EXHIBIT B 

Jenner Engagement Letter

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Exhibit B Page 1 of 6
353 NORTH CLARK STREET CHICAGO ILLINOIS 60654· 3456 

June 16, 2017 

.J E N N E R & 8 L 0 c K L LP 

Robert D. Gordon 

Tel +1 212 891 1601 

rgordon@jenner.com 

The Official Committee of Retired Employees of the Commonwealth of Puerto Rico 

Re: In re The Commonwealth of Puerto Rico, Case No. 17-BK-03283 (D.P.R.) 

Estimados Members of the Retiree Committee: 

This engagement letter confirms the engagement of Jenner & Block LLP, an Illinois limited 

liability partnership ("Jenner & Block"), by the Official Committee of Retired Employees of the 

Commonwealth of Puerto Rico (the "Retiree Committee" or "you"), and the basis on which 

Jenner & Block will represent you. We thank the Retiree Committee deeply for selecting Jenner & 

Block as its counsel in this important matter. 

1. Scope of Representation: This engagement involves the representation of the 

Retiree Committee in the Title Ill case of The Commonwealth of Puerto Rico, Case No. 17-bk03283 (D.P.R.) (the "Title Ill Case") and includes representation of the Retiree Committee in any 

related Title Ill cases, adversary proceedings, and other litigation or negotiation related to the Title 

Ill Case. The services to be provided by Jenner & Block will encompass those legal services 

normally and reasonably associated with this type of engagement which Jenner & Block is able 

and has agreed to provide and which are consistent with its ethical obligations. As legal counsel, 

we are not in a position to, nor have we been retained by the Retiree Committee to, provide 

financial advice. With respect to all matters of our engagement, we will coordinate closely with 

the Retiree Committee as to the nature of the services to be rendered by us and the scope of our 

engagement. This engagement may involve a wide range of services, including but not limited 

to: 

a. providing advice and representation concerning any proposed modifications of 

pension, healthcare, and other accrued retirement benefits (collectively, "benefits") 

of Puerto Rico's public-employment retirees (the "Retirees"); 

b. negotiating with The Financial Oversight and Management Board for Puerto Rico, 

Puerto Rico, and any other parties to the Title Ill Case concerning the Retirees' 

benefits and any matters that may affect those benefits; 

CHICAGO L.ONDON L.OS ANGELES NEW YORK WASHINGTON , DC WWW.JENNER.COM 

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Official Retiree Committee of the Commonwealth of Puerto Rico 

June 16, 2017 

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c. representing the Retiree Committee in any proceedings and hearings and any 

mediation sessions that involve or might involve matters pertaining to the benefits 

of the Retirees; 

d. preparing on behalf of the Retiree Committee any necessary adversary 

complaints, motions, applications, orders and other legal papers relating to such 

matters; 

e. advising the Retiree Committee of its powers and duties; 

f. prosecuting and defending litigation matters and such other matters concerning 

the Retirees' benefits; 

g. advising the Retiree Committee with respect to bankruptcy, general corporate, 

labor, employee benefits and litigation issues concerning the Retirees' benefits; 

and 

h. performing such other legal services as may be necessary and appropriate for the 

efficient and economical resolution of the Retiree Committee's interests in the Title 

Ill Case. 

Subject to obtaining any necessary approvals from the District Court or the United States Trustee 

for Region 21 (the "U.S. Trustee"), the Retiree Committee may limit or expand the scope of 

Jenner & Block's representation from time to time, provided that Jenner & Block must agree to in 

writing to any modification of scope. Except as we may otherwise agree in writing, the terms of 

this engagement letter apply to all expansions in the scope of representation and to all additional 

engagements for the Retiree Committee which Jenner & Block may undertake. 

2. Committee Representation: It is understood that we are being engaged by the 

Retiree Committee as an official creditor committee constituency in the Title Ill Case appointed 

by the U.S. Trustee and that our representation does not constitute representation of any Retiree 

Committee member on an individual basis and the engagement does not create an attorney-client 

relationship with any Retiree Committee member on an individual basis. To the extent that any 

position advocated by the Retiree Committee is adverse to the interest of any individual Retiree 

Committee member, the Retiree Committee hereby expressly authorizes Jenner & Block to 

represent the Retiree Committee and acknowledges that such representation which may be 

adverse to a Retiree Committee member on an individual basis does not constitute a differing 

interest or a potential or actual conflict of interest. 

3. Fees and Expenses. Our fees are based substantially upon hours charged, 

recorded in tenth-of-an-hour increments, at Jenner & Block's scheduled rates which are in effect 

at the time the services are performed. Those scheduled rates are periodically adjusted, generally 

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Official Retiree Committee of the Commonwealth of Puerto Rico 

June 16, 2017 

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at the beginning of a calendar year. My present hourly rate is $1 ,025. The hourly rates for the 

partners expected to be most active in this matter are as follows: Catherine Steege, $1 ,025; 

Richard Levin $1 ,250; Melissa Root, $840. Jenner & Block's present scheduled hourly rates for 

others range from $500 to $1,250 for partners, from $445 to $795 for associates, from $305 to 

$365 for paralegals and are $205 to $215 for project assistants. In addition to fees , our statements 

include out-of-pocket expenses and internal charges which Jenner & Block incurs in connection 

with the representation. For this matter, Jenner & Block agrees to discount its fees, but not outof-pocket expenses and internal charges, by 15% off of its rates in effect at the time the services 

are rendered. Jenner & Block will seek payment of our fees in the Title Ill Cases pursuant to any 

procedures established and required by the District Court and the U.S. Trustee. 

4. Conflicts with Other Clients. As we have informed you, Jenner & Block has 

represented, and currently represents, Mason Capital in matters that are unrelated to the Title Ill 

Case. We will not be representing Mason Capital in the Title Ill case. It is possible, however, that 

Mason Capital may take positions in the Title Ill case that may be adverse to the Retiree 

Committee. You acknowledge and agree that Jenner & Block may continue to represent Mason 

Capital in ongoing and future matters that are not substantially related to our representation of 

the Retiree Committee while we are representing the Retiree Committee in the Title Ill Case, and 

you waive any conflict that may exist as a result of our simultaneous representation of Mason 

Capital in other matters and of the Retiree Committee on the Title Ill case. 

In addition, Jenner & Block represents many other companies and individuals. It is possible that 

during the time that we are representing the Retiree Committee, some of our other present or 

future clients will have disputes or transactions with members of the Retiree Committee, or Jenner 

& Block will be asked to represent a party to which a member of the Retiree Committee is adverse 

in this matter. The Retiree Committee agrees that we may continue to represent or may undertake 

in the future to represent existing or new clients in any matter that is not substantially related to 

our work for the Retiree Committee even if the interests of such clients in those other matters are 

directly adverse to you or you are adverse to those other clients in this matter. We agree, 

however, that the Retiree Committee's prospective consent to conflicting representation 

contained in the preceding sentence shall not apply in any instance where, as a result of our 

representation of the Retiree Committee, we have obtained proprietary or other confidential 

information of a nonpublic nature, that, if known to such other client, could be used in any such 

other matter by such client to your material disadvantage. Jenner & Block will notify the Retiree 

Committee in the event it identifies additional connections requiring disclosure. 

5. Termination of Representation. Either of us may terminate the engagement at any 

time for any reason by providing written notice, subject on the part of Jenner & Block to the 

requirements of applicable legal ethics rules and subject to any court approvals that may be 

required for Jenner & Block to withdraw from its representation of the Retiree Committee in the 

Title Ill Case. 

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Official Retiree Committee of the Commonwealth of Puerto Rico 

June 16, 2017 

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6. Document Retention. During the course of the representation, Jenner & Block 

shall maintain a file on the Retiree Committee's behalf. The file may include materials that 

members of the Retiree Committee have given to us in connection with the representation, as 

well as other material such as pleadings, transcripts, exhibits, reports, contracts, wills, certificates 

and other documents as are determined by Jenner & Block to be reasonably necessary to the 

representation (the "Retiree Committee File"). The Retiree Committee File shall be and remain 

the property of the Retiree Committee. Jenner & Block may also include in the Retiree Committee 

File its attorney work product, mental impressions and notes (collectively "Work Product"). Unless 

otherwise agreed between us, the Work Product shall be and remain the property of Jenner & 

Block. At the termination of the representation and for a period of seven (7) years thereafter, the 

Retiree Committee shall have the right on request to take possession of the Retiree Committee 

File, not including the Work Product. In such event, Jenner & Block at its expense may make and 

retain copies of all or portions of the Retiree Committee File. If you do not request possession of 

the Retiree Committee File within such seven (7) year period, Jenner & Block will have no further 

responsibility for the retention and maintenance of the Retiree Committee File and may at its 

option dispose of all or parts of the Retiree Committee File without further notice to the Retiree 

Committee. 

7. Approval and Return of Signed Letter: Please signify the Retiree Committee's 

agreement to the arrangement for legal services described in this letter by returning to us a signed 

copy of the engagement letter. For the convenience of the Retiree Committee, we have provided 

a copy of this letter translated in Spanish. Please note however, that the English letter is the 

execution copy for signature by the Retiree Committee. In the event of any inconsistencies 

between the English and Spanish letter, the terms of the English letter are controlling. 

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Official Retiree Committee of the Commonwealth of Puerto Rico 

June 16, 2017 

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We very much appreciate the opportunity to work with the Retiree Committee and look 

forward to doing so. 

Les saluda atentamente, 

Jenner & Block LLP 

sy: Rea!Qu:i- 0 Q,,D d 100, I <l.s 

Robert D. Gordon, Partner 

Accepted: The Official Committee of Retired Employees of the Commonwealth of Puerto Rico 

By: ~E''~ Jose Mi rin Martinez, Chairperson 

Date: ;\\A 'f\.e_ L \ ) 20 \ } 

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