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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Exhibit 2 

Redline Comparison of Amended Declaration

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 SAN FRANCISCO DIVISION

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

Debtors.

 Affects PG&E Corporation

 Affects Pacific Gas and Electric Company

 Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

Related Docket Ref: Docket Nos: 1527, 1528, 1529

AMENDED DECLARATION OF DAVID N.

LEVINE IN SUPPORT OF APPLICATION

PURSUANT TO 11 U.S.C. § 327(e) AND FED.

R. BANKR. P. 2014(a) AND 2016 FOR

AUTHORITY TO RETAIN AND EMPLOY AS

SPECIAL EMPLOYEE BENEFITS COUNSEL

TO THE DEBTORS EFFECTIVE AS OF THE

PETITION DATE

Date: May 89, 2019

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

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3. I submit this Declaration in support of the Debtors’ Application (the “Application”),1

pursuant to section 327(e) of title 11 of the United States Code (the “Bankruptcy Code”) and Rules

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for

authority to employ and retain Groom as special employee benefits counsel, effective as of the Petition

Date.

4. This Declaration is provided pursuant to Paragraph D.1 of the U.S. Trustee Guidelines

for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C.

§ 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee

Guidelines”).

5. In connection with these Chapter 11 Cases, Groom has agreed to advise the Debtors

with respect to legal issues associated with their employee benefit plans, including, but not limited to,

issues related to Debtors’ employee benefit obligations under the Employee Retirement Income

Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, and the

Bankruptcy Code; any investigations, inquiries, or claims made by the Department of Labor, the

Internal Revenue Service, the Pension Benefit Guaranty Corporation, or the U.S. Trustee; claims by

Pursuant 28 U.S.C. § 1746, I, David N. Levine, hereby declare as follows:

1. I am an attorney admitted and in good standing to practice law in the District of

Columbia. I am a principal in the law firm of Groom Law Group, Chartered (“Groom”) and am duly

authorized to make this Declaration (the “Declaration”) on behalf of Groom. The facts set forth in

this Declaration are based on my knowledge and belief after due inquiry and, if called as a witness, I

could and would testify thereto.

2. On January 29, 2019 (the “Petition Date”), PG&E Corporation (“PG&E Corp.”) and

Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession (collectively,

“PG&E” or the “Debtors”), each commenced with this Court a voluntary case under the Bankruptcy

Code (the “Chapter 11 Cases”).

1

 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to

such terms in the Application.

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plan participants or beneficiaries that relate to Debtors’ employee benefit plans; and any proceedings

before this Court, any appellate court, or any court of competent jurisdiction relating to Debtors’

employee benefit plans.

6. Groom did not agree to any variations from, or alternatives to, the firm’s standard or

customary billing arrangements with the Debtors with respect to this matter.

7. No prospective budget or staffing plan has been prepared for this matter, except that

Groom’s services must comply with the Groom Agreement.

8. No Groom principal, of counsel, or associate, varies their billing rate based on the

geographic location of the Debtor’s bankruptcy case.

9. Neither I, nor Groom, nor any principal, of counsel, or associate thereof, insofar as I

have been able to ascertain, has any connection with the Debtors, their creditors, the Office of the

United States Trustee for Region 17 (the “U.S. Trustee”) or any other party with an actual or potential

interest in these Chapter 11 Cases or their respective attorneys or accountants, except as set forth

below:

a. Groom is not and has not been employed by any entity, other than the Debtors,

in matters related to these Chapter 11 Cases.

b. Groom may perform or may have performed services for certain “Parties in

Interest,” as defined below, in matters unrelated to these Chapter 11 Cases. As set

forth below, Groom has undertaken a search to determine, and to disclose, whether

it is performing or has performed services for any Parties in Interest in such

unrelated matters.

10. Neither I, nor Groom, nor any of counsel or associate thereof, insofar as I have been

able to ascertain, holds or represents any interest adverse to the Debtors or their respective estates.

Accordingly, I believe that Groom is a “disinterested person,” as defined in section 101(14) of the

Bankruptcy Code. The Debtors, however, have numerous relationships and creditors. Consequently,

although every reasonable effort has been made to discover and eliminate the possibility of any

conflicts, including the efforts outlined in paragraphs 11 and 12 below, Groom is unable to state with

certainty whether one or more of its clients or an affiliated entity may hold a claim or otherwise be a

party in interest in these Chapter 11 Cases. If Groom discovers any information that is contrary to or

in addition to the statements made herein, Groom will immediately disclose such information to the

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Amin 713

Keller 812 Goodwin 751

Boberg 708

Kreps 751 Junk 812

Non-Principals Standard Rates

Lee 751 Kimelblatt 413

Anillo 898

Levine 860 Kohn 708

Bradford 637

Levy 732 Lucco 637

Court. To the best of my knowledge, Groom has not represented and will not represent any entities or

individuals other than the Debtors in these Chapter 11 Cases or in connection with any matters that

would be adverse to the interests of the Debtors.

11. Subject to the Court’s approval, Groom will charge for its services on an hourly basis in

accordance with the January 2018 Master Services Agreement (“Groom Agreement”) and Groom’s

standard hourly rates in effect on the date services are rendered, minus a 5% or more discount based on

volume of services. There were no adjustments to these terms or rates for the 12 months prepetition.

12. The hourly rates charged by Groom professionals differ based on, among other things,

such professional’s level of experience. The names of Groom’s professionals approved by PG&E to

provide services and their PG&E-approved rates (before application of certain applicable discounts)

are listed below:

Lofgren 898 Malik 499504

Cho 836

Mazawey 1055 Mayland 556

Carolan 675

Ryan 732 McSweeney 637

Adams 751

St. Martin 998 McTyre 675

Dold 898

Tinnes 812 Muma 556

Del Conte 713

Turner 732 Slee 751

Ashner 556

Ullman 732755 Temme 675

Hogans 836

Walsh 708 Wood 713

Fogleman 675

Witt 751

Principal Standard Rates

Zaklad 795

Itami

Other Professionals

Latalladi-Fulton 328

Shahinllari 214

13. 12. These rates may change from time to time in accordance with Groom’s established

billing practices and procedures. Groom will maintain detailed, contemporaneous records of time and

713 Geloneck 594

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Significant holder of voting securities

Debtors’ Trade Names and Aliases Non-Debtors Professionals

Affiliations of Former Directors Taxing Authorities

Term and Revolving Loan Lenders

and Administrative Agents

Regulatory and Government (Federal,

State and Local)

Insurance/Insurance

Provider/Surety Bonds Top Unsecured Creditors

Debtors Ad Hoc Committee of Unsecured Tort

Claimant Creditors

Surety Bonds Unsecured Notes

Contract Counterparties DIP Lenders

Landlords and parties to leases UCC Lien Holders

Affiliates and Subsidiaries Ordinary Course Professionals

Lenders Unions

Debtors Professionals Significant Competitors

Litigation Counterparties/Litigation

Pending Lawsuits Utility Providers

any actual and necessary expenses incurred in connection with the rendering of legal services described

above by category and nature of the services rendered.

14. There have been no adjustments to Groom’s billing rates or terms of engagement with

PG&E postpetition.

15. 13. In determining that Groom is a disinterested person, I have made diligent inquiry to

determine whether Groom has any connection with parties in interest in these cases, or has or

represents any interest adverse to the Debtors’ estates, or is otherwise subject to any disqualification

which would prevent it from serving as special employee benefits counsel to the Debtor in these

Chapter 11 Cases. In preparing this Declaration, I caused to be submitted for review by our conflicts

check system the names of all known parties in interest (the “Parties in Interest”) in this case. The list

of Parties in Interest was provided to us by the Debtors and included the following categories:

Litigation Parties Vendors/Suppliers

Former Officers and Directors Significant Shareholders

Current Officers and Directors Other Secured Parties

Affiliations of Former Officers

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The results of this review were compiled and analyzed by Groom attorneys acting under my

supervision.

16. 14. Groom has researched its client database to determine whether Groom has provided

in the recent past, or is presently providing, services to those persons/entities. To the extent that such

research indicated that Groom has provided/is providing such services, the identities of those

persons/entities are set forth in Exhibit 1 attached hereto.

17. 15. The services we may currently provide or may have provided for creditors generally

include advising such creditors with respect to legal issues associated with their own employee benefit

plans or the services that they provide in connection with other employee benefit plans. To the best of

my knowledge, information and belief, Groom’s fees for services we provided to any of the entities

listed in Exhibit 1 are completely unrelated to any matters concerning these Debtors.

18. 16. To the best of my knowledge, information and belief, neither the undersigned nor

the professionals anticipated to assist the Debtors in these matters are related to any judge in the

United States Bankruptcy for the Northern District of California or the U.S. Trustee assigned to this

matter.

19. 17. Accordingly, based upon the discussion herein above, Groom is a “disinterested

person,” as defined in section 101(14) and as required by section 327(e) of the Bankruptcy Code and,

to the best of my information and belief, neither my firm nor any member thereof is connected, other

than as disclosed herein or at Exhibit 1 to the Debtors or the parties set forth above.

20. 18. As of the date of filing, based upon review of our internal billing records, Groom

was not owed any fees in respect of services provided during the pre-petition period.

21. 19. Groom has not shared or agreed to share any of its compensation from the Debtors

with any other person, other than with principals, of counsel, associates or other employees of Groom

as permitted by section 304 of the Bankruptcy Code.

22. 20. To the best of my knowledge, Groom has not represented and will not represent any

entities or individuals other than Debtors in these Chapter 11 Cases or in connection with any matters

that would be adverse to the interests of the Debtors.

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23. 21. Groom intends to apply to the Court for payment of compensation and

reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Bankruptcy Local Rules, the Fee Guidelines, and any further order of the Court

and pursuant to any additional procedures that may be established by the Court in these cases.

24. 22. This Declaration is submitted in accordance with section 327 of the Bankruptcy

Code and Bankruptcy Rule 2014.

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I declare under penalty of perjury that, to the best of my knowledge and after reasonable

inquiry, the foregoing is true and correct.

Executed this 12th1st day of AprilMay, 2019

David N. Levine

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Summary report:

Litéra® Change-Pro TDC 10.1.0.800 Document comparison done on

5/1/2019 4:03:45 PM

Style name: Default Style

Intelligent Table Comparison: Active

Original filename: PGE Levine Declaration ISO Ret App_041619 final

(003).DOCX

Modified filename: Pelican - Declaration in Support of Groom Law

Retention_WEIL_96913543_6.DOCX

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