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Exhibit A

[UPDATED PROPOSED] Order

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CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice)

(pzumbro@cravath.com)

Kevin J. Orsini (pro hac vice)

(korsini@cravath.com)

Omid H. Nasab (pro hac vice)

(onasab@cravath.com)

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Tel: 212 474 1000

Fax: 212 474 3700

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 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO 

11 U.S.C. § 327(a) AND FED. R. BANKR. P. 

2014(a) AND 2016 FOR AUTHORITY TO 

RETAIN AND EMPLOY COMPASS 

LEXECON, LLC AS ECONOMIC

CONSULTANTS TO THE DEBTORS NUNC 

PRO TUNC TO PETITION DATE

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). 

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Upon the Application, dated April 29, 2019 (the “Application”)1and the Supplement to 

the Application, dated May 3, 2019 (the “Supplement”) (collectively, the “Supplemented 

Application”), of 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”) in 

the above-captioned chapter 11 cases (the “Chapter 11 Cases”), pursuant to section 327(a) 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 retain and employ 

Compass Lexecon, LLC (“Compass”) as economic consultants for the Debtors, effective as of the 

Petition Date, all as more fully set forth in the Supplemented Application; and this Court having 

jurisdiction to consider the Supplemented Application and the relief requested therein pursuant to 

28 U.S.C. §§ 157 and 1334, and the Order Referring Bankruptcy Cases and Proceedings to 

Bankruptcy Judges, General Order 24 and Rule 5011-1(a) of the Bankruptcy Local Rules for the 

United States District Court for the Northern District of California (the “Bankruptcy Local 

Rules”); and consideration of the Supplemented Application and the requested relief being a core 

proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 

28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Supplemented Application having 

been provided to the parties listed therein, and it appearing that no other or further notice need be 

provided; and this Court having reviewed the Supplemented Application, the Turki Declaration, 

the Turki Supplemental Declaration and the Zumbro Declaration; and upon the record of the 

Hearing (if any was held) and all of the proceedings had before the Court; and this Court having 

found and determined that the relief sought in the Supplemented Application is in the best interests 

of the Debtors, their estates, creditors, shareholders, and all parties in interest; and that the legal 

and factual bases set forth in the Supplemented Application establish just cause for the relief 

granted herein; and after due deliberation and sufficient cause appearing therefor,

 

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

such terms in the Supplemented Application.

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IT IS HEREBY ORDERED THAT: 

1. The Supplemented Application is granted as provided herein.

2. Pursuant to section 327(a) of the Bankruptcy Code and Bankruptcy Rules 2014(a) 

and 2016, the Debtors are authorized to employ and retain Compass as economic consultants in 

these Chapter 11 Cases in accordance with the terms and conditions set forth in the Engagement 

Letter and the Supplemental Engagement Letter (collectively, the “Compass Engagement 

Letters”) to perform the services as contemplated by the Supplemented Application, Nunc Pro 

Tunc to the Petition Date.

3. If, during the pendency of these Chapter 11 Cases, the Debtors and Compass enter 

into any additional agreements for the provision of additional services by Compass, beyond those 

contemplated by the Supplemented Application or reasonable extensions thereof, Compass and 

the Debtors will seek separate retention orders with regard to any such additional agreements.

4. Notwithstanding anything to the contrary contained herein or in the Supplemented 

Application and the Compass Engagement Letters, Compass shall file interim and final fee 

applications for allowance of compensation and reimbursement of out-of-pocket expenses in 

accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the 

Bankruptcy Local Rules, the United States Bankruptcy Court Northern District of California 

Guidelines for Compensation and Expense Reimbursement of Professionals and Trustees, 

effective February 19, 2014 (the “Local Guidelines”), 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,” and together with the Local Guidelines, the “Fee Guidelines”), the Order Pursuant 

to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures 

for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 701], and 

any further Orders of the Court in these Chapter 11 Cases regarding professional compensation 

and reimbursement of expenses (the “Orders”). For the avoidance of doubt, Compass’ fee 

applications are subject to court approval. 

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5. Compass shall provide reasonable notice to the Debtors and the U.S. Trustee of any 

increase of the hourly rates listed in the Turki Declaration and in the Turki Supplemental 

Declaration.

6. Compass shall use its best efforts to avoid duplication of services provided by any 

of the Debtors’ other retained professionals in these Chapter 11 Cases.

7. Except as otherwise ordered herein, the compensation, reimbursement and related 

provisions set forth in the Compass Engagement Letters are approved.

8. During the pendency of these Chapter 11 Cases, the limitation of liability provisions 

in the Engagement Letter, as amended, shall be null and void.

9. Approval of the Supplemented Application and any terms of any Engagement 

Letters shall not alter the applicability of the holding in Baker Botts L.L.P. v. ASARCO LLC, 135 

S. Ct. 2158, 2169 (2015) and its construction of 11 U.S.C. § 330(a)(1) to Compass’ right to 

compensation and reimbursement of fees and expenses by the Debtors pursuant to its engagement 

approved hereunder.

10. To the extent the Supplemented Application is inconsistent with this Order, the 

terms of this Order shall govern.

11. This Court shall retain jurisdiction to hear and determine all matters arising from 

or related to the implementation, interpretation, or enforcement of this Order.

** END OF ORDER **

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