (e) approves, incorporates and effectuates this Agreement, (f) does not contain any provision that conflicts with this Agreement, and (g) does not adversely affect or impair the rights, duties or Interests of the Insurer Parties under this Agreement or the Insurance Policies.

1.1.46. “Plan Implementation Account” means the account to be established by the Debtor pursuant to the Plan.

1.1.47. “Related Insurance Claim” means: (i) any Contribution Claim; (ii) any Extra- Contractual Claim that, directly or indirectly, relates to any Tort Claim, including any Claim that, directly or indirectly, relates to any of the Insurer

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Parties’ or Diocese Parties’ handling of any Tort Claim; (iii) any Direct Action Claim; and (iv) any Claim for Insurance Coverage.

1.1.48. “Reorganized Debtor” means the Debtor as reorganized under the Plan from and after the Effective Date of the Plan.

1.1.49. “Reorganization Case” means the case under Chapter 11 of the Bankruptcy Code which was commenced by the filing of a voluntary Chapter 11 petition by the Diocese on the Petition Date.

1.1.50. “Security/Arrowood” means Arrowood Indemnity Company, formerly known as Royal Indemnity Company, as successor in interest to Security Insurance Company of Hartford.

1.1.51. “Security/Arrowood Parties” means Security/Arrowood and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.52. “Security/Arrowood Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the Security/Arrowood Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.53. “Settlement Amounts” means the ACE-USA Settlement Amount (as defined in section 3.2 below), the Beazley Settlement Amount (as defined in section 3.3 below), the Fireman’s Fund Settlement Amount (as defined in section 3.4 below), the Great American Settlement Amount (as defined in section 3.5 below), the North Star Settlement Amount (as defined in section 3.6 below), the Pacific Indemnity Settlement Amount (as defined in section 3.7 below), the Security/Arrowood Settlement Amount (as defined in section 3.8 below), the St. Paul/Travelers Settlement Amount (as defined in section 3.9 below), and The Ordinary Mutual Settlement Amount (as defined in section 3.10 below).

1.1.54. “St. Paul/Travelers” means St. Paul Fire and Marine Insurance Company.

1.1.55. “St. Paul/Travelers Parties” means St. Paul/Travelers and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint

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ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.56. “St. Paul/Travelers Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the St. Paul/Travelers Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.57. “The Ordinary Mutual” means The Ordinary Mutual, A Risk Retention Group Corporation.

1.1.58. “The Ordinary Mutual Parties” means The Ordinary Mutual and its past, present and future parents, subsidiaries, affiliates, and divisions, each of their respective past, present, and future parents, subsidiaries, affiliates, holding companies, merged companies, related companies, divisions and acquired companies, each of their respective past, present and future, directors, officers, shareholders, employees, subrogees, partners, principals, agents, attorneys, reinsurers, joint ventures, joint venturers, representatives, and claims handling administrators, and each of their respective predecessors, successors, assignors, and assigns, whether known or unknown, and all Persons acting on behalf of, by, through or in concert with them.

1.1.59. “The Ordinary Mutual Policies” means any and all known and unknown binders, certificates, or policies of insurance issued or allegedly issued by any of the The Ordinary Mutual Parties to the Diocese Parties, including those policies identified in Exhibit 1 of this Agreement.

1.1.60. “Tort Claim” means any and all Claims, including Penalty Claims, any Claims for attorneys’ fees and other expenses, fees or costs, or for any equitable remedy asserted against any of the Diocese Parties, Insurer Parties, the Trustee, or the Trust, and in each case, related to bodily injuries, personal injuries or death, including emotional distress, mental distress, mental anguish, shock or humiliation, originating with, based on, caused by or in any way related to: (a) acts of Abuse occurring prior to the Petition Date including such acts committed by any cleric, employee, volunteer, agent, contractor or other Person associated with the Diocese Parties, any parish or any affiliated or related Person within the territory of the Diocese; (b) with respect to Claims based upon or relating in any way to Abuse, the failure to properly hire, install and/or supervise prior to the Petition Date any cleric, any volunteer, or any other employee, agent or contractor of, or Person associated with, the Diocese Parties, a parish or any affiliated or related Person within the territory of the Diocese; (c) the processing, adjustment, defense, settlement, payment, negotiation or handling of any Claims, based upon or relating in any way to Claims made as a result of any Abuse occurring prior to the Petition Date asserted by a Tort Claimant related to or within the territory of the Diocese; (d)

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the failure to warn, disclose, investigate, detect, report, prevent, remedy, or provide information concerning either the Abuse or other misconduct related to Abuse occurring prior to the Petition Date of clergy, employees, volunteers, agents or contractors of Entities associated with the Diocese Parties, the parishes or any affiliated or related Entities within the territory of the Diocese; (e) the failure to provide medical, psychological or other care, counseling or treatment to victims or relatives of victims of Abuse occurring prior to the Petition Date; or (f) any other acts or omissions related to Abuse occurring prior to the Petition Date.

1.1.61. “Tort Claim Interests” means all liens, Claims, encumbrances, interests, Insurance Coverage and other rights of any nature, whether at law or in equity, relating to (a) Tort Claims; or (b) Related Insurance Claims.

1.1.62. “Trust” means the trust created under the Plan that will assume all liability for and will pay all Tort Claims and Unknown Tort Claims.

1.1.63. “Unknown Tort Claim” means any Tort Claim for which (a) no proof of Claim is filed or deemed filed on or before the Bar Date by a Tort Claimant (as opposed to the proof of Claim filed by the Future Claims Representative); and (b) a proof of Claim is filed or submitted after the Bar Date in accordance with the procedures set forth in the Plan, the Confirmation Order and the Unknown Tort Claim Allocation Protocol, if the Person asserting the Tort Claim: (1) knew that he or she had an incident of Abuse for which the Debtor is alleged to be liable while such Tort Claimant was a minor, yet, prior to the May 9, 2014 Tort Claim Bar Date Notice Date failed to make the connection between such incident and injuries arising therefrom such that the applicable state law limitations period would not have expired prior to the Tort Claim Bar Date; (2) had repressed memory, prior to the May 9, 2014 Tort Claim Bar Date Notice Date, that, as a minor, he or she had an incident of Abuse; or (3) had not reached the age of twenty-six (26) prior to the May 9, 2014 Tort Claim Bar Date Notice Date.

2. THE REORGANIZATION CASE AND PLAN FOR REORGANIZATION

2.1. As expeditiously as possible after the Effective Date, the Debtor shall file a motion (the “Procedures Motion”), seeking the entry of an order by the Bankruptcy Court pursuant to Bankruptcy Code § 1125 approving a disclosure statement describing the Plan (the “Disclosure Statement”), along with the notice, ballots, service, and publication thereof, all of which must be in a form and substance acceptable in their entirety to the Insurer Entities prior to the filing thereof (the “Procedures Order”).

2.2. Simultaneously with the filing of the Procedures Motion, the Debtor shall file the Disclosure Statement and Plan, including all exhibits, schedules and related documents, which shall be in all respects consistent with this Agreement and approved in their entirety by the Insurer Entities prior to the filing thereof and shall not deprive

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the Insurer Parties of any right or benefit under this Agreement or otherwise adversely affect the Interests of the Insurer Parties under this Agreement.

2.2.1. The Plan shall include the provisions set forth in Sections 3 and 4 below, including the Insurer Parties Settlement Amounts, releases and injunctions, and complete buy-back of all Tort Claim Interests related to the Insurance Policies, all of which provisions shall be in a form and substance acceptable in their entirety to the Insurer Entities in their sole and absolute discretion. The Plan may be amended by the Debtor, but any amendments to the Plan affecting the Insurer Parties or modifying the definitions used in this Agreement must be approved in their entirety by the Insurer Entities prior to the filing thereof.

2.2.2. The Plan shall include a channeling injunction (the “Channeling Injunction”) in the form and substance acceptable in its entirety to the Insurer Entities, with only such modifications as are acceptable to the Insurer Entities, the Debtor and the Committee, pursuant to all applicable sections of the Bankruptcy Code including Bankruptcy Code § 105, barring and permanently enjoining all Persons who hold or have held or asserted, or may in the future hold or assert Channeled Claims from taking any action, directly or indirectly for purposes of asserting, enforcing or attempting to assert or enforce any Channeled Claim and channeling such Channeled Claims to the Trust established pursuant to the Plan, to which all Channeled Claims are channeled as the sole and exclusive source of payment of any such Channeled Claims.

2.2.3. The Plan shall also include a supplemental injunction (the “Supplemental Injunction”) in substantially the form and substance acceptable in its entirety to the Insurer Entities in their sole and absolute discretion, with only such modifications as are acceptable to the Insurer Entities, the Debtor and the Committee, pursuant to Bankruptcy Code §§ 105(a) and 363, which, among things, bars and permanently enjoins all Persons who hold or have held or asserted, or may in the future hold or assert any Tort Claim Interests from taking any action, directly or indirectly, to assert or enforce any such Tort Claim Interests against the Insurer Parties, any Person insured by the Insurer Parties, and/or the Insurance Policies.

2.3. In the Reorganization Case, the Debtor shall seek and obtain entry of an order or orders, all of which shall be in form and substance in their entirety acceptable to the Insurer Entities, that, among other things: (i) approves this Agreement in every material respect; (ii) approves the Disclosure Statement; (iii) confirms the Plan pursuant to Bankruptcy Code § 1129 and any other applicable provision of the Bankruptcy Code and specifically includes and approves the Injunctions; and (iv) provides any other protections to the Insurer Parties against Tort Claim Interests that are afforded to any of the other Protected Parties (as defined in the Plan).

2.3.1. The Confirmation Order must be in all respects consistent with this Agreement and shall contain no provisions that diminish or impair the benefit of this Agreement to the Insurer Parties or otherwise adversely affect any of the

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interests of the Insurer Parties under this Agreement.

2.3.2. In seeking to obtain the Confirmation Order, the Debtor must: (i) seek a confirmation hearing as expeditiously as possible, and in conformity with this Agreement; (ii) urge the Bankruptcy Court to overrule any objections and confirm the Plan; and (iii) take all reasonable steps to defend against any appeal, petition, motion, or other challenge to the Bankruptcy Court’s entry of the Confirmation Order.

2.3.3. The form, substance and manner of notice of the hearing to confirm the Plan and the form, substance and manner of notice of the hearing as to the adequacy of the Disclosure Statement pertaining thereto are subject to advance approval by the Insurer Entities.

2.3.4. Prior to entry of the Confirmation Order and the Effective Date of the Plan, the Debtor shall oppose any motion to lift any stay pursuant to Bankruptcy Code § 362 as to any Tort Claim. If the Bankruptcy Court lifts the stay as to any Tort Claim prior to the Effective Date of the Plan, the Insurance Policies shall apply subject to their terms and conditions without regard to this Agreement.

3. PAYMENT OF THE SETTLEMENT AMOUNTS

3.1. Conditions Precedent. The Insurer Entities’ obligations to pay the Settlement Amounts are conditioned on the Debtor obtaining the Procedures Order, an order approving this Agreement (which may be the Confirmation Order), and the Confirmation Order (collectively, the “Bankruptcy Orders”) and all of the Bankruptcy Orders becoming Final Orders.

3.2. In full and final settlement of all responsibilities under and arising out of the ACE- USA Policies as provided herein, and in consideration of the releases, Injunctions and sale of the ACE-USA Policies to ACE-USA free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, ACE-USA shall pay $50,000.00 (the “ACE-USA Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the ACE-USA Policies being purchased and released hereunder. The ACE-USA Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after ACE-USA receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the ACE-USA Settlement Amount.

3.3. In full and final settlement of all responsibilities under and arising out of the Beazley Policies, and in consideration of the Injunctions and releases of the Beazley Parties and Beazley Policies, Beazley shall pay $1,200,000.00 (the “Beazley Settlement Amount”) in exchange for the Injunctions set forth herein and to effect the release of the Beazley Parties and Beazley Policies hereunder. The Beazley Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days

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after Beazley receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Beazley Settlement Amount.

3.4. In full and final settlement of all responsibilities under and arising out of the Fireman’s Fund Policies as provided herein, and in consideration of the releases, Injunctions and sale of the Fireman’s Fund Policies to Fireman’s Fund free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, Fireman’s Fund shall pay $50,000.00 (the “Fireman’s Fund Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the Fireman’s Fund Policies being purchased and released hereunder. The Fireman’s Fund Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after Fireman’s Fund receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Fireman’s Fund Settlement Amount.

3.5. In full and final settlement of all responsibilities under and arising out of the Great American Policies as provided herein, and in consideration of the releases, Injunctions and sale of the Great American Policies to Great American free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, Great American shall pay $325,000.00 (the “Great American Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the Great American Policies being purchased and released hereunder. The Great American Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after Great American receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Great American Settlement Amount.

3.6. In full and final settlement of all responsibilities under and arising out of the Northstar Policies as provided herein, and in consideration of the releases, Injunctions and sale of the Northstar Policies to Northstar free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, Northstar shall pay $100,000.00 (the “Northstar Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the Northstar Policies being purchased and released hereunder. The Northstar Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after Northstar receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Northstar Settlement Amount.

3.7. In full and final settlement of all responsibilities under and arising out of the Pacific Indemnity Policies as provided herein, and in consideration of the releases, Injunctions and sale of the Pacific Indemnity Policies to Pacific Indemnity free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363,

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Pacific Indemnity shall pay $200,000.00 (the “Pacific Indemnity Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the Pacific Indemnity Policies being purchased and released hereunder. The Pacific Indemnity Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after Pacific Indemnity receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Pacific Indemnity Settlement Amount.

3.8. In full and final settlement of all responsibilities under and arising out of the Security/Arrowood Policies as provided herein, and in consideration of the releases, Injunctions and sale of the Security/Arrowood Policies to Security/Arrowood free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, Security/Arrowood shall pay $30,000.00 (the “Security/Arrowood Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the Security/Arrowood Policies being purchased and released hereunder. The Security/Arrowood Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after Security Arrowood receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Security/Arrowood Settlement Amount.

3.9. In full and final settlement of all responsibilities under and arising out of the St. Paul/Travelers Policies as provided herein, and in consideration of the releases, Injunctions and sale of the St. Paul/Travelers Policies to St. Paul/Travelers free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, St. Paul/Travelers shall pay $375,000.00 (the “St. Paul/Travelers Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under the St. Paul/Travelers Policies being purchased and released hereunder. The St. Paul/Travelers Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after St. Paul/Travelers receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the St. Paul/Travelers Settlement Amount.

3.10. In full and final settlement of all responsibilities under and arising out of The Ordinary Mutual Policies as provided herein, and in consideration of the releases, Injunctions and sale of The Ordinary Mutual Policies to The Ordinary Mutual free and clear of all Tort Claim Interests of any Person pursuant to Bankruptcy Code §§ 105(a) and 363, The Ordinary Mutual shall pay $975,000.00 (the “Ordinary Mutual Settlement Amount”) in exchange for the releases and Injunctions set forth herein and to effect a complete buy back of all Tort Claim Interests under The Ordinary Mutual Policies being purchased and released hereunder. The Ordinary Mutual Settlement Amount shall be due and payable to the Plan Implementation Account within ten (10) days after The Ordinary Mutual receives written notice from the Debtor that the Bankruptcy Orders are Final Orders and directions as to transmission of the payment, including executed W-9 form(s) for the payee of the Ordinary Mutual Settlement Amount.

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3.11. The Settlement Amounts shall remain in the Plan Implementation Account, earmarked solely for payment to the Trust, and shall not be disbursed or transferred from the Plan Implementation Account prior to the Effective Date of Plan. Upon the Effective Date of the Plan, the Settlement Amounts shall be transferred from the Plan Implementation Account to the Trust.

3.12. The Parties agree that except as otherwise provided herein: (i) the Settlement Amounts set forth in Sections 3.2 through 3.10 herein are the total amounts the Insurer Parties, respectively, are obligated to pay on account of any and all Tort Claims, including any amounts under, arising out of, relating to, or in connection with the Insurance Policies (including Channeled Claims); (ii) under no circumstance will the Insurer Parties ever be obligated to make any additional payments to or on behalf of any Person in connection with Tort Claim Interests under the Insurance Policies; (iii) under no circumstance will the Insurer Parties ever be obligated to make any additional payments to or on behalf of the Diocese Parties or any Tort Claimants in connection with any of the Insurance Policies that, directly or indirectly, arise out of, relate to, or are in connection with any Tort Claims or Related Insurance Claims, including any Channeled Claims; and (iv) after payment of the respective Settlement Amounts and the occurrence of the Effective Date of the Plan, all limits of liability of the Insurance Policies with respect to Tort Claim Interests, regardless of how the Insurance Policies identify or describe those limits, including all per person, per occurrence, per claim, “each professional incident,” “per event,” “total limit,” and aggregate limits, shall be deemed fully and properly exhausted.

3.12.1. The Parties agree and jointly represent that (i) the consideration to be provided by the Insurer Parties pursuant to this Agreement (including the Settlement Amounts) constitute fair and reasonable exchanges for the consideration granted to the Insurer Parties in this Agreement (including the releases set forth below), and (ii) the consideration to be provided by the Diocese Parties to the Insurer Parties pursuant to this Agreement (including the releases set forth below) constitutes a fair and reasonable exchange for the consideration granted to the Diocese Parties in this Agreement (including the Settlement Amounts). The Insurer Entities are not acting as volunteers in paying the Settlement Amounts, and the Insurer Entities’ payment of the Settlement Amounts reflect potential liabilities and obligations to the Diocese Parties of amounts the Insurer Parties allegedly are obligated to pay on account of any and all Tort Claims.

3.12.2. The Parties agree that the liability of the Insurer Entities to make the payments set forth in Sections 3.2 through 3.10 is several and if one or more of the Insurer Entities shall fail to pay their respective amount, the remaining Insurer Entities shall not be liable to make up any unpaid share(s). Any remedy(s) the Diocese Parties may have with respect to any unpaid amount(s) set forth above shall be solely against such non-paying Insurer Entity.

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4. RELEASES AND SALE FREE AND CLEAR

4.1. Conditions Precedent. The provisions contained in this Section 4 are conditioned on the Debtor obtaining the Bankruptcy Orders, the occurrence of the Effective Date of the Plan, and all of the Bankruptcy Orders becoming Final Orders.

4.2. Upon payment by the Insurer Entities of their respective Settlement Amounts pursuant to Sections 3.2 through 3.10, the Diocese Parties hereby fully, finally, and completely remise, release, acquit, and forever discharge the corresponding Insurer Parties and any of their reinsurers or retrocessionaires from any and all past, present, and future Tort Claims, including any Claims that, directly or indirectly, arise out of, relate to, or are in connection with Tort Claims, including any Channeled Claims and any Claims related to Abuse occurring after the Petition Date through the Confirmation Date. This release specifically includes all future Claims that are based in whole or in part on the Tort Claims under the Insurance Policies and are in addition to the waivers and releases contained in the Plan.

4.3. Upon payment by the Insurer Entities of their respective Settlement Amounts pursuant to Sections 3.2 through 3.10, the Insurer Entities hereby fully, finally, and completely remise, release, acquit, and forever discharge the Diocese Parties from any and all past, present, and future Tort Claims, including any Claims that, directly or indirectly, arise out of, relate to, or are in connection with Tort Claims, including any Channeled Claims and any Claims related to Abuse occurring after the Petition Date through the Confirmation Date. This release specifically includes all future Claims that are based in whole or in part on the Tort Claims under the Insurance Policies and are in addition to the waivers and releases contained in the Plan.

4.4. Upon payment by the Insurer Entities of their respective Settlement Amounts pursuant to Sections 3.2 through 3.10, the Insurer Entities hereby fully, finally, and completely remise, release, acquit, and forever discharge each other and the Insurer Parties from any and all past, present, and future Tort Claims, including any Claims that, directly or indirectly, arise out of, relate to, or are in connection with the with Tort Claims, including any Channeled Claims and any Claims related to Abuse occurring after the Petition Date through the Confirmation Date. This release specifically includes all future Claims that are based in whole or in part on Tort Claims under the Insurance Policies and are in addition to the waivers and releases contained in the Plan.

4.5. From and after the first day on which the Bankruptcy Orders are Final Orders, none of the Diocese Parties, the Reorganized Debtor or the Trust shall assert against the Insurer Parties any Claim with respect to any matter, conduct, transaction, occurrence, fact, or other circumstance that, directly or indirectly, arises out of, relates to, or is in connection with Tort Claims, Channeled Claims, or any other matter released pursuant to this Agreement or the Plan.

4.6. The Parties acknowledge and specifically waive the benefit of the provisions of section 1542 of the Civil Code of the State of California, which provides:

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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.

Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release of Tort Claims as set forth herein, the Parties expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all the claims described in this Agreement whether known or unknown, and that the Agreement contemplates the extinction of any and all such claims, including claims for attorneys’ fees.

4.7. The Confirmation Order shall provide that the respective Insurer Entities’ partial buy- back of the Insurance Policies shall be free and clear of all Tort Claim Interests of all Persons, including all Tort Claim Interests of the Diocese Parties, any other Person claiming coverage by, through, or on behalf of any of the Diocese Parties, the Reorganized Debtor, Trust, any other insurer, and any holder of a Tort Claim, including any Channeled Claim. This sale shall be pursuant to Bankruptcy Code §§ 363(b), 363(f) and 1123(b). The Parties acknowledge and agree that (i) the Insurer Entities are good faith purchasers within the meaning of Bankruptcy Code § 363(m) and (ii) the consideration exchanged constitutes a fair and reasonable settlement of the Parties’ disputes and of their respective rights and obligations relating to Tort Claims, including any Channeled Claims, under the Insurance Policies and constitutes reasonably equivalent value. The Confirmation Order shall further provide that the releases in this Agreement and the partial policy buy-back comply with the Bankruptcy Code and applicable non-bankruptcy laws. Upon entry of the Confirmation Order as a Final Order and the Effective Date of the Plan, all Insurance Coverage for or related to Tort Claims, including any Channeled Claims, under the Insurance Policies shall be terminated and have no further force and effect. The Insurer Entities’ payment of the Settlement Amounts set forth in Sections 3.2 through 3.10 constitutes the Insurer Parties’ full and complete performance of any and all obligations for Tort Claims and Channeled Claims under the Insurance Policies, this Agreement and the Plan, including any performance owed to the Diocese Parties, the Reorganized Debtor or Trust. All Tort Claim Interests the Diocese Parties, the Reorganized Debtor or Trust may have had, may presently have, or in the future may have for coverage of Tort Claims or Channeled Claims under the Insurance Policies are released pursuant to the terms of this Agreement, the Plan, and the Confirmation Order. The Diocese Parties accept the Settlement Amounts set forth in Section 3 in full and complete satisfaction of all the Insurer Parties’ past, present, and future obligations, under the Insurance Policies for Tort Claims, including any Channeled Claims, arising therefrom.

4.8. If, contrary to the intent of the Parties, any Claim released and waived pursuant to this Agreement is deemed to survive this Agreement, even though the Claim is encompassed by the terms of the releases set forth in this Section 4 of this Agreement, the Parties hereby forever, expressly, and irrevocably waive entitlement to and agree not to assert any and all such Claims.

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4.9. Neither the releases set forth in this Section 4 nor any other provisions in this Agreement are intended to apply to or have any effect on the Insurer Parties’ right to reinsurance recoveries under any reinsurance treaties, certificates, or contracts that cover losses arising under or in connection with the Insurance Policies or any other binder, certificate, or policy of insurance issued by the Insurer Parties.

4.10. This Section 4 is not intended to, and shall not be construed to, release, waive, relinquish, or otherwise affect the Parties’ rights and obligations under this Agreement.

4.11. Except as to the Beazley Policies, any and all coverage under the Insurance Policies for any Claim that does not relate to a Tort Claim shall remain unaffected by this Agreement, the Plan or the Confirmation Order.

5. TERMINATION OF AGREEMENT

5.1. The Debtor (subject to Bankruptcy Court approval if the Reorganization Case remains open) or the Insurer Entities may terminate this Agreement by providing written notice to the other Parties if: (i) the Bankruptcy Court dismisses the Reorganization Case or the Debtor consents to conversion of the case to a case under Chapter 7 of the Bankruptcy Code prior to all of the Bankruptcy Orders becoming Final Orders; (ii) the Parties’ mutual agreement that the Debtor seeks dismissal of the Reorganization Case; (iii) the Debtor seeks or the Bankruptcy Court confirms a plan of reorganization or liquidation that is not consistent with the terms of this Agreement in its entirety; (iv) the Debtor fails, after a good faith effort, to obtain the final non-appealable Confirmation Order; or (v) the Effective Date of the Plan does not occur within ninety (90) days of the Confirmation Date. Upon termination of this Agreement (which termination shall be effective immediately upon issuance of the required notice or the occurrence of the stated event), the releases provided in Section 4 of this Agreement shall become null and void; the Parties shall retain all of their rights, defenses, and obligations with respect to the Insurance Policies as if this Agreement never existed; and any Settlement Amounts paid to the Plan Implementation Account shall be returned immediately to the respective Insurer Entities.

6. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

6.1. The Parties separately represent and warrant as follows:

6.1.1. To the extent it is a corporation, including a non-profit corporation, or other legal entity, it has the requisite power and authority to enter into this Agreement and to perform the obligations contemplated by this Agreement, subject (in the case of the Debtor) only to approval of the Bankruptcy Court; and

6.1.2. This Agreement has been thoroughly negotiated and analyzed by counsel to the Parties and executed and delivered in good faith, pursuant to arm’s length negotiations and for value and valuable consideration.

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6.2. The Diocese, on behalf of itself and all the other Diocese Parties, represents and warrants that they have not assigned, and will not assign, any Tort Claim Interests in the Insurance Policies or any other binder, certificate, or policy of insurance issued by the Insurer Parties.

6.3. The Diocese, on behalf of itself and all the other Diocese Parties, represents and warrants that they are the owners of the Insurance Policies and that no other Person has legal title to the Insurance Policies.

6.4. Except with respect to the seeking of and advertising the Claims Bar Date for the filing of Claims, the Diocese, on behalf of itself and all the other Diocese Parties, represents and warrants that they have not in any way assisted, and shall not in any way assist, any Person in the establishment of any Claim against the Insurer Parties.

6.5. The person(s) executing this Agreement on behalf of the Diocese Parties represent(s) and warrant(s) that he/she has/have authority to execute this Agreement, to bind the Diocese Parties, and to provide the releases identified in Section 4 above on behalf of the Diocese Parties. Notwithstanding the foregoing, nothing in the definition of Diocese Parties is intended to suggest or should be construed to mean that any Person included in this definition is owned, directed, supervised or controlled by the Debtor or the Diocese.

6.6. The Debtor and Insurer Entities have completed a reasonable search for evidence of any policy of insurance issued by the Insurer Entities to the Debtor that would afford coverage with respect to any Tort Claim pursuant to the Insurance Policies. Other than the policies or alleged policies identified in Exhibits 1-9, no such policies have been identified. Notwithstanding the foregoing, nothing in this Agreement, including the Exhibits thereto, shall be construed as or deemed to be an admission or evidence that any binder, certificate, or policy of insurance was in fact issued and/or affords coverage in connection with the Tort Claims.

7. ACTIONS INVOLVING THIRD PARTIES

7.1. For purposes of supporting the releases granted in Section 4 and the extinguishment of any and all rights with respect to Tort Claims under the Insurance Policies resulting from the partial purchase and sale thereof contemplated by this Agreement, the Diocese Parties hereby agree as follows:

7.1.1. If any Non-Settling Insurer obtains a judicial determination or binding arbitration award that it is entitled to obtain a sum certain from any of the Insurer Parties as a result of a Contribution Claim for any of the Insurer Parties’ alleged share or equitable share, or to enforce subrogation rights, if any, with respect to the defense and /or indemnity obligation of any of the Insurer Parties for any Claims released or resolved pursuant to this Agreement (including reimbursement obligations for conditional payments made pursuant to Section 1395y(b)(2)(B) of the Medicare Secondary Payer Act, codified at 42 U.S.C.§ 1395y, and the regulations promulgated thereunder, found at 42

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C.F.R. § 411.1 et seq,), the Diocese Party(ies), Reorganized Debtor or Trust, as applicable, shall voluntarily reduce its (their) judgment or Claim against, or settlement with, such other insurer(s) to the extent necessary to satisfy such Contribution Claim against the Insurer Parties. To ensure that such a reduction is accomplished, the Insurer Parties shall be entitled to assert this Section 7 as a defense to any action against them brought by any other insurer for any such portion of the judgment or Claim and shall be entitled to request that the court or appropriate tribunal issue such orders as are necessary to effectuate the reduction to protect the Insurer Parties from any liability for the judgment or Claim. Moreover, if a Non-Settling Insurer asserts that it has a Contribution Claim against any of the Insurer Parties, such Claim may be asserted as a defense against the Trust in any coverage litigation (and the Trust may assert the legal and equitable rights of the Insurer Parties in response thereto); and to the extent such a Claim is determined to be valid by the court presiding over such action, the liability of such Non-Settling Insurer to the Trust (or Diocese Parties) shall be reduced dollar for dollar by the amount so determined.

7.1.2. The Insurer Parties shall not seek reimbursement for any payments they are obligated to make under this Agreement under theories of contribution, subrogation, indemnification, or similar relief from any Non-Settling Insurer of the Diocese Parties unless that Non-Settling Insurer first seeks contribution, subrogation, indemnification, or similar relief from any of the Insurer Parties. The Diocese Parties, Reorganized Debtor and Trust shall use their reasonable best efforts to obtain from all Non-Settling Insurer with which they settle agreements similar to those contained in this Section 7; provided, however, that the failure of the Diocese Parties, despite their reasonable best efforts, to obtain such an agreement from any Non-Settling Insurer with which they settle will not be a basis to terminate this Agreement or excuse the Insurer Entities from performing their respective obligations hereunder, including payment of the Settlement Amounts.

7.2. If any Person attempts to prosecute a Channeled Claim against any of the Insurer Parties following the Petition Date, then promptly following notice to do so from such Insurer Party, the Diocese, the Reorganized Debtor or the Trust created pursuant to the Plan will file and prosecute to the fullest extent possible a motion and supporting papers to obtain an order from the Bankruptcy Court protecting the Insurer Party from any such Channeled Claim until the Bankruptcy Orders become Final Orders, or, alternatively, this Agreement is terminated under Section 5. Notwithstanding the foregoing, nothing contained in this Section 7.2 will prevent an Insurer Party from appearing and participating in any such action.

8. MISCELLANEOUS

8.1. If any proceedings are commenced to invalidate or prevent the enforcement or implementation of any of the provisions of this Agreement, the Parties agree to cooperate fully to oppose such proceedings. In the event that any action or proceeding of any type whatsoever is commenced or prosecuted by any Person not a Party to this

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Agreement to invalidate, interpret, or prevent the validation or enforcement, or carrying out, of all or any of the provisions of this Agreement, the Parties mutually agree, represent, warrant, and covenant to cooperate fully in opposing such action or proceeding.

8.2. The Parties will take such steps and execute any documents as may be reasonably necessary or proper to effectuate the purpose and intent of this Agreement and to preserve its validity and enforceability.

8.3. Without in any way limiting the rights of the Insurer Entities to approve or withhold approval of or acceptance of any pleadings, procedures or events set forth in this Agreement, the Parties shall cooperate with each other in connection with the Procedures Motion, the Procedures Order, the Disclosure Statement, the Disclosure Statement Order, the Plan, the Confirmation Order, and the Reorganization Case. Such cooperation shall include consulting with each other upon reasonable request concerning the status of proceedings and providing each other with copies of reasonably requested pleadings, notices, proposed orders, and other documents relating to such proceedings as soon as reasonably practicable prior to any submission thereto the Bankruptcy Court.

8.4. This Agreement, along with the Plan and Confirmation Order constitutes a single integrated written contract that expresses the entire agreement and understanding between and among the Parties.

8.5. This Agreement may be modified only by a written amendment signed by the Parties, and no waiver of any provision of this Agreement or of a breach thereof shall be effective unless expressed in a writing signed by the waiving Party. The waiver by any Party of any of the provisions of this Agreement or of the breach thereof shall not operate or be construed as a waiver of any other provision or breach.

8.6. By entering into this Agreement, none of the Parties has waived or shall be deemed to have waived any rights, obligations, or positions they have asserted or may in the future assert in connection with any matter outside the scope of this Agreement. No part of this Agreement, its negotiation, or its performance may be used in any manner in any action, suit, or proceeding as evidence of the rights, duties, or obligations of the Parties with respect to matters outside the scope of this Agreement. All actions taken and statements made by the Parties or by their representatives, relating to this Agreement or participation in this Agreement, including its development and implementation, shall be without prejudice or value as precedent and shall not be used as a standard by which other matters may be judged.

8.7. This Agreement represents a compromise of disputed Claims and shall not be deemed an admission or concession of liability, culpability, wrongdoing, or insurance coverage. All related discussions, negotiations, and all prior drafts of this Agreement shall be deemed to fall within the protection afforded to compromises and to offers to compromise by Rule 408 of the Federal Rules of Evidence and any parallel state law provisions. Any evidence of the negotiations or discussions associated with this

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Agreement shall be inadmissible in any action or proceeding for purposes of establishing any rights, duties, or obligations of the Parties, except that they shall be admissible to the extent they would have otherwise been admissible, absent this Section 8, in (i) an action or proceeding to enforce the terms of this Agreement, including any use as set forth in Section 7 or (ii) any possible action or proceeding between any of the Insurer Parties and any of their reinsurers. This Agreement shall not be used as evidence or in any other manner, in any court or dispute resolution proceeding, to create, prove, or interpret the Insurer Parties’ obligations under any of the Insurance Policies or any other binder, certificate, or policy of insurance issued by the Insurer Parties, with respect to any Claims against any of the Insurer Parties.

8.8. Except as necessary or appropriate to obtain entry of the Bankruptcy Orders as Final Orders, none of the Parties shall make any public statements or disclosures regarding each other’s rationale or motivation for negotiating or entering into this Agreement. In addition, none of the Parties shall make any public statements or disclosures asserting or implying in any way that the Parties acted improperly or in violation of any duty or obligation, express or implied, in connection with any matter arising out of, relating to, or in connection with the Insurance Policies or any other binder, certificate, or policy of insurance issued by the Insurer Parties, including handling of or involvement in connection with the Tort Claims or the resolution of the Tort Claims. However, the foregoing shall not preclude the Parties from making such statements or disclosures in any lawsuit brought to enforce the terms of this Agreement.

8.9. Neither this Agreement nor the rights and obligations set forth in this Agreement shall be assigned without the prior written consent of the other Parties.

8.10. The Diocese Parties and the Insurer Entities have received the advice of counsel in the preparation, drafting, and execution of this Agreement, which was negotiated at arm’s length.

8.11. Section titles and/or headings contained in this Agreement are included only for ease of reference and shall have no substantive effect.

8.12. All notices, demands, or other communication to be provided pursuant to this Agreement shall be in writing and sent by e-mail and Federal Express or other overnight delivery service, costs prepaid, to the Parties at the addresses set forth below, or to such other person or address as each of them may designate in writing from time to time:

If to the Debtor:

Bishop Stephen Blaire Diocese of Stockton Roman Catholic Bishop of Stockton 212 N San Joaquin St Stockton, CA 95202-2409 email: [email protected]

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With a copy to:

Clifford Stevens 509 W. Weber Avenue, 5th Floor P.O. Box 20 Stockton, CA 95201-3020 [email protected] and

Paul J. Pascuzzi Felderstein Fitzgerald Willoughby & Pascuzzi LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 email: [email protected] If to ACE-USA:

David Humphreys Chubb Insurance 436 Walnut St., WA10A Philadelphia, PA 19106 email: [email protected]

If to Beazley: Alyssa Pianelli Beazley Group 30 Batterson Park Road Farmington, CT 06032 [email protected]

With copy to:

Terrence R. McInnis Troutman Sanders LLP 5 Park Plaza, Suite 1400 Irvine, CA 92614 email: [email protected] If to Fireman’s Fund:

Deborah Sons, Claims Specialist San Francisco Reinsurance (ARM US) Allianz Resolution Management (ARM) 33 West Monroe Street, 12th Floor Chicago, IL 60603 Email: [email protected]

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -24- POLICY BUYBACK

With a copy to:

Mark D. Plevin Crowell & Moring LLP 275 Battery Street, 23rd Floor San Francisco, CA 94111 Email: [email protected] and

Janice Hodge Jensen Laxalt & Nomura, Ltd. 9600 Gateway Dr. Reno, NV 89521 email: [email protected] If to Great American:

Mark Herring Claim Specialist Great American Insurance 301 E. Fourth Street. 19th Floor Cincinnati, OH 45202 email: [email protected] With a copy to:

Robert S. Gebhard Sedgwick LLP 333 Bush Street, 30th Floor San Francisco, CA 94104 Email: [email protected] and

Peter Whalen Clyde & Company 101 Second Street, 24th Floor San Francisco, CA 94015 Email: [email protected] If to North Star:

Britta O. Knopka Second Vice President General Star Management Company P.O. Box 1255 Stamford, CT 06904

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -25- POLICY BUYBACK

With a copy to: Alan Barbanel Barbanel & Treuer, P.C. 1925 Century Park East, Suite 350 Los Angeles, CA 90067 email: [email protected] If to Pacific Indemnity:

John T. Mahony Chubb AVP, Claims 2603 Camino Ramon Ste. 300 San Ramon, Ca. 94583 Email: [email protected]

With a copy to:

Timothy M. Thornton Gray-Duffy, LLP 15760 Ventura Boulevard, 16th Floor Encino, CA 91436 email: [email protected] If to Security/Arrowood:

Robert Mooney Arrowpoint Capital 3600 Arco Corp Drive Charlotte, NC 28273 [email protected]

With a copy to:

Shaun McParland Baldwin Dennis N. Ventura Tressler LLP 233 South Wacker Drive, 22nd Floor Chicago, IL 60606 [email protected] [email protected]

If to St. Paul/Travelers:

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -26- POLICY BUYBACK

Ed Zawitoski Senior Vice President Travelers 111 Schilling Road Hunt Valley, MD 21031-1110 Email: [email protected]

With a copy to:

Robert M. Vinci Drinker Biddle & Reath LLP 600 Campus Drive Florham Park, New Jersey 07932 Email: [email protected] and

Michael P. Pompeo Drinker Biddle & Reath LLP 1177 Avenue of the Americas New York, New York 10036-2714 Email: [email protected]

If to The Ordinary Mutual:

Barbara Goode Law Offices of Barbara Goode 300 Montgomery St., Suite 500 San Francisco, CA 94104 email: [email protected]

8.13. All notices, demands, or other communication to be provided pursuant to this Agreement prior to entry of the Confirmation Order shall also be sent by e-mail and Federal Express or other overnight delivery service, costs prepaid, to James Stang, Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Boulevard, 13th Floor, Los Angeles, CA 90067-4003, Email: [email protected].

8.14. This Agreement may be executed in multiple counterparts, all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or other electronic image, which facsimile or other electronic image counterparts shall be deemed to be originals.

8.15. Nothing contained in this Agreement shall be deemed or construed to constitute (i) an admission by any of the Insurer Parties that the Diocese Parties, or any other Person was or is entitled to any insurance coverage under the Insurance Policies or any other binder, certificate, or policy of insurance issued by any of the Insurer Parties or as to the validity of any of the positions that have been or could have been asserted by the

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -27- POLICY BUYBACK

Diocese Parties, (ii) an admission by the Diocese Parties as to the nature and extent of insurance coverage of any of the Diocese Parties by any of the Insurer Parties; (iii) an admission by the Diocese Parties as to the validity of any of the positions or defenses to coverage that have been or could have been asserted by any of the Insurer Parties or any Claims that have been or could have been asserted by the Diocese Parties against any of the Insurer Parties, or (iv) an admission by the Diocese Parties or any of the Insurer Parties of any liability whatsoever with respect to any of the Tort Claims.

8.16. All of the Persons included in the definition of Insurer Parties and Diocese Parties are intended beneficiaries of this Agreement. Except as set forth in the preceding sentence or otherwise set forth in this Agreement, there are no third-party beneficiaries of this Agreement.

8.17. The Diocese Parties and each of the Insurer Parties shall be responsible for their own fees and costs incurred in connection with the Reorganization Case, this Agreement, and the implementation of this Agreement; provided, however, that nothing contained in this Agreement shall govern how the Settlement Amount is distributed following the occurrence of the Effective Date of the Plan, which distributions thereupon will be determined pursuant to the Plan and the Confirmation Order.

8.18. The following rules of construction shall apply to this Agreement:

8.18.1. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement; (iv) the words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation;” (v) the words “and/or” means either or both; and (vi) the words “relate to,” “related to,” “relates to,” or “relating to” mean with regard to, by reason of, based on, arising out of, or in any way connected with.

8.18.2. References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions regardless of whether specifically referenced in this Agreement.

8.18.3. The wording of this Agreement was reviewed by legal counsel for each of the Parties, and each of them had sufficient opportunity to propose and negotiate changes prior to its execution. The wording of this Agreement shall not be construed in favor of or against any Person.

8.18.4. The use of the terms “intend,” “intended,” or “intent,” when describing the intention of the Parties, as the case may be, shall not be construed to create a breach of this Agreement when the stated intent is not achieved.

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -28- POLICY BUYBACK

EXHIBIT 1 to Settlement Agreement, Release and Partial Policy Buyback

ACE-USA Policies

CP2 52 43

Beazley Policies

PFDBC1100277 PFDBC1200277

Fireman’s Fund Policies

XLX1218251

Great American Policies

BP8009692 BP8009691 BP1450251 PRO 104-36-28 PRO3206922

North Star Policies

NSU019520 NSU019520A

Pacific Indemnity Policies

LAC155500 LAC127792 LAC101275 LAC76333 LAC57120

Security/Arrowood Policies

Policy Number Unknown (purportedly having a policy period that included the years 1971 and 1972)

St. Paul /Travelers Policies

688NA8225 688NB5893 694NB3019

The Ordinary Mutual Policies

CGAL-090-11

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -31- POLICY BUYBACK

EXHIBIT 2 to Settlement Agreement, Release and Partial Policy Buyback Parishes Pastor of Presentation Church, a Corporation Sole Pastor of St. Stanislaus Church, a Corporation Sole Pastor of St. Anne Church, a Corporation Sole Pastor of Cathedral of the Annunciation, a Corporation Sole Pastor of St. George Church, a Corporation Sole Pastor of St. Anthony Church of Manteca, a Corporation Sole Pastor of St. Mary of the Annunciation Church, a Corporation Sole Pastor of All Saints University Church, a Corporation Sole Pastor of St. Bernadette Church, a Corporation Sole Pastor of St. Gertrude Church, a Corporation Sole Pastor of St. Luke Church of Stockton, a Corporation Sole Pastor of St. Mary of the Assumption Church. a Corporation Sole Pastor of St. Michael Church of Stockton, a Corporation Sole Pastor of St. Linus Church, a Corporation Sole Pastor of St. Edward Church, a Corporation Sole Pastor of Our Lady of Guadalupe Church, a Corporation Sole Pastor of St. Patrick Church of Ripon, a Corporation Sole Pastor of St. Joachim Church of Lockeford, a Corporation Sole Pastor of St. Bernard Church, a Corporation Sole Pastor of Holy Cross Church, a Corporation Sole Pastor of St. Patrick Church of Angels Camp, a Corporation Sole Pastor of St. Andrew Church of San Andreas, a Corporation Sole, aka St. Thomas Mission Pastor of St. Joseph Church of Mammoth Lakes, a Corporation Sole Pastor of St. Jude Church, a Corporation Sole Pastor of St. Anthony Church of Hughson, a Corporation Sole Pastor of Holy Family Church, a Corporation Sole Pastor of Our Lady of Fatima Church, a Corporation Sole Pastor of St. Joseph Church of Modesto, a Corporation Sole Pastor of St. Joachim Church of Newman, a Corporation Sole Pastor of Sacred Heart Church of Patterson, a Corporation Sole Pastor of St. Frances of Rome Church, a Corporation Sole Pastor of Sacred Heart Church of Turlock, a Corporation Sole Pastor of Our Lady of the Assumption of the Portuguese Church, a Corporation Sole Pastor of St. Patrick Church of Sonora, a Corporation Sole Pastor of All Saints Church, a Corporation Sole

Other Catholic Entities St. Mary’s High School, a California nonprofit religious corporation St. Mary’s High School Foundation, a California nonprofit public benefit corporation Central Catholic High School, a California nonprofit religious corporation Central Catholic High School Foundation, a California nonprofit public benefit corporation Catholic Charities of the Diocese of Stockton, a California nonprofit public benefit corporation Church for Tomorrow Fund SEEDS, GROWING FAITH THROUGH STUDENT SCHOLARSHIPS WITHIN THE ROMAN CATHOLIC DIOCESE OF STOCKTON, a California nonprofit religious corporation Catholic Diocese of Stockton Cemeteries, a California nonprofit religious corporation Madonna of Peace Retreat Center, a California nonprofit religious corporation

Roman Catholic Welfare Corporation

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -32- POLICY BUYBACK

Bishop Stephen Blaire

Monsignor Richard Ryan

SETTLEMENT AGREEMENT, RELEASE, AND PARTIAL -33- POLICY BUYBACK

PLAN EXHIBIT 2 PARTICIPATING PARTY AGREEMENT

PARTICIPATING PARTY AGREEMENT

This Agreement is entered into on the date below indicated, by and among the Roman Catholic Bishop of Stockton, a California corporation sole (the “Debtor”) and the Parish Steering Committee of the Roman Catholic Bishop of Stockton on behalf of the parishes and their missions and schools (the “Parishes”), and certain other non-debtor and non-parish Catholic entities within the geographic region of the Diocese of Stockton and under the canonical jurisdiction of the Bishop of the Diocese (the “Other Catholic Entities”), (collectively, the Parishes and the Other Catholic Entities are referred to herein as the “Non-Debtor Catholic Entities”), and the Roman Catholic Welfare Corporation. The Debtor has filed the Plan (as defined in Section 1) and Disclosure Statement,1 which provide certain benefits to Participating Parties. The Parties have agreed to this settlement (the “Agreement”) which is provided for in the Plan and for which the Parties will seek Bankruptcy Court approval as part of confirmation of the Plan, and pursuant to which the Parishes, Other Catholic Entities, and the Roman Catholic Welfare Corporation shall be deemed Participating Parties. A list of Parishes, Other Catholic Entities, and the Roman Catholic Welfare Corporation that are Participating Parties under the Plan is attached hereto as Schedule 1.

RECITALS

A. WHEREAS, the Debtor filed its Chapter 11 case on January 15, 2014, in the United States Bankruptcy Court for the Eastern District of California under Case Number 14- 20371-C-11 (the “Reorganization Case”).

B. WHEREAS, the Diocese contains “parishes” and other juridic persons. Each Parish is led by a pastor appointed by the Bishop and is a separately incorporated corporation sole pursuant to California law. There are other Catholic religious and public benefit corporations operating high schools, cemeteries, scholarship and other assistance programs within the geographic territory of the Diocese and subject to the canonical jurisdiction of the Bishop.

C. WHEREAS, certain Tort Claimants, holders of Claims, and the Committee have alleged or may in the future allege that the Non-Debtor Catholic Entities, and the Roman Catholic Welfare Corporation are legally identical to the Debtor, so that their property has direct liability for Claims against the Debtor, including claimants in connection with Tort Claims who have alleged or that may in the future allege actions or failures to act arising within the territory of the Diocese.

D. WHEREAS, the Debtor or its Estate (including by or through the Committee) may have rights against certain Non-Debtor Catholic Entities and/or the Roman Catholic Welfare Corporation to the extent that in connection with Claims or Tort Claims that have been alleged against the Debtor or that may in the future be alleged against the Debtor, it could be alleged that

1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Debtor’s Plan of Reorganization, dated ______, 2016 [Docket No. ___], as same may be amended from time to time (subject to the terms hereof) (the “Plan”).

PARTICIPATING -1- PARTY AGREEMENT

such Claims or Tort Claims are based on actions of the Non-Debtor Catholic Entities and/or the Roman Catholic Welfare Corporation rather than the Diocese or with respect to Avoidance Actions.

E. WHEREAS, the Debtor filed its voluntary bankruptcy petition and Plan for the purpose of fairly and finally resolving all its legal and other disputes, including with Tort Claimants. The Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation are interested in seeing the Debtor accomplish that reorganization.

F. WHEREAS, the Debtor will establish the Trust under the Plan for the benefit of the Tort Claimants.

G. WHEREAS, the Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation will collectively make a contribution to support the Plan and/or the transactions contemplated thereunder, including with respect to the Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation a contribution to assist with funding the Trust, and in exchange each Non-Debtor Catholic Entity and the Roman Catholic Welfare Corporation each will be named as a “Participating Party” as that term is defined in the Plan.

H. WHEREAS, by this Agreement, the Parties intend to adopt, by way of compromise, and without prejudice to or waiver of their respective positions in matters with other unrelated parties, without future trial or adjudication of any issues of fact or law, and without admission of liability or responsibility, a full and final settlement that releases and terminates all obligations and liabilities of the Parties with respect to Tort Claims and Avoidance Actions between themselves and provide for a release and Injunctions against any Tort Claims or Unknown Tort Claims asserted against the Non-Debtor Catholic Entities and/or the Roman Catholic Welfare Corporation.

AGREEMENT

1. Consideration from All Non-Debtor Catholic Entities. In full settlement of the claims between the Non-Debtor Catholic Entities and the Debtor (including its Estate) regarding the Tort Claims and Avoidance Actions and in consideration for the Injunctions, release and other provisions in the Debtor’s Plan, the Non-Debtor Catholic Entities shall collectively pay $2,905,000.00 (the “Settlement Payment”) subject to the terms and conditions contained in this Agreement, the Plan, and the Confirmation Order.

2. Special Consideration from All Saints University Church Regarding Avoidance Actions. In full settlement of the claims between All Saints University Church and the Debtor (including its Estate) regarding any Avoidance Action and in consideration for the release and other provisions in the Debtor’s Plan, All Saints University Church shall pay $1,295,000.00 (the “All Saints University Settlement Payment”) subject to the terms and conditions contained in this Agreement, the Plan, and the Confirmation Order.

3. Consideration from Madonna of Peace Retreat Center. In addition to the consideration specified in Section 1 herein, in full settlement of the claims between the Madonna of Peace Retreat Center and the Debtor (including its Estate) regarding the Tort Claims and Avoidance Actions and in consideration for the Injunctions, release and other provisions in the

PARTICIPATING -2- PARTY AGREEMENT

Debtor’s Plan, the Madonna of Peace Retreat Center hereby waives its scheduled claim against the Debtor in the amount of $100,000 subject to the terms and conditions contained in this Agreement, the Plan, and the Confirmation Order. Such claim shall be deemed waived upon the Effective Date of the Plan.

4. Consideration from the Roman Catholic Welfare Corporation. In full settlement of the claims between the Roman Catholic Welfare Corporation and the Debtor (including its Estate) regarding the Tort Claims and Avoidance Actions and in consideration for the Injunctions, release and other provisions in the Debtor’s Plan, the Roman Catholic Welfare Corporation shall pay $1,000,000.00 (the “Roman Catholic Welfare Settlement Payment”) subject to the terms and conditions contained in this Agreement, the Plan, and the Confirmation Order.

5. Plan Provisions. Provided that the Bankruptcy Court in the Reorganization Case enters the Confirmation Order in form satisfactory to counsel for the Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation, the Non-Debtor Catholic Entities, All Saints University Church, and the Roman Catholic Welfare Corporation shall pay the Settlement Payment, the All Saints University Settlement Payment, and the Roman Catholic Welfare Settlement Payment, respectively, into the Debtor’s Plan Implementation Account on or before the Effective Date of the Plan.

6. Dismissal of Underlying Litigation. Within five (5) business days after the Effective Date of the Plan, the Debtor’s and the Non-Debtor Catholic Entities’ counsel and plaintiffs’ counsel jointly shall execute and file a dismissal with prejudice (“Stipulation”) in any court in which litigation regarding the relevant Tort Claim (which by definition, are or are related to acts or omissions related to Abuse occurring prior to the Petition Date) is pending against a Participating Party and any of its Representatives (“Underlying Litigation”), each party to bear its own costs and attorneys’ fees incurred therein. As of September 15, 2016, the only Underlying Litigation known to the Participating Parties are the following cases pending in the San Joaquin County Superior Court: (a) Case No. 39-2012-00286756-CU-PO-STK; (b) Case No. 39-2012-00284844-CU-NP-STK; (c) Case No. 39-2012-00280308-CU-PO-STK; and (d) Case No. 39-2012-00289326-CU-PA-STK.

7. Agreement Effective Date. This Agreement shall be effective upon the later of the date that the Debtor, the Non-Debtor Catholic Entities, the Roman Catholic Welfare Corporation and the claimants/plaintiffs or their counsel have executed the Agreement and upon the Effective Date of the Plan.

8. Termination of Agreement.

a. If, after a duly noticed Confirmation Hearing, the Court does not enter the Confirmation Order which confirms a plan of reorganization substantially in the form of the Plan as filed, or if the Court does enter such an order but the Confirmation Order does not become a Final Order, any of the Parties may, in its sole discretion, either:

i. Terminate this Agreement; or

PARTICIPATING -3- PARTY AGREEMENT

ii. Continue this Agreement in effect temporarily while the Parties attempt to negotiate (x) an alternative settlement that could be incorporated into a different plan of reorganization for confirmation by the Court or (y) an alternative Confirmation Order.

b. If the Non-Debtor Catholic Entities, All Saints University Church, or the Roman Catholic Welfare Corporation fail to make the Settlement Payment, the All Saints University Settlement Payment, or the Roman Catholic Welfare Settlement Payment, respectively, in the time required by the Plan or Confirmation Order, then the Debtor or Committee may terminate this Agreement in their sole discretion.

c. In the event this Agreement is terminated, all consideration paid by any Party shall be returned to such Party.

d. In the event a Party or the Committee terminates this Agreement, such Party or the Committee must give notice of termination to the other Parties and the Committee in the manner prescribed in Section 16.

9. Neutrality. Nothing herein shall affect the Non-Debtor Catholic Entities’ rights relating to their own insurers, indemnitors, subrogees, or others against whom the Non-Debtor Catholic Entities may have rights to seek indemnity or reimbursement (other than those Persons expressly protected by the Plan, the Confirmation Order, or this Agreement).

10. Jurisdiction. The Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation shall be subject to the Bankruptcy Court’s jurisdiction for the purpose of enforcing this Agreement and the provisions of the Confirmation Order applicable to the Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation. The Bankruptcy Court’s jurisdiction is exclusive with respect to enforcement of the Channeling Injunction, the Plan, the Confirmation Order, and this Agreement including certain other issues related to or arising in the Reorganization Case.

11. Merger and Enforcement. The Parties intend that this Agreement shall be complete and shall not be subject to any claims of accident, unilateral mistake, mutual mistake, mistake of fact, rescission, reformation, or claims of similar effect, and they intend by this Agreement to resolve all present and future disputes between them relating to the Tort Claims and Avoidance Actions.

12. Representation by Counsel. The Parties acknowledge and agree that this Agreement was bargained for and entered into in good faith and as the result of arm’s length negotiations, and that at all times material they have been represented by counsel of their own choosing concerning the rights affected by this Agreement, the form and content of it, and the advisability of executing it. This Agreement has been reviewed by counsel for each of the Parties and shall not be strictly construed against any Party.

13. Representations and Warranties. Each Party represents and warrants that this Agreement has been thoroughly negotiated and analyzed by its counsel and has been executed

PARTICIPATING -4- PARTY AGREEMENT

and delivered in good faith, pursuant to arm’s length negotiations, and for value and valuable consideration. Subject to confirmation of the Plan and entry of the Confirmation Order approving this Agreement, each of the Debtor, the Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation represents and warrants that it has authority to execute this Agreement as its binding and legal obligation. Each of the Debtor, the Non-Debtor Catholic Entities and the Roman Catholic Welfare Corporation represents and warrants that the person signing this Agreement on its behalf is authorized to execute this Agreement and that it has read this Agreement in full.

14. Release. Upon payment by the Settling Insurers of the amounts determined in the Insurance Settlement Agreement, and by virtue of confirmation of the Plan and occurrence of the Effective Date of the Plan, each Non-Debtor Catholic Entity and the Roman Catholic Welfare Corporation shall be deemed to have fully, finally, and completely remised, released, acquitted, and forever discharged the corresponding Settling Insurers (and any property thereof) and any of their reinsurers or retrocessionaires from any and all past or present Tort Claims, including any Claims that, directly or indirectly, arise out of, relate to, or are in connection with the Tort Claims including any Channeled Claims. This release specifically includes all Unknown Tort Claims, with all Tort Claims channeled to the Trust, pursuant to the Plan, and with no liability to such Settling Insurers as provided in the Insurance Settlement Agreement.

15. Non-Prejudice and Construction of Agreement. This Agreement is subject to Federal Rule of Evidence 408 and similar state law rules of evidence applicable to compromises, is intended to be and is a compromise between the Parties, and shall not be construed as an admission of liability. This Agreement is without prejudice to positions taken or that may be taken by the Non-Debtor Catholic Entities or the Roman Catholic Welfare Corporation relating to other insureds or claimants, and without prejudice to positions taken or that will be taken by the Debtor relating to third parties. Nothing in this Agreement, express or implied, confers on any Entity, other than the Parties, any benefit or any legal or equitable right, remedy, or Claim.

16. No Modification. Before the entry of the Confirmation Order, no change or modification of this Agreement shall be valid, even if supported by additional consideration, unless it is made in writing and signed by the Parties subject to Section 13. After the entry of the Confirmation Order, this Agreement may be changed or modified only in a written notice signed by the Parties and approved by the Bankruptcy Court.

17. No Waiver. Any Party may specifically and expressly waive in writing any portion of this Agreement or any breach hereof, but only to the extent such provision is for the benefit of the waiving Party, and no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. The consent by one Party to any act for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future, and no forbearance by a Party to seek a remedy for noncompliance or breach by the other Party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

18. Governing Law. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of California without regard to its conflict of law principles, and where necessary, in accordance with federal bankruptcy law.

PARTICIPATING -5- PARTY AGREEMENT

19. Notices. Any notices, consents and other communications required or permitted herein shall be in writing and shall be effective, and any applicable time period shall commence when (a) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid) or (b) transmitted electronically to facsimile or e-mail addresses with confirmation of receipt of transmission, in each case marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, email address, or Entity as a Party may designate by notice to the other Parties). Unless another person is designated, in writing, for receipt of notices hereunder, notices to the respective Parties shall be sent to the following:

Debtor:

Bishop Stephen E. Blaire Roman Catholic Bishop of Stockton 212 N San Joaquin St Stockton, CA 95202-2409 [email protected]

With a copy to:

Saroya J. Leonardini Neumiller & Beardslee 509 W. Weber Avenue, 5th Floor P.O. Box 20 Stockton, CA 95201-3020 [email protected]

Special Counsel for Debtor

Parish Steering Committee:

St. Stanislaus Church, a California Corporation Sole c/o Rev. Ramon Bejarano 709 “J” Street Modesto, CA 95354-2231

St. Anne Church, a California Corporation Sole c/o Rev. Brandon Ware 215 West Walnut Street P.O. Box 480 Lodi, CA 95241-0480

PARTICIPATING -6- PARTY AGREEMENT

St. Mary of the Annunciation Church, a California Corporation Sole c/o Rev. Richard Morse, O.S.F.S. 1225 Olive Avenue Oakdale, CA 95361-3499

St. Bernard’s Catholic Church c/o Rev. David Dutra 163 W. Eaton Ave. Tracy, CA 95376

All Saints University Parish, a California Corporation Sole c/o Rev. Matthew O'Donnell 4040 McKenna Drive Turlock, CA 95382

Sacred Heart Church, a California Corporation Sole c/o Rev. Pat Walker 1301 Cooper Ave Turlock, CA 95380-4113

With a copy to:

Daniel L. Egan Wilke Fleury, et al. 400 Capitol Mall, Twenty-Second Floor Sacramento, CA 95814 [email protected]

Counsel for Parish Steering Committee

Other Catholic Entities

ST. MARY'S HIGH SCHOOL c/o Jim Acosta Iacopi & Lenz 3031 W March Lane, Ste. 300E Stockton, CA 95219 [email protected]

PARTICIPATING -7- PARTY AGREEMENT

ST. MARY'S HIGH SCHOOL FOUNDATION c/o Jim Acosta Iacopi & Lenz 3031 W March Lane, Ste. 300E Stockton, CA 95219 [email protected]

CATHOLIC CHARITIES c/o Don Geiger Kroloff, Belcher, Smart, Perry & Christopherson 7540 Shoreline Drive Stockton, CA 95219 [email protected]

CENTRAL CATHOLIC HIGH SCHOOL FOUNDATION c/o Robert Fantazia 1013 Northfield Court Modesto, CA 95350 [email protected]

CENTRAL CATHOLIC HIGH SCHOOL c/o Jim Pecchenino 200 South Carpenter Road Modesto, CA 95351 [email protected]

SEEDS c/o Sister Abby Newton 1800 S California Street Stockton, CA 95204 [email protected]

Jeanette Gerlomes 1800 S California Street Stockton, CA 95204 [email protected]

CATHOLIC CEMETERIES c/o Vladimir “Mirko” Kozina 2453 Grand Canal Blvd. Stockton, CA 95207 [email protected]

PARTICIPATING -8- PARTY AGREEMENT

Al Vigil San Joaquin Catholic Cemetery, 719 E Harding Way Stockton, CA 95204 [email protected]

MADONNA OF PEACE c/o Rev. Msgr. Richard J. Ryan, J.C.D. 212 North San Joaquin Street Stockton, CA 95202-2409 [email protected]

With a copy to:

Howard S. Nevins Hefner Stark and Marois LLP 2150 River Plaza Drive, Suite 450 Sacramento, CA 95833 [email protected]

Counsel to Other Catholic Entities

Roman Catholic Welfare Corporation 212 N. San Joaquin Stockton, CA 95202-2409

With a copy to:

David Meegan Meegan Hanschu & Kassenbrock 11341 Gold Express Dr. Gold River, CA 95670 [email protected]

Church for Tomorrow Fund 212 N. San Joaquin Stockton, CA 95202-2409

With a copy to:

Mark Gorton Boutin Jones Inc. 555 Capitol Mall, Suite 1500 Sacramento, CA 95814 [email protected]

Counsel for Church for Tomorrow Fund

PARTICIPATING -9- PARTY AGREEMENT

With a copy to:

James I. Stang Pachulski Stang Ziehl & Jones| 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 [email protected] [email protected]

Counsel for The Official Committee of Unsecured Creditors

-or-

The Trustee under the Trust Agreement as so designated by the Committee

Claimants/Plaintiffs:

______

Claimants/Plaintiffs

With a copy to:

John C. Manly Manly, Stewmi & Finaldi 19100 Von Karman Ave., Suite 800 Irvine, CA 92612 [email protected]

Joseph C. George Law Offices of Joseph C. George 601 University Avenue, Suite 200 Sacramento, CA 95825 [email protected]

Counsel for Claimants/Plaintiffs

20. Integration. This Agreement, together with the Plan and the Confirmation Order (when entered), constitutes the entire Agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all discussions, agreements and understandings, both written and oral, between the Parties with respect thereto.

21. Additional Documents. The Parties shall execute any such other documents as may be reasonably required to obtain the Confirmation Order as set forth herein, or as may

PARTICIPATING -10- PARTY AGREEMENT

reasonably be necessary to effectuate any other requirement or agreement herein.

22. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original. This Agreement is binding when one or more counterparts, individually or taken together, is signed by each of the Parties and claimants/plaintiffs or their counsel. This Agreement may be effected by facsimile or other electronic transmission of executed copies of the signature page delivered to counsel for the Parties.

23. Captions and Headings. The captions and headings used in this Agreement are for reference purposes only and shall not be taken into account in construing or interpreting this Agreement.

[Signatures follow on next page]

Dated this __ day of ______, 2016.

THE ROMAN CATHOLIC BISHOP OF STOCKTON, a corporation sole

______Bishop Stephen E. Blaire

Dated this __ day of ______, 2016.

WILKE FLEURY HOFFELT GOULD & BIRNEY LLP

______Daniel L. Egan Attorneys for Parish Group as listed on Schedule 1

Dated this __ day of ______, 2016.

HEFNER STARK & MAROIS LLP

______Howard S. Nevins Attorneys for Other Catholic Entities as listed on Schedule 1

Dated this __ day of ______, 2016.

MEEGAN HANSCHU & KASSENBROCK

______David Meegan

PARTICIPATING -11- PARTY AGREEMENT

Attorneys for Roman Catholic Welfare Corporation

Dated this __ day of ______, 2016.

BOUTIN JONES INC.

______Mark Gorton Attorneys for Church for Tomorrow Fund

CONSENT AND ACKNOWLEDGMENT

I acknowledge and consent to the foregoing and agree to comply with the terms of this Agreement, including dismissal of the Underlying Litigation with prejudice in accordance with this Agreement and the Plan.

Dated this __ day of ______, 2016.

MANLY, STEWART AND FINALDI

______John C. Manly Counsel for Claimants/Plaintiffs

LAW OFFICES OF JOSEPH C. GEORGE

______Joseph C. George Counsel for Claimants/Plaintiffs

PARTICIPATING -12- PARTY AGREEMENT

Schedule 1

Parishes Pastor of Presentation Church, a Corporation Sole Pastor of St. Stanislaus Church, a Corporation Sole Pastor of St. Anne Church, a Corporation Sole Pastor of Cathedral of the Annunciation, a Corporation Sole Pastor of St. George Church, a Corporation Sole Pastor of St. Anthony Church of Manteca, a Corporation Sole Pastor of St. Mary of the Annunciation Church, a Corporation Sole Pastor of All Saints University Church, a Corporation Sole Pastor of St. Bernadette Church, a Corporation Sole Pastor of St. Gertrude Church, a Corporation Sole Pastor of St. Luke Church of Stockton, a Corporation Sole Pastor of St. Mary of the Assumption Church. a Corporation Sole Pastor of St. Michael Church of Stockton, a Corporation Sole Pastor of St. Linus Church, a Corporation Sole Pastor of St. Edward Church, a Corporation Sole Pastor of Our Lady of Guadalupe Church, a Corporation Sole Pastor of St. Patrick Church of Ripon, a Corporation Sole Pastor of St. Joachim Church of Lockeford, a Corporation Sole Pastor of St. Bernard Church, a Corporation Sole Pastor of Holy Cross Church, a Corporation Sole Pastor of St. Patrick Church of Angels Camp, a Corporation Sole Pastor of St. Andrew Church of San Andreas, a Corporation Sole, aka St. Thomas Mission Pastor of St. Joseph Church of Mammoth Lakes, a Corporation Sole Pastor of St. Jude Church, a Corporation Sole Pastor of St. Anthony Church of Hughson, a Corporation Sole Pastor of Holy Family Church, a Corporation Sole Pastor of Our Lady of Fatima Church, a Corporation Sole Pastor of St. Joseph Church of Modesto, a Corporation Sole Pastor of St. Joachim Church of Newman, a Corporation Sole Pastor of Sacred Heart Church of Patterson, a Corporation Sole Pastor of St. Frances of Rome Church, a Corporation Sole Pastor of Sacred Heart Church of Turlock, a Corporation Sole Pastor of Our Lady of the Assumption of the Portuguese Church, a Corporation Sole Pastor of St. Patrick Church of Sonora, a Corporation Sole Pastor of All Saints Church, a Corporation Sole Other Catholic Entities St. Mary’s High School, a California nonprofit religious corporation St. Mary’s High School Foundation, a California nonprofit public benefit corporation Central Catholic High School, a California nonprofit religious corporation Central Catholic High School Foundation, a California nonprofit public benefit corporation Catholic Charities of the Diocese of Stockton, a California nonprofit public benefit corporation Church for Tomorrow Fund SEEDS, GROWING FAITH THROUGH STUDENT SCHOLARSHIPS WITHIN THE ROMAN CATHOLIC DIOCESE OF STOCKTON, a California nonprofit religious corporation Catholic Diocese of Stockton Cemeteries, a California nonprofit religious corporation Madonna of Peace Retreat Center, a California nonprofit religious corporation Roman Catholic Welfare Corporation

PARTICIPATING -13- PARTY AGREEMENT

PLAN EXHIBIT 3 LIST OF PARTICIPATING PARTIES

PLAN EXHIBIT 3 – LIST OF PARTICIPATING PARTIES

Parishes Pastor of Presentation Church, a Corporation Sole Pastor of St. Stanislaus Church, a Corporation Sole Pastor of St. Anne Church, a Corporation Sole Pastor of Cathedral of the Annunciation, a Corporation Sole Pastor of St. George Church, a Corporation Sole Pastor of St. Anthony Church of Manteca, a Corporation Sole Pastor of St. Mary of the Annunciation Church, a Corporation Sole Pastor of All Saints University Church, a Corporation Sole Pastor of St. Bernadette Church, a Corporation Sole Pastor of St. Gertrude Church, a Corporation Sole Pastor of St. Luke Church of Stockton, a Corporation Sole Pastor of St. Mary of the Assumption Church. a Corporation Sole Pastor of St. Michael Church of Stockton, a Corporation Sole Pastor of St. Linus Church, a Corporation Sole Pastor of St. Edward Church, a Corporation Sole Pastor of Our Lady of Guadalupe Church, a Corporation Sole Pastor of St. Patrick Church of Ripon, a Corporation Sole Pastor of St. Joachim Church of Lockeford, a Corporation Sole Pastor of St. Bernard Church, a Corporation Sole Pastor of Holy Cross Church, a Corporation Sole Pastor of St. Patrick Church of Angels Camp, a Corporation Sole Pastor of St. Andrew Church of San Andreas, a Corporation Sole, aka St. Thomas Mission Pastor of St. Joseph Church of Mammoth Lakes, a Corporation Sole Pastor of St. Jude Church, a Corporation Sole Pastor of St. Anthony Church of Hughson, a Corporation Sole Pastor of Holy Family Church, a Corporation Sole Pastor of Our Lady of Fatima Church, a Corporation Sole Pastor of St. Joseph Church of Modesto, a Corporation Sole Pastor of St. Joachim Church of Newman, a Corporation Sole Pastor of Sacred Heart Church of Patterson, a Corporation Sole Pastor of St. Frances of Rome Church, a Corporation Sole Pastor of Sacred Heart Church of Turlock, a Corporation Sole Pastor of Our Lady of the Assumption of the Portuguese Church, a Corporation Sole Pastor of St. Patrick Church of Sonora, a Corporation Sole Pastor of All Saints Church, a Corporation Sole Other Catholic Entities St. Mary’s High School, a California nonprofit religious corporation St. Mary’s High School Foundation, a California nonprofit public benefit corporation Central Catholic High School, a California nonprofit religious corporation Central Catholic High School Foundation, a California nonprofit public benefit corporation Catholic Charities of the Diocese of Stockton, a California nonprofit public benefit corporation Church for Tomorrow Fund SEEDS, GROWING FAITH THROUGH STUDENT SCHOLARSHIPS WITHIN THE ROMAN CATHOLIC DIOCESE OF STOCKTON, a California nonprofit religious corporation Catholic Diocese of Stockton Cemeteries, a California nonprofit religious corporation Madonna of Peace Retreat Center, a California nonprofit religious corporation The Roman Catholic Welfare Corporation of Stockton, a California corporation

PLAN EXHIBIT 3 – LIST OF PARTICIPATING PARTIES

PLAN EXHIBIT 4 LIST OF PARISHES

PLAN EXHIBIT 4 – LIST OF PARISHES

Pastor of All Saints Church, a Corporation Sole Pastor of All Saints University Church, a Corporation Sole Pastor of Cathedral of the Annunciation, a Corporation Sole Pastor of Holy Cross Church, a Corporation Sole Pastor of Holy Family Church, a Corporation Sole Pastor of Our Lady of Fatima Church, a Corporation Sole Pastor of Our Lady of Guadalupe Church, a Corporation Sole Pastor of Our Lady of the Assumption of the Portuguese Church, a Corporation Sole Pastor of Presentation Church, a Corporation Sole Pastor of Sacred Heart Church of Patterson, a Corporation Sole Pastor of Sacred Heart Church of Turlock, a Corporation Sole Pastor of St. Andrew Church of San Andreas, a Corporation Sole Pastor of St. Anne Church, a Corporation Sole Pastor of St. Anthony Church of Hughson, a Corporation Sole Pastor of St. Anthony Church of Manteca, a Corporation Sole Pastor of St. Bernadette Church, a Corporation Sole Pastor of St. Bernard Church, a Corporation Sole Pastor of St. Edward Church, a Corporation Sole Pastor of St. Frances of Rome Church, a Corporation Sole Pastor of St. George Church, a Corporation Sole Pastor of St. Gertrude Church, a Corporation Sole Pastor of St. Joachim Church of Lockeford, a Corporation Sole Pastor of St. Joachim Church of Newman, a Corporation Sole Pastor of St. Joseph Church of Mammoth Lakes, a Corporation Sole Pastor of St. Joseph Church of Modesto, a Corporation Sole Pastor of St. Jude Church, a Corporation Sole Pastor of St. Linus Church, a Corporation Sole Pastor of St. Luke Church of Stockton, a Corporation Sole Pastor of St. Mary of the Annunciation Church, a Corporation Sole Pastor of St. Mary of the Assumption Church. a Corporation Sole Pastor of St. Michael Church of Stockton, a Corporation Sole Pastor of St. Patrick Church of Angels Camp, a Corporation Sole Pastor of St. Patrick Church of Ripon, a Corporation Sole Pastor of St. Patrick Church of Sonora, a Corporation Sole Pastor of St. Stanislaus Church, a Corporation Sole

PLAN EXHIBIT 4 – LIST OF PARISHES

PLAN EXHIBIT 5 LIST OF SETTLING INSURERS

PLAN EXHIBIT 5 – LIST OF SETTLING INSURERS

1. Those Certain Underwriters at Lloyd’s, London subscribing to any certificate or policy of insurance under which any of the Diocese Parties are insureds, including but not necessarily limited to Syndicates 623 and 2623 (Beazley) 2. Fireman’s Fund Insurance Company 3. Great American Insurance Company and Great American Insurance Company of New York 4. Insurance Company of North America (ACE-USA) 5. North Star Reinsurance Corporation 6. Pacific Indemnity Company 7. St. Paul Fire and Marine Insurance Company 8. Arrowood Indemnity Company, formerly known as Royal Indemnity Company, as successor in interest to Security Insurance Company of Hartford 9. The Ordinary Mutual, A Risk Retention Group Corporation

PLAN EXHIBIT 5 – LIST OF SETTLING INSURERS

PLAN EXHIBIT 6 TORT CLAIM A ALLOCATION PROTOCOL

EXHIBIT 6

ALLOCATION PROTOCOL FOR CLASS 12 -TORT CLAIMS A

I. Abuse Claim Reviewer

The Honorable (Retired) William L. Bettinelli shall have the title, responsibility and authority of “Abuse Claims Reviewer” (hereinafter “ACR”) under the terms of this Allocation Protocol. The ACR shall conduct a review of each Tort Claim A and make individual point allocations according to the guidelines set forth in sections 4.5 and 4.6 below. The ACR shall have the authority to employ qualified assistants and consultants as he/she deems appropriate. The Trustee shall make individual monetary distributions to Tort Claimants pursuant to the terms of this Allocation Protocol and the Plan based on the ACR’s point award. The ACR's point award as to each claimant shall be final, subject only to reconsideration as set forth in section 4.7 below.

II. Definitions

2.1 Capitalized Terms. Capitalized terms used in this Allocation Protocol shall have the meanings given to them in the Plan, the Trust Agreement or the Bankruptcy Code, unless otherwise defined herein, and such definitions are incorporated in this Allocation Protocol by reference.

“Adult Tort Claim” means a Tort Claim to the extent that the Abuse occurred on or after the date that such Tort Claimant became eighteen (18) years of age.

“Applicable Perpetrator” means a person who was any cleric, employee, volunteer, agent, contractor or other Entity associated with the Debtor, the Diocese, any Parish or any affiliated or related Entity within the territory of the Diocese at the time such person committed an act of Abuse.

“Documentary Information” means any writing or recorded information regarding a Tort Claim.

“Plan” means and refers to the Debtors’ Plan of Reorganization as confirmed and as the same may be amended or modified.

“Tort Claim” has the same meaning as in the Plan; provided, however, that as used herein such term refers only to a Class 12 Tort Claim and not any other claim, including an unknown Tort Claim.

“Tort Claimant” has the same meaning as in the Plain; provided, however, that as used herein such term refers only to a holder of a Class 12 Tort Claim and any other claim.

III. Purpose

3.1 Purpose: The purpose of this Allocation Protocol is to provide for the just, fair and reasonable distribution of settlement funds to Tort Claimants.

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3.2 Sole and Exclusive Method: This Allocation Protocol shall be the sole and exclusive method by which Tort Claimants may receive a distribution on account of their Claims.

3.3 Interpretation: The terms of the Plan shall prevail if there is any discrepancy between the terms of the Plan and the terms of this Allocation Protocol.

3.4 Disclosure of Tort Claims Receiving Distributions: Upon written request from any Tort Claimant, the Trustee shall provide a list of all Tort Claimants (by Proof of Claim number) who receive a distribution pursuant to the Plan.

3.5 Tort Claims A, Tort Claims B, Tort Claim C and Unknown Tort Claims Separately Allocated: There are separate Allocation Protocols for Tort Claims A, Tort Claims B, and Unknown Tort Claims and the allocation for the Tort Claim C is set forth in the Plan. This Allocation Protocol applies to the Tort Claims as defined herein and identified in this Allocation Protocol’s title.

IV. Procedure for Allocation Protocol

4.1 Monetary Distribution on Account of Tort Claim: The ACR shall evaluate each Tort Claim and shall determine the number of points, if any, which should be allocated to each Tort Claimant under the guidelines set forth in section 4.5 below.

4.2 Additional Information Regarding Tort Claim: The ACR shall provide each Tort Claimant thirty days’ notice of the opportunity for an interview and to provide Documentary Information to the ACR (the “Submission Deadline”); provided, however, that the ACR may grant extensions of time for good cause shown upon written application (including via email) before the Submission Deadline; provided further, however, that any Tort Claimant may agree to an earlier deadline to submit any Documentary Information. Unless the ACR requests Documentary Information, the failure to submit any Documentary Information shall not be grounds for denial or reduction of the Tort Claimant’s allocation. A failure to respond to the ACR’s request for Documentary Information may be grounds for denial or reduction of the Tort Claimant’s allocation

Each Tort Claimant will have the opportunity for an interview with the ACR upon written request to the ACR by the Submission Deadline. Nothing herein shall be construed to prejudice a Tort Claimant who does not request an interview. The interview may be conducted in person, by telephone, by internet teleconferencing or other means reasonably approved by the ACR; however, the interviews will be conducted in person only when the ACR determines, in his or her sole discretion, that an in person interview is reasonably feasible. Tort Claimants requesting an interview shall pay, in advance, the reasonable fees and expenses of the ACR incurred in conducting such interview.

The ACR shall consider all of the facts and evidence presented by the Tort Claimant. However, it is recognized that many Tort Claimants may not have documents such as medical or counseling records. The ACR shall not distinguish between documentary evidence, written submissions, and oral evidence in terms of weight or value in making her/his findings. One is not necessarily more or less valuable than the other. The presence or absence of any documents, written submissions and/or oral evidence shall not, alone, advantage or disadvantage any Tort Claimant if the information presented is otherwise reliable and credible.

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4.3 Information from Abuse Claimant and/or Other Parties. Any Tort Claimant shall have the right to provide additional information to the ACR supporting, but not in opposition to, any other Tort Claim subject to the Allocation Protocol. Any such information shall be provided to the ACR by the Submission Deadline.

4.4 Deceased Abuse Claimant: Tort Claimant shall include the estate of the deceased Tort Claimant, or the personal executor, or personal representative of the estate of a deceased Tort Claimant. The ACR shall not consider the impact of any applicable state law that impairs the Tort Claim of a deceased Tort Claimant on account of the Tort Claimant’s demise.

4.5 Guidelines for Use of Protocol:

a. Initial-Evaluation:

Before determining a Tort Claimant’s point award, the ACR shall consider the degree to which each Tort Claimant has proven by a preponderance of the evidence that such Tort Claimant’s Abuse was perpetrated by an Applicable Perpetrator.

The ACR should consider the coherence, credibility and consistency of each Tort Claimant's accounts of the abuse and should consider any and all evidence that may enhance or diminish the reliability of such claims.

b. Nature, severity, and impact of the Abuse.

Each Tort Claimant will be evaluated by the ACR and scored according to the following system. If a Tort Claimant does not have an interview or does not provide additional Documentary Information, then the ACR will allocate points according to the same factors based on the Tort Claimant’s filed proof of claim to extent the ACR deems such proof of claim reliable and probative. Scores are based on the ACR completing a summary sheet of the point award reflecting information obtained from the filed proof of claim and, if applicable, an interview, Documentary Information or other sources.

c. No Award for Adult Tort Claimants.

The ACR shall allocate zero (0) points to a Tort Claimant for its Adult Tort Claim, regardless of the applicability of any other factors.

d. No Award for Non-Sexual Abuse.

The ACR shall allocate points only for Tort Claims that are based on Abuse. Zero (0) points shall be allocated for any Tort Claim based on any act or omission that is not Abuse.

e. Affect of Possible Statute of Limitations Defenses

The ACR shall reduce by seventy-five percent (75%) the points that the ACR otherwise would award to each Tort Claimant credibly alleging (to address such Tort Claimant’s Claim’s statute of limitations infirmity) only equitable estoppel, and the ACR and Trustee shall calculate such Tort Claimant’s monetary award based on those reduced points. The ACR shall not reduce any of the other Tort Claimants’ points or awards based on possible statute of limitations defense infirmities.

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f. Considerations for Allocation.

The ACR’s summary sheet shall reflect the Tort Claimant’s point award based on the following factors (examples of the factors are non-exclusive):

Pre-existing Risk and Resiliency Factors: MAXIMUM: 20 POINTS

1. Risk and resiliency factors are aspects of life known to negatively impact life and to exacerbate the negative impact of experience such as sexual abuse: a. Childhood of poverty.

b. Parental divorce or death of a parent.

c. Exposure to substance abuse in home.

d. Absence of parent(s).

e. Being victim of or witnessing domestic violence or prior abuse.

f. Age at the time of abuse.

Nature of the Abuse: MAXIMUM 40 POINTS

2. Nature of the abuse considers:

a. Duration.

b. Frequency/number of instances.

c. Degree intrusive into child’s body (e.g. clothed/unclothed, oral, anal, vaginal).

d. Level of force/violence/coercion/threats.

e. Child/family was Catholic.

f. Control of environment (e.g. trip under supervision of Applicable Perpetrator, day school, Sunday school, or employment relationship of the Applicable Perpetrator).

g. More than one Applicable Perpetrator.

h. Physical pain suffered.

i. Grooming.

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Post-Abuse Functioning to Age 18: MAXIMUM 15 POINTS

3. Post-abuse functioning (to age 18):

a. School behavior problems.

b. School academic problems.

c. Getting into legal trouble.

d. Loss of faith.

e. Damage to family relationships.

f. Mental health symptoms:

i. Depression.

ii. Suicide attempt or ideation.

iii. Anxiety.

iv. Substance abuse.

v. Sexual acting out/physically acting out.

vi. Runaway.

vii. Flashbacks.

viii. Nightmares.

Long Term Impact: MAXIMUM: 15 POINTS

4. Adult & Current Functioning

a. Mental health symptoms - see above list.

b. Criminal record.

c. Underemployment/unemployment.

d. Relationship problems.

e. Substance abuse.

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Assessment of Global Severity of Impact/Suffering: MAXIMUM: 10 POINTS

5. The ACR shall rate the comparative severity of impact/suffering of all Tort Claimants in these Cases. That is, compared to other Tort Claimants (except Adult Tort Claimants), the ACR will consider how much this individual suffered as a result of the Abuse:

a. Compared to other Tort Claimants (except Adult Tort Claimants), the ACR will consider the overall seriousness of the Abuse; and

b. Compared to other Tort Claimants (except Adult Tort Claimants), the ACR will consider the overall negative impact of the Abuse.

4.6 Monetary Distribution: The ACR will arrive at a point total for each Tort Claimant taking into account the factors and guidelines in Section 4.5, above, and assigning a point total for each Tort Claimant. The value of an individual “point” will be determined after all Tort Claimants have been evaluated by dividing the total amount of dollars in the Trust subaccount established for such Tort Claimants (net of reserves) by the total number of points for all Tort Claimants entitled to payment from that subaccount. By way of example, if there are 100 Tort Claimants awarded a total of 5,000 points, with a total net subaccount balance of $1 million, each point would be valued at $200.

4.7. Determinations by the ACR and Requests for Reconsideration and Appeal: The ACR shall notify the Trustee in writing (including via email) of the points awarded to the each Tort Claimant. The Trustee shall send (via email or First Class Mail) this determination to the Tort Claimant or the Tort Claimant’s attorney. The ACR’s determination shall be final unless the Tort Claimant makes a timely request for the point award to be reconsidered by the ACR. The Tort Claimant shall not have a right to any other appeal of the ACR’s point award. The Tort Claimant may request reconsideration of the ACR’s point award by delivering a written request for reconsideration to the ACR within 14 calendar days after the date of mailing of the monetary distribution notice. The Tort Claimant, with the request for reconsideration, may submit additional evidence and argument in support of such request provided the Tort Claimant provides an adequate explanation for the failure to provide the information by prior deadlines. The ACR shall have sole discretion to determine how to proceed with the request for reconsideration and ultimately may increase, decrease or leave intact the Tort Claimant’s initial monetary distribution determination. The ACR’s determination of such request for reconsideration shall be final and not subject to any further appeal. The ACR shall maintain an accounting of the costs/expenses incurred for each separate reconsideration request and the costs/expenses related to a specific request shall be borne by the Tort Claimant making the request, which may be deducted from his/her Monetary Distribution; provided, however, that if and to the extent any Tort Claimant’s award is not sufficient to pay for the cost of the ACR’s review, then such Tort Claimant must advance the costs and expenses for such review at the time such Tort Claimant submits his or her request for reconsideration.

4.8 Confidentiality: All information that the Settlement Trustee and/or the ACR receives from any source about any Tort Claimant shall be held strictly confidential and shall not be disclosed.

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V. General Guidelines

5.1 Non-Compensatory Damages and Other Theories of Liability: In determining the value of any Tort Claim, punitive damages and damages that do not compensate the Tort claimant, shall not be considered or allowed, even if these damages could have been allowed in a case or at trial.

5.2 Award for Personal Injury: Any award to a Tort Claimant pursuant to this Allocation Protocol shall be on account of a personal injury to the Tort Claimant.

5.3 Res Judicata Effect: The ACR's determination with respect to a Tort Claim shall have no preclusive or res judicata effect outside of these Cases as to any third party. That is, the ACR's determination may not be used against any Tort Claimant in any other case or proceeding.

5.4 Costs of Administration: All costs of administration associated with the matters discussed in the Allocation Protocol, whether incurred by the Trustee or the ACR, shall be an expense of the Trust subaccount established for the payment of the Tort Claimants on whose behalf the costs were incurred.

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PLAN EXHIBIT 7 TORT CLAIM B ALLOCATION PROTOCOL

EXHIBIT_7

ALLOCATION PROTOCOL FOR CLASS 13 -TORT CLAIMS B

I. Abuse Claim Reviewer

The Honorable (Retired) William L. Bettinelli shall have the title, responsibility and authority of “Abuse Claims Reviewer” (hereinafter “ACR”) under the terms of this Allocation Protocol. The ACR shall conduct a review of each Tort Claim B and make individual point allocations according to the guidelines set forth in sections 4.5 and 4.6 below. The ACR shall have the authority to employ qualified assistants and consultants as he/she deems appropriate. The Trustee shall make individual monetary distributions to Tort Claimants pursuant to the terms of this Allocation Protocol and the Plan based on the ACR’s point award. The ACR's point award as to each claimant shall be final, subject only to reconsideration as set forth in section 4.7 below.

II. Definitions

2.1 Capitalized Terms. Capitalized terms used in this Allocation Protocol shall have the meanings given to them in the Plan, the Trust Agreement or the Bankruptcy Code, unless otherwise defined herein, and such definitions are incorporated in this Allocation Protocol by reference.

“Adult Tort Claim” means a Tort Claim to the extent that the Abuse occurred on or after the date that such Tort Claimant became eighteen (18) years of age.

“Applicable Perpetrator” means a person who was any cleric, employee, volunteer, agent, contractor or other Entity associated with the Debtor, the Diocese, any Parish or any affiliated or related Entity within the territory of the Diocese at the time such person committed an act of Abuse.

“Documentary Information” means any writing or recorded information regarding a Tort Claim.

“Plan” means and refers to the Debtors’ Plan of Reorganization as confirmed and as the same may be amended or modified.

“Tort Claim” has the same meaning as in the Plan; provided, however, that as used herein such term refers only to a Class 13 Tort Claim and not any other claim, including an unknown Tort Claim.

“Tort Claimant” has the same meaning as in the Plain; provided, however, that as used herein such term refers only to a holder of a Class 13 Tort Claim and any other claim.

III. Purpose

3.1 Purpose: The purpose of this Allocation Protocol is to provide for the just, fair and reasonable distribution of settlement funds to Tort Claimants.

DOCS_LA:300219.2

3.2 Sole and Exclusive Method: This Allocation Protocol shall be the sole and exclusive method by which Tort Claimants may receive a distribution on account of their Claims.

3.3 Interpretation: The terms of the Plan shall prevail if there is any discrepancy between the terms of the Plan and the terms of this Allocation Protocol.

3.4 Disclosure of Tort Claims Receiving Distributions: Upon written request from any Tort Claimant, the Trustee shall provide a list of all Tort Claimants (by Proof of Claim number) who receive a distribution pursuant to the Plan.

3.5 Tort Claims A, Tort Claims B, Tort Claim C and Unknown Tort Claims Separately Allocated: There are separate Allocation Protocols for Tort Claims A, Tort Claims B, and Unknown Tort Claims and the allocation for the Tort Claim C is set forth in the Plan. This Allocation Protocol applies to the Tort Claims as defined herein and identified in this Allocation Protocol’s title.

IV. Procedure for Allocation Protocol

4.1 Monetary Distribution on Account of Tort Claim: The ACR shall evaluate each Tort Claim and shall determine the number of points, if any, which should be allocated to each Tort Claimant under the guidelines set forth in section 4.5 below.

4.2 Additional Information Regarding Tort Claim: The ACR shall provide each Tort Claimant thirty days’ notice of the opportunity for an interview and to provide Documentary Information to the ACR (the “Submission Deadline”); provided, however, that the ACR may grant extensions of time for good cause shown upon written application (including via email) before the Submission Deadline; provided further, however, that any Tort Claimant may agree to an earlier deadline to submit any Documentary Information. Unless the ACR requests Documentary Information, the failure to submit any Documentary Information shall not be grounds for denial or reduction of the Tort Claimant’s allocation. A failure to respond to the ACR’s request for Documentary Information may be grounds for denial or reduction of the Tort Claimant’s allocation

Each Tort Claimant will have the opportunity for an interview with the ACR upon written request to the ACR by the Submission Deadline. Nothing herein shall be construed to prejudice a Tort Claimant who does not request an interview. The interview may be conducted in person, by telephone, by internet teleconferencing or other means reasonably approved by the ACR; however, the interviews will be conducted in person only when the ACR determines, in his or her sole discretion, that an in person interview is reasonably feasible. Tort Claimants requesting an interview shall pay, in advance, the reasonable fees and expenses of the ACR incurred in conducting such interview.

The ACR shall consider all of the facts and evidence presented by the Tort Claimant. However, it is recognized that many Tort Claimants may not have documents such as medical or counseling records. The ACR shall not distinguish between documentary evidence, written submissions, and oral evidence in terms of weight or value in making her/his findings. One is not necessarily more or less valuable than the other. The presence or absence of any documents, written submissions and/or oral evidence shall not, alone, advantage or disadvantage any Tort Claimant if the information presented is otherwise reliable and credible.

DOCS_LA:300219.2

4.3 Information from Abuse Claimant and/or Other Parties. Any Tort Claimant shall have the right to provide additional information to the ACR supporting, but not in opposition to, any other Tort Claim subject to the Allocation Protocol. Any such information shall be provided to the ACR by the Submission Deadline.

4.4 Deceased Abuse Claimant: Tort Claimant shall include the estate of the deceased Tort Claimant, or the personal executor, or personal representative of the estate of a deceased Tort Claimant. The ACR shall not consider the impact of any applicable state law that impairs the Tort Claim of a deceased Tort Claimant on account of the Tort Claimant’s demise.

4.5 Guidelines for Use of Protocol:

a. Initial-Evaluation:

Before determining a Tort Claimant’s point award, the ACR shall consider the degree to which each Tort Claimant has proven by a preponderance of the evidence that such Tort Claimant’s Abuse was perpetrated by an Applicable Perpetrator.

The ACR should consider the coherence, credibility and consistency of each Tort Claimant's accounts of the abuse and should consider any and all evidence that may enhance or diminish the reliability of such claims.

b. Nature, severity, and impact of the Abuse.

Each Tort Claimant will be evaluated by the ACR and scored according to the following system. If a Tort Claimant does not have an interview or does not provide additional Documentary Information, then the ACR will allocate points according to the same factors based on the Tort Claimant’s filed proof of claim to extent the ACR deems such proof of claim reliable and probative. Scores are based on the ACR completing a summary sheet of the point award reflecting information obtained from the filed proof of claim and, if applicable, an interview, Documentary Information or other sources.

c. No Award for Non-Sexual Abuse.

The ACR shall allocate points only for Tort Claims that are based on Abuse. Zero (0) points shall be allocated for any Tort Claim based on any act or omission that is not Abuse.

d. Considerations for Allocation.

The ACR’s summary sheet shall reflect the Tort Claimant’s point award based on the following factors (examples of the factors are non-exclusive):

Pre-existing Risk and Resiliency Factors: MAXIMUM: 20 POINTS

1. Risk and resiliency factors are aspects of life known to negatively impact life and to exacerbate the negative impact of experience such as sexual abuse: a. Childhood of poverty.

DOCS_LA:300219.2

b. Parental divorce or death of a parent.

c. Exposure to substance abuse in home.

d. Absence of parent(s).

e. Being victim of or witnessing domestic violence or prior abuse.

f. Age at the time of abuse.

Nature of the Abuse: MAXIMUM 40 POINTS

2. Nature of the abuse considers:

a. Duration.

b. Frequency/number of instances.

c. Degree intrusive into child’s body (e.g. clothed/unclothed, oral, anal, vaginal).

d. Level of force/violence/coercion/threats.

e. Child/family was Catholic.

f. Control of environment (e.g. trip under supervision of Applicable Perpetrator, day school, Sunday school, or employment relationship of the Applicable Perpetrator).

g. More than one Applicable Perpetrator.

h. Physical pain suffered.

i. Grooming.

Post-Abuse Functioning to Age 18: MAXIMUM 15 POINTS

3. Post-abuse functioning (to age 18):

a. School behavior problems.

b. School academic problems.

c. Getting into legal trouble.

d. Loss of faith.

e. Damage to family relationships.

DOCS_LA:300219.2

f. Mental health symptoms:

i. Depression.

ii. Suicide attempt or ideation.

iii. Anxiety.

iv. Substance abuse.

v. Sexual acting out/physically acting out.

vi. Runaway.

vii. Flashbacks.

viii. Nightmares.

Long Term Impact: MAXIMUM: 15 POINTS

4. Adult & Current Functioning

a. Mental health symptoms - see above list.

b. Criminal record.

c. Underemployment/unemployment.

d. Relationship problems.

e. Substance abuse.

Assessment of Global Severity of Impact/Suffering: MAXIMUM: 10 POINTS

5. The ACR shall rate the comparative severity of impact/suffering of all Tort Claimants in these Cases. That is, compared to other Tort Claimants, the ACR will consider how much this individual suffered as a result of the Abuse:

a. Compared to other Tort Claimants, the ACR will consider the overall seriousness of the Abuse; and

b. Compared to other Tort Claimants, the ACR will consider the overall negative impact of the Abuse.

4.6 Monetary Distribution: The ACR will arrive at a point total for each Tort Claimant taking into account the factors and guidelines in Section 4.5, above, and assigning a point total

DOCS_LA:300219.2

for each Tort Claimant. The value of an individual “point” will be determined after all Tort Claimants have been evaluated by dividing the total amount of dollars in the Trust subaccount established for such Tort Claimants (net of reserves) by the total number of points for all Tort Claimants entitled to payment from that subaccount. By way of example, if there are 100 Tort Claimants awarded a total of 5,000 points, with a total net subaccount balance of $1 million, each point would be valued at $200.

4.7. Determinations by the ACR and Requests for Reconsideration and Appeal: The ACR shall notify the Trustee in writing (including via email) of the points awarded to the each Tort Claimant. The Trustee shall send (via email or First Class Mail) this determination to the Tort Claimant or the Tort Claimant’s attorney. The ACR’s determination shall be final unless the Tort Claimant makes a timely request for the point award to be reconsidered by the ACR. The Tort Claimant shall not have a right to any other appeal of the ACR’s point award. The Tort Claimant may request reconsideration of the ACR’s point award by delivering a written request for reconsideration to the ACR within 14 calendar days after the date of mailing of the monetary distribution notice. The Tort Claimant, with the request for reconsideration, may submit additional evidence and argument in support of such request provided the Tort Claimant provides an adequate explanation for the failure to provide the information by prior deadlines. The ACR shall have sole discretion to determine how to proceed with the request for reconsideration and ultimately may increase, decrease or leave intact the Tort Claimant’s initial monetary distribution determination. The ACR’s determination of such request for reconsideration shall be final and not subject to any further appeal. The ACR shall maintain an accounting of the costs/expenses incurred for each separate reconsideration request and the costs/expenses related to a specific request shall be borne by the Tort Claimant making the request, which may be deducted from his/her Monetary Distribution; provided, however, that if and to the extent any Tort Claimant’s award is not sufficient to pay for the cost of the ACR’s review, then such Tort Claimant must advance the costs and expenses for such review at the time such Tort Claimant submits his or her request for reconsideration.

4.8 Confidentiality: All information that the Settlement Trustee and/or the ACR receives from any source about any Tort Claimant shall be held strictly confidential and shall not be disclosed.

V. General Guidelines

5.1 Non-Compensatory Damages and Other Theories of Liability: In determining the value of any Tort Claim, punitive damages and damages that do not compensate the Tort claimant, shall not be considered or allowed, even if these damages could have been allowed in a case or at trial.

5.2 Award for Personal Injury: Any award to a Tort Claimant pursuant to this Allocation Protocol shall be on account of a personal injury to the Tort Claimant.

5.3 Res Judicata Effect: The ACR's determination with respect to a Tort Claim shall have no preclusive or res judicata effect outside of these Cases as to any third party. That is, the ACR's determination may not be used against any Tort Claimant in any other case or proceeding.

5.4 Costs of Administration: All costs of administration associated with the matters discussed in the Allocation Protocol, whether incurred by the Trustee or the ACR, shall be an expense of the Trust subaccount established for the payment of the Tort Claimants on whose behalf the costs were incurred.

DOCS_LA:300219.2 PLAN EXHIBIT 8

TRUST AGREEMENT

TRUST AGREEMENT UNDER THE CHAPTER 11 PLAN FOR THE ROMAN CATHOLIC BISHOP OF STOCKTON, A CALIFORNIA CORPORATION SOLE

This Trust Agreement (“Trust Agreement”) is effective as of the Effective Date of the Debtor’s Plan of Reorganization Dated September 20, 2016 (together with any and all amendments thereto, all exhibits and schedules thereto and all documents incorporated by reference therein, as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions thereof, collectively, the “Plan”) in The Roman Catholic Bishop of Stockton, a California corporation sole, Case No. 14-20371-C-11.

This Trust Agreement is entered into pursuant to the Plan1.

RECITALS

A. On the Petition Date, The Roman Catholic Bishop of Stockton, a California corporation sole, (the “Debtor”) filed voluntary petitions under Chapter 11 of the Bankruptcy Code. The Debtor continued in possession of its property and has continued to operate and manage its business as Debtor in possession pursuant to sections 1107(a) and 1108 of Title 11 of the United States Code (the “Bankruptcy Code”).

B. On _____, 2016, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”) [Docket Nos. 667 (Plan) and ___ (Confirmation Order)]. The Plan and the Confirmation Order are incorporated into this Trust Agreement by this reference.

C. The Plan provides for the creation of the Trust and the transfer and assignment to the Trust of the Trust Assets.

D. The Trust is established for the benefit of the Beneficiaries (as defined in section 1.2.2 hereof) and is intended to qualify as a qualified settlement fund within the meaning of section 468B of the Internal Revenue Code of 1986, as amended, and the Treasury Regulation promulgated pursuant thereto and codified at 26 C.F.R. sections 1.468B-1 through 1.468B-5.

E. Pursuant to the Plan and the Confirmation Order, Omni Management Acquisition Corp. (the “Trustee”) was duly appointed as a representative of the Estate pursuant to sections 1123(a)(5), (a)(7), and (b)(3)(B) of the Bankruptcy Code.

F. The Trustee has a list setting forth the Holders (as defined in section 1.2.3 hereof) of Claims filed and/or scheduled that are classified in Classes 12, 13, 14 and 15 of the Plan.

NOW, THEREFORE, pursuant to the Plan and the Confirmation Order, in consideration of the premises and the provisions in the Plan, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and affirmed, the

1 All capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan.

PLAN EXHIBIT 8 – TRUST AGREEMENT

Trustee agrees as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. Unless otherwise stated herein, capitalized terms used in this Trust Agreement shall have the meanings assigned to them in the Plan and the Allocation Protocols. Terms defined in the Bankruptcy Code, and not otherwise specifically defined in the Plan or herein, when used herein, have the meanings attributed to them in the Bankruptcy Code.

1.2 Additional Defined Terms. As used herein, the following terms shall have the meanings set forth below, unless the context otherwise requires:

1.2.1 “Trust Agreement” shall have the meaning set forth in the introductory paragraph hereof.

1.2.2 “Beneficiary” means the Class 12, 13, 14, and 15 Tort Claimants whose Claims are payable under the Plan and any applicable Allocation Protocol, and their Qualified Counsel.

1.2.3 “Holder” means, depending on the context, any Person holding a Claim in the Reorganization Case, or any Person holding the Interest of a Beneficiary.

1.2.4 “Reserve or Trust Subaccounts” means the Reserves and Trust Subaccounts established by the Trustee pursuant to this Trust Agreement and the Plan.

ARTICLE II

NAME OF THE TRUST

2.1 The trust created by this Trust Agreement shall be known as the “Stockton Diocese Plan Trust” and referred to herein as the “Trust.”

ARTICLE III

APPOINTMENT AND ACCEPTANCE OF TRUSTEE

3.1 Omni Management Acquisition Corp. hereby accepts the trusteeship of the Trust created by this Trust Agreement and the grant, assignment, transfer, conveyance and delivery of assets to the Trust, subject to the terms and conditions set forth in the Plan, the Confirmation Order and this Trust Agreement. The Trustee is independent of the Debtor and each Beneficiary and each Holder. The Trustee shall have all the rights, powers and duties set forth in the Plan, the terms of which are incorporated into this Trust Agreement as if set forth in full herein, this Trust Agreement and available under applicable law for accomplishing the purposes of the Trust. The Trustee’s powers are exercisable solely in a fiduciary capacity consistent with, and in

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furtherance of, the purpose of the Trust and the terms of the Plan and the Confirmation Order applicable to the Trust and not otherwise, and in accordance with applicable law. The Trustee and the Trust shall be subject to the terms of the Plan and the Confirmation Order. The Trustee shall have the authority to bind the Trust within the limitations set forth herein, but shall for all purposes hereunder be acting in the capacity as Trustee, and not individually. By execution of this Trust Agreement, the Trustee does hereby agree and consent to act as Trustee hereunder.

ARTICLE IV

DECLARATION AND ESTABLISHMENT OF THE TRUST

4.1 Pursuant to the Plan and the Confirmation Order, the Trust is created and the Debtor irrevocably transfers, absolutely grants, assigns, conveys, sets over, and delivers to the Trustee, and at such times as is set forth in the Plan, all of its right, title and interest in and to the Trust Assets to be held in trust and for the uses and purposes stated herein and in the Plan. The Trustee hereby agrees to accept and hold the Trust Assets in trust for the Beneficiaries subject to the terms of the Plan and this Trust Agreement and, on behalf of the Trust. The Trustee is hereby authorized to file with the governmental authorities any documents necessary or helpful to establish the Trust.

ARTICLE V

CORPUS OF THE TRUST

5.1 The assets of the Trust (the “Trust Assets”) shall include all property transferred or assigned to the Trust pursuant to the Plan including:

5.1.1 All sums transferred or assigned to the Trust pursuant to the Plan or future orders of the Bankruptcy Court;

5.1.2 All sums, rights, interests and similar things of every kind, nature and description transferred or assigned to the Trust pursuant to the Plan or future orders of the Bankruptcy Court or otherwise belonging to the Trust;

5.1.3 Cash required to be transferred from the Plan Implementation Account to the Trust as set forth in the Plan;

5.1.4 The Unknown Tort Claims Fund Note;

5.1.5 The non-monetary assets to be transferred to the Trust or Trustee pursuant to the Plan; and

5.1.6 All income and sale proceeds derived from any of the above Trust Assets.

5.2 From and after the Effective Date of the Plan, pursuant to, and at such times set forth in the Plan, title to and all rights and interests in the Trust Assets shall be transferred to the Trust free and clear of all Interests of any kind in such property of any other Person (including all

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Interests of creditors of or Holders of Claims against or Interests in the Debtor) in accordance with sections 1123, 1141 and 1146(a) of the Bankruptcy Code, except as otherwise expressly provided for in the Plan. The Trustee, on behalf of the Trust, shall receive the Trust Assets when they are transferred to the Trust.

5.3 Upon the transfer of the Trust Assets, the Trustee succeeds to all of the Debtor’s and the Estate’s right, title and interest in, and obligations with respect to, the Trust Assets and the Debtor and the Estate will have no further right or interest in, or obligations with respect to, the Trust Assets or this Trust, except as provided herein, in the Plan or the Confirmation Order.

5.4 The only anticipated sources of funds for the Trust are (1) $14,250,000 from the Plan Implementation Account and (2) the Unknown Tort Claims Fund Note. Although other possible sources of funds for the Trust are recoveries on Claims of the Debtor as to Tort Claims and Tort Claimants, including against Non-Settling Insurers, and although such assets may be used by the Trust for defensive purposes, there is no expectation that funds will be collected as to such other possible sources, and the Trustee has no obligation to pursue collection from such possible sources.

ARTICLE VI

PURPOSE OF THE TRUST

6.1 On the Effective Date, and subject to the terms of the Plan, the Trust will assume all of the rights and duties of the Trust contemplated by the Plan and the Confirmation Order. Nothing contained in this Trust Agreement is intended to affect, diminish or impair the Tort Claimants’ rights under the Plan against Co-Defendants.

6.2 The Trust will assume responsibility for: (a) establishing the respective Reserve or Trust Subaccounts with respect to the Trust; (b) making payments to the Holders of payable Class 12, 13, 14, and 15 Claims that become payable under the Plan, the Allocation Protocols, and Trust Agreement; (c) receiving, collecting, liquidating, maintaining and distributing the Trust Assets; and (d) fulfilling all other obligations under the Trust Agreement. The Trust will be administered consistent with the liquidating purpose of the Trust, and with no objective to continue or to engage in the conduct of a trade or business, except to the extent reasonably necessary to preserve the liquidation value of the Trust Assets (including any prosecution of litigation), or as otherwise provided in the Plan.

6.3 This Trust Agreement sets forth the terms of the Trust contemplated by the Plan. In the event of any inconsistency between the Plan and this Trust Agreement, the provisions of the Plan shall govern.

6.4 No Beneficiary shall have any interest in any Reserve or Trust Subaccount established by the Trustee pursuant to the Plan and the Trust Agreement other than any Reserve or Trust Subaccount established for the payment of such Beneficiary’s Claim. No other creditors has any right, title or interest in the Trust Assets.

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ARTICLE VII

IRREVOCABILITY OF THE TRUST

7.1 The Trust shall be irrevocable. The Reorganized Debtor shall not alter, amend, revoke, or terminate the Trust. The Reorganized Debtor shall have no power or authority to direct the Trustee to return any of the Trust Assets to the Debtor.

ARTICLE VIII

DISSOLUTION AND TERMINATION OF THE TRUST

8.1 The Trust shall become effective as of the Effective Date and shall remain and continue in full force and effect until entry of a Final Order of the Bankruptcy Court upon motion of the Trustee terminating the Trust. The Bankruptcy Court may order dissolution of the Trust or may order that the Trustee undertake such further actions as the Bankruptcy Court deems necessary and appropriate to carry out the provisions of the Plan and the Trust Agreement. Upon entry of an order by the Bankruptcy Court authorizing dissolution of the Trust, the Trustee will promptly proceed to wind up the affairs of the Trust. In the event a final decree has been entered in the Reorganizations Case, and the Reorganization Case has been closed prior to the Trustee’s request to terminate and/or dissolve the Trust, the Reorganization Case need not be reopened in order for the Bankruptcy Court to grant the relief requested by the Trustee to terminate or dissolve the Trust.

8.2 After the dissolution of the Trust and solely for the purpose of liquidating and winding up its affairs, the Trustee shall continue to act in such capacity until its duties hereunder have been fully performed. The Trustee shall retain the books, records and files that shall have been delivered to or created by the Trustee until distribution of all the Trust’s assets. At the Trustee’s discretion, all of such records and documents may be destroyed at any time following the later of (x) the first anniversary of the final distribution of the Trust Assets, and (y) the date until which the Trustee is required by applicable law to retain such records and documents; provided that notwithstanding the foregoing the Trustee shall not destroy or discard any records or documents relating to the Trust without giving parties that have an interest therein reasonable prior written notice thereof.

8.3 Upon termination of the Trust, and provided that all fees and expenses of the Trust have been paid or provided for in full, the Trustee will deliver all funds and other investments remaining in the Trust, if any, including any investment earnings thereon, to a charity supporting survivors of childhood sexual abuse as set forth in the Confirmation Order; provided that such funds and investments shall not exceed $10,000. For the avoidance of doubt, any such funds in excess of $10,000 shall be distributed to the Beneficiaries of the Trust.

8.4 The Final Order terminating the Trust shall provide, inter alia, for the discharge of the Trustee and its professionals and the Abuse Claims Reviewer, the exculpation of the Trustee, its professionals and the Abuse Claims Reviewer from liability, and the exoneration of the Trustee’s bond (except for acts or omissions resulting from the recklessness, gross

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negligence, willful misconduct, knowing and material violation of law, or fraud of the Trustee or his designated agents or Representatives).

ARTICLE IX

POWERS OF TRUSTEE

9.1 The Trustee is vested with all powers described in the Plan and necessary or appropriate to effectuate the purpose of the Trust and to carry out the duties of the Trustee as set forth in the Plan. However, any grant of power set forth in this Trust Agreement does not itself require or permit the exercise of that power, given that Trustee powers are subject to the Trustee’s fiduciary duties. These powers include, but are not limited to, the following:

9.1.1 Receipt, Control and Disposition of Trust Assets.

(a) The Trustee shall act as custodian of, receive, control, manage, liquidate, monetize and dispose of all Trust Assets for the benefit of the Beneficiaries as the Trustee deems appropriate to accomplish the purpose of the Trust, in accordance with the terms of this Trust Agreement, the Plan and the Confirmation Order;

(b) Pursuant to section 1146(a) of the Bankruptcy Code, the delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with this Trust, including any deeds, bills of sale or assignments executed in connection with any disposition of assets contemplated by the Plan, shall not be subject to any stamp tax, real estate transfer tax, excise tax, sales tax, use tax or other similar tax. This includes the sale of any of the properties by the Trust;

9.1.2 On fifteen (15) days’ written notice to the Trust’s Beneficiaries, the Trustee is empowered to abandon any property which it determines in its reasonable discretion to be of de minimis value or otherwise burdensome to the Trust, including any pending adversary proceeding or other legal action, provided that if any Person to whom such notice is given provides a written objection to the Trustee prior to the expiration of such fifteen (15) day period with respect to the proposed abandonment of such property, then such property may be abandoned only pursuant to a Final Order of the Bankruptcy Court after notice and opportunity for a hearing;

9.1.3 The Trustee is empowered to protect and enforce the rights to the Trust Assets by any method deemed appropriate including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium, or similar law and general principles of equity;

9.1.4 The Trustee is empowered to file or cause to be filed, if necessary, any and all tax and information returns, and any other statements or disclosures relating to the Trust that are required to be filed by any governmental unit with respect to the Trust, and withhold and pay taxes properly payable by the Trust, if any;

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9.1.5 The Trustee is empowered to open and maintain bank accounts on behalf of the Trust, deposit funds therein, and draw checks thereon, as appropriate under the Plan, the Confirmation Order and this Trust Agreement;

9.1.6 The Trustee is empowered to obtain all reasonably necessary insurance coverage with respect to any property that is or may in the future become Trust Assets;

9.1.7 The Trustee is empowered to incur on behalf of the Trust, and pay from the Trust Assets, all fees, costs and expenses described in the Plan. These fees, costs and expenses include those incurred by the Trustee in maintaining and administering the Trust, including (a) the fees of bankruptcy management companies, (b) the fees and costs of professional persons employed by the Trustee, such as investment advisors, accountants, agents, managers, attorneys and contract attorneys, actuaries, or auditors, (c) the fees and expenses of the Abuse Claims Reviewer, and (d) the premiums charged by insurers, including professional liability insurers, title insurers, and escrow agents;

9.1.8 The Trustee is empowered to pay Tort Claims pursuant to the terms of the Plan, including the Allocation Protocols; provided, however, that (other than a $100 payment for certain holders of Tort Claims B in accordance with the Plan) the Trustee shall not pay any Tort Claim unless and until the Tort Claimant to whom such payment is due has executed a written release and certification in the form provided for in the Ballot;

9.1.9 The Trustee shall provide copies of the releases and certifications executed by a Tort Claimant pursuant to the Ballot, the Plan or section 9.1.8 of this Trust Agreement above to the Reorganized Debtor, any Settling Insurer, or any Participating Party that requests them;

9.1.10 The Trustee is empowered to comply with instructions of a Tort Claimant to distribute funds from the Trust to a third party for the purposes of creating a structured settlement fund; however the Trustee and the Trust shall not be liable to the Tort Claimant if the purposes of a structured settlement fund are not accomplished;

9.1.11 The Trustee shall be entitled to rely on the authenticity of the signature of the Abuse Claims Reviewer, and the accuracy of the information set forth by the Abuse Claims Reviewer in the administration of the Allocation Protocols without any verification or confirmation;

9.1.12 The Trustee shall not have any duty to monitor the Debtor’s compliance as to its commitments in the Plan as to healing or reconciliation but the Trustee may, as a party in interest, seek enforcement of any such provisions of the Plan;

9.1.13 Except as restricted by applicable professional ethics rules such as the Rules of Professional Conduct, the Trustee is empowered to retain any attorney, contract attorney, accountant, investment advisor, bankruptcy management company, or such other agents and advisors as are necessary and appropriate (and shall be entitled to rely on advice given by such advisors within its areas of competence) to:

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(a) effectuate the purpose of the Trust and/or the Plan; and

(b) maintain and administer the Trust.

Nothing in the Plan, Plan Documents or any Trust Document restricts the Trustee’s ability to retain any Committee Professional;

9.1.14 The Trustee is empowered to make, sign, execute, acknowledge and deliver any documents that may be necessary or appropriate to effectuate the purpose of the Plan and/or the Trust or to maintain and administer the Trust;

9.1.15 Litigation or Other Proceedings.

(a) The Trustee shall be empowered to institute, conduct, defend (including the defense of Tort Claims), settle and compromise any litigation or other proceeding in any court or any administrative or regulatory forum in the name of the Trust if, in its sole discretion, it deems it so advisable to do so.

(b) The Trustee may seek the examination of any Person under, and subject to, the provisions of the Bankruptcy Rules, including Bankruptcy Rule 2004;

9.1.16 The Trustee is empowered to comply with all requirements imposed by applicable law, rule, or regulation.

9.1.17 The Trustee may file a motion with the Bankruptcy Court, with notice to the Reorganized Debtor and the parties in interest, for a modification of the provisions of this Trust Agreement if the Trustee determines that such modifications are necessary to conform to legal and/or administrative requirements and to the purposes of the Trust.

9.1.18 Special Distribution Conditions.

As set forth in the Plan, the Trustee shall obtain prior to remittance of funds to Tort Claimant’s counsel or to a Tort Claimant, if pro se, in respect of any Tort Claim, a certification from the Tort Claimant to be paid from the Trust that said Tort Claimant has or will provide any information necessary to comply with reporting obligations arising under the MSPA or MMSEA, and has or will provide for the payment and/or resolution of any obligations owing or potentially owing under the MSPA relating to such Tort Claim or distribution from the Trust; otherwise the Trustee shall withhold from any payment directly or indirectly to the Tort Claimant (not for the benefit of such Tort Claimant) funds sufficient to assure that any obligations owing or potentially owing under the MSPA relating to such Tort Claim are paid;

9.1.19 The Trustee is empowered to use the Trust Assets for payment of indemnity and expenses relating to reimbursing the United States government or its contractors for reimbursement obligations for conditional payments made pursuant to the MSPA applicable to any given Medicare beneficiary and to such Medicare beneficiaries and Tort Claimants; however, the Trustee is not required to create any Reserve for such payment;

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9.1.20 Distributions May Be Delayed to Wind Up Affairs of the Trust.

Upon any event terminating the Trust, the right to distributions shall vest immediately, but the Trustee may defer distribution of property from the Trust for a reasonable time needed to wind up the affairs of the Trust, including time needed to provide for payment of debts and taxes;

9.1.21 Tax Returns.

(a) The Trustee shall cause the timely preparation, distribution and/or filing of any necessary tax returns and other documents or filings as required by applicable law and pay any taxes shown as due thereon and which are payable by the Trust by virtue of its existence and operations. Each Beneficiary shall be responsible for the payment of any tax due on its own items of income, gain, loss, deduction or credit, if any.

(b) The Trustee shall pay out of the Trust Assets, any taxes imposed on the Trust or the Trust Assets.

(c) The Trustee may request an expedited determination of any unpaid tax liability of the Trust under section 505(b) of the Bankruptcy Code prior to termination of the Trust, and shall represent the interest and account of the Trust before any taxing authority in all matters, including, but not limited to, any action, suit, proceeding, or audit.

9.1.22 Investments.

The Trustee shall comply with section 345 of the Bankruptcy Code with regard to the investment of Trust Assets. The Trustee is relieved of any obligation to diversify.

9.1.23 Trust Division.

(a) The Trustee is authorized to and shall segregate the monetary Trust Assets into separate subaccounts, funds or reserves, as required by the Plan, for ease of administration, or for any tax election or allocation. Any segregation shall be made according to the fair market value of the Trust Assets at the time of segregation; the appreciation or depreciation of the property allocated to each account or fund, including cash, shall be fairly representative of the appreciation or depreciation to the date of each segregation of all property available for allocation; and the segregation shall otherwise be in accordance with applicable tax law. Nothing in this provision shall restrict the Trustee’s authority to pool such accounts or funds for investment purposes or require separate bank accounts for such accounts or funds.

(b) Pursuant to and in accordance with the Plan, the Trustee may establish accounts, funds or reserves for: (1) Tort Claims; (2) Unknown Tort Claims; and (3) fees, costs and expenses payable to or on behalf of the Trust’s professionals, the Trustee, and the Abuse Claims Reviewer.

(c) The Trustee may establish additional Reserve or Trust Subaccounts as the Trustee determines are appropriate and may fund such additional Reserve or Trust

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Subaccounts pursuant to the Plan and the Trust Agreement. If, at any time, the Trustee determines that any Reserve or Trust Subaccount is not reasonably likely to be adequate to satisfy its purposes, then, the Trustee may increase the amount previously reserved.

If at any time, the Trustee determines that the value of a Reserve or Trust Subaccount is greater or lesser than the amount that is reasonably likely to satisfy the purpose for which the assets of the Reserve or Trust Subaccount have been reserved, the Trustee may release the excess amounts from such Reserve or Trust Subaccount or increase the amounts reserved and the amounts released would be deposited in any other Reserve or Trust Subaccount or become distributable to the Tort Claimants.

9.2 Limitations on the Trustee.

9.2.1 Notwithstanding anything in this Trust Agreement to the contrary, the Trustee shall not do or undertake any of the following:

(a) guaranty any debt;

(b) loan Trust Assets;

(c) transfer Trust Assets to another trust with respect to which the Trustee serves as trustee;

(d) make any transfer or distribution of Trust Assets, other than those authorized under the Plan, the Confirmation Order or this Trust Agreement.

9.2.2 The Trust shall not hold 50% or more of the stock (in either vote or value) of any Person that is treated as a corporation for federal income tax purposes, nor hold any partnership interest in any Person that is treated as a partnership for federal income tax purposes, unless such stock or partnership interest was obtained involuntarily or as a matter of practical economic necessity, including through foreclosure of security interests and execution of judgments, in order to preserve the value of the Trust Assets; provided, however, the Trust shall not hold more than 4.9% of the issued and outstanding securities of any public reporting company.

9.2.3 The Trustee shall be responsible for only that property delivered to it, and shall have no duty to make, nor incur any liability for failing to make, any search for unknown property or for any liabilities.

9.2.4 Perpetuities.

(a) Notwithstanding any other provisions of this Trust Agreement, each trust hereby created, if not previously terminated under other provisions of this Trust Agreement, shall in any event terminate upon thirty five (35) years after the date of this Trust Agreement. Upon such termination, all the assets thereof shall be distributed pursuant to the Allocation Protocols.

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9.2.5 Anti-Assignment Clause.

(a) To the fullest extent permitted by law, neither the principal nor income of the Trust, in whole or part, shall be subject to claims of creditors of any Beneficiary or others, nor to legal process, nor be voluntarily or involuntarily assigned, alienated or encumbered except as may be ordered by the Bankruptcy Court.

ARTICLE X

IMMUNITY AND INDEMNIFICATION OF TRUSTEE

10.1 Neither the Trustee nor any of its duly designated agents or Representatives or professionals nor the Abuse Claims Reviewer shall be liable for any act or omission taken or omitted to be taken in good faith, other than acts or omissions resulting from the recklessness, gross negligence, willful misconduct, knowing and material violation of law, or fraud of the Trustee, or its designated agents or Representatives or the Abuse Claims Reviewer. The foregoing Persons may, in connection with the performance of their functions, and in their sole and absolute discretion, consult with their attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such Persons. Notwithstanding such authority, they shall be under no obligation to consult with attorneys, accountants, financial advisors or agents, and such a Person’s good faith determination to not do so shall not result in the imposition of liability on such Person unless such determination is based on such Person’s recklessness, gross negligence, willful misconduct, knowing and material violation of law, or fraud.

10.2 The Trust shall defend, indemnify and hold the Trustee harmless from and against any and all uninsured claims, liabilities, costs, damages or expenses arising from any contract, obligation or liability made or incurred by the Trustee provided that the Trustee meets the standards of conduct set forth in section 10.1. Nothing in this section shall be construed or interpreted to limit in any way the protections and immunities, if any, afforded to the Trustee pursuant to federal and/or state statutory and common law. Notwithstanding the foregoing, this indemnification, obligation of defense and covenant to hold harmless shall not apply to any liability arising from a criminal proceeding where the Trustee had reasonable cause to believe that the conduct in question was unlawful.

10.3 The Trust shall defend, indemnify and hold the Trustee’s professionals harmless from and against any and all uninsured claims, liabilities, costs, damages or expenses arising from services rendered to the Trustee provided that the Trustee’s professionals meet the standards of conduct set forth in section 10.1.

10.4 No recourse shall ever be had, directly or indirectly, against the Trustee or Abuse Claims Reviewer personally, or against any employee, contractor, agent, attorney, accountant or other professional retained in accordance with the terms of this Trust Agreement or the Plan by the Trustee, by legal or equitable proceedings or by virtue of any statute or otherwise, nor upon any promise, contract, instrument, undertaking, obligation, covenant or Trust Agreement whatsoever executed by the Trustee in implementation of this Trust Agreement or the Plan, or by

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reason of the creation of any indebtedness by the Trustee under the Plan for any purpose authorized by this Trust Agreement or the Plan, it being expressly understood and agreed that all such liabilities, covenants, and Trust Agreements of the Trust whether in writing or otherwise, shall be enforceable only against and be satisfied only out of the Trust Assets or such part thereof as shall under the term of any such Trust Agreement be liable therefore or shall be evidence only of a right of payment out of the Trust Assets. Notwithstanding the foregoing, the Trustee and Abuse Claims Reviewer each may be held liable for their recklessness, gross negligence, willful misconduct, knowing and material violation of law, or fraud; and if liability on such grounds is established, recourse may be had against (a) any bond or applicable insurance coverage, and, (b) to the extent not covered by such bond, directly against the liable person.

10.5 Medicare Secondary Payer Act.

10.5.1 Except as provided in the Plan and section 10.1, neither the Trust, the Trustee, nor the Trustee’s agents and professionals shall have any liability to any entity, including any governmental entity pursuant to the Medicare Secondary Payer Act or any state law statute that is substantially similar to the Medicare Secondary Payer Act.

ARTICLE XI

TRUSTEE COMPENSATION

11.1 The Trustee shall be entitled to receive as compensation from the monetary Trust Assets in such amounts as described in Exhibit A attached hereto and as the same may be amended from time to time during the term of this Trust Agreement. Such amendments to Exhibit A, if any, shall be filed with a notice setting forth the proposed compensation for the Trustee for subsequent period(s).

11.1.1 Any professional or any Person retained by the Trustee pursuant to the Plan will be entitled to reasonable compensation for services rendered at a rate reflecting actual time billed by such professional or Person on an hourly basis, at the standard billing rates in effect at the time of service, or such other rate or basis of compensation that is reasonable and agreed upon by the Trustee.

11.1.2 Any and all reasonable and necessary costs and expenses incurred by the Trustee and any professional or other Person retained by the Trustee, in performing its respective duties under this Trust Agreement, will be reimbursed by the Trust Assets.

11.1.3 The Trustee and each professional employed by the Trustee shall provide to the Trustee a statement setting forth its aggregate fees and expenses incurred in connection with the engagement not previously billed, together with reasonable documentation of such expenses (any such report, a “Fee and Expense Report”), and shall be entitled to receive payment of such fees and expenses ten (10) days after providing the Fee and Expense Report (the “Fee Notice Period”) to the Trustee. Notwithstanding the foregoing, if the Trustee objects to such Fee and Expense Report within the Fee Notice Period (which may be extended by the party seeking payment), the parties may seek to resolve such objection on a consensual basis. If the parties are

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unable to reach a consensual resolution, the Trustee (and each professional employed by the Trustee) shall be entitled to payment of the contested portion of its fees and/or expenses only pursuant to a Final Order of the Bankruptcy Court after notice and opportunity for a hearing, provided that the Trustee (and each professional employed by the Trustee) shall be entitled to payment of the uncontested portion, if any, of such fees and expenses upon expiration of the Fee Notice Period. The Fee and Expense Report may be redacted as required to protect all applicable privileges.

ARTICLE XII

SUCCESSOR TRUSTEES

12.1 Vacancy Caused by Trustee Resignation or Removal.

12.1.1 Trustee Resignation. The Trustee may resign at any time. The Trustee shall file its written resignation with the Bankruptcy Court. The resignation shall take effect within thirty (30) days of delivery of the notice of resignation. The Trustee shall, by the earliest date possible, deliver to the Trustee’s successor all of the Trust Assets which were in the possession of the Trustee along with a complete record and inventory of all such Trust Assets and otherwise comply with the terms and conditions set forth in section 12.1.3 below.

12.1.2 Trustee Removal. The Bankruptcy Court may remove a Trustee on a motion submitted by a Beneficiary following notice to parties in interest, including without limitation, Beneficiaries, the Trustee and the Debtor or the Reorganized Debtor. The standard for removal is good cause. The removal will take effect upon the date the Bankruptcy Court specifies. The Trustee shall, by the earliest date possible, deliver to the Trustee’s successor all of the Trust Assets which were in the possession of the Trustee along with a complete record and inventory of all such Trust Assets and otherwise comply with the terms and conditions set forth in section 12.1.3 below.

12.1.3 Impact on Trust. The death, resignation, or removal of the Trustee shall not operate to terminate the Trust created by this Trust Agreement or to revoke any existing agency (other than any agency of the Trustee as the Trustee) created pursuant to the terms of this Trust Agreement or invalidate any action taken by the Trustee, and the Trustee agrees that the provisions of this Trust Agreement shall be binding upon and inure to the benefit of the Trustee and the Trustee’s successors or assigns, as the case may be. In the event of the resignation or removal of the Trustee, in addition to preparation an interim report (containing unreported information to be included in annual reports pursuant to section 13.1 below through the effective date of the termination), the former Trustee promptly shall:

(a) execute and deliver by the effective date of resignation or removal such documents, instruments, and other writings as may be reasonably requested by the successor Trustee to effect the termination of the resigning or removed Trustee’s capacity under this Trust Agreement and the conveyance of the Trust Assets then held by the resigning or removed Trustee to the successor Trustee;

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(b) deliver to the successor Trustee all documents, instruments, records and other writings relating to the Trust Assets as may be in the possession or under the control of the resigning or removed Trustee; and

(c) otherwise assist and cooperate in effecting the assumption of the resigning or removed Trustee’s obligations and functions by the successor Trustee.

12.1.4 Power of Attorney. The resigning, removed or departed Trustee hereby irrevocably appoints the successor Trustee as its attorney-in-fact and agent with full power of substitution for it and its name, place and stead to do any and all acts that such resigning or removed Trustee is obligated to perform under this Trust Agreement. Such appointment shall not be affected by the subsequent disability or incompetence of the Trustee making such appointment. The Bankruptcy Court also may enter such orders as are necessary to effect the termination of the appointment of the Trustee and the appointment of the successor Trustee.

12.2 Appointment of Successor Trustee.

Any vacancy in the office of Trustee shall be filled by the nomination of a majority of the members of the Committee (notwithstanding the dissolution of the Committee on the Effective Date), subject to the approval of the Bankruptcy Court, after notice and a hearing. If at least two (2) of the current five members of the Committee do not participate in the nomination of a successor Trustee within thirty (30) days after the Trustee resigns or becomes unable to serve, the Bankruptcy Court shall designate a successor after notice to Beneficiaries and a hearing.

12.3 Acceptance of Appointment of Successor Trustee.

Any successor Trustee’s acceptance of appointment as a successor Trustee shall be in writing and shall be filed with the Bankruptcy Court. The acceptance shall become effective when filed with the Bankruptcy Court. The successor Trustee shall thereupon be considered a Trustee of the Trust without the necessity of any conveyance or instrument. Each successor Trustee shall have all of the rights, powers, duties, authority, and privileges set forth in this Trust Agreement subject to the terms of the Plan and the Confirmation Order as if initially named as a Trustee hereunder. Each successor Trustee shall be exempt from any liability related to the acts or omissions of the Trustee prior to the appointment of the successor Trustee.

12.4 Preservation of Record of Changes in Trustees.

A copy of each instrument of resignation, removal, appointment and acceptance of appointment shall be attached to an executed counterpart of this Trust Agreement.

ARTICLE XIII

INSTRUCTIONS TO TRUSTEE

In addition to the other duties set forth in the Plan or this Trust Agreement, the Trustee is hereby specifically directed to do the following:

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13.1 Annual Financial Reports.

In lieu of compliance with applicable law regarding the Trustee’s obligation to prepare accountings and/or reports, the Trustee shall prepare on behalf of the Trust an annual (as of each December 31 after the Effective Date) financial reports describing the then remaining Trust Assets and the manner in which the Trust Assets are then invested. The reports shall include an itemization of categories of expenses and corresponding amounts. The reports shall also include an estimate of the current market value of the invested Trust Assets and a description of the obligations, income and expenses of the Trust. The Trustee may, but shall not be required to, employ valuation experts. The reports shall include an itemized statement of all sums disbursed to Tort Claimants. The reports shall be prepared within forty-five (45) days of the close of the reporting period. Copies of the reports shall be available to Beneficiaries upon request. The reports shall be prepared on an accrual basis.

13.2 Additional Reporting to the Court.

The Trustee shall report to the Bankruptcy Court, by public disclosure on the Docket for the Reorganization Case with notice to the Reorganized Debtor, with respect to any matter arising from the administration of the Trust that the Trustee deems advisable to bring to the attention of the Bankruptcy Court. The Trustee shall report to the Bankruptcy Court, with respect to any matter arising from the administration of the Trust upon request of the Bankruptcy Court.

ARTICLE XIV

SECTION 468B SETTLEMENT FUND

14.1 Generally.

14.1.1 In accordance with the Plan, the Trustee will take all reasonable steps to ensure that the Trust will qualify as, and remain, a “qualified settlement fund” within the meaning of section 468B of the Internal Revenue Code of 1986, as amended (the “Tax Code”), and the Treasury Regulations promulgated pursuant thereto. Each Debtor is a “transferor” within the meaning of Treasury Regulation § 1.468B-1(d)(1). The Trustee shall be classified as the “administrator” within the meaning of Treasury Regulation § 1.468B-2(k)(3). Accordingly, if appropriate, the Trustee shall elect to apply settlement fund rules by filing a “Section 1.468B- 5(b)(2) Election.”

14.1.2 It is further intended that the transfers to the Trust will satisfy the “all events test” and the “economic performance” requirement of section 461(h)(1) of the Tax Code, and Treasury Regulation § 1.461-1(a)(2). As such, neither the Debtor nor the Reorganized Debtor shall be taxed on the income of the Trust. The Trust shall be taxed on its modified gross income, excluding the sums, or cash equivalents of things, transferred to it. In computing the Trust’s modified gross income, deductions shall be allowed for, among other things, administrative costs and other incidental deductible expenses incurred in connection with the operation of the Trust, including, without limitation, state and local taxes, and legal, accounting,

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and actuarial fees related to the operation of the Trust. All such computations of the Trust’s modified gross income, as well as any exclusions or deductions thereto, shall be compliant and consistent with Treasury Regulation § 1.468B-2(b)(1)-(4).

14.2 Employer Identification Number.

Upon establishment of the Trust, the Trustee shall apply for an employer identification number for the Trust pursuant to Internal Revenue Service Form SS-4 and in accordance with Treasury Regulation § 1.468B-2(k)(4).

14.3 Relation-Back Election.

If applicable, the Trustee and the Debtor shall fully cooperate in filing a relation-back election under Treasury Regulation § 1.468B-1(j)(2), to treat the Trust as coming into existence as a settlement fund as of the earliest possible date, but under no circumstances shall the related back date be prior to September 20, 2016.

14.4 Reporting Requirements.

The Trustee shall cause to be filed, on behalf of the Trust, all required federal, state, and local tax returns in accordance with the provisions of Treasury Regulation § 1.468B-2(k). Furthermore, in accordance with the provisions of Treasury Regulation § 1.468B-2(l), the Trustee shall cause to be filed all required federal, state, and local information returns and ensure compliance with withholding and reporting requirements. The Trustee may retain an independent, certified public accountant to consult with and advise the Trustee with respect to the preparation of any and all appropriate income tax returns, information returns, or compliance with withholding requirements. The Debtor’s election statement shall be made on the Trust’s first timely filed trust income tax return. The Debtor (or some other person on behalf the Debtor) shall supply to the Trustee and to the Internal Revenue Service the statement described in Treasury Regulation § 1.468B-3(e)(2), no later than February 15th of the year following each calendar year in which the Debtor (or some other person on behalf of the Debtor) makes a transfer to the Trust.

14.5 Broad Powers of the Trustee.

The Trustee is empowered to take all actions, including such actions as may be consistent with those expressly set forth above, as it deems necessary to reasonably ensure that the Trust is treated as a “designated settlement fund” or “qualified settlement fund” under section 468B of the Tax Code, and the Treasury Regulations promulgated pursuant thereto. Further, the Trustee may amend, either in whole or in part, any administrative provision of this Trust Agreement which causes unanticipated tax consequences or liabilities inconsistent with the foregoing.

14.6 Savings Provision.

Notwithstanding anything herein to the contrary, in the event that any portion of this Trust shall at any time be considered not to be in compliance with section 468B of the Tax Code, as amended, together with any Treasury Regulations promulgated thereunder or any Internal

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Revenue Service notices, rulings, announcements, or directives, such offending provision of this Trust Agreement shall be considered null, void and of no effect, without any action by any court or by the Trustee. The overarching purpose of this Trust is to at all times be in compliance with section 468B of the Tax Code and all administrative authority and announcements thereunder. In the event that this section 14.6 applies to render an offending provision null, void or of no effect, section 17.4 shall still apply with respect to the remaining non-offending provisions of this Trust Agreement.

ARTICLE XV

BENEFICIARIES

15.1 Identification of Beneficiaries; Allocation of Interests.

15.1.1 Trust Beneficiaries. The Beneficiaries are the parties identified in section 1.2.2.

15.2 Names and Addresses.

The Trustee shall keep a register (the “Register”) in which the Trustee shall at all times maintain the names and addresses of the Beneficiaries, and the awards made to the Beneficiaries pursuant to the Plan. The Trustee may rely upon this Register for the purposes of delivering distributions or notices. In preparing and maintaining this Register, the Trustee may rely on the name and address of each Holder of a Claim as set forth in a Proof of Claim filed by such Holder in the Reorganization Case, or (ii) proper notice of a name or address change has been delivered by such Beneficiary to the Trustee. The Trustee is subject to the orders of the Bankruptcy Court regarding confidentiality of the filed Proofs of Claim and the Register is confidential under the terms of such orders.

15.3 Rights of Beneficiaries.

Each Beneficiary will be entitled to participate in the rights due to a Beneficiary hereunder and under the Plan. The rights of a Beneficiary shall, upon the death or incapacity of an individual Beneficiary, pass to the legal representative of such Beneficiary and such death, insolvency or incapacity shall not terminate or affect the validity of this Trust Agreement. A Beneficiary shall have no title to, right to, possession of, management of, or control of the Trust Assets, or any right to call for a partition or division of the Trust Assets. Title to all the Trust Assets shall be vested in the Trustee, and the sole interest of the Beneficiaries shall be the rights and benefits given to such Persons under this Trust Agreement and the Plan.

15.4 Interests in Trust.

Except as otherwise expressly provided in the Plan or Confirmation Order, no Interest in this Trust may be assigned or transferred in any manner, unless approved by the Bankruptcy Court. In addition, such Interests shall not be voluntarily or involuntarily subject to any type of encumbrance, to the maximum extent allowable by law. This shall include, but not be limited to,

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encumbrances associated with claims of any creditor (in or outside of bankruptcy or other insolvency statutory schemes) under any federal, state, or local laws. Any such Interest, if any, shall be made available only upon termination of the Trust.

ARTICLE XVI

FINAL REPORT AND DISCHARGE OF TRUSTEE

16.1 Final Report. Prior to termination of the Trust, the Trustee shall prepare a final report (the “Final Report”), which shall contain the following information: (i) all Trust Assets including assets originally charged under the Trustee’s control; (ii) all funds transferred into and out of the Reserve or Trust Subaccounts; (iii) an accounting of all purchases, sales, gains, losses, and income and expenses in connection with the Trust Assets during the Trustee’s term of service (including any predecessor Trustee); (iv) a statement setting forth the total distributions to the Beneficiaries (but not the distributions to individual Beneficiaries); (v) the ending balance of all Trust Assets; (vi) a narrative describing actions taken by the Trustee in the performance of its duties which materially affect the Trust; and (vii) schedule(s) reflecting that:

16.1.1 all Trust Assets (including Claims and/or defenses) have been either: (i) reduced to Cash; or (ii) abandoned by the Trustee, in accordance with the provisions of this Trust Agreement and the Plan; and

16.1.2 all expenses of the Trust have been paid (or will be paid) and all payments and final distributions to be made to Beneficiaries have been made (or will be made) by the Trustee in accordance with the provisions of this Trust Agreement and the Plan.

16.2 Approval of Final Report and Discharge of the Trustee. The Trustee’s Final Report, prepared pursuant to the Plan and this Trust Agreement, shall be filed with the Bankruptcy Court and served on all Beneficiaries and the Reorganized Debtor, along with a motion for approval of the Final Report and discharge of the Trustee. Upon the entry of the order of the Bankruptcy Court approving the Final Report, the Trustee shall be discharged from all liability to the Trust or any Person who or which has had or may then or thereafter have a Claim against or the Trust for acts or omissions in the Trustee’s capacity as the Trustee or in any other capacity contemplated by this Trust Agreement or the Plan, unless the Bankruptcy Court orders otherwise for good cause.

ARTICLE XVII

MISCELLANEOUS PROVISIONS

17.1 Interpretation.

As used in this Trust Agreement, words in the singular include the plural and words in the plural include the singular. The masculine, feminine and neuter genders shall be deemed to include all genders. The descriptive heading for each paragraph and subparagraph of this Trust

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Agreement are for the reader’s convenience and shall not affect the interpretation or the legal efficacy of this Trust Agreement.

17.2 Notices.

All notices or deliveries required or permitted hereunder shall be in writing and shall be deemed given on the first of the following dates: (i) when personally delivered; (ii) when actually received by means of facsimile transmission or e-mail; (iii) when received by overnight express courier delivery; (iv) when delivered and receipted for by certified mail, postage prepaid, return receipt requested (or in the event of attempted delivery and refusal of acceptance, then on the date of the first attempted delivery). Service on Beneficiaries may be effected by service on counsel who signed the Beneficiary’s Proof of Claim.

17.3 Choice of Law.

This Trust Agreement shall be administered, governed by, construed, and enforced according to the internal laws of the State of California applicable to contracts and agreements made and to be performed therein, except that all matters of federal tax law and this Trust’s compliance with section 468B of the Tax Code and Treasury Regulations thereunder, shall be governed by federal income tax law, and all matters of federal bankruptcy law shall be governed by federal bankruptcy law.

17.4 Invalidity and Unenforceability.

If any term or provision of this Trust Agreement shall be invalid or unenforceable, the remainder of this Trust Agreement shall not be affected thereby, and each remaining term and provision of this Trust Agreement shall be valid and enforced to the fullest extent permitted by law. If the fulfillment of any obligation imposed by this Trust Agreement will result in a violation of law, then ipso facto, the obligation to be fulfilled shall be reduced by the least amount necessary to allow compliance with the law.

17.5 Waiver.

No failure or delay of any party to exercise any right or remedy pursuant to this Trust Agreement shall affect such right or remedy or constitute a waiver by such party of any right or remedy pursuant thereto. Resort to one form of remedy shall not constitute a waiver of alternative remedies.

17.6 Tax Identification Numbers.

The Trustee may require any Beneficiary to furnish to the Trustee (a) its employer or taxpayer identification number as assigned by the Internal Revenue Service, and (b) such other records or documents necessary to satisfy the Trustee’s tax reporting obligations (including, but not limited to, certificates of non-foreign status). The Trustee may condition the payment of any distribution to any Beneficiary upon receipt of such identification number and requested documents.

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17.7 Headings.

The section headings contained in this Trust Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Trust Agreement or of any term or provision hereof.

17.8 Entirety of Trust Agreement.

This Trust Agreement supersedes any and all prior oral discussions and agreements with respect to the subject matter hereof. This Trust Agreement, together with the exhibits hereto, the Plan, and the Confirmation Order, contain the sole and entire Trust Agreement and understanding with respect to the matters addressed therein; provided, however, that in the event of any inconsistency between the Plan (including the Confirmation Order) and this Trust, the terms of the Plan, including the Confirmation Order shall govern.

17.9 Counterparts.

This Trust Agreement may be executed in two or more counterparts, with the same effect as if all signatures on such counterparts appeared on one document, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.10 Independent Legal and Tax Counsel.

ALL PARTIES TO THIS TRUST AGREEMENT HAVE BEEN REPRESENTED BY COUNSEL AND ADVISORS (COLLECTIVELY REFERRED TO AS “COUNSEL”) OF ITS OWN SELECTION IN THIS MATTER. CONSEQUENTLY, THE PARTIES AGREE THAT THE LANGUAGE IN ALL PARTS OF THIS TRUST AGREEMENT SHALL IN ALL CASE BE CONSTRUED AS A WHOLE ACCORDING TO ITS FAIR MEANING AND NEITHER STRICTLY FOR NOR AGAINST ANY PARTY. IT IS SPECIFICALLY ACKNOWLEDGED AND UNDERSTOOD THAT THIS TRUST AGREEMENT HAS NOT BEEN SUBMITTED TO, NOR REVIEWED OR APPROVED BY, THE INTERNAL REVENUE SERVICE OR THE TAXING AUTHORITIES OF ANY STATE OR TERRITORY OF THE UNITED STATES OF AMERICA.

17.10.1 Jurisdiction.

The United States Bankruptcy Court for the Eastern District of California shall have exclusive original jurisdiction over all matters related to the Plan and this Trust Agreement. Notwithstanding such exclusive original jurisdiction, the Trustee, upon notice to the Debtor or the Reorganized Debtor and any affected party, may seek permission of the Bankruptcy Court for commencement of an action in the Superior Courts of the State of California or in any other state court of original jurisdiction for relief in any matter concerning the interpretation or resolution of any dispute related to the Trust, or for enforcement of any rights claimed by the Trustee. If the Bankruptcy Court concludes, in the exercise of its discretion, that the Trustee would be aided in the administration of the Trust by referral of the matter to the Superior Court or other state court, the Bankruptcy Court may grant the Trustee permission to commence an action in any other state court of original jurisdiction.

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IN WITNESS WHEREOF, the Trustee executes this Trust Agreement as of the date set forth in the opening paragraph.

Omni Management Acquisition Corp.

By: Printed Name: Eric R. Schwarz Title: Executive Vice President

The Roman Catholic Bishop of Stockton, a corporation sole

By: ______Printed Name: Title:

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EXHIBIT A

COMPENSATION FOR TRUSTEE

The Trustee shall charge for the time of its principals at the following hourly rates:

1. Eric R. Schwarz $250

The Trustee shall charge for the time of its employees at its standard hourly rates; provided that no employee’s rate is higher than the principals’ rates. The hourly rates are subject to annual increases beginning in January 2018; however, the annual increases shall not exceed ten (10) percent.

PLAN EXHIBIT 8 – TRUST AGREEMENT PLAN EXHIBIT 9 UNKNOWN TORT CLAIMS FUND NOTE AND DEPOSIT CONTROL AGREEMENT

UNKNOWN TORT CLAIMS FUND NOTE

Holder: OMNI MANAGEMENT ACQUISITION CORP., as Trustee of the Roman Catholic Bishop of Stockton Trust established pursuant to the Plan (as defined below) and the Confirmation Order, effective as of the Effective Date of the Plan (the “Roman Catholic Bishop of Stockton Trust”)

Address: ______

Maker: The Roman Catholic Bishop of Stockton, a California corporation sole

Address: 212 North San Joaquin Street Stockton, CA 95202

Principal Amount: $750,000.00 Date of Note: Effective Date of the Plan

PROMISE TO PAY. FOR VALUE RECEIVED, the undersigned, The Roman Catholic Bishop of Stockton, a California corporation sole, the Reorganized Debtor in Case No. 14-20371-C- 11 (“Maker”) promises to pay to Roman Catholic Bishop of Stockton Trust (“Holder”), or order, in lawful money of the United States of America, the principal amount of SEVEN HUNDRED FIFTY THOUSAND AND NO/100ths DOLLARS ($750,000.00), together with interest thereon, at the rate of one-half of one tenth percent (.05%) per annum, until paid in full and any and all other sums which may be owing to the holder of this Unknown Tort Claims Fund Note by the Maker under the terms of this Unknown Tort Claims Fund Note (this "Note"). Capitalized terms used and not defined will have the meaning defined in the Maker’s Plan of Reorganization dated ______, 2016 (together with any and all amendments thereto, all exhibits and schedules thereto and all documents incorporated by reference therein, as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions thereof, collectively, the “Plan”) in The Roman Catholic Bishop of Stockton, a California corporation sole, Case No. 14-20371-C-11. The following terms shall apply to this Note:

1. SECURED. This Note is secured, pursuant to that certain Deposit Account Control Agreement of even date herewith by and between Maker and Holder. 2. PAYMENT. Maker shall pay principal and interest in annual installments as set forth in the payment schedule attached hereto as Exhibit “1” and incorporated herein until fully paid. The first payment of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be due and payable on the later of (i) October 31, 2016; or (ii) ten days after the Effective Date of the Plan (the “First Payment Date”). Each successive annual installment shall be made on or before October 31, 2017 and October 31, 2018, respectively, as set forth on Exhibit “1”, provided that the entire remaining principal balance of this Note and then accrued interest shall be due and payable in a "balloon" payment on or before October 31, 2018. 3. INTEREST CALCULATION. Interest shall be calculated on the basis of a three hundred sixty-five (365) days per year factor applied to the actual days on which there exists an unpaid balance hereunder.

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4. LATE CHARGE. Maker recognizes that default in making scheduled payments when due hereunder will result in Holder incurring additional expense in servicing the loan evidenced hereby, in loss to Holder of the use of the money due and in frustration to Holder in meeting its other commitments. Maker agrees that if, for any reason, any payment due under this Note shall not be received by Holder within fifteen (15) calendar days after the date such payment is due, Holder shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages. Maker therefore agrees to pay Holder a late charge of four_____ percent (4%) of such payment, or the maximum amount allowed by law, whichever is less, such late charge to be immediately due and payable without notice or demand by Holder. Upon default, the interest shall change to 3% but not more than the highest rate permitted by law. Maker acknowledges that the amounts set forth in this section are a reasonable estimate of Holder’s damages. Maker will pay late charges only once for each late payment. This section and the amounts for which it provides shall not limit Holder’s remedies under this Note, or the right to compel prompt performance thereunder. The existence of a period between the due date and the day when the holder is entitled to receive a late payment charge shall not constitute a grace period. The late payment charge shall be due whether or not the Holder declares this Note in default or accelerates and demands immediate payment of the sums due hereunder. 5. APPLICATION OF PAYMENTS. Unless otherwise required by law, all payments made hereunder shall be applied first to late charges or other sums owed to Holder, next to accrued interest, and then to principal. 6. PREPAYMENT. Maker may prepay this Note in whole or in part at any time or from time to time without premium or additional interest. All prepayments under this Note shall be applied to the outstanding principal balance. 7. DEFAULT. Maker will be in default hereunder and it shall be an event of default under this Note, if any of the following happens: (A) Maker fails to make any payment when due; (B) Maker fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note; (C) from and after the date of the Note, a receiver is appointed for any part of Maker’s property, Maker makes an assignment for the benefit of creditors, or any proceeding is commenced either by Maker or against Maker under any bankruptcy or insolvency laws unrelated to the voluntary petition under Chapter 11 of the Bankruptcy Code filed by Maker on January 15, 2014, or any actions, plans or orders entered thereunder; (D) Any creditor tries to take any of Maker’s property on or in which Holder has a lien or security interest; (E) A material adverse change (a “MAC”) occurs in Maker’s financial condition; in such event, the Maker is required to notify the Holder of such development; a MAC may include but is not limited to (i) any default to any credit agreements or borrowings, (ii) any materially significant judgments or settlements for any personal injury or abuse claim; (F) If there be any default under any security agreements granting security to Holder for this Note. No waiver by Holder of any default under this Note shall be effective unless in writing. Waiver by Holder of any default under this Note shall not be deemed a waiver as to any future default. By accepting payment of any sum owed hereunder after its due date, Holder does not waive its right to require prompt payment when due of all other sums owed hereunder, to require prompt performance of all other acts required hereunder, or to declare a default for failure to do so. 8. HOLDER’S RIGHTS. Upon default, provided however, Holder gives Maker ten (10) days written notice and opportunity to cure any default hereunder before exercising its legal rights and remedies, Holder may then declare the entire unpaid principal balance and any other

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costs accumulated on this Note and all accrued unpaid interest immediately due, without notice or demand, and then Maker will pay that amount. Holder may hire and pay someone else to help collect this Note or enforce Holder’s rights hereunder if Maker does not pay or an event of default occurs, and, at the Holder’s sole option, such costs either (i) shall be added to the Note and earn interest as provided above or (ii) Maker shall make prompt reimbursement of such costs. This includes Holder’s reasonable attorneys’ fees and reasonable expenses whether or not there is a lawsuit. Maker will also pay any court costs, in addition to all other sums provided by law. Holder may delay or forego enforcing any of its rights or remedies under this Note without losing them. This Note was made, entered into, delivered, and accepted by Holder in San Joaquin County, California, and any breach of or default under this Note will be deemed to have occurred in San Joaquin County, California. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Venue shall be in the Superior court of San Joaquin County or, if federal jurisdiction exists, the federal court located in Sacramento, California. 9. USURY SAVINGS CLAUSE. Holder does not intend to contract for, charge or receive any interest or other charge which exceeds the maximum amount prescribed by the usury laws of the state of California, and by execution of this Note, Maker acknowledges that Holder has no such intent. All agreements between Maker and Holder, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no event, whether by reason of acceleration of the maturity hereof, or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the money to be loaned hereunder or otherwise or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under applicable law. If for any reason this Note or the loan it evidences or any provisions thereof should be determined to be in violation of such usury limitations and, at the time performance of such provision shall be due, should exceed the maximum amount prescribed by law, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance Holder shall ever receive as interest or otherwise an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to reduce the principal amount owing hereunder or on account of any other principal indebtedness of Maker to Holder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, such excess shall be refunded to Maker. All sums paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness of Maker to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. 10. GENERAL PROVISIONS. Maker for itself, its legal representatives, successors and assigns, respectively, severally waives presentment, demand, protest and notice of dishonor and waives any right to be released by reason of any extension of time or change, alteration or release of any security given for payment thereof. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, as Maker, shall be released from liability. All such parties agree that Holder may renew or extend (repeatedly and for any length of time) this loan, or release any party or collateral; or impair, fail to realize upon or perfect Holder’s security interest in any collateral; and take any other action

3 EXECUTION VERSION 1046951-3 09660-39161 UNKNOWN TORT CLAIMS NOTE ROMAN CATHOLIC BISHOP OF STOCKTON TRUST

deemed necessary by Holder without the consent of or notice to anyone. All such parties also agree that Holder may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. 11. INVALIDITY OF ANY PART. If any provision or part of any provision of this Note shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Note and this Note shall be construed as if such invalid, illegal or unenforceable provisions or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability. 12. NOTICES. Any notice required or permitted to be given shall be deemed to have been properly given when delivered in person, or when sent by facsimile or other electronic means and electronic confirmation of error-free receipt is received, or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at its last known address. 13. MISCELLANEOUS. In this Note, time shall be of the essence for the performance of each and every covenant of the Maker. The term Holder shall refer to any subsequent holder of this Note. This Note may only be modified by a written agreement signed by the Maker and Holder. 14. DELIVERY OF PAYMENT. Unless and until Holder otherwise notices Maker, all payments made on this Note and all notices given hereunder, shall be made payable to and in the name of Holder at the address set forth in the preamble to this Note. 15. TENSE; GENDER; DEFINED TERMS; SECTION HEADINGS. As used herein, the singular includes the plural and the plural includes the singular. A reference to any gender also applies to any other gender. Defined terms are capitalized throughout. The section headings are for convenience only and are not part of this Note. 16. BINDING NATURE. This Note shall inure to the benefit of and be enforceable by Holder and the Holder’s successors and assigns and any other person to whom the Holder or any holder may grant an interest, whether full or partial, in the Maker’s obligations hereunder, and shall be binding and enforceable against the Maker and the Maker’s successors and assigns. 17. COUNTERPARTS; FACSIMILE. This Note may be executed by facsimile and/or in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute but one and the same instrument. This Note shall become binding only when each party hereto has executed and delivered to the other parties one or more counterparts.

MAKER: HOLDER: THE ROMAN CATHOLIC BISHOP OF OMNI MANAGEMENT ACQUISITION CORP., STOCKTON, A CALIFORNIA CORPORATION AS TRUSTEE OF THE ROMAN CATHOLIC SOLE BISHOP OF STOCKTON TRUST

ESTABLISHED PURSUANT TO THE PLAN

AND THE CONFIRMATION ORDER WITH AN

EFFECTIVE DATE AS OF THE EFFECTIVE By ______DATE OF THE PLAN IMCUMBENT ROMAN CATHOLIC BISHOP OF STOCKTON

4 EXECUTION VERSION 1046951-3 09660-39161 UNKNOWN TORT CLAIMS NOTE ROMAN CATHOLIC BISHOP OF STOCKTON TRUST

By ______

Printed Name: Eric R. Schwarz Title: Executive Vice President

5 EXECUTION VERSION 1046951-3 09660-39161

To be updated

AMORTIZATION SCHEDULE -FUTURE CLAIMS REPRESENTATIVE

Principal$ 750,000.00 Annual Interest Rate 0.05% Term (years) 3.00 Anticipated Effective Date of the Note 10/31/2016

Payment Principal Total Pmt Due on or Beginning Principal & # Before Balance Interest Principal Interest Pmt

First Payment 1 Date 750,000.00 0.00 250,000.00 250,000.00 2 10/31/17 500,000.00 250.00 249,937.51 250,187.51 3 10/31/18 250,062.49 125.03 250,062.49 250,187.51 Totals$ 375.03 $ 750,000.00 $ 750,375.02

EXHIBIT “1”

1046951-3 DEPOSIT ACCOUNT CONTROL AGREEMENT

THIS DEPOSIT ACCOUNT CONTROL AGREEMENT (“Account Control Agreement”), is effective as of the Effective Date of the Debtor’s Plan of Reorganization dated ______(together with any and all amendments thereto, all exhibits and schedules thereto and all documents incorporated by reference therein, as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions thereof, collectively, the “Plan”) in The Roman Catholic Bishop of Stockton, a California corporation sole, Case No. 14-20371-C-11. This Account Control Agreement is entered into pursuant to the Plan, by and among The Roman Catholic Bishop of Stockton, a California corporation sole as the Reorganized Debtor pursuant to the Plan (the “Debtor” or the “Maker”), and Omni Management Acquisition Corp., as Secured Party of the Roman Catholic Bishop of Stockton Trust established pursuant to the Plan and the Confirmation Order, effective as of the Effective Date of the Plan (the “Roman Catholic Bishop of Stockton Trust”) (the “Secured Party”) and Bank Of Stockton (the “Depository”) and is executed to secure the Unknown Tort Claims Fund Note (“Fund Note”) made by Debtor in favor of Secured Party and executed on an even date herewith, as follows:

RECITALS

A. Debtor is the legal owner of an account with Depository bearing account number xxxxxx1542 (the “Property/Liability Account”), established in part for the receipts of funds from Debtor, Catholic parish corporation soles and/or other Catholic religious corporations for payment, in part, of premiums on pooled liability insurance policies, insurance related expenses and self-insured amounts associated with claims of sexual misconduct against Debtor, Catholic parish corporation soles and/or other Catholic religious corporations within the canonical territory of the Roman Catholic Diocese of Stockton (the Catholic parish corporation soles and/or other Catholic religious corporations shall be collectively referred to as the “Non RCB Entities”).

B. Secured Party has agreed to extend payment terms to the Debtor, as set forth in the Fund Note, for the funding of the Roman Catholic Bishop of Stockton Trust for the benefit of Unknown Tort Claims who are entitled to an Award pursuant to the Unknown Tort Claims Allocation Protocol pursuant to Article 21 of the Plan, as provided in the Plan and Confirmation Order.

C. Debtor, in determining that the use of the Property/Liability Account funds for the potential funding of the Roman Catholic Bishop of Stockton Trust is a permitted use of said funds under the various service agreements with the Non RCB Entities, has agreed to a grant, as general and continuing security for the payment and performance of its obligations to the Secured Party under the Fund Note, a security interest in the Property/Liability Account.

Deposit Account Control Agreement Page 1 of 2 1054510-2

AGREEMENT Section 1. Definitions. As used in this Account Control Agreement, unless the context otherwise requires, the terms defined in this Section shall have the meanings so defined. These definitions are equally applicable to both the singular and plural forms of the defined terms. Any term or phrase not defined in this Section, but either specifically defined or shown in quotes in parentheses in another provision of this Account Control Agreement, shall have the meaning set forth in such provision as if it were defined in this Section. The capitalization of the first letter of any term, other than proper names, used in this Account Control Agreement, indicates that such term is defined in this Account Control Agreement. Terms defined in the California Commercial Code not otherwise defined in this Account Control Agreement are used herein as defined in the California Commercial Code on the date of this Account Control Agreement. Terms used and not otherwise defined in the California Commercial Code or this Account Control Agreement will have the meaning defined in the Debtor’s Plan. A. “California Commercial Code” means the Uniform Commercial Code as may, from time to time, be enacted and in effect in the State of California. B. “Collateral” means (a) money now or hereafter deposited in deposit account number xxxxxx1542 (the “Deposit Account”) with Depository, and (2) all contract rights, claims, and privileges with respect to the Deposit Account, and all proceeds of the foregoing. C. “Obligations” means indebtedness and liability of Debtor to Secured Party under the Fund Note. D. “State” means the State of California. Section 2. Grant of Security Interest. Debtor grants Secured Party a security interest in the Collateral to secure payment of the Obligation.

Section 3. Priority of Lien. Depository hereby acknowledges the security interest granted to Secured Party by Debtor in the Collateral. Depository hereby agrees to subordinate to Secured Party all liens, encumbrances, claims and rights of setoff it may have or hereafter acquire against the Collateral or any free credit balance in the Collateral and agrees that it will not assert any lien, encumbrance, claim or right against the Collateral or any credit balance in the Collateral, except to the extent expressly set forth in Section 7 below, so that Secured Party will have a perfected first priority security interest in the Collateral. Without the prior written consent of the Debtor and Secured Party, Depository will not execute and deliver, or otherwise become bound by, any agreement (i.e., a control agreement) under which Depository agrees with any third party that Depository will comply with entitlement orders concerning the Collateral originated by such third party.

Section 4. Control. Upon receiving written notice from the Secured Party that an Event of Default exists and until such notice is withdrawn in writing by the Secured Party, Depository shall neither accept nor comply with any entitlement order from

Deposit Account Control Agreement Page 2 of 2 1054510-2

Debtor withdrawing or making a free delivery of any monies from the Collateral nor deliver any such monies to Debtor nor pay any free credit balance or other amount owing from Depository to Debtor with respect to the Collateral without the specific prior written consent of the Secured Party. Furthermore, Depository agrees to note the Secured Party’s security interest in the Collateral in its books and records.

Section 5. Statements, Confirmations and Notices of Adverse Claims. Depository shall provide Secured Party with the regular monthly statements and such other information relating to the Deposit Account as shall reasonably be requested by Secured Party, provided that duplicate regular monthly statements will be provided at no additional charge to Debtor for such duplicate copies. Upon receipt of written notice of any lien, encumbrance or adverse claim against the Collateral, Depository will promptly notify the Secured Party and Debtor thereof in writing.

Section 6. Limited Responsibility of Depository. Depository shall have no responsibility or liability to the Secured Party with respect to the value of the Collateral or any monies or other asset held therein. Depository shall have no duty to investigate or make any determination as to whether a default or an event of default exists under any agreement between Debtor and the Secured Party with respect to the Collateral. This Agreement does not create any obligation or duty of Depository other than those expressly set forth herein.

Section 7. Fees. Debtor agrees to pay on demand all usual and customary service charges, transfer fees, and account maintenance fees (collectively, “Fees”) of Depository, if any, in connection with the Collateral. In the event Debtor fails to make a timely payment to Depository of any such Fees, Depository may thereafter exercise its right of setoff against the Collateral for such amounts. Secured Party shall not have any responsibility or liability for the payment of any Fees.

Section 8. Representations and Warranties. As a material inducement to Secured Party under this Account Control Agreement, Debtor represents and warrants that the following are and shall remain true and correct: a. Title. Any interest of Debtor in the Collateral, is free and clear of all liens, encumbrances, and security interests, except the security interest created by this Account Control Agreement. b. No Defenses. No defenses, offsets, claims, or counterclaims exist against Debtor that may be asserted against Secured Party in any proceeding to enforce Secured Party's rights in the Collateral. c. No Conflict. The execution, delivery, and performance of this Account Control Agreement by Debtor is not in violation of any applicable law, regulation, or contractual obligation of Debtor. d. Debtor reasonably anticipates that it can service the Fund Note and the Collateral is adequate for securing the Fund Note.

Section 9. Covenants of Debtor.

Deposit Account Control Agreement Page 3 of 2 1054510-2

a. Transactions Involving Collateral. Debtor shall not, without the prior written consent of Secured Party, pledge, mortgage, encumber, or otherwise permit the Collateral to be subject to any lien or security interest other than the security interest created by this Account Control Agreement and the interest established under the applicable service agreements, as previously amended, with Debtor and the Non RCB Entities participating in the pooled insurance programs.

b. Taxes, Assessments, and Liens. Debtor shall pay when due all taxes, assessments, and liens with regard to the Collateral. Debtor may withhold any such payment or may elect to contest any lien if Debtor is conducting appropriate proceedings in good faith to contest the obligation to pay and so long as Secured Party's interest is not jeopardized.

Section 10. Defaults and Remedies.

a. Event of Default. Any of the following events or conditions shall constitute an Event of Default by Debtor under this Account Control Agreement:

i. Default in payment of the Fund Note in accordance with the terms of the Fund Note; ii. Default in the performance of any Fund Note obligations or breach of any agreement, representation, or warranty contained in this Account Control Agreement; iii. Any levy or proceeding against the Collateral or Debtor's interest in the Collateral, except if Debtor is conducting appropriate proceedings in good faith to contest the levy or proceeding; or iv. The filing of a petition by or against Debtor under the provisions of the Bankruptcy Code unrelated to the voluntary petition under Chapter 11 of the Bankruptcy Code filed by Debtor on January 15, 2014, or any actions, plans or orders entered thereunder.

Section 11. Remedies. On the occurrence of an Event of Default, Secured Party:

a. Shall have and may exercise all rights and remedies accorded to Secured Party by the California Uniform Commercial Code; b. May, at the option of Secured Party, declare all unperformed Obligations, in whole or in part, of Debtor immediately due and payable without demand or notice; and c. May require Debtor to take any and all action necessary to make the Collateral up to the amount of the unperformed Obligations under the Fund Note available to Secured Party.

Deposit Account Control Agreement Page 4 of 2 1054510-2

Section 12. Remedies Cumulative. All of Secured Party's rights and remedies, whether evidenced by this Account Control Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy.

Section 13. Waiver. Secured Party shall not be deemed to have waived any rights under this Account Control Agreement unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right.

Section 14. Additional Documentation; Cooperation. Each party shall, on the request of the other, execute, acknowledge, and deliver to the other any instrument that may be required to accomplish the intent of this Account Control Agreement. Each party agrees to cooperate to effectuate the intent of this Account Control Agreement and shall take all appropriate action necessary or useful in doing so.

Section 15. Termination.

a. This Agreement may be terminated by Debtor only upon delivery to Depository of a written notification jointly executed by Debtor and Secured Party. Upon payment in full of all amounts due and owing under the Fund Note, this Account Control Agreement shall terminate and, if requested by Debtor, Secured Party shall immediately execute an appropriate release of its security interest in the Deposit Account. b. This Agreement may be terminated by Secured Party at any time, with or without cause, upon its delivery of written notice to Debtor and Depository. c. This Agreement may be terminated by Depository at any time on not less than 30 days’ prior written notice delivered to Debtor and Secured Party. Upon delivery or receipt of such notice of termination to or by Depository, Depository will immediately transmit to such account as Secured Party and Debtor may jointly direct all funds, if any, then on deposit in, or otherwise to the credit of, the Deposit Account. . Section 16 Miscellaneous.

a. Successors and Assigns. Subject to the provisions otherwise contained in this Account Control Agreement, this Account Control Agreement shall inure to the benefit of and be binding on the successors and assigns of the respective parties. b. Notices. Any notice under this Account Control Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (a) on the date of personal service on the parties, (b) on

Deposit Account Control Agreement Page 5 of 2 1054510-2

the third business day after mailing, if the document is mailed by registered or certified mail, (c) one day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or (d) on the date of transmission if sent by telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed. Any such notice shall be delivered or addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.

If to Debtor: THE ROMAN CATHOLIC BISHOP OF STOCKTON 212 North San Joaquin Street Stockton, CA 95202 Attention: Incumbent Roman Catholic Bishop of Stockton Fax No. 209-941-9722

With a Copy to: Neumiller & Beardslee Po Box 20 Stockton CA, 95201 Attention: Paul N. Balestracci or Saroya J. Leonardini Fax No. (209) 948-4910

If to Depository Bank:

BANK OF STOCKTON PO Box 1110 Stockton, California 95201-1200 Attention: Manager – Central Operations

If to Secured Party:

Omni Management Acquisition Corp., Trustee ______Fax No.:

Any party may change its contact information by providing such information in writing to each party to this Account Control Agreement.

Deposit Account Control Agreement Page 6 of 2 1054510-2

c. Amendment. The provisions of this Account Control Agreement may be modified at any time by written agreement of the parties. Any such agreement made after the date of this Account Control Agreement shall be ineffective to modify this Account Control Agreement in any respect unless in writing and signed by Debtor and Secured Party. d. Captions. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice-versa, and each gender will, including any other gender. The captions of the sections of this Account Control Agreement are for convenience only and do not define or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” No listing of specific instances, items or maters in any way limits the scope or generality of any language of this Account Control Agreement. Time is of the essence in the performance of this Account Control Agreement. If any provision or part of any provision of this Account Control Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, the remainder of the Account Control Agreement that can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated. e. Governing Law. The rights and obligations of the parties and the interpretation and performance of this Account Control Agreement shall be governed by the law of California, excluding its conflict of laws rules. f. Entire Agreement. This document and its exhibits constitute the entire agreement between the parties, all oral agreements being merged in this Account Control Agreement, and supersede all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this Account Control Agreement that are not fully expressed in this Account Control Agreement or its exhibits. g. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Account Control Agreement by signing and delivering one or more counterparts.

***SIGNATURES CONTAINED ON NEXT PAGE***

Deposit Account Control Agreement Page 7 of 2 1054510-2

Debtor: THE ROMAN CATHOLIC BISHOP OF STOCKTON, A CALIFORNIA CORPORATION SOLE

By ______INCUMBENT ROMAN CATHOLIC BISHOP OF STOCKTON

Depository: Secured Party:

BANK OF STOCKTON OMNI MANAGEMENT ACQUISITION CORP., AS TRUSTEE OF THE ROMAN CATHOLIC BISHOP OF STOCKTON By: TRUST ESTABLISHED PURSUANT TO Name: THE PLAN AND THE CONFIRMATION Title: ORDER WITH AN EFFECTIVE DATE AS OF THE EFFECTIVE DATE OF THE PLAN

By:______Printed Name: Eric R. Schwarz Title: Executive Vice President

Deposit Account Control Agreement Page 8 of 2 1054510-2 PLAN EXHIBIT 10 UNKNOWN TORT CLAIMS ALLOCATION PROTOCOL

EXHIBIT 10

ALLOCATION PROTOCOL FOR CLASS 15 - UNKNOWN TORT CLAIMS

I. Abuse Claim Reviewer

The Honorable (Retired) William L. Bettinelli shall have the title, responsibility and authority of “Abuse Claims Reviewer” (hereinafter “ACR”) under the terms of this Allocation Protocol. The ACR shall conduct a review of each Unknown Tort Claim and make individual point allocations according to the guidelines set forth below. The ACR shall have the authority to employ qualified assistants and consultants as he/she deems appropriate. The Trustee shall make individual monetary distributions to Tort Claimants pursuant to the terms of this Allocation Protocol and the Plan based on the ACR’s point award. The ACR's point award as to each claimant shall be final, subject only to reconsideration as set forth below.

II. Definitions

2.1 Capitalized Terms. Capitalized terms used in this Allocation Protocol shall have the meanings given to them in the Plan, the Trust Agreement or the Bankruptcy Code, unless otherwise defined herein, and such definitions are incorporated in this Allocation Protocol by reference.

“Adult Tort Claim” means a Tort Claim to the extent that the Abuse occurred on or after the date that such Tort Claimant became eighteen (18) years of age.

“Applicable Perpetrator” means a person who was any cleric, employee, volunteer, agent, contractor or other Entity associated with the Debtor, the Diocese, any Parish or any affiliated or related Entity within the territory of the Diocese at the time such person committed an act of Abuse.

“Documentary Information” means any writing or recorded information regarding a Tort Claim.

“Plan” means and refers to the Debtors’ Plan of Reorganization as confirmed and as the same may be amended or modified.

“Tort Claim” has the same meaning as in the Plan; provided, however, that as used herein such term refers only to a Class 15 Tort Claim and not any other claim, including an unknown Tort Claim.

“Tort Claimant” has the same meaning as in the Plain; provided, however, that as used herein such term refers only to a holder of a Class 15 Tort Claim and any other claim.

III. Purpose

3.1 Purpose: The purpose of this Allocation Protocol is to provide for the just, fair and reasonable distribution of settlement funds to Tort Claimants.

1 DOCS_LA:300221.2 18484-002

3.2 Sole and Exclusive Method: This Allocation Protocol shall be the sole and exclusive method by which Tort Claimants may receive a distribution on account of their Claims.

3.3 Interpretation: The terms of the Plan shall prevail if there is any discrepancy between the terms of the Plan and the terms of this Allocation Protocol.

3.4 Disclosure of Tort Claims Receiving Distributions: Upon written request from any Tort Claimant, the Trustee shall provide a list of all Tort Claimants (by Proof of Claim number) who receive a distribution pursuant to the Plan.

3.5 Tort Claims A, Tort Claims B, Tort Claim C and Unknown Tort Claims Separately Allocated: There are separate Allocation Protocols for Tort Claims A, Tort Claims B, and Unknown Tort Claims and the allocation for the Tort Claim C is set forth in the Plan. This Allocation Protocol applies to the Tort Claims as defined herein and identified in this Allocation Protocol’s title.

IV. Procedure for Allocation Protocol

4.1 Filing of Unknown Tort Claim: An Unknown Tort Claimant may assert an Unknown Tort Claim by filing a claim form with the Trustee. Such form shall be substantially similar to the Tort Claim Form submitted by holders of Class 12 Tort Claims. The Trustee shall transmit a copy of any claims received to the ACR within a reasonable time after receipt thereof.

4.1.1 Before determining an Unknown Tort Claimant’s point award, the ACR shall consider the degree to which each Unknown Tort Claimant has proven by a preponderance of the evidence that such Unknown Tort Claimant was abused and that such Unknown Tort Claimant’s Abuse was perpetrated by an Applicable Perpetrator. The ACR also shall determine whether the Unknown Tort Claimant may be designated as an Unknown Tort Claimant under the terms of the Plan (including the definition of Unknown Tort Claimant).

4.1.2 Monetary Distribution on Account of Tort Claim: The ACR shall evaluate each Tort Claim and shall determine the number of points, if any, which should be allocated to each Tort Claimant under the guidelines set forth in section 4.5 below.

4.2 Additional Information Regarding Tort Claim: The ACR shall provide each Tort Claimant thirty days’ notice of the opportunity for an interview and to provide Documentary Information to the ACR (the “Submission Deadline”); provided, however, that the ACR may grant extensions of time for good cause shown upon written application (including via email) before the Submission Deadline; provided further, however, that any Tort Claimant may agree to an earlier deadline to submit any Documentary Information. Unless the ACR requests Documentary Information, the failure to submit any Documentary Information shall not be grounds for denial or reduction of the Tort Claimant’s allocation. A failure to respond to the ACR’s request for Documentary Information may be grounds for denial or reduction of the Tort Claimant’s allocation

Each Tort Claimant will have the opportunity for an interview with the ACR upon written request to the ACR by the Submission Deadline. Nothing herein shall be

2 DOCS_LA:300221.2 18484-002

construed to prejudice a Tort Claimant who does not request an interview. The interview may be conducted in person, by telephone, by internet teleconferencing or other means reasonably approved by the ACR; however, the interviews will be conducted in person only when the ACR determines, in his or her sole discretion, that an in person interview is reasonably feasible. Tort Claimants requesting an interview shall pay, in advance, the reasonable fees and expenses of the ACR incurred in conducting such interview.

The ACR shall consider all of the facts and evidence presented by the Tort Claimant. However, it is recognized that many Tort Claimants may not have documents such as medical or counseling records. The ACR shall not distinguish between documentary evidence, written submissions, and oral evidence in terms of weight or value in making her/his findings. One is not necessarily more or less valuable than the other. The presence or absence of any documents, written submissions and/or oral evidence shall not, alone, advantage or disadvantage any Tort Claimant if the information presented is otherwise reliable and credible.

4.3 Information from Tort Claimant and/or Other Parties. Any Tort Claimant shall have the right to provide additional information to the ACR supporting, but not in opposition to, any other Tort Claim subject to the Allocation Protocol. Any such information shall be provided to the ACR by the Submission Deadline.

4.4 Deceased Tort Claimant: Tort Claimant shall not include the estate of the deceased Tort Claimant, or the personal executor, or personal representative of the estate of a deceased Tort Claimant.

4.5 Guidelines for Use of Protocol:

a. Initial-Evaluation:

Before determining a Tort Claimant’s point award, the ACR shall consider the degree to which each Tort Claimant has proven by a preponderance of the evidence that such Tort Claimant’s Abuse was perpetrated by an Applicable Perpetrator.

The ACR should consider the coherence, credibility and consistency of each Tort Claimant's accounts of the abuse and should consider any and all evidence that may enhance or diminish the reliability of such claims.

b. Nature, severity, and impact of the Abuse.

Each Tort Claimant will be evaluated by the ACR and scored according to the following system. If a Tort Claimant does not have an interview or does not provide additional Documentary Information, then the ACR will allocate points according to the same factors based on the Tort Claimant’s filed proof of claim to extent the ACR deems such proof of claim reliable and probative. Scores are based on the ACR completing a summary sheet of the point award reflecting information obtained from the filed proof of claim and, if applicable, an interview, Documentary Information or other sources.

c. No Award for Adult Tort Claimants.

3 DOCS_LA:300221.2 18484-002

The ACR shall allocate zero (0) points to a Tort Claimant for its Adult Tort Claim, regardless of the applicability of any other factors.

d. No Award for Non-Sexual Abuse.

The ACR shall allocate points only for Tort Claims that are based on Abuse. Zero (0) points shall be allocated for any Tort Claim based on any act or omission that is not Abuse.

e. Considerations for Allocation.

The ACR’s summary sheet shall reflect the Tort Claimant’s point award based on the following factors (examples of the factors are non-exclusive):

Pre-existing Risk and Resiliency Factors: MAXIMUM: 20 POINTS

1. Risk and resiliency factors are aspects of life known to negatively impact life and to exacerbate the negative impact of experience such as sexual abuse:

(a) Childhood of poverty.

(b) Parental divorce or death of a parent.

(c) Exposure to substance abuse in home.

(d) Absence of parent(s).

(e) Being victim of or witnessing domestic violence or prior abuse.

(f) Age at the time of abuse.

Nature of the Abuse: MAXIMUM 40 POINTS

2. Nature of the abuse considers:

(a) Duration.

(b) Frequency/number of instances.

(c) Degree intrusive into child’s body (e.g. clothed/unclothed, oral, anal, vaginal).

(d) Level of force/violence/coercion/threats.

(e) Child/family was Catholic.

4 DOCS_LA:300221.2 18484-002

(f) Control of environment (e.g. trip under supervision of Applicable Perpetrator, day school, Sunday school, or employment relationship of the Applicable Perpetrator).

(g) More than one Applicable Perpetrator.

(h) Physical pain suffered.

(i) Grooming.

Post-Abuse Functioning to Age 18: MAXIMUM 15 POINTS

3. Post-abuse functioning (to age 18):

(a) School behavior problems.

(b) School academic problems.

(c) Getting into legal trouble.

(d) Loss of faith.

(e) Damage to family relationships.

(f) Mental health symptoms:

i. Depression.

ii. Suicide attempt or ideation.

iii. Anxiety.

iv. Substance abuse.

v. Sexual acting out/physically acting out.

vi. Runaway.

vii. Flashbacks.

viii. Nightmares.

Long Term Impact: MAXIMUM: 15 POINTS

4. Adult & Current Functioning

(a) Mental health symptoms - see above list.

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(b) Criminal record.

(c) Underemployment/unemployment.

(d) Relationship problems.

(e) Substance abuse.

Assessment of Global Severity of Impact/Suffering: MAXIMUM: 10 POINTS

5. The ACR shall rate the comparative severity of impact/suffering of all Tort Claimants in these Cases. That is, compared to other Tort Claimants (except Adult Tort Claimants), the ACR will consider how much this individual suffered as a result of the Abuse:

(a) Compared to other Tort Claimants (except Adult Tort Claimants), the ACR will consider the overall seriousness of the Abuse; and

(b) Compared to other Tort Claimants (except Adult Tort Claimants), the ACR will consider the overall negative impact of the Abuse.

4.6 Monetary Distribution: The ACR will arrive at a point total for each Tort Claimant taking into account the factors and guidelines in Section 4.5, above, and assigning a point total for each Tort Claimant. The value of an individual “point” will be determined after all Tort Claimants have been evaluated by dividing the total amount of dollars in the Trust subaccount established for such Tort Claimants (net of reserves) by the total number of points for all Tort Claimants entitled to payment from that subaccount. By way of example, if there are 100 Tort Claimants awarded a total of 5,000 points, with a total net subaccount balance of $1 million, each point would be valued at $200.

4.7 Determinations by the ACR and Requests for Reconsideration and Appeal: The ACR shall notify the Trustee in writing (including via email) of the points awarded to the each Tort Claimant. The Trustee shall send (via email or First Class Mail) this determination to the Tort Claimant or the Tort Claimant’s attorney. The ACR’s determination shall be final unless the Tort Claimant makes a timely request for the point award to be reconsidered by the ACR. The Tort Claimant shall not have a right to any other appeal of the ACR’s point award. The Tort Claimant may request reconsideration of the ACR’s point award by delivering a written request for reconsideration to the ACR within 14 calendar days after the date of mailing of the monetary distribution notice. The Tort Claimant, with the request for reconsideration, may submit additional evidence and argument in support of such request provided the Tort Claimant provides an adequate explanation for the failure to provide the information by prior deadlines. The ACR shall have sole discretion to determine how to proceed with the request for reconsideration and ultimately may increase, decrease or leave intact the Tort Claimant’s initial monetary distribution determination. The ACR’s determination of such request for reconsideration shall be final and not subject to any further appeal. The ACR shall maintain an accounting of the costs/expenses incurred for each separate reconsideration request and the costs/expenses related to a specific

6 DOCS_LA:300221.2 18484-002

request shall be borne by the Tort Claimant making the request, which may be deducted from his/her Monetary Distribution; provided, however, that if and to the extent any Tort Claimant’s award is not sufficient to pay for the cost of the ACR’s review, then such Tort Claimant must advance the costs and expenses for such review at the time such Tort Claimant submits his or her request for reconsideration.

4.8 Confidentiality: All information that the Settlement Trustee and/or the ACR receives from any source about any Tort Claimant shall be held strictly confidential and shall not be disclosed.

V. General Guidelines

5.1 Non-Compensatory Damages and Other Theories of Liability: In determining the value of any Tort Claim, punitive damages and damages that do not compensate the Tort claimant, shall not be considered or allowed, even if these damages could have been allowed in a case or at trial.

5.2 Award for Personal Injury: Any award to a Tort Claimant pursuant to this Allocation Protocol shall be on account of a personal injury to the Tort Claimant.

5.3 Res Judicata Effect: The ACR's determination with respect to a Tort Claim shall have no preclusive or res judicata effect outside of these Cases as to any third party. That is, the ACR's determination may not be used against any Tort Claimant in any other case or proceeding.

5.4 Costs of Administration: All costs of administration associated with the matters discussed in the Allocation Protocol, whether incurred by the Trustee or the ACR, shall be an expense of the Trust subaccount established for the payment of the Tort Claimants on whose behalf the costs were incurred.

7 DOCS_LA:300221.2 18484-002 PLAN EXHIBIT 11 UNKNOWN TORT CLAIMANTS PROOF OF CLAIM FORM

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF CALIFORNIA SACRAMENTO DIVISION In re: CASE NO. 14-20371-C-11 THE ROMAN CATHOLIC BISHOP OF STOCKTON, a California Chapter 11 corporation sole, UNKNOWN TORT CLAIMANT Debtor-In- SEXUAL ABUSE PROOF OF Possession. CLAIM

IMPORTANT: THIS FORM MUST BE SENT TO THE TRUSTEE AT THE ADDRESS BELOW

1. Carefully read the instructions included with this SEXUAL ABUSE PROOF OF CLAIM FORM and complete ALL applicable questions. Please print clearly and use blue or black ink. Send the original together with two copies to: OMNI Management Acquisition Corp., Trustee Attn: Diocese of Stockton Confidential Claim c/o Eric R. Schwarz 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 2. YOU MAY WISH TO CONSULT AN ATTORNEY REGARDING THIS MATTER BEFORE COMPLETING THIS FORM.

3. TO BE VALID, THE PROOF OF CLAIM MUST BE SIGNED BY YOU OR YOUR ATTORNEY. If the Sexual Abuse Claimant is deceased or incapacitated, the form may be signed by the Sexual Abuse Claimant’s representative or the attorney for the decedent’s estate. If the Sexual Abuse Claimant is a minor, the form may be signed by the Sexual Abuse Claimant’s parent or legal guardian or the Sexual Abuse Claimant’s attorney.

4. THIS PROOF OF CLAIM IS FOR VICTIMS OF SEXUAL ABUSE ONLY.

For purposes of filing a Sexual Abuse Claim:

a. “Sexual Abuse” means: sexual conduct/touching or misconduct, sexual abuse, sexual misconduct or molestation, indecent assault and/or battery, rape, lascivious behavior, undue familiarity, pedophilia, ephebophilia, or sexually related psychological or emotional harm or contacts or interactions of a sexual nature between a child and an adult, or a non- consenting adult and another adult. “Sexually Abused” has a correlative meaning. A child or non-consenting adult may be Sexually Abused whether or not this activity involves explicit force, whether or not this activity involves genital or other physical contact and whether or not there is physical, psychological or emotional harm to the child or non-consenting adult. b. A “Sexual Abuse Claim” is a claim for any or all acts or omissions for which the Debtor may be legally responsible that in any way arise out of, are based upon, or involve Sexual Abuse. c. A “Sexual Abuse Claimant” is a person who asserts a Sexual Abuse Claim.

5. If you have questions about the debtor’s bankruptcy case or procedures with respect to this form, you may contact the Trustee, Eric Schwarz, at (818) 906-8300, ext. 113.

Penalty for presenting fraudulent claim: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§152 and 3571.

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PART 1. IDENTIFYING INFORMATION

A. Claimant

______First Name Middle Initial Last Name Jr/Sr/III

______Mailing Address: (If Claimant is incapacitated, is a minor or is deceased, please provide the address of the individual submitting the claim).

______City State/Prov. Zip Code (Postal Code) Country (if other than USA)

Telephone No. Home:______Work:______Cell:______

Email address:______

May we leave voicemails regarding your claim? □ yes □ no May we send confidential information to your email? □ yes □ no

Birth Date:______Month Day Year

Any other names by which the Claimant has been known:______

Social Security Number: ______

B. Claimant’s Attorney (if any)

______Law Firm Name

______Attorney’s First Name Middle Initial Last Name Jr/Sr/III

______Street Address

______City State/Prov. Zip Code (Postal Code) Country (if other than USA)

Telephone:______Fax:______Email address:______

Please continue to next page.

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PART 2: NATURE OF THE ABUSE (Attach additional sheets if necessary) a. Who committed the acts of sexual abuse or other tortious conduct? ______b. What was the abuser’s position, title, or relationship to you (if you know)? (For example, was he or she your parish priest, teacher, coach, etc.?) ______c. Where did the abuse take place? Please be specific. Include everything you can remember, including the city, state, church, school, and/or parish where the abuse occurred. ______d. When were you abused? 1. If the abuse took place over a period of time (months or years), please state when it started, when it stopped, and how many times it occurred. ______2. Please also state your age(s) and your grade(s) in school at the time the abuse took place. ______e. Please describe what happened to you. How were you abused? ______f. Did you tell anyone about the abuse? (You might have told your parents, relatives, a friend, the Diocese, your parish priest, a teacher, your doctor, a coach, an attorney, a counselor, a police officer or other law enforcement authorities, or someone else). If you did tell someone, please write down who you told and when you told them. ______g. Did you ever write a letter to or contact the Diocese, your parish, your school, or anyone else about the abuse? If so, and you have copies of any correspondence, please attach copies of the correspondence. ______h. Are you aware of anyone else abused by the abuser? □ Yes □ No If “Yes”, please provide the name(s) of those individuals ______

Please continue to next page.

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PART 3: IMPACT OF ABUSE (Attach additional sheets if necessary) If you are uncertain how to respond to this Part 4, you may leave this Part 4 blank, but you will be required to complete this Part 4 within thirty (30) days after a written request is made for the information in this Part 4

1. How did the abuse affect you? Specifically, have you sustained any injuries because of the abuse? (For example, did the abuse negatively affect your education, employment, personal relationships, or health? Did it cause you emotional, physical, or psychological injuries?) If so, please describe those injuries.

______

2. Have you sought counseling or other treatment for your injuries? If so, with whom and when? ______

PART 4. ADDITIONAL INFORMATION

1. Settlements: Have you ever agreed to settle the abuse claim that is described in this proof of claim (whether or not you filed a lawsuit)?

□ Yes □ No

If “Yes”, please describe the settlement (the amount that was or will be paid to you, when and how it was or will be paid, the date of the settlement, and the parties to the agreement). You may attach a copy of the settlement agreement if you have one.

______

2. Bankruptcy: Have you ever filed bankruptcy? □ Yes □ No If “Yes”, please provide the following information:

Name of Case:______Court:______Date Filed:______Case No.:______

Chapter: □ 7 □ 11 □ 12 □ 13 Name of Trustee:______

Date:______

Sign and print the name and title, if any, of the Abuse Claimant or other person authorized to file this claim.

Under penalty of perjury, I declare the foregoing statements to be true and correct.

Signature:______Print Name:______

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PLAN EXHIBIT 12

NON-MONETARY COMMITMENTS

NON-MONETARY UNDERTAKINGS OF THE ROMAN CATHOLIC BISHOP OF STOCKTON

1. The Reorganized Debtor1 shall comply with all policies and procedures regarding child abuse2 and vulnerable person abuse prevention for all the Diocese’s clergy, employees, representatives, agents and spokespersons and Diocese schools. The Reorganized Debtor shall also include the current policies and procedures on its website.

2. The Reorganized Debtor shall continue to require and fund annual mandatory reporting training for all of its employees and clergy who are in active ministry. Such training shall be in compliance with any laws on mandatory reporting and the internal policies and procedures of the Reorganized Debtor.

3. The Reorganized Debtor shall comply with all applicable laws regarding the reporting of abuse within the Diocese. The Reorganized Debtor will inform all priests, religious employees, lay employees, representatives, agents and spokespersons within the Diocese to report any abuse within the territory of the Diocese.

4. The Reorganized Debtor shall direct all priests, religious employees, lay employees, representatives, agents and spokespersons not to refer either verbally or in writing (including via email) to Tort Claimants as “alleged” claimants, “alleged” victims or “alleged” survivors and will require the same to refer to Tort Claimants as “survivors of clergy sexual abuse” or 3 “survivors of sexual abuse perpetrated by lay employees.”

5. For a period of no fewer than ten (10) years after the Effective Date, the Reorganized Debtor shall post through a prominent link on the Reorganized Debtor website’s home page4 a list of the names of all known priests, religious5 employees, or lay employees of the Diocese, or the current parishes, missions and schools within the geographic parameters of the Diocese, against whom credible allegations of abuse have been determined by the Reorganized Debtor in compliance with the internal policies of the Reorganized Debtor. As of the filing of the Plan, the Reorganized Debtor has already published such names both on the website of the

1 Capitalized terms used herein shall have the same meanings and definitions as in the “Debtor’s Plan of Reorganization dated ______, 2016,” [Dkt. No. ____] as may be amended. 2 References herein to “child abuse” and/or “sexual abuse” shall include the definition of the term “Abuse” contained in the Plan. 3 This provision shall not apply to any Unknown Tort Claimant who asserts that he or she was abused after the Tort Claims Bar Date until such time that the abuse described by such Unknown Tort Claimant is deemed credible by the Reorganized Debtor or an independent third party (including law enforcement). 4 For purposes of these undertakings, references to prominent links on a website homepage shall mean a clearly labeled link that does not require more than two “clicks” to access referenced materials. Any reference to the Reorganized Debtor’s homepage shall be to the principal website maintained by the Diocese at any given time. 5 “Religious” means religious of any Catholic religious order operating within the geographic boundaries of the Diocese whether or not such religious had faculties from the Diocese.

1 PLAN EXHIBIT 12 – NON-MONETARY COMMITMENTS

Reorganized Debtor and in parish bulletins. After the Effective Date, the Reorganized Debtor shall add any additional names to the list to the extent that the Reorganized Debtor determines there are additional individuals where credible allegations of abuse have been determined by the Reorganized Debtor in compliance with the internal policies and procedures of the Reorganized Debtor.

6. The Reorganized Debtor will provide a mechanism for any survivor to tell his or her story, if requested by the survivor.

7. Within sixty days after the Effective Date, the Bishop shall send letters of apology to all Tort Claimants and/or, if requested, to immediate family member(s) unless a Tort Claimant requests in writing that he or she does not wish to receive a letter. Letters of apology shall state that the survivor was not at fault for the abuse and that the Reorganized Debtor takes responsibility for the abuse. The Bishop shall personally sign the letters of apology.

8. The Bishop will personally visit each operating Parish or Catholic school in which abuse is alleged to have occurred or where identified abusers served, with a schedule to be published at least thirty (30) days in advance of each meeting (including by posting on the Reorganized Debtor’s website, posting in the Parishes, publishing in the Parish bulletins, and by reasonable notice to all Tort Claimants of any such meetings), inviting all known survivors of abuse in that Parish or geographical area to attend and shall provide a forum/discussion during his visit to address questions and comments. The Reorganized Debtor shall provide a telephone number and email address for parties to contact on a confidential basis in order to schedule a meeting. The Bishop shall be available upon reasonable notice to have a private conference with any Tort Claimant or any other person that informs the Reorganized Debtor that he or she was sexually abused by clergy, religious or employees of the Reorganized Debtor.

9. The Reorganized Debtor shall continue its existing policy to provide counseling to persons credibly claiming sexual abuse. This does not apply to Tort Claimants because they have resolved their claims through the Reorganization Case or any other persons who have resolved their claims through prior legal action. The Reorganized Debtor may, in its discretion, provide or continue to provide counseling to persons who made allegations of sexual abuse not deemed credible or to those who have already resolve their claims, but shall not be required to do so.

10. The Reorganized Debtor shall designate a person responsible for assisting victims of sexual abuse. Such person’s responsibilities shall include coordinating treatment in accordance with existing Diocesan policies. Such person shall be available for direct verbal communications with victims of sexual abuse. Contact information (phone and email) shall be posted on the Reorganized Debtor’s website. Communications from sexual abuse victims shall be returned within two (2) Business Days.

11. The Reorganized Debtor shall provide and direct the prominent display of a plaque (no smaller than 8.5 inches by 11 inches) in each operating Parish and Catholic school within the geographic boundaries of the Diocese stating: “This Parish (or school) is strongly committed to the emotional, physical, spiritual and moral wellbeing of all of its members. Abuse of any kind will not be tolerated.” Such plaques shall be ordered within sixty days of the Effective Date and will be promptly delivered to the Parishes and schools after received by the Reorganized Debtor.

2 PLAN EXHIBIT 12 – NON-MONETARY COMMITMENTS

12. The Reorganized Debtor shall continue to comply with Article 3 of the Charter for Protection of Children and Young People regarding confidentiality provisions in settlement agreements. The Reorganized Debtor shall not require a confidentiality provision in any future settlement agreements, unless requested by the survivor.

13. The Reorganized Debtor shall publish on its website home page, or its successor, as standalone documents, these non-monetary stipulations for a period of five (5) years after the Effective Date.

14. The Reorganized Debtor will provide status reports to the Trustee regarding compliance with these undertakings. The reports will be provided semi-annually for two (2) years after the Effective Date. Nothing about these continuing reporting requirements will prevent the issuance of a final decree or closing of the Reorganization Case.

15. “Priest Files” shall mean the following, whether public or non-public, to the extent such Documents relate to an Identified Abuser, all personnel files, all documents relating to the supervision, placement, and/or remedial steps taken with respect to any Identified Abuser. “Priest Files” shall also include, to the extent relating to or in any way referencing sexual abuse or alleged sexual abuse of minors, or in any other way relating to the supervision, placement, and/or remedial steps taken with respect to any Identified Abuser, the following: all documents, files, and other information including, without limitation, correspondence, in video and audio recordings, archives, electronic data and other media sources of any kind, whether public or nonpublic. “Priest Files” shall not include reports or results of psychological or psychiatric evaluations of any priest or alleged abuser. “Priest Files” shall not include documents prepared for submission to or use in a canonical process or tribunal.

16. Regarding Documents that are medical records, the Reorganized Debtor will comply with applicable laws and regulations to the extent that such laws and regulations have not been waived by the party to whom such Documents relate. The Reorganized Debtor agrees not to oppose a court order requiring the production of such Documents.

17. The Reorganized Debtor will produce to Tort Claimants or to anyone who has alleged to be a survivor of sexual or physical abuse or their designee any and all personal records of the survivor, including but not limited to school records and sacramental records within thirty (30) days of request, and such documents shall not redact the identity of the requesting sexual abuse survivor’s identity.

18. All documents produced by the Reorganized Debtor to Tort Claimants’ counsel in any prepetition litigation regarding the Abuse of a Tort Claimant may be disclosed to the Tort Claimant regardless of any orders or agreements in such litigation, subject to redaction of identifying information regarding any other Tort Claimant or survivor of sexual abuse.

19. If, prior to confirmation of a plan, a Tort Claimant wishes to see the Priest File of his or her abuser, counsel for the Committee may allow the Tort Claimant to view such file, but no copies from the file or duplicates of the file(s) will be provided to the Tort Claimant. Such production shall be limited to the procedures set forth herein, as ordered by the Bankruptcy Court or as may further be agreed to between the Committee and the Debtor. The Tort Claimant will only have access to the file of his or her abuser, and such file will be provided electronically by the

3 PLAN EXHIBIT 12 – NON-MONETARY COMMITMENTS

Committee to the Tort Claimant. Such file will be for the Tort Claimant’s eyes only and may not be duplicated in any manner. Subject to specific terms to be further agreed upon between the Committee and the Debtor, the files will be password protected, and may only be accessed by the intended recipient. The file may only be viewed by the Tort Claimant and both counsel for the Committee and the Debtor will receive notice that the file has been accessed by the intended recipient. Upon such notification, access will no longer be allowed, except as agreed upon by the Debtor and the Committee. To be clear, any duplication (including, but not limited to photographing, imaging, copying, printing, saving and scanning) of such a Priest File will be strictly forbidden by the order of the Court, and anyone who violates the Order and/or the terms of these non-monetaries may be subject to sanctions, as ordered by the Court.

20. The provisions of Paragraph 19 and Paragraph 21 below shall only apply to those Priest Files that are not publicly available. To the extent that a Priest File is publicly available, the Tort Claimant may access such files through those public websites and the Reorganized Debtor and/or the Committee are under no obligation to provide such files.

21. Counsel for the Committee shall hold the Priest Files referenced in paragraph 19 for a period of one (1) year from the Effective Date, and on the first anniversary of date of confirmation of the plan, counsel for the Committee shall destroy all such files and notify counsel for the Reorganized Debtor that those files have been destroyed. If, during this one (1) year period, a Tort Claimant wishes to view the file of his or her abuser, he or she may do so in accordance with the provisions of paragraph 18, including the possibility of sanctions if the Tort Claimant does not abide by the requirement for viewing the files and/or the order of the Court. Any Priest Files viewed by any Tort Claimant under paragraph 18 shall not contain the names of any survivors or victims other than the Tort Claimant.

4 PLAN EXHIBIT 12 – NON-MONETARY COMMITMENTS PLAN SCHEDULE 3.20 CEMETERY LOAN

CATHOLIC DIOCESE OF STOCKTON CEMETERIES UNSECURED NOTE

Holder: Catholic Diocese of Stockton Cemeteries, a California religious corporation

Address: 719 E. Harding Way Stockton, CA 95204

Maker: The Roman Catholic Bishop of Stockton, a California corporation sole

Address: 212 North San Joaquin Street Stockton, CA 95202

Principal Amount: $1,000,000.00 Date of Note: Effective Date of the Plan

PROMISE TO PAY. FOR VALUE RECEIVED, the undersigned, The Roman Catholic Bishop of Stockton , a California corporation sole (“Maker”) promises to pay to Catholic Diocese of Stockton Cemeteries, a California religious corporation (“Holder”), or order, in lawful money of the United States of America, the principal amount of ONE MILLION AND NO/100ths DOLLARS ($1,000,000.00), together with interest thereon, at the rate of three and one-quarter percent (3.25%) per annum, until paid in full and any and all other sums which may be owing to the holder of this Catholic Diocese of Stockton Cemeteries Unsecured Note by the Maker under the terms of this Catholic Diocese of Stockton Cemeteries Unsecured Note (this "Note"). Capitalized terms used and not defined will have the meaning defined in the Maker’s Plan of Reorganization dated September 20, 2016 (together with any and all amendments thereto, all exhibits and schedules thereto and all documents incorporated by reference therein, as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions thereof, collectively, the “Plan”) in The Roman Catholic Bishop of Stockton, a California corporation sole, Case No. 14-20371-C-11. The following terms shall apply to this Note:

1. UNSECURED. This Note is unsecured. 2. PAYMENT. Maker shall pay principal and interest during the first ten years in annual installments of Forty Five Thousand and 00/100 Dollars ($45,000.00) (the “Annual Payment”)as set forth in the payment schedule attached hereto as Exhibit “1-A” and incorporated herein, with the then outstanding principal at the end of ten (10) years to be paid in equal quarterly installments of interest and principal over a period of five (5) years as set forth in the payment schedule attached hereto as Exhibit “1-B” and incorporated herein The first Annual Payment shall be due and payable one year after the Effective Date of the Plan (the “First Payment Date”). Each successive Annual Payment thereafter shall be made before the anniversary date of the First Payment Date as set forth on Exhibit “1-A”. After expiration of the initial ten (10) year term, principal and interest to be paid in equal quarterly payments of Forty Six Thousand Four Hundred Ninety-Two and 74/100 Dollars ($46,492.74), on March 31, June 30, September 30 and December 31 of each year (notwithstanding any prepayment hereunder) until this Note is paid in full, provided that the entire remaining principal balance of this Note and then accrued interest shall be due and payable in a "balloon" payment on or before December 31, 2031.

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3. INTEREST CALCULATION. Interest shall be calculated on the basis of a three hundred sixty-five (365) days per year factor applied to the actual days on which there exists an unpaid balance hereunder. 4. LATE CHARGE. Maker recognizes that default in making scheduled payments when due hereunder will result in Holder incurring additional expense in servicing the loan evidenced hereby, in loss to Holder of the use of the money due and in frustration to Holder in meeting its other commitments. Maker agrees that if, for any reason, any payment due under this Note shall not be received by Holder within fifteen (15) calendar days after the date such payment is due, Holder shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages. Maker therefore agrees to pay Holder a late charge of three percent (3%) of such payment, or the maximum amount allowed by law, whichever is less, such late charge to be immediately due and payable without notice or demand by Holder. Maker acknowledges that the amounts set forth in this section are a reasonable estimate of Holder’s damages. Maker will pay late charges only once for each late payment. This section and the amounts for which it provides shall not limit Holder’s remedies under this Note, or the right to compel prompt performance thereunder. The existence of a period between the due date and the day when the holder is entitled to receive a late payment charge shall not constitute a grace period. The late payment charge shall be due whether or not the holder declares this Note in default or accelerates and demands immediate payment of the sums due hereunder. 5. APPLICATION OF PAYMENTS. Unless otherwise required by law, all payments made hereunder shall be applied first to late charges or other sums owed to Holder, next to accrued interest, and then to principal. 6. PREPAYMENT. Maker may prepay this Note in whole or in part at any time or from time to time without premium or additional interest. All prepayments under this Note shall be applied to the outstanding principal balance. 7. DEFAULT. Maker will be in default hereunder and it shall be an event of default under this Note, if any of the following happens: (A) Maker fails to make any payment when due; (B) Maker fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note; (C) from and after the date of the Note, a receiver is appointed for any part of Maker’s property, Maker makes an assignment for the benefit of creditors, or any proceeding is commenced either by Maker or against Maker under any bankruptcy or insolvency laws unrelated to the voluntary petition under Chapter 11 of the Bankruptcy Code filed by Maker on January 15, 2014, or any actions, plans or orders entered thereunder; or (D) Any creditor tries to take any of Maker’s property on or in which Holder has a lien or security interest. No waiver by Holder of any default under this Note shall be effective unless in writing. Waiver by Holder of any default under this Note shall not be deemed a waiver as to any future default. By accepting payment of any sum owed hereunder after its due date, Holder does not waive its right to require prompt payment when due of all other sums owed hereunder, to require prompt performance of all other acts required hereunder, or to declare a default for failure to do so. 8. HOLDER’S RIGHTS. Upon default, provided however, Holder gives Maker thirty(30) days written notice and opportunity to cure any default hereunder before exercising its legal rights and remedies, Holder may then declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice or demand, and then Maker will

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pay that amount. Holder may hire and pay someone else to help collect this Note or enforce Holder’s rights hereunder if Maker does not pay or an event of default occurs. Maker will also pay Holder that amount. This includes Holder’s reasonable attorneys’ fees and Holder’s reasonable legal expenses whether or not there is a lawsuit.. Maker will also pay any court costs, in addition to all other sums provided by law. Holder may delay or forego enforcing any of its rights or remedies under this Note without losing them. This Note was made, entered into, delivered, and accepted by Holder in San Joaquin County, California, and any breach of or default under this Note will be deemed to have occurred in San Joaquin County, California. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Venue shall be in the Superior court of San Joaquin County or, if federal jurisdiction exists, the federal court located in Sacramento, California. 9. USURY SAVINGS CLAUSE. Holder does not intend to contract for, charge or receive any interest or other charge which exceeds the maximum amount prescribed by the usury laws of the state of California, and by execution of this Note, Maker acknowledges that Holder has no such intent. All agreements between Maker and Holder, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no event, whether by reason of acceleration of the maturity hereof, or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the money to be loaned hereunder or otherwise or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under applicable law. If for any reason this Note or the loan it evidences or any provisions thereof should be determined to be in violation of such usury limitations and, at the time performance of such provision shall be due, should exceed the maximum amount prescribed by law, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance Holder shall ever receive as interest or otherwise an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to reduce the principal amount owing hereunder or on account of any other principal indebtedness of Maker to Holder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, such excess shall be refunded to Maker. All sums paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness of Maker to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. 10. GENERAL PROVISIONS. Maker for itself, its legal representatives, successors and assigns, respectively, severally waives presentment, demand, protest and notice of dishonor and waives any right to be released by reason of any extension of time or change, alteration or release of any security given for payment thereof. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, as Maker, shall be released from liability. All such parties agree that Holder may renew or extend (repeatedly and for any length of time) this loan, or release any party without the consent of or notice to anyone. 11. INVALIDITY OF ANY PART. If any provision or part of any provision of this Note shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity,

3 EXECUTION VERSION 1046951-3 09660-39161

CEMETERIES UNSECURED NOTE CATHOLIC DIOCESE OF STOCKTON CEMETERIES

illegality or unenforceability shall not affect any other provisions of this Note and this Note shall be construed as if such invalid, illegal or unenforceable provisions or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability. 12. NOTICES. Any notice required or permitted to be given shall be deemed to have been properly given when delivered in person, or when sent by facsimile or other electronic means and electronic confirmation of error-free receipt is received, or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at its last known address. 13. MISCELLANEOUS. In this Note, time shall be of the essence for the performance of each and every covenant of the Maker. The term Holder shall refer to any subsequent holder of this Note. This Note may only be modified by a written agreement signed by the Maker and Holder. 14. DELIVERY OF PAYMENT. Unless and until Holder otherwise notices Maker, all payments made on this Note and all notices given hereunder, shall be made payable to and in the name of Holder at the address set forth in the preamble to this Note. 15. TENSE; GENDER; DEFINED TERMS; SECTION HEADINGS. As used herein, the singular includes the plural and the plural includes the singular. A reference to any gender also applies to any other gender. Defined terms are capitalized throughout. The section headings are for convenience only and are not part of this Note. 16. BINDING NATURE. This Note shall inure to the benefit of and be enforceable by Holder and the Holder’s successors and assigns and any other person to whom the Holder or any holder may grant an interest in the Maker’s obligations hereunder, and shall be binding and enforceable against the Maker and the Maker’s successors and assigns. 17. COUNTERPARTS; FACSIMILE. This Note may be executed by facsimile and/or in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute but one and the same instrument. This Note shall become binding only when each party hereto has executed and delivered to the other parties one or more counterparts.

MAKER: HOLDER: THE ROMAN CATHOLIC BISHOP OF CATHOLIC DIOCESE OF STOCKTON STOCKTON, A CALIFORNIA CORPORATION CEMETERIES, A CALIFORNIA RELIGIOUS SOLE CORPORATION

By ______By ______Printed Name: ______INCUMBANT ROMAN CATHOLIC Title: ______BISHOP OF STOCKTON

4 EXECUTION VERSION 1046951-3 09660-39161

EXHIBIT 1-A 'AMORTIZATION SCHEDULE WITH ANNUAL PAYMENTS - INITIAL 10 YEARS

Principal $1,000,000.00 Annual Interest Rate 3.25% Term (years) 10.00 Anticipated Effective Date of the Note 12/31/2016 *If the First Payment Date is other than December 31, 2017, then each successive annual payment identified herein, shall be revised such that it is one year from the prior payment (i.e. If the First Payment Date pursuant to the terms of the Note is determined to be January 15, 2018; each successive annual payment shall be paid on January 15 of each year thereafter during the ten year term)

Payment Principal Total Principal Pmt Due on or Beginning Principal & Ending # Before Balance Interest Principal Interest Pmt Balance

First Payment 1 Date 1,000,000.00 32,500.00 12,500.00 45,000.00 987,500.00 2 12/31/18 987,500.00 32,093.75 12,906.25 45,000.00 974,593.75 3 12/31/19 974,593.75 31,674.30 13,325.70 45,000.00 961,268.05 4 12/31/20 961,268.05 31,241.21 13,758.79 45,000.00 947,509.26 5 12/31/21 947,509.26 30,794.05 14,205.95 45,000.00 933,303.31 6 12/31/22 933,303.31 30,332.36 14,667.64 45,000.00 918,635.67 7 12/31/23 918,635.67 29,855.66 15,144.34 45,000.00 903,491.33 8 12/31/24 903,491.33 29,363.47 15,636.53 45,000.00 887,854.80 9 12/31/25 887,854.80 28,855.28 16,144.72 45,000.00 871,710.08 10 12/31/26 871,710.08 28,330.58 16,669.42 45,000.00 855,040.66 Totals $305,040.66 # $144,959.34 $450,000.00 EXHIBIT 1-B'AMORTIZATION SCHEDULE WITH QUARTERLY PAYMENTS -FINAL 5 YEARS

Principal $855,040.66 Annual Interest Rate 3.250% Term (years) 5.00 Quarterly Principal & Interest Payment $46,492.74 First Payment Date 03/31/27 Balloon Payment$46,492.69 on 12/31/2031

*Note that the Final Ballon Payment may need to be adjusted dependent on the Effective Date of the Note to account for accrued interest over 90 days from the end of the 10-year period until the commencement of the initial March 31 quarter payment

Payment Principal Total Principal Pmt Due on or Beginning Principal & Ending # Before Balance Interest Principal Interest Pmt Balance

1 3/31/2027 855,040.66 6,947.21 39,545.53 46,492.74 815,495.13 2 6/30/2027 815,495.13 6,625.90 39,866.84 46,492.74 775,628.29 3 9/30/2027 775,628.29 6,301.98 40,190.76 46,492.74 735,437.53 4 12/31/2027 735,437.53 5,975.43 40,517.31 46,492.74 694,920.22 5 3/31/2028 694,920.22 5,646.23 40,846.51 46,492.74 654,073.71 6 6/30/2028 654,073.71 5,314.35 41,178.39 46,492.74 612,895.32 7 9/30/2028 612,895.32 4,979.77 41,512.97 46,492.74 571,382.35 8 12/31/2028 571,382.35 4,642.48 41,850.26 46,492.74 529,532.09 9 3/31/2029 529,532.09 4,302.45 42,190.29 46,492.74 487,341.80 10 6/30/2029 487,341.80 3,959.65 42,533.09 46,492.74 444,808.71 11 9/30/2029 444,808.71 3,614.07 42,878.67 46,492.74 401,930.04 12 12/31/2029 401,930.04 3,265.68 43,227.06 46,492.74 358,702.98 13 3/31/2030 358,702.98 2,914.46 43,578.28 46,492.74 315,124.70 14 6/30/2030 315,124.70 2,560.39 43,932.35 46,492.74 271,192.35 15 9/30/2030 271,192.35 2,203.44 44,289.30 46,492.74 226,903.05 16 12/31/2030 226,903.05 1,843.59 44,649.15 46,492.74 182,253.90 17 3/31/2031 182,253.90 1,480.81 45,011.93 46,492.74 137,241.97 18 6/30/2031 137,241.97 1,115.09 45,377.65 46,492.74 91,864.32 19 9/30/2031 91,864.32 746.40 45,746.34 46,492.74 46,117.98 20 12/31/2031 46,117.98 374.71 46,117.98 46,492.69 0.00 74,814.09 855,040.66 PLAN SCHEDULE 3.39 DIOCESE PARTIES

PLAN SCHEDULE 3.39 – DIOCESE PARTIES

Parishes Pastor of Presentation Church, a Corporation Sole Pastor of St. Stanislaus Church, a Corporation Sole Pastor of St. Anne Church, a Corporation Sole Pastor of Cathedral of the Annunciation, a Corporation Sole Pastor of St. George Church, a Corporation Sole Pastor of St. Anthony Church of Manteca, a Corporation Sole Pastor of St. Mary of the Annunciation Church, a Corporation Sole Pastor of All Saints University Church, a Corporation Sole Pastor of St. Bernadette Church, a Corporation Sole Pastor of St. Gertrude Church, a Corporation Sole Pastor of St. Luke Church of Stockton, a Corporation Sole Pastor of St. Mary of the Assumption Church. a Corporation Sole Pastor of St. Michael Church of Stockton, a Corporation Sole Pastor of St. Linus Church, a Corporation Sole Pastor of St. Edward Church, a Corporation Sole Pastor of Our Lady of Guadalupe Church, a Corporation Sole Pastor of St. Patrick Church of Ripon, a Corporation Sole Pastor of St. Joachim Church of Lockeford, a Corporation Sole Pastor of St. Bernard Church, a Corporation Sole Pastor of Holy Cross Church, a Corporation Sole Pastor of St. Patrick Church of Angels Camp, a Corporation Sole Pastor of St. Andrew Church of San Andreas, a Corporation Sole, aka St. Thomas Mission Pastor of St. Joseph Church of Mammoth Lakes, a Corporation Sole Pastor of St. Jude Church, a Corporation Sole Pastor of St. Anthony Church of Hughson, a Corporation Sole Pastor of Holy Family Church, a Corporation Sole Pastor of Our Lady of Fatima Church, a Corporation Sole Pastor of St. Joseph Church of Modesto, a Corporation Sole Pastor of St. Joachim Church of Newman, a Corporation Sole Pastor of Sacred Heart Church of Patterson, a Corporation Sole Pastor of St. Frances of Rome Church, a Corporation Sole Pastor of Sacred Heart Church of Turlock, a Corporation Sole Pastor of Our Lady of the Assumption of the Portuguese Church, a Corporation Sole Pastor of St. Patrick Church of Sonora, a Corporation Sole Pastor of All Saints Church, a Corporation Sole Other Catholic Entities St. Mary’s High School, a California nonprofit religious corporation St. Mary’s High School Foundation, a California nonprofit public benefit corporation Central Catholic High School, a California nonprofit religious corporation Central Catholic High School Foundation, a California nonprofit public benefit corporation Catholic Charities of the Diocese of Stockton, a California nonprofit public benefit corporation Church for Tomorrow Fund SEEDS, GROWING FAITH THROUGH STUDENT SCHOLARSHIPS WITHIN THE ROMAN CATHOLIC DIOCESE OF STOCKTON, a California nonprofit religious corporation Catholic Diocese of Stockton Cemeteries, a California nonprofit religious corporation Madonna of Peace Retreat Center, a California nonprofit religious corporation The Roman Catholic Welfare Corporation of Stockton, a California corporation

PLAN SCHEDULE 3.39 – DIOCESE PARTIES

PLAN SCHEDULE 3.95 PRIEST RETIREMENT CLAIMS

Plan Schedule 3.95 – Class 9 Priest Retirement Claim Proof of Claim Numbers

Claimant Claim No. Claimant Claim No. Rev. Ray Abella 24 Rev. Titian Miani 61 and 98 Rev. Gilberto Arango 57 Rev. William Moore 79 Rev. Alvaro Araque 25 Rev. Francisco Naranjo 95 Rev. Jorge Arboleda 102 and 109 Rev. Luis G. Navarro 36 Rev. Msgr. John Armistead STL 16 Rev. Hung Nguyen 80 Rev. Lonachan Arouje 114 Rev. Matthew O’Donnell 17 Rev. Misael Avila 64 Rev. Alexandre Pacheco 70 Rev. Fernando Barrera 59 Rev. Robert Pereira 58 Rev. Ramon Bejarano 74 Rev. Rolando Petronio 38 Most Rev. Stephen E. Blaire 14 Rev. Khoi Pham 49 Rev. Michael L. Brady 40 Rev. Benjamin Puente 21 Rev. Msgr. James E. Cain 46 and 73 Rev. Gustavo Quintero 35 Rev. Francisco Campechano 108 Rev. Thomas Rajanayagam 116 Rev. Peter Carota 117 Rev. Msgr. Ivo Rocha 26 Rev. Antony Chacko 48 Rev. Jovito Roldan, JCL 92 Rev. Patrick Curran 54 Rev. Msgr. Richard J. Ryan 18 Rev. Alvaro H. Delgado 106 and 107 Rev. William J. Ryan 110 Rev. Msgr. Edward Donohoe 37 Rev. Jose Serna 30 Rev. David Dutra 29 Rev. Robert Silva 23 Rev. John Fitzgerald 20 Rev. Msgr. Harmon Skillin, JCD 101 and 115 Rev. John J. Foster, JCD 94 Rev. Manuel F. Sousa 53 Rev. Camilo Garcia 84 Fr. Hamilton Suarez 66 Rev. Louis Garcia 78 Rev. Leo Suarez 22 Rev. Lawrence Guerrero 56 Rev. Eugene D. Trainer 83 Rev. Jose Luis Gutierrez 111 Rev. Armando Vergara 62 Rev. Joseph Illo 60 Rev. Mark Wagner 50 Rev. William Kraft 39 Rev. J. Patrick Walker 63 Rev. Salvador Ledesma 47 Rev. Brandon Ware 15 and 55 Rev. William McDonald 44 Rev. Samuel West 28 Rev. Dean McFalls 65 Rev. Nathan R. White 34 Rev. Ernesto Madrigal 42 Rev. Jeffrey Wilson 27 Rev. Enda Maguire 112 Rev. Samuel Woods 72 Rev. Martin Garcia Marin 19 Rev. Octavio Zavala 51 Rev. Lawrence McGovern 71

PLAN SCHEDULE 3.95 – CLASS 9 PRIEST RETIREMENT CLAIM PROOF OF CLAIM NUMBERS PLAN SCHEDULE 3.117 RETAINED CLAIMS SCHEDULE 3.117

Retained Claims

Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtor shall retain and may enforce all rights to commence and pursue, as appropriate, any and all of the Debtor’s Claims or causes of action, whether arising before or after the Petition Date and the Reorganized Debtor’s right to commence, prosecute, or settle such Claims or causes of action shall be preserved notwithstanding the occurrence of the Effective Date. The Reorganized Debtor may pursue such Claims or causes of action, as appropriate, in accordance with the best interests of the Reorganized Debtor. No Entity may rely on the absence of a specific reference in the Plan, the Disclosure Statement, or this Schedule 3.117 to any of the Claims or causes of action against it as any indication that the Debtor or the Reorganized Debtor will not pursue any and all of their available Claims or causes of action against it. The Debtor and the Reorganized Debtor expressly reserve all rights to prosecute any and all of their Claims or causes of action against any Entity, except as otherwise expressly provided in the Plan or a Final Order. Unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, the Reorganized Debtor expressly reserves all such Claims or causes of action, for later adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise), or laches, shall apply to such Claims or causes of action upon, after, or as a consequence of the confirmation or consummation.

Further, subject to the releases set forth in Sections 23.13 and 23.14 of the Plan, the Reorganized Debtor reserves and shall retain the foregoing Debtor’s Claims or causes of action notwithstanding the assumption, rejection or repudiation of any Executory Contract or unexpired lease during the Reorganization Case or pursuant to the Plan. In accordance with Bankruptcy Code § 1123(b)(3), any Claims or causes of action that the Debtor may hold against an Entity shall vest in the Reorganized Debtor. The Reorganized Debtor, through its authorized agents or representatives, shall retain and may exclusively enforce any and all such Claims or causes of action. The Reorganized Debtor 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 Claims or 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.

Without limiting the generality of Sections 23.9 and 23.19 of the Plan but subject to the releases set forth or identified in the Plan, the following lists include specific types of Claims or causes of actions expressly preserved by the Debtor and the Reorganized Debtor, including without limitation:

(1) claims related to contracts and leases;

(2) claims related to insurance policies;

1 Schedule 3.117

(3) claims related to deposits, adequate assurance postings, and other collateral postings;

(4) claims related to liens;

(5) claims, defenses, cross-claims, and counter-claims related to litigation and possible litigation;

(6) claims related to accounts receivable and accounts payable;

(7) claims related to tax refunds.

(1) Claims Related to Contracts and Leases

The following list includes contracts and leases to which the Debtor is a party. Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves the Claims or causes of action, based in whole or in part upon any and all contracts and leases to which the Debtor or Reorganized Debtor is a party or pursuant to which the Debtor or Reorganized Debtor has any rights whatsoever, regardless of whether such contract or lease is included on the list below. The Claims or causes of actions reserved include, without limitation, Claims or causes of action against vendors, suppliers of goods or services, or any other parties: (a) for overpayments, back charges, duplicate payments, improper holdbacks, deposits, warranties, guarantees, indemnities, recoupment, or setoff; (b) for wrongful or improper termination, suspension of services or supply of goods, or failure to meet other contractual or regulatory obligations; (c) for failure to fully perform or to condition performance on additional requirements under contracts with the Debtor before the assumption or rejection, if applicable, of such contracts; (d) for payments, deposits, holdbacks, reserves, or other amounts owed by any creditor, utility, supplier, vendor, insurer, surety, factor, lender, bondholder, lessor, or other party; (e) for any liens, including mechanic’s, artisan’s, materialmen’s, possessory, or statutory liens held by the Debtor; (f) arising out of environmental or contaminant exposure matters against landlords, lessors, environmental consultants, environmental agencies, or suppliers of environmental services or goods; (g) counter-claims and defenses related to any contractual obligations; (h) any turnover actions arising under Bankruptcy Code §§ 542 or 543; and (i) for unfair competition, interference with contract or potential business advantage, breach of contract, infringement of intellectual property, or any business tort claims.

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE ABS Direct Postage services 4724 Enterprise Way Modesto, CA 95356

2 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE ACI Specialty Benefits Agreement to provide Wellness Program Theresa Baptiste VP Service Outcomes 6480 Weathers Place, Suite 300 San Diego, CA 92121 Allied Irish Bank Care Home Services for Fr. James O’Dwyer 65-67 O’Connell Street Clonmel, Co. Tipperary Ireland American Corporate Security Security for events One World Trade Center, Suite 1240 Long Beach, CA 90831-1240 Angelina’s Caterer 1563 E Fremont St Stockton, CA 95205 Arthur J. Gallagher & Co. Insurance broker 1255 Battery Street, Suite 450 San Francisco, CA 94111 AT&T Yellow Pages Advertising Advertising contract Stockton Sales Office 2575 Grand Canal Blvd. Stockton, CA 95207 Basic Pacific AKA CBA Flex Spending Administrators P.O. Box 2170 Rocklin, CA 95677 Blackbaud Yearly Software Maintenance Agreement 2000 Daniel Island Drive Charleston, SC 29492 Blue Shield of California Administrative Services Agreement Attn: Jeffery Hermosillo, Sr. Vice-President Enterprise Sales & Service 50 Beale Street San Francisco, CA 94105 California Province of the Society of Jesus Contract re Confessors for Priests c/o Sacred Heart Jesuit Center Post Office Box 128 Los Gatos, CA 95031 California Water Supply Water Service P O Box 940001 San Jose, CA 95194-0001 Casey Moving Systems/Records Management Record Storage 2209 Fairview Drive Ceres, CA 95307 Catholic Diocese of Stockton Cemeteries Service Agreement for Catholic Diocese of Stockton Contact Person: Al Vigil Cemeteries: San Joaquin Catholic Cemetery, San Joaquin Catholic Cemetery Stockton, CA; St John’s Cemetery, P.O. Box 1137 Escalon, CA; and St Stanislaus Cemetery, Modesto, CA Stockton, CA 95201 Central Catholic High School Service Agreement for Central Catholic High School Contact Name: Mr. James Pecchenino 200 S Carpenter Road Modesto, CA 95351

3 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE Central Parking System Garage Parking – Staff & Board Members 1414 K Street, Suite 450 Sacramento, CA 95814 Church for Tomorrow Service Agreement 212 N San Joaquin Street Stockton CA 95202 City of Modesto License Agreement Modesto Centre Plaza 1000 L St Modesto, CA 95354 City of Stockton Central Parking District Garage Parking – Staff & Board Members 123 North San Joaquin Street Stockton, CA 95202 Colonial Supplemental Insurance PO Box 903 Columbia, SC 29202-0903 Custom Benefit Administrators Administrative Services Agreement Robert P. Hayes, Owner PO Box 2170 Rocklin, CA 95677 Delta Health System Health Insurance Administrators PO Box 1147 Stockton, CA 95201 Dennis Devencenzi Stipend for CYO 3251 Warmke Lane $750.00 monthly Stockton, CA 95206 1099 Digital Innovation Inc. Annual Maintenance and Support Services 302 Dove Court for “Case Master” Forest Hill, MD 21050 Dove Project Management Asbestos Hazard Emergency Response Act (AHERA) Re- 2662 Chassella Way Inspection Contract Rancho Cordova, CA 95670 Eucharistic Franciscan Religious Order Work Agreement for Sr. Gloria DeJesus 1205 North San Joaquin Street Stockton, CA 95202 FedEx Delivery Service P O Box 7221 Pasadena, CA 91109-7321 Fr. Gilberto Arango Translation Services 1225 Olive Avenue Oakdale, CA 95361 Goldman Architects Architect for the refurbishment of the Cathedral 172 Russ Street Anticipated through November 2014 San Francisco, CA 94103 Guadalupan Missionaries 3 Religious Order Work Agreement s for Sr. Rosa Maria 5467 West 8th Street Hernandez, Sr. Maria Edith Lugo and Sr. Senorina Alba Los Angeles, CA 90036 HealthSmart Benefit Solutions, Inc. Administrative services contract for retired priests P.O. Box 93670 supplemental health benefits Lubbock, TX 79493-3670 Interlogic Outsourcing, Inc. Payroll processor PO Box 2808 Elkhart, IN 46515

4 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE IT Solutions-Currie IT/Computers Services Support 1801 Tully Road, Suite E Modesto, CA 95350 James Neves Remodeling Contract for residential kitchen at Newman 9702 Angel Court House, University of the Pacific, 4101 Manchester Stockton, CA 95207 Avenue, Stockton, CA 95207 Jesuit Retreat Center of Los Altos Rachel’s Vineyard Retreat 300 Manresa Way June 6-8 2014 Los Altos, CA 94022 John Botsford – Actuary Lay Employee’s Pension Plan Milliman & Company Consulting Services Agreement 650 California Street, 17th Floor San Francisco, CA 94108 Kelly C. Amato, J.D., AIF – Partner 403(b) Retirement Savings Plan Consultants NFP D/A Financial 3470 Mt. Diablo Blvd., Suite A100 Lafayette, CA 94549 Ken Schlosser 403(b) Administration and other Services Agreement The Standard 1600 Riviera, Suite 150 Walnut Creek, CA 94956 LawRoom License agreement for online training 1277 Treat Blvd., Suite 620 Walnut Creek, CA 94597 Lynn Harris Chair RCIA Board 5013 Durley Drive 2013-2014 Salida, CA 95368 Madonna of Peace Retreat Center Service Agreement for Madonna of Peace Retreat Center P.O. Box 71 Copperopolis, CA 95228 MailFinance/Neopost USA Company Postage Machine Lease#N12122283 25881 Network Place Chicago, IL 60673 Maria Esther Ramirez Translator for the Tribunal 992 E. Edison Street Manteca, CA 95336 Michael Bruch Website Work Services 4117 Galenez Way Antioch, CA 94531 Modesto Centre Plaza Hispanic Youth Congress 1000 L Street March 21-23, 2014 Modesto, CA 95354 Moss Adams LLP Independent auditors PO Box 748369 Los Angeles, CA 90074-8369 National Consolidated Couriers Courier services Attn: Accts Receivable P.O. Box 2113 San Leandro, CA 94577 Net Ministries Parish Retreats 110 Crusader Ave West April 3-16 2014 West St. Paul, MN 55118-4427

5 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE NFP Advisor Services, LLC 403 B Plan Administrator 3470 Mt. Diablo Blvd. Ste. A100 Lafayette, CA 94549 Otis Elevator Company Elevator Maintenance 4604 Roseville Road, Suite 112 North Highlands, CA 95660 ParishSoft Software Maintenance 825 Victors Way, Suite 200 Ann Arbor, MI 48108 Pastor Cathedral of the Annunciation Service Agreement for Cathedral of the Annunciation and Contact Person: Msgr John Armistead related PK-8 school, Stockton, CA 425 W. Magnolia St. Stockton, CA 95203 Pastor of All Saints Church Service Agreement for All Saints Church and St Joseph Contact Person: Rev John Fitzgerald Mission, Tuolumne City, CA P.O. Box 642 Twain Harte, CA 95383 Pastor of All Saints University Church Service Agreement for All Saints University Parish Contact Person: Rev Matthew O'Donnell 4040 McKenna Dr. Turlock, CA 95382 Pastor of Cathedral of the Annunciation Ministerial Service Agreement Msgr. John Armistead 425 West Magnolia Street Stockton, CA 95203-2412 Pastor of Holy Cross Church Service Agreement for Holy Cross Church Contact Person: Robert Silva PO Box 52 Linden, CA 95236 Pastor of Holy Family Church Service Agreement for Holy Family Church Contact Person: Rev Jose Serna 4212 Dale Rd. Modesto, CA 95356 Pastor of Our Lady of Fatima Church Service Agreement for Our Lady of Fatima Church and Contact Person: Rev Khoi Pham related K-8 school, Modesto, CA 505 W. Granger Ave. Modesto, CA 95350 Pastor of Our Lady of Guadalupe Church Service Agreement for Our Lady of Guadalupe Church Contact Person: Rev Francisco Naranjo 16200 Cambridge Dr. Lathrop, CA 95330 Pastor of Our Lady of the Assumption of the Service Agreement for Our Lady of the Assumption Portuguese Church Portuguese Church Contact Person: Rev Manuel Sousa PO Box 2030 Turlock, CA 95381 Pastor of Presentation Church Service Agreement for Church of the Presentation and Contact Person: Msgr Lawrence McGovern related K-8 school, Stockton, CA 6715 Leesburg Pl. Stockton, CA 95207 Pastor of Sacred Heart Church of Patterson Service Agreement for Sacred Heart Church, related PK-8 Contact Person: Rev Rex Hays school, Patterson, CA and Immaculate Heart of Mary 529 "I" St Mission, Crows Landing, CA Patterson, CA 95363

6 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE Pastor of Sacred Heart Church of Turlock Service Agreement for Sacred Heart Church and related Contact Person: Rev Jose Salvador Ledesma PK-8 school, Turlock, CA 1301 Cooper Ave. Turlock, CA 95380 Pastor of St Anne Church Service Agreement for St Anne Church and related K-8 Contact Person: Rev Brandon Ware school, Stockton, CA and Mater Ecclesiae Mission, P. O. Box 480 Thornton, CA 95241 Lodi CA 95241 Pastor of St Anthony Church of Hughson Service Agreement for St Anthony Church, and St Louis Contact Person: Rev Armando Vergara Mission, La Grange, CA 7820 Fox Rd. Hughson, CA 95326 Pastor of St Anthony Church of Manteca Service Agreement for St Anthony Church and related Contact Person: Rev J Patrick Walker PK-8 school, Manteca, CA 505 E North Ave Manteca, CA 95336 Pastor of St Bernadette Church Service Agreement for St Bernadette Church Contact Person: Rev. John Peter Pragasam 2544 Plymouth Rd Stockton, CA 95204 Pastor of St Bernard Church Service Agreement for St Bernard Church, related K-8 Contact Person: Rev Msgr Ivo Rocha school, and Holy Family Center, Tracy, CA 163 W. Eaton Ave Tracy, CA 95376 Pastor of St Frances of Rome Church Service Agreement for St Frances of Rome Church Contact Person: Rev Misael Avila 2827 Topeka St Riverbank, CA 95367 Pastor of St George Church Service Agreement for St George Church and related K-8 Contact Person: Rev David Dutra school, Stockton CA and Good Shepherd Mission, French 120 W Fifth St. Camp, CA Stockton CA 95206 Pastor of St Gertrude Church Service Agreement for St Gertrude Church Contact Person: Rev Alvaro Araque 1663 E. Main St. Stockton CA 95205 Pastor of St Joachim Church of Lockeford Service Agreement for St Joachim Church in Lockeford, Contact Person: Rev Sam Woods CA PO Box 232 Lockeford, CA 95237 Pastor of St Joachim Church of Newman Service Agreement for St Joachim Church in Newman, Contact Person: Rev Martin Garcia Marin CA 1121 Main Street Newman, CA 95360 Pastor of St Joseph Church of Mammoth Lakes Service Agreement for St Joseph Church, Infant of Prague Contact Person: Rev Jorge Roman del Real Mission, Bridgeport, CA, Our Lady of the Valley Mission, PO Box 372 Walker/Colville, CA, and Our Savior of the Mountains Mammoth Lakes, CA 93546 Mission, Lee Vining, CA Pastor of St Joseph Church of Modesto Service Agreement for St Joseph Church in Modesto, CA Contact Person: Rev Mark Wagner 1813 Oakdale Rd. Modesto, CA 95355

7 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE Pastor of St Jude Church Service Agreement for St Jude Church Contact Person: Rev Ariel Munoz-Sanchez 3824 Mitchell Rd. Ceres, CA 95307 Pastor of St Linus Church Service Agreement for St. Linus Church Contact Person: Rev Gustavo Quintero 2620 S. "B" St. Stockton CA 95206 Pastor of St Luke Church of Stockton Service Agreement for St Luke Church, related K-8 Contact Person: Rev Gael Sullivan school, and Mary, Help of Christian Center, Stockton CA 3847 N Sutter St. Stockton, CA 95204 Pastor of St Mary of the Annunciation Church Service Agreement for St Mary of the Annunciation Contact Person: Rev Richard Morse Church in Oakdale, CA 1225 Olive St. Oakdale, CA 95361 Pastor of St Mary of the Assumption Church Service Agreement for St Mary of the Assumption Church Contact Person: Rev Jose Luis Gutierrez in Stockton, CA 203 E Washington St. Stockton, CA 95202 Pastor of St Mary of the Assumption Church Ministerial Services Agreement Contact Person: Rev Jose Luis Gutierrez 203 E Washington St. Stockton, CA 95202 Pastor of St Michael Church of Stockton Service Agreement for St Michael Church Contact Person: Rev Msgr Agustin Gialogo 5882 N Ashley Ln. Stockton, CA 95215 Pastor of St Patrick Church of Angels Camp Service Agreement for St Patrick Church, Our Lady of the Contact Person: Rev Rolando Petronio Sierra Mission, Arnold, CA, St Patrick Mission, Murphys, PO Box 576 CA, and St Ignatius Mission, Copperopolis, CA Angels Camp, CA 95222 Pastor of St Patrick Church of Ripon Service Agreement for St Patrick Church in Ripon Contact Person: Jeffrey Wilson 19399 E Highway 120 Ripon, CA 95366 Pastor of St Patrick Church of Sonora Service Agreement for St Patrick Church, Our Lady of Mt Contact Person: Rev Ray Abella Carmel, Big Oak Flat, CA 116 W Bradford St Sonora, CA 95370 Pastor of St Stanislaus Church Service Agreement for St Stanislaus Church and related Contact Person: Rev Ramon Bejarano PK-8 school, Modesto, CA 709 J St. Modesto, CA 95354 Pastor of St. Andrew Church of San Andreas Service Agreement for St Andrew Church, St Thomas Contact Person: Rev Lonachan Arouje Aquinas Mission, Mokelumne Hill, CA and Our Lady of PO Box 550 Fatima Mission, West Pointe, CA San Andreas, CA 95249 Pastor St Edward Church Service Agreement for St Edward Church Contact Person: Rev Alvaro Delgado 731 S Cardinal Ave. Stockton, CA 95215

8 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE Paychex Benefit Technologies, Inc. Database Service Contract dba BeneTrac 2385 Northside Drive, Suite 100 San Diego, CA 92108 Pension Inc. 403 B Plan Administrator c/o Superior USA 525 Lake Ave South, Suite 410 Duluth, MN 55802 Premier Life Administrative services contract for dental benefit plan Premier Access Insurance Co. PO Box 659010 Sacramento, CA 95865-9010 Queirolo’s Heating & Air Conditioning, Inc. HVAC Preventative Maintenance 310 West Norwich Drive Stockton, CA 95207 Rafael E. Anaya Remodeling Contract for residential kitchen at Newman Remodeling, Repair and Maintenance House, University of the Pacific, 4101 Manchester P.O. Box 690512 Avenue, Stockton, CA 95207 Stockton, CA 95269 Ray Morgan Company Maintenance Agreement for 16 copiers and or printers 3131 Esplanade Chico, CA 95973 Rev. J. Philip Horrigan Consultant for the Cathedral Refurbishment 7631 N. Eastlake Terrace #2B Anticipated through November 2014 Chicago, Il 60626 S&L Cleaning Services, Inc. Janitorial Services 550 Sandy Lane, Apt. 421 Ripon, CA 95366-9238 Sacro Costato Missionary Religious Order Work Agreement for Sr. Wanda Billion 230 East Atlee Street Stockton, CA 95204 San Damiano Retreat Annual Deacon Retreat Scheduled October, 2014, Post Office Box 767 Contract # 7096 Danville, CA 94526 We Remember, We Believe Program Scheduled July, 2014, Contract #7052 Annual Clergy Retreat Scheduled May, 2014, Contract # 7075 Sisters of Notre Dame De Namur 2 Religious Order Work Agreements for Sr. Terry Davis 1520 Ralston Avenue and Sr. Barbara Thiella Belmont, CA 94002-1908 Sisters of the Cross Room & Board for Priests from California Province of the 1320 Maze Blvd. Society of Jesus Modesto, CA 95351 Sonitrol Alarm System Post Office Box 9189 Fresno, CA 93191 SP Plus Corporation Parking Garage PO Box 790402 St. Louis, MO 63179-0402 St Mary’s High School Service Agreement for St Mary’s High School Contact Name: Rev John Fallon P.O. Box 7247 Stockton, CA 95267

9 Schedule 3.117

OTHER PARTIES TO CONTRACT OR DESCRIPTION OF CONTRACT OR LEASE LEASE Standard Insurance Company 403 B Plan Administrator 75 Remittance Dr. Suite 1892 Chicago, IL 60675-1892 Stockton Scavengers Trash/Green Waste Disposal PO Box 541065 Los Angeles, CA 90054-1065 Superior Vision Administrative services contract for vision benefit plan Kimberley Hess Sr. VP Operations 11101 White Rock Rd., Suite 150 Rancho Cordova, CA 95670 TelePacific Communications Office phones lines 72 Corporate Park Irvine, CA 92606 The Roman Catholic Welfare Corp of Stockton Service Agreement 212 N San Joaquin Street Stockton CA 95202 Tricor America, Inc. Courier services P.O. Box 8100 - S.F.I.A. San Francisco, CA 94128 U.S. Bank Institutional Trust & Custody Lay Pension Plan 1420 Kettner Blvd., Suite 200 LM-CA-K2SB San Diego, CA 92101 U.S. Bank Institutional Trust & Custody Qualified Priest Pension Plan 1420 Kettner Blvd., Suite 200 LM-CA-K2SB San Diego, CA 92101 U.S. Bank Institutional Trust & Custody Priest Pension Plan 1420 Kettner Blvd., Suite 200 LM-CA-K2SB San Diego, CA 92101 US Bank Equipment Finance Lease for 16 copiers and / or printers 1310 Madrid Street, #101 Marshall, MN 56258-4002 USI Insurance Services of Northern California, Inc. Health and benefits broker services agreement 2021 W March Lane, 3rd Floor Stockton, CA 95207 Verizon Wireless Agreements for 7 Cell phones 6123 Pacific Avenue Stockton, CA 95207 Vernal Warren Gardening Post Office Box 6511 Stockton, CA 95206 Waste Management Trash/Green Waste Disposal 1240 Navy Drive Stockton, CA 95203 Waterlogic USA Water/Coffee Service 185 Mason Circle, Suite B Concord, CA 94520

10 Schedule 3.117

(2) Claims Related to Insurance Policies

The following list includes insurance contracts and policies to which the Debtor is a party. Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, sold or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action based in whole or in part upon any and all insurance contracts and insurance policies to which the Debtor or Reorganized Debtor is a party or pursuant to which the Debtor or Reorganized Debtor has any rights whatsoever, regardless of whether such contract or policy is included on the list below, including Claims or causes of action against insurance carriers, reinsurance carriers, insurance brokers, underwriters, occurrence carriers, or surety bond issuers relating to coverage, indemnity, contribution, reimbursement, or any other matters.

COMPANY PERIOD OF TYPE POLICY NO. COVERAGE Allied World National 7/1/14-7/1/15 Excess Liability - XS 03076220 Assurance Company WCIC Allied World National 7/1/15- 7/1/16 Excess Liability - XS 03076220 Assurance Company WCIC Allied World National 7/1/16-7/1/17 Excess Liability (XS 03076220 Assurance Company WCIC) Arch 7/1/13-7/1/14 Excess Property ESP730042800 Atlantic Specialty Insurance 10/1/13-10/1/14 TULIP General Liability GL0014205 Company Atlantic Specialty Insurance 10/1/13-10/1/14 TULIP 3rd Party Property PF0006605 Company Atlantic Specialty Insurance 10/1/14-10/1/15 TULIP GL GL0014206 Company Atlantic Specialty Insurance 10/1/14-10/1/15 Property Floater PF0006606 Company Atlantic Specialty Insurance 10/1/15-10/1/16 Tenant Users Liability GL0014207 Company (TULIP) Atlantic Specialty Insurance 10/1/15-10/1/16 Tenant Users Property PF0006607 Company Floater (TULIP) Atlantic Specialty Insurance 10/1/16-10/1/17 Tenant Users Liability GL0014208 Company (TULIP) Atlantic Specialty Insurance 10/1/16-10/1/17 Tenant Users Property PF0006608 Company Floater (TULIP) Axis 7/1/13- 7/1/14 Excess Property ESG77510813 Axis Surplus Insurance 7/1/14-7/1/15 All Risk Property Excess ESG775108‐14 Company Axis Surplus Insurance 7/1/15-7/1/16 All Risk Property Excess ESG77510815 Company Axis Surplus Insurance 7/1/16-7/1/17 Property Excess ESG775108-16 Company BCS Insurance Company 7/1/16-7/1/17 Cyber Liability RPSP0235750 Beazley 7/1/12-7/1/13 Misconduct PFDBC1200277 Beazley 11/15/11-7/1/12 Misconduct PFDBC1101277

11 Schedule 3.117

COMPANY PERIOD OF TYPE POLICY NO. COVERAGE Beazley 7/1/11-11/15/11 Excess Misconduct PFDBC1100277 Beazley 7/1/10-7/1/11 Excess Misconduct PFDBC100277 Beazley 7/1/09-7/1/10 Excess Misconduct PDDBC0900277 Beazley 7/1/13-7/1/15 Misconduct (Extended PFDBC1200277 Reporting Period Term) Blue Shield of California 7/1/13-6/30/14 PPO Medical Coverage Group # 975748 Blue Shield of California 7/1/13-6/30/14 EPO Medical Coverage Group # 976240 Blue Shield of California 7/1/13-6/30/14 Stop Loss Coverage Group # 2021507 Brit Syndicate 2987 7/1/14-7/1/15 All Risk Property Excess PD‐10410‐00 Brit Syndicate 2987 7/1/15-7/1/16 All Risk Property Excess PD1041001 Brit Syndicate 2987 7/1/16-7/1/17 Property Excess PD1041002 Centennial (Atlantic Mutual - 11/1/86-11/1/87 Liability 287004733 defunct) Centennial (Atlantic Mutual - 11/1/86-11/1/87 Excess Liability Policy No. Unknown defunct) Church Mutual Insurance 7/1/13-7/1/14 Workers’ Compensation 500062-07-600377 Company Church Mutual Insurance 7/1/14-7/1/15 Workers Compensation 050006207710810 Company Church Mutual Insurance 7/1/15-7/1/16 Workers Compensation 050006207805397 Company Church Mutual Insurance 7/1/16-7/1/17 Workers Compensation 050006207907492 Company CIGNA 11/1/86-11/1/87 Liability INDP12004886 Cigna Global 7/1/15-7/1/17 Individual Private Medical 920123419 Colony 7/1/13-7/1/14 Excess Property XP261586 Colony Insurance Company 7/1/14-7/1/15 All Risk Property Excess XP262369 Colony Insurance Company 7/1/15-7/1/16 All Risk Property Excess XP262982 Colony Insurance Company 7/1/16-7/1/17 Property Excess XP263659 Delta Health Systems (Anthem 7/1/14-7/1/17 Medical Group #618 Blue Cross) Federal Insurance Company 7/1/13-7/1/14 Crime 81602831 Federal Insurance Company 7/1/14-7/1/15 Crime 81602831 Federal Insurance Company 7/1/15-7/1/16 Crime 81602831 Federal Insurance Company 7/1/16-7/1/17 Crime 81602831 Fireman’s Fund 11/1/79-11/1/81 Excess Liability XLX1218251 GeoBlue 1/1/13 - 12/31/13 International Limited QHA500961497H Medical Coverage GeoBlue 1/1/14-1/1/17 International Limited 4EL-7025-12 Medical Coverage Golden Bear 1/1/86-11/1/86 Excess Liability GBU00628 Great American 7/1/13-7/1/14 Excess Property CPP030727101 Great American 11/1/72-11/1/75 Liability BP1985400 Great American 11/1/75-11/1/78 Liability BP8009692 Great American 11/1/78-11/1/82 Liability BP8009691 Great American 11/1/78-11/1/82 Liability BP1450251 or 252 Great American 11/27/74-11/27/77 Excess Liability PRO3206922 Great American 11/27/77-4/2/78 Excess Liability PRO1043628 Great American Fidelity Ins 7/1/14-7/1/15 All Risk Property Excess CPP030727102 Company

12 Schedule 3.117

COMPANY PERIOD OF TYPE POLICY NO. COVERAGE Great American Fidelity Ins 7/1/15-7/1/16 All Risk Property Excess CPP030727103 Company Hartford Steam Boiler 7/1/14-7/1/15 Boiler & Machinery FBP2351215 Inspection & Insurance Co. Hartford Steam Boiler 7/1/15-7/1/16 Boiler & Machinery FBP2351215 Inspection & Insurance Co. Hartford Steam Boiler 7/1/16-7/1/17 Boiler & Machinery FBP2351215 Inspection & Insurance Co. HealthSmart Benefit Solutions 7/1/14-7/1/17 Supplemental Ins-Retired 5104101 Clergy Hiscox Inc. 7/1/13-7/1/14 Excess Property URS252482713 Hiscox Inc. 7/1/14-7/1/15 All Risk Property Excess URS2524827.14 Hiscox Inc. 7/1/15-7/1/16 All Risk Property Excess URS252482715 Hiscox Inc. 7/1/16-7/1/17 Property Excess URS252482716 Homeland 7/1/13-7/1/14 Excess Property 795000519 Homeland Insurance Co of NY 7/1/14-7/1/15 All Risk Property Excess 795002081 Homeland Insurance Co of NY 7/1/15-7/1/16 All Risk Property Excess 795003516 Homeland Insurance Co of NY 7/1/16-7/1/17 Property Excess 795004802 Hudson 7/1/13-7/1/14 Excess Property HCS1005256 Hudson Insurance Company 3/29/15-3/29/16 Fiduciary Liability SFD3121034601 Hudson Insurance Company 3/29/16-3/29/17 Fiduciary Liability SFD3121034602 Hudson Specialty Insurance 3/29/14-3/29/15 Fiduciary Liability SFD31231210346 Company Hudson Specialty Insurance 7/1/14-7/1/15 All Risk Property Excess HCS100891 Company Hudson Specialty Insurance 7/1/15-7/1/16 All Risk Property Excess HCS101293 Company Hudson Specialty Insurance 7/1/16-7/1/17 Property Excess HCS101664 Company Insurance Company of North 1967-1972 Liability Policy Nos. Unknown America Ironshore 7/1/13-7/1/14 Excess Property 1094902 Ironshore Specialty Insurance 7/1/14-7/1/15 All Risk Property Excess 194903 Company Ironshore Specialty Insurance 7/1/15-7/1/16 All Risk Property Excess 1094904 Company Ironshore Specialty Insurance 7/1/16-7/1/17 Property Excess 1094905 Company Lloyd’s 1963-1966 Excess Liability K78140 Lloyd’s 1963-1966 Excess Liability CU3060 Lloyds of London 7/1/14-7/1/15 Cyber Liability FI0470314 Lloyds of London 7/1/14-7/1/15 All Risk Property Excess PW0066114 (Lloyd's C) Lloyds of London 7/1/14-7/1/15 All Risk Property Excess PW0066314 (Lloyd's D) Lloyds of London 7/1/15-7/1/16 Cyber Liability FI0470315 Lloyds of London 7/1/15-7/1/16 All Risk Property Excess B1262PW0066115 (Lloyds C) Lloyds of London 7/1/15-7/1/16 All Risk Property Excess B1262PW0066315 (Lloyds D)

13 Schedule 3.117

COMPANY PERIOD OF TYPE POLICY NO. COVERAGE Lloyds of London 7/1/16-7/1/17 Primary Property PW0020516 (Lloyds A) Lloyds of London 7/1/16-7/1/17 Property Excess PW0066116 (Lloyds C) Lloyds of London 7/1/16-7/1/17 Property Excess PW0066316 (Lloyds D) Maiden 7/1/13-7/1/14 Excess Property S1LPY0298101S Markel Insurance Company 9/1/13-9/1/14 CYO Accident MAR11057 Markel Insurance Company 9/1/14-9/1/15 CYO Accident MAR11057 Markel Insurance Company 9/1/15-9/1/16 CYO Accident MAR11057 Markel Insurance Company 9/1/16-9/1/17 CYO Accident MAR11057 Mitsui Sumitomo 7/1/16-7/1/17 Property Excess EXP7000379 National Union Fire Insurance 8/15/13-8/15/14 CCD Accident SRG9493086 Company National Union Fire Insurance 8/15/14-8/15/15 CCD Accident SRG0009145596 Company National Union Fire Insurance 8/15/15-9/15/15 CCD Accident SRG0009145596 Company National Union Fire Insurance 8/15/15-8/15/16 CCD Accident SRG0009150392 Company National Union Fire Insurance 8/15/16-8/15/17 CCD Accident SRG0009150392 Company North Star 11/1/79-11/1/80 Excess Liability NSX19520 North Star 11/1/80-11/1/81 Excess Liability NSU19520-A Pacific Indemnity Company 1962-1966 Liability Policy Nos. Unknown Premier Life 7/1/13-6/30/14 Premier Access PPO Group # 100980 Dental Ins. Premier Life 7/1/13-6/30/14 Premier Access DHMO Group # 14863 Dental Ins. Premier Life 7/1/14-7/1/17 Premier Access PPO Group # 100980 Dental Ins. Premier Life 7/1/14-7/1/16 Premier Access DHMO Group # 14863 Dental Ins. St. Paul 11/1/79-11/1/82 Liability 688NA8225 St. Paul 11/1/82-11/1/83 Liability 688NB5893 St. Paul 11/1/83-11/1/84 Liability 688NB5893 St. Paul 11/1/84-11/1/85 Liability 694NB3019 St. Paul 11/1/85-12/31/85 Liability 694NB3019 Superior Vision Services, Inc 7/1/13-6/30/14 Vision Insurance Group # 31013 Superior Vision Services, Inc 7/1/14-7/1/17 Vision Insurance Group # 31013 Symetra 7/1/14-7/1/17 Stop/Loss 16-012627-00 Symetra 7/1/14-7/1/17 Core Life and AD&D 01-016651-00 Symetra 7/1/14-7/1/17 Long Term Disability 01-16651-00 Symetra 7/1/14-7/1/17 Voluntary Life/AD&D 01-16651-00 The Hartford 7/1/10-7/1/11 Workers’ Compensation 57WELS1393 The Ordinary Mutual 7/1/87-7/1/88 Liability Package (incl CGAL-009-87 Primary SML) The Ordinary Mutual 7/1/88-7/1/89 Liability Package (incl CGAL-009-88 Primary SML) The Ordinary Mutual 7/1/89-7/1/90 Liability Package (incl CGAL-009-89 Primary SML)

14 Schedule 3.117

COMPANY PERIOD OF TYPE POLICY NO. COVERAGE The Ordinary Mutual 7/1/90-7/1/91 Liability Package (incl CGAL-009-90 Primary SML) The Ordinary Mutual 7/1/91-7/1/92 Liability Package (incl CGAL-009-91 Primary SML) The Ordinary Mutual 7/1/92-7/1/93 Liability Package (incl CGAL-009-92 Primary SML) The Ordinary Mutual 7/1/93-7/1/94 Liability Package (incl CGAL-009-93 Primary SML) The Ordinary Mutual 7/1/94-7/1/95 Liability Package (incl CGAL-009-94 Primary SML) The Ordinary Mutual 7/1/95-7/1/96 Liability Package (incl CGAL-009-95 Primary SML) The Ordinary Mutual 7/1/96-7/1/97 Liability Package (incl CGAL-009-96 Primary SML) The Ordinary Mutual 7/1/97-7/1/98 Liability Package (incl CGAL-009-97 Primary SML) The Ordinary Mutual 7/1/98-7/1/99 Liability Package (incl CGAL-009-98 Primary SML) The Ordinary Mutual 7/1/99-7/1/00 Liability Package (incl CGAL-009-99 Primary SML) The Ordinary Mutual 7/1/00-7/1/01 Liability Package (incl CGAL-009-00 Primary SML) The Ordinary Mutual 7/1/01-7/1/02 Liability Package (incl CGAL-009-01 Primary SML) The Ordinary Mutual 7/1/02-7/1/03 Liability Package (incl CGAL-009-02 Primary SML) The Ordinary Mutual 7/1/03-7/1/04 Liability Package (incl CGAL-009-03 Primary SML) The Ordinary Mutual 7/1/04-7/1/05 Liability Package (incl CGAL-009-04 Primary SML) The Ordinary Mutual 7/1/05-7/1/06 Liability Package (incl CGAL-009-05 Primary SML) The Ordinary Mutual 7/1/06-7/1/07 Liability Package (incl CGAL-009-06 Primary SML) The Ordinary Mutual 7/1/07-7/1/08 Liability Package (incl CGAL-009-07 Primary SML) The Ordinary Mutual 7/1/08-7/1/09 Liability Package (incl CGAL-009-08 Primary SML) The Ordinary Mutual 7/1/09-7/1/10 Liability Package (incl CGAL-009-09 Primary SML) The Ordinary Mutual 7/1/10-7/1/11 Liability Package (incl CGAL-009-10 Primary SML) The Ordinary Mutual 7/1/11-11/15/11 Liability Package (incl CGAL-009-11 Primary SML) Travelers Casualty & Surety 3/1/13-3/1/14 Fiduciary Liability 103998705 Company of America Travelers Property Casualty 7/1/13-7/1/14 Boiler & Machinery M5JBM214249L735TIL11 Company of America Underwriters at Lloyds of 7/1/13-7/1/14 Property PW0020513 London

15 Schedule 3.117

COMPANY PERIOD OF TYPE POLICY NO. COVERAGE Underwriters at Lloyds of 7/1/13-7/1/14 Excess Property PW0066213 London Underwriters at Lloyds of 7/1/13-7/1/14 Excess Property PW0066113 London Underwriters at Lloyds of 7/1/13-7/1/14 Excess Property PW0066313 London Underwriters at Lloyd's, 7/1/14-7/1/15 All Risk Primary Property B1262PW0020514 London (Lloyd's A) Underwriters at Lloyd's, 7/1/15-7/1/16 All Risk Property Primary B1262PW0020515 London (Lloyds A) Underwriters at Lloyd's, 4/1/16-4/1/17 Lawyers Professional 927995 London Liability United States Fire Insurance 7/1/08-7/1/09 Workers' Compensation 4086958806 Company Unum Life Insurance Company 7/1/13-6/30/14 Group Life/AD&D Group #569496 012 of America Insurance Unum Life Insurance Company 7/1/13-6/30/14 Voluntary Term Life Group # 148443 001 of America Insurance Unum Life Insurance Company 7/1/13-6/30/14 Long-term Disability Group # 569496 011 (Lay of America Insurance Employees) Unum Life Insurance Company 7/1/13-6/30/14 Long-term Disability Group # 569496 021 of America Insurance (Priests) Unum Life Insurance Company 7/1/13-6/30/14 Long-term Care-Master Group # 525407 of America Contract Unum Life Insurance Company 7/1/13-6/30/14 Long-term Care, Active Group # 525407 of America Priests Amendment 1 Unum Life Insurance Company 7/1/13-6/30/14 Long-term Care, Retired Group # 525407 of America Priests Amendment 2 Unum Life Insurance Company 7/1/14-7/1/17 Long Term Care - Active Group #0525407-0016 of America Clergy Unum Life Insurance Company 7/1/14-7/1/17 Long Term Care - Retired Group #0525407-002 of America Clergy WellDyne RX 7/1/14-7/1/17 Prescription Group #618 Western Catholic Insurance 11/15/11-7/1/12 Liability Package WCGAL-009-11 Company Western Catholic Insurance 7/1/12-7/1/13 Liability Package WCGAL-009-12 Company Western Catholic Insurance 7/1/13-7/1/14 Liability Package WCGAL-009-13 Company Western Catholic Insurance 7/1/13-7/1/14 Misconduct 237301-3039113-2011 Company Western Catholic Insurance 7/1/14-7/1/15 Liability Package WCGAL00914 Company Western Catholic Insurance 7/1/15-7/1/16 Liability Package WCGAL00915 Company Western Catholic Insurance 7/1/16-7/1/17 Liability Package WCGAL00916 Company

16 Schedule 3.117

(3) Claims Related to Deposits, Adequate Assurance Postings and Other Collateral Postings

The following list includes Entities to whom the Debtor has paid or given a security deposit, adequate assurance payment, or any other type of deposit or collateral. Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action based in whole or in part upon any and all postings of security deposits, adequate assurance payment, or any other type of deposit or collateral, regardless of whether such posting of security deposit, adequate assurance payment, or any other type of deposit or collateral is included on the list below.

ENTITY/CONTRACT OTHER PARTIES TO CONTRACT OR LEASE All leases and contracts set forth in (1) above, PLUS: --- Post-petition deposit with FedEx FedEx Corporation Post-petition deposit with TelePacific TelePacific Communications

(4) Claims Related to Liens

Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action based in whole or in part upon any and all liens.

(5) Claims, Defenses, Cross-Claims and Counter-Claims Related to Litigation and Possible Litigation

Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims, Avoidance Actions or causes of action against or related to all Entities that are party to or that may in the future become party to litigation, arbitration, or any other type of adversarial proceeding, claim objection, or dispute resolution proceeding, whether formal or informal, judicial or non-judicial, in bankruptcy court or any other non-bankruptcy forum.

(6) Claims Related to Accounts Receivable and Accounts Payable

Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement

17 Schedule 3.117

Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action against or related to all Entities that owe or that may in the future owe money to the Debtor or Reorganized Debtor. Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action against or related to all Entities that assert or may assert that the Debtor or Reorganized Debtor owes money to them.

(7) Claims Related to Taxes

The following list includes Entities that may owe money to the Debtor related to taxes paid. Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action against or related to all Entities that owe or that may in the future owe money related to tax refunds to the Debtor or Reorganized Debtor, regardless of whether such entity is included on the list below. Subject to the Channeling Injunction, Supplemental Injunction, Insurance Settlement Agreement, Participating Party Agreement, Released Insurance Policies, Class 12 Ballot releases, Class 13 Ballot releases, Class 14 Ballot releases and Class 15 Ballot releases, unless any of the Debtor’s Claims or causes of action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance with Bankruptcy Code § 1123(b), the Debtor expressly reserves all Claims or causes of action against or related to all Entities that assert or may assert that the Debtor or Reorganized Debtor owes taxes to them.

ENTITY Internal Revenue Service State of California Franchise Tax Board State of California Board of Equalization State of California Employment Development Department Calaveras County Tax Collector San Joaquin County Tax Collector

18 Schedule 3.117