Item No. 4e_Settlement 
Date of Meeting: October 27, 2015 
ADDENDUM TO 2014 DUTY TO DEFEND SETTLEMENT AGREEMENT 
AND PARTIAL RELEASE 
This Addendum to the 2014 Duty to Defend Settlement Agreement and Partial Release
(the "Addendum") is entered into by and between the Port of Seattle ("the Port of Seattle") and
Great American Insurance Company and Great American Insurance Company of New York,
formerly known as American National Fire Insurance Company (collectively "the Great
American Companies") as of the Effective Date of this Addendum.
I.      RECITALS 
A.    The Port of Seattle and the Great American Companies entered into a 2014 Duty
to Defend Settlement Agreement and Partial Release on or about August 26, 2014 (the "Defense
Agreement"), which, among other terms, resolved certain alleged defense obligations claimed by
the Port of Seattle, relating to "Certain Past Incurred Defense Costs" as defined in the Defense
Agreement, which definition includes certain categories of costs claimed as defense costs by or
on behalf of the Port of Seattle for work performed on or before December 31, 2012 for the
defense of the "Environmental Actions," as defined in the Defense Agreement, subject to certain
exceptions set out in the Defense Agreement.
B.    The Port of Seattle and the Great American Companies desire to amicably resolve
and discontinue their dispute concerning the Great American Companies' duty to defend the Port
of Seattle, relating to the categories of costs claimed by the Port of Seattle that are included in
the definition of "Certain Past Incurred Defense Costs" in the Defense Agreement, with respect
to work performed on or between December 31, 2012 and December 31, 2014 for the defense of
the "Environmental Actions" as defined in the Defense Agreement, and with respect to all work
performed on or before December 31, 2014 for the defense of environmental claims relating to
Terminal 115 North in Seattle, Washington.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
intending to be legally bound, the Port of Seattle and the Great American Companies agree as
follows: 

Error! Unknown document property name.

II.     EFFECTIVE DATE 
The Effective Date of this Addendum is the last date on which the Addendum is executed
by any of the parties as reflected on the signature pages of this Addendum. 
III.    PAYMENT BY THE GREAT AMERICAN COMPANIES 
Within 15 days after the Effective Date of this Addendum, the Great American
Companies shall deliver to the Port of Seattle at the address of its counsel, Miller Nash Graham
& Dunn LLP, a check payable to the Port of Seattle in the amount of Three Hundred and Fifty
Thousand Dollars ($350,000.00). 
IV.   AMENDMENT OF THE DEFENSE AGREEMENT 
The Port of Seattle and the Great American Companies agree that, as of the date the
Great American Companies make the payment described in Section III, the Defense Agreement
shall be and is amended to provide as follows: 
A.    The Claim List included in Exhibit B to the Defense Agreement, and incorporated
in the definition of "Environmental Claims" in the Defense Agreement, shall be and is amended
to add additional claims relating to Terminal 115 North environmental claims, such that the
Claim list in the Defense Agreement shall and does read as follows: 
1.     East Waterway and West Waterway environmental claims 
Seattle, Washington 
2.     Terminal 91 environmental claims 
Seattle, Washington 
3.     National Resource Damage claims, Elliott Bay/Duwamish River 
Seattle, Washington 
4.     Lower Duwamish Waterway environmental claims 
Seattle, Washington
5.     Terminal 117 environmental claims 
Seattle, Washington 
6.     Terminal 115 North environmental claims 
Seattle, Washington 

2 
Error! Unknown document property name.

B.    The Definition of "Certain Past Incurred Defense Costs" in the Defense
Agreement shall be and is amended to read as follows: 
"Certain Past Incurred Defense Costs" shall mean only costs claimed as
defense costs by the Port of Seattle and incurred by or on behalf of the
Port of Seattle for work performed on or before December 31, 2014 for the
defense of the Environmental Actions, which are set forth in detail in
Attachments 1 (GAIC Indeterminate), 2 (Port Employee Costs), 3 (Port
Overhead Costs), 4 (Legal (Overage)), 5 (Other Port Sites), 6 (Past
Due/Dupe Billing), 7 (Interest and Taxes), 8 (Paid Vendor Charges), and 9
(Gradient Indeterminate), with the categories set out in those attachments
being referred to by the Parties generally as GAIC Indeterminate, Port
employees, overhead, legal overage, other sites, past due/dupe billings,
interest and taxes, paid vendor charges, and Gradient Indeterminate.
Certain Past Defense Costs shall not include any cost which is not set forth
in Attachments 1-9 hereto. 
C.    Attachments 1-9 attached to the Defense Agreement shall be and are
supplemented to include Attachments 1-9 attached to this Addendum, in addition to
Attachments 1-9 previously attached to the Defense Agreement, all of which shall be part
of the Defense Agreement.
D.    The references to the dates December 31, 2012 and January 1, 2013 in
Sections I.H., II.E., V., and VI.E. of the Defense Agreement shall be and are revised to
December 31, 2014 and January 1, 2015, respectively. 
V.    EFFECT OF ADDENDUM 
Except as specifically supplemented or amended by this Addendum, all terms and
conditions of the Defense Agreement remain in full force and effect, and this Addendum shall be
and is a part of the Defense Agreement. 

3 
Error! Unknown document property name.

VI.   INTEGRATION/SEVERABILITY 
This Addendum constitutes the entire agreement of the parties concerning the
amendments to the Defense Agreement effected by this Addendum, and supersedes any and all
agreements, written or oral, between the parties concerning the subject matter of this Addendum,
except the parties agree that nothing in this Addendum shall impair, release, or affect in any way
(a) the Defense Agreement, subject to the amendments set out in this Addendum, and (b) the
agreements listed in Section VI.E. of the Defense Agreement, or the following agreements: 
A.    the agreement between the Port of Seattle and the Great American Companies
regarding funding of PRP Recovery Costs with respect to the East Waterway, dated November
24, 2014, and the Great American Companies' reservation of the right to contend that it and the
Port of Seattle entered into a prior, longstanding agreement with respect to the Great American
Companies' payment of PRP Recovery Costs and the benefit the Great American Companies
receive for recoveries from PRPs, with respect to each of the Environmental Actions, and the
Port of Seattle's reservation of the right to contend that the Great American Companies and the
Port of Seattle did not enter into such a prior agreement; and 
B.    the agreement between the Port of Seattle and the Great American Companies
regarding ongoing costs with respect to the Terminal 117 and Terminal 91 claims, dated
December 5, 2014. 
VII.   EXECUTION OF COUNTERPARTS
This Addendum may be executed in counterparts and each executed counterpart shall
have the same force and effect as an original instrument, as if all parties to all the counterparts
had signed the same instrument. 
PORT OF SEATTLE                  GREAT AMERICAN INSURANCE
COMPANY 

By                                By 

4 
Error! Unknown document property name.