Exhibit 3-A

Strategic Analysis Engagement Letter

REDACTED VERSION OF EXHIBIT

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June t2,20x8 

Janet Loduca 

Pacific Gas and Electric Company 

77 Beale Street 

San Francisco, CA 94105 

Dear Ms. Loduca: 

This agreement confirms the parties' understanding of the terms of engagement between 

PricewaterhouseCoopevs LLP, a Delaware limited liability partnership ("PwC" or "we") and Pacific Gas 

and Electric Company ("Client" or "you") to perform the advisory services described below (the 

'Services'). 

Services 

Client ha^equested PwC perform the following advisory Services in connection with Client's Strategic 

Analysis ^^H^^the "Company"). 

The Services will include holding discussions with certain officers, employees aiu^utside consultants of 

Client and the Company and providing advice on the Client's Strategic Analysis HHHLcross the 

following workstreams: Project Management, Finance, Tax, Regulatory and Legal^e^xnibit I for a 

listing of Services to be performed. 

PwC's observations and advice on accounting and financial reporting matters do not represent PwC's 

concurrence, conclusion or opinion. Client should consult with its independent auditors on the 

application of accounting principles. Any observations PwC makes on what may he the views of the staff 

of the Securities and Exchange Commission or the independent auditors may lie without any prior 

discussion with the staff of the Securities and Exchange Commission or the independent auditors and may 

not reflect their actual views. 

Deliverables 

PwC's reporting to Client will include oral advice and various written outlines, executive summaries, 

presentations, memoranda, analysis of issues, and schedules prepared for and delivered to Client in 

connection with the Services (collectively, "Deliverables"). 

Upon full payment, Client will own all Deliverables prepared for and delivered to it in connection with the 

Services and will have a nonexclusive, non-transferable license to use the embedded PwC Materials 

(defined below) as part of such Deliverables. PwC will own its working papers, pre-existing materials and 

software, as well as any general skills, know-how, processes, methodologies, tools, techniques or other 

intellectual properly (including a non-Client specific version of any Deliverables) which PwC may have 

discovered or created as a result of the Services (collectively, "PwC Materials"). Preliminary advice and 

PricewaterhouseCoopers LLP, Three Embarcndero Center, Son Francisco, CA, 94111 

T:(4i5) 498 5000, F:(4i5) 498 7100, www.pwc.com/us 

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draft Deliverables are works in progress and Client should not rely on these until PwC confirms its advice 

or provides Client with a final Deliverable. 

Other than Deliverables, if requested, PwC may provide to Client spreadsheets, electronic materials, 

software, databases and other tools prepared by PwC to assist it with the engagement. If PwC makes these 

available to Client, they are provided "as is". PwC will not be responsible for results obtained by anyone 

other than PwC from the use of those items. 

Use of Deliverables 

PwC provides the Services and Deliverables solely for Client's internal use and benefit. The Services and 

Deliverables are not for a third party*s use, benefit or reliance and PwC disclaims any contractual or other 

responsibility, liability or duty of care to others based upon the Services or Deliverables. Except as 

described in this section, Client shall not discuss with or disclose to any third party, the Services or 

Deliverables without PwC's prior written consent. The Services or Deliverables, including any oral advice 

or comments, should not be associated with, referred to or quoted in any manner in any financial 

statements or any offering memorandum, prospectus, registration statement, public filing, loan or other 

agreements. 

Client may disclose Deliverables to or discuss information relating to the Services with Client's third party 

professional advisors (including accountants, auditors, attorneys, financial and other advisors) which are 

acting solely for Client's benefit and on Client's behalf and which have a need to know such information in 

order to provide advice or services to Client, provided that such advisors agree: (i) that PwC did not 

perform the Services or prepare Deliverables for such advisors' use, benefit or reliance and PwC assumes 

no duty, liability or responsibility to such advisors, and (ii) not to disclose the Services or Deliverables to 

any other party without PwC's prior written consent. Third party professional advisors do not include any 

parties that are providing or may provide insurance, financing, capital in any form, a fairness opinion, or 

selling or underwriting securities in connection with any transaction that is the subject of the Services or 

any counterparty to a transaction or dispute or any parties which have or may obtain a financial interest in 

Client or an anticipated transaction. If the Deliverables are to be distributed to or information relating to 

the Services discussed with any third party (other than Client's professional advisors), Client shall first 

obtain PwC's consent, and an executed third party access letter in PwC's standard form. 

The Deliverables will not be prepared or written from a buyer's, investor's or other counterparty's (each a 

"Buyer") perspective. The Services are not, and should not be used or relied upon as, a substitute for 

inquiries and procedures a Buyer or its representatives would or should cariy out. Accordingly, 

Deliverables that include PwC's name, brands, logos or other information that could identify PwC as the 

source may not be shared with potential Buyers if the intent, either express or implied, is to mitigate or 

reduce the potential Buyer's own due diligence. PwC will not withhold its consent for Client to disclose 

such Deliverables to a potential Buyer if such party first has the opportunity to perform its own due 

diligence, Client does not assert that the scope of the Buyer's due diligence should be reduced and the 

Buyer first executes PwC's standard access letter. PwC's Deliverables will not he tailored in any way for 

distribution to potential Buyers. 

Client may disclose any materials that do not contain PwC's name or other information that could identify 

PwC as the source (either because PwC provided a Deliverable without identifying information or because 

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Client subsequently removed it) to any third party if Client first accepts and represents them as its own 

and makes no reference to PwC in connection with such materials. 

PwC's Responsibilities 

PwCs role is advisory only. PwC performs advisory Services in accordance with the American Institute of 

Certified Public Accountants ("AICPA") Standards for Consulting Services. PwC performs tax Services in 

accordance with AICPA Statements on Standards for Tax Services. PwC performs accounting advisory 

Services for non-audit clients in accordance with the AICPA Standards for Reports on the Application of 

Accounting Principles. PwC performs valuation Services which represent an estimate of value in 

accordance with the AICPA Statement on Standards for Valuation Services ("Valuation Standards"). 

PwC performs the Services on the basis that information provided is accurate and complete. PwC will not 

provide an audit, accounting, tax or attest opinion or other form of assurance. PwC will not audit or verify 

any information provided to it. The Services cannot provide assurance that matters of significance to 

Client will he disclosed and the Services are not intended or likely to reveal fraud or misrepresentation. 

The Services and Deliverables do not include the provision of legal or investment advice, a fairness or 

solvency opinion or a recommendation to purchase, sell or transfer an interest in an entity or any 

securities or assets. PwC is not a registered broker/dealer or investment advisor as defined by federal 

securities laws and will not perform broker/ dealer or investment advisor services. 

PwC shall not develop or restate any prospective financial information ("PFI") or make any assumptions 

or projections relating to PFI; however, if requested, PwC may perform sensitivity analyses on PFI and 

underlying assumptions. PwC's observations and any quantified vulnerabilities and sensitivities in the 

Deliverables do not represent restatements of or revisions to PFI; they are only a summary of PwC's 

analyses to assist Client with its evaluation of PFI. It is Client's responsibility to make its own decisions 

regarding PFI. As events and circumstances frequently do not occur as expected, there may be material 

differences between PFI and actual results. PwC disclaims responsibility and liability for PFI and any 

results achieved. 

PwC's valuation Services which represent an estimate of value will be subject to a Statement of 

Assumptions and Limiting Conditions and the Valuation Practitioner's Representation (as defined in the 

Valuation Standards). Prior to issuing estimate of value Deliverables, PwC may require written 

representations from Client relating to the valuation. Unless otherwise expressly agreed in writing, 

valuation Services are not intended to comply with the Uniform Standards of Professional Appraisal 

Practice of the Appraisal Foundation. 

If Client requests general valuations related advice, such Services and the resulting Deliverables do not 

represent an estimate of value as described in the Valuation Standards. 

Client's Responsibilities 

Client is responsible for all management functions and decisions relating to the Services, including, 

without limitation, evaluation and acceptance of the adequacy of the scope of Services in addressing 

Client's needs. Client also is responsible for the results achieved from using the Services or Deliverables. 

Client will designate a competent member of Client's management to oversee the Services. Client will 

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provide reasonable assistance and accurate and complete information, and PwC will perform the Services 

on that basis. It is Client's responsibility to establish and maintain its internal controls. 

Client is responsible for the preparation of its financial statements, tax returns and any proposed 

acquisition, investment, transfer, disposal or divestment including the process of conducting and 

structuring any transaction, setting the price, making decisions to purchase, sell or transfer an interest in 

an entity or any securities or assets and the information provided to third parties in connection therewith. 

Confidentiality 

"Confidential Information" means non-public information marked "confidential" or "proprietary" or 

information that otherwise should be understood by a reasonable person to be confidential in nature, 

provided by a party or on its behalf. All terms of this agreement, including but not limited to fee and 

expense structure, are considered Confidential Information. Confidential Information does not include 

any information that (i) is rightfully known to the recipient prior to its disclosure; (ii) is released to any 

other person or entity (including governmental agencies) without restriction; (iii) is independently 

developed by the recipient without use of or reliance on Confidential Information; or (iv) is or later 

becomes publicly available without violation of this agreement or maybe lawfully obtained by a party 

from a non-party. The recipient will protect Confidential Information using reasonable measures 

commensurate with those that the recipient uses to protect its own confidential information. The 

recipient may use or disclose Confidential Information to perform the Services, or as permitted in this 

agreement, or as requested or directed by the disclosing party, or as required by applicable law, statute, 

rule, regulation or professional standard. The recipient will not otherwise disclose Confidential 

Information to third parties without the disclosing party's prior consent. If disclosure is required by law, 

statute, rule, or regulation (including any subpoena or other similar form of process), or by professional 

standards, the party to which the request for disclosure is made shall (other than in connection with 

government audits, investigations, or supervisory examinations by regulatory authorities with jurisdiction 

and without breaching any legal or regulatory requirement) provide the other party with prior written 

notice (to the extent permissible by law) thereof and, if practicable under the circumstances, allow the 

other party to seek a restraining order or other appropriate relief. 

Tax Services 

Notwithstanding anything to the contrary, Client has no obligation of confidentiality with respect to any 

portion of any materials, advice or Deliverables to the extent that they concern the tax structure or tax 

treatment of any transaction. If Client makes a disclosure pursuant to this paragraph, Client will only 

disclose information directly related to the tax structure or tax treatment of the transaction and will (a) 

provide PwC with the name of the person to whom the disclosure was made and a description of the 

information and materials disclosed; (b) notify such person that they may not rely upon such information 

and that PwC has no obligation, duly, liability or responsibility to such person; and (c) use commercially 

reasonable efforts to obtain an executed third party access letter from such person, as determined by PwC, 

other than Client's professional advisors as provided for above. For purposes of this paragraph, 

professional advisors do not include any advisors that are providing or may provide insurance, financing, 

capital in any form, a fairness opinion, or selling or underwriting securities, or who may obtain a financial 

interest in Client in connection with any advice related to the Services. 

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The content of any written tax advice is limited to the tax matters specifically addressed therein, and does 

not address any other potential tax consequences, including the potential application of tax penalties to 

any matter. If you request assistance on matters outside the scope of this engagement, we will discuss 

with you the corresponding scope and fees for such work. PwC's advice is not binding upon any taxing 

authority or the courts and there is no assurance that any relevant taxing authority will not successfully 

assert a contrary position. Client acknowledges that its ability to use PwC's advice for purposes of 

demonstrating reasonable cause with respect to any tax penalties is based on a variety of factors and that 

there can be no guarantee that PwC's advice alone will provide such protection. Furthermore, all advice, 

including drafts and oral advice, relating to the subject matter of this engagement provided prior to our 

final written deliverable is preliminary in nature and is not intended to constitute our final advice 

regarding the matters or transactions to which the written advice relates. 

Certain federal and state regulations require taxpayers to disclose their participation in certain reportable 

transactions to the taxing authorities. Client shall advise PwC if it determines that any matter covered by 

this agreement is a reportable transaction requiring disclosure. Certain federal and state regulations also 

require PwC to submit information returns and maintain lists of certain client engagements if PwC is a 

material advisor to a client that has participated in a reportable transaction. Therefore, if PwC 

determines, after consultation with Client, that Client has participated in a transaction which requires 

PwC to register and/or list the transaction, PwC will place Client's name and other required information 

on the list. PwC will contact Client if PwC is required to provide Client's name to the U.S. Internal 

Revenue Service or any state in connection with any matter under this engagement letter. 

Federal law and certain state laws impose obligations on tax return preparers with respect to a position 

reported on a tax return or claim for refund that does not meet certain standards regarding levels of 

confidence. If during the course of applicable Services PwC identifies a position that does not meet these 

standards, PwC will advise Client about the potential penalty exposure and whether the penalty can be 

avoided through disclosure. If we are preparing the return or claim for refund and it is concluded that 

disclosure is required, we will prepare the disclosure and provide it to you. Our work may require 

consultation with a PwC subject matter specialist to reach and document the level of technical support for 

the position. We will discuss with you any additional fees that may be incurred as a result of complying 

with these requirements. 

Federal law (IRC Section 6662(b)) subjects taxpayers to a strict liability penalty equal to 40% (or 20% if 

adequately disclosed in a tax return) of any underpayment of tax attributable to that portion of a 

transaction which is determined to lack economic substance under IRC Section 7701(0) or fails to satisfy 

any other similar rule of law. The higher penalty will be due if the transaction that is determined to lack 

economic substance is not "adequately disclosed" in the taxpayer's return; therefore, it is important that 

you advise your tax return preparers of transactions to which this penalty provision might apply, 

recognizing that no guidance has yet been issued on the substantive aspects of the codified economic 

substance doctrine. Penalties can also be imposed by states to the extent that state laws have adopted 

similar provisions. 

The Services do not include an opinion or any other form of assurance with respect to Client's 

determination of the economic substance of a transaction or any related penalties. However, if requested, 

PwC may provide general advice on Client's determination of such economic substance. To the extent that 

we provide any advice with respect to the potential impact of the economic substance doctrine included in 

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IRC Section 7701(0) or similar state provisions or any related penalties that might he imposed, such advice 

rendered as part of our Services will be based on applicable case law, reasonable interpretation of 

legislation and available guidance. Under IRC Section 6664(c), no exceptions (including the reasonable 

cause exception) to the imposition of such penalties are available and therefore no advice will protect you 

from any such penalties. Therefore, PwC shall not be liable for any federal or state penalties imposed on 

you if any portion of a transaction is determined to lack economic substance or fails to satisfy any similar 

rule of law or if the disclosure of such transaction is determined to be inadequate. 

Relationships with Other Parties 

This is a non-exclusive agreement and, subject to PwC's confidentiality obligations, PwC and the Other 

PwC Firms (defined below) are not prevented or restricted from providing services to other clients. Client 

consents to PwC and the Other PwC Firms providing these services. 

Client expressly agrees that PwC and the Other PwC Firms may provide services to potential Buyers of all 

or part of Client. The individuals performing the Services will not be the same individuals providing 

services to such other clients in connection with the specific transaction and there will be no sharing of 

information regarding the specific transaction between the respective teams, unless authorized by Client 

and the applicable Buyer. 

Timing, Fees and Expenses 

Completion of the Services by any agreed upon date is subject to, among other things, appropriate 

cooperation, obtaining the necessary information and timely responses to inquiries. PwC will advise 

Client promptly if the Services cannot be completed within the agreed upon time frame. 

The fees are based on the time required to complete the engagement. Individual hourly rates vary 

according to the experience and skill required. The estimated fee for this engagement is between 

$475,000 and $500,000, which is reflective of a 30% discount which will be captured in our time invested 

but not billed. If it appears that the fee will exceed the estimate, PwC will advise Client promptly and will 

not undertake additional Services without prior approval. 

Fees by level 

Individuals Hourly Billing Rate 

Partner/Principal $780 ~$909 

Director/Senior Manager $650 - $776 

Manager $445 ~ $650 

Senior Associate $348 - $497 

Associate $287 ~ $433 

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Estimated Fees by workstream 

Workstream Fee Range 

Program Management and 

Operational Planning 

$200,000-$230,000 

Finance $150,000-$175,000 

Tax/Structuring $50,000-$75,000 

Regulatory $75,000-$95,000 

PwC will also bill Client for out-of-pocket expenses, any applicable sales, use, excise or value added tax, 

and PwC's internal per-ticket charges for booking travel. 

Amounts billed for services performed by PwC and the PwC Subcontractors (defined below) shall be 

considered fees and not expenses and will be billed at rates determined by PwC based upon experience, 

skill and other factors or as otherwise agreed by the parties. 

Unless otherwise agreed by the parties, PwC will invoice Client on a regular basis and Client shall pay each 

invoice within 15 days after the invoice date. All invoices will be addressed to and payable by Client. 

If PwC is requested or authorized by Client or required by government regulation, regulatoiy agency, 

subpoena, or other legal process to produce PwC's Deliverables, working papers or individuals for 

testimony or interview with respect to the Services, Client will reimburse PwC for PwC's, the PwC 

Subcontractors' and their respective counsels' expenses and professional time incurred in responding to 

such a request. 

PwC's hourly fees are not contingent upon the consummation of a transaction, or any aspects of the 

Services and/or Deliverables. 

Limitations of Liability 

PwC is the U.S. firm of the global network of separate and independent PricewaterhouseCoopers firms 

(exclusive of PwC, the "Other PwC Firms"). PwC may draw on the resources of and/or subcontract to its 

subsidiaries, the Other PwC Firms and/or third party contractors and subcontractors, within or outside of 

the United States (each a "PwC Subcontractor") in connection with the provision of Services and/or for 

internal, administrative and/or regulatory compliance purposes. Client agrees that PwC may provide 

information PwC receives in connection with this agreement to the PwC Subcontractors for such 

purposes. PwC will be solely responsible for the provision of the Services (including those performed by 

the PwC Subcontractors) and for the protection of the Confidential Information provided to the PwC 

Subcontractors. The PwC Subcontractors and theirs and PwC's respective partners, principals, members 

and employees (collectively the "Beneficiaries") shall have no liability or obligations arising out of this 

agreement. Client agrees: (a) to bring any claim or other legal proceeding of any nature arising from the 

Services against PwC and not against the Beneficiaries; and (b) if any of Client's subsidiaries or affiliates 

receive or otherwise benefit from the Services, to ensure that any claims or disputes relating to the 

Services are brought pursuant to the terms of this agreement against PwC and not against the 

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Beneficiaries. PwC disclaims any contractual or other responsibility or duty of care to any other of Client's 

subsidiaries or affiliates and Client agrees to ensure or procure that its other subsidiaries and affiliates do 

not assert any claim or other legal proceeding against PwC or the Beneficiaries. Client assumes 

responsibility and liability for its subsidiaries' and affiliates' compliance with this agreement. While PwC 

is entering into this agreement on its own behalf, this section also is intended for the benefit of the 

Beneficiaries. 

Except to the extent finally determined to have resulted from PwC's gross negligence or intentional 

misconduct, PwC's aggregate liability for all claims, losses, liabilities and damages in connection with this 

agreement or its subject matter, whether as a result of breach of contract, tort (including negligence) or 

otherwise, regardless of the theory of liability asserted, is limited to no more than the total amount of fees 

paid to PwC for the particular Service giving rise to the liability. In addition, PwC will not be liable in any 

event for lost profits, consequential, indirect, punitive, exemplary or special damages. Also, PwC shall 

have no liability arising from or relating to any third party hardware, software, information or materials 

selected or supplied by Client. 

Client shall indemnify and hold harmless PwC and the Beneficiaries from and against all third party 

claims, losses, liabilities and damages (including any costs, expenses and reasonable attorneys' fees) 

arising from or relating to the Services or Deliverables, except to the extent finally determined to have 

resulted from PwC's gross negligence or intentional misconduct relating to the Services and/or 

Deliverables. 

Termination and Dispute Resolution 

Client or PwC may terminate this agreement without penalty upon notice to the other party. PwC may 

resign from its performance of any Services which may conflict with law, rule, regulation, independence or 

other professional regulations, standards or guidelines to which PwC conforms. Any provisions of this 

agreement which expressly or by implication are intended to survive termination or expiration will survive 

and continue to bind the parties. 

Any unresolved disputes between the parties shall be resolved by arbitration. The arbitration will be 

conducted in accordance with the Rules for Non-Administered Arbitration of the International Institute 

for Conflict Prevention and Resolution ("Rules") then in effect. The arbitration will be conducted before a 

panel of three arbitrators selected using the screened process provided in the Rules. The arbitration shall 

be seated and take place in New York, New York. The arbitration panel, and not any federal, state or local 

court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, 

applicability, enforceability or formation, of this agreement. The arbitration panel shall have no power to 

award non-monetary or equitable relief of any sort. It shall also have no power to award damages 

inconsistent with the limitations of liability provisions or any other terms herein. Judgment on any 

arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration shall be 

treated as confidential. Client accepts and acknowledges that any demand for arbitration arising from or 

in connection with the Services must be issued within one year from the date Client became aware or 

should reasonably have become aware of the facts that give rise to the alleged liability and, in any event, 

no later than two years after the cause of action accrued. 

This agreement and any dispute, whether in contract, tort, or otherwise will be governed by and 

construed, interpreted and enforced in accordance with the laws of the State of New York, without giving 

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effect to any choice of law principles or provisions relating to conflicts of laws that would require the laws 

of another jurisdiction to apply. 

Other Matters 

If PwC performs any Services prior to the parties executing this agreement, this agreement shall he 

effective as of the date PwC began performing those Services. 

PwC is owned by professionals who hold CPA licenses as well as by professionals who are not licensed 

CPAs. Depending on the nature of the services PwC provides, non-CPA owners may be involved in 

performing the Services. 

PwC is an independent contractor, not a fiduciary or agent of Client, and shall not perform any obligation 

of Client, whether regulatory or contractual, nor shall PwC negotiate on Client's behalf. Client has the 

requisite right, consent and permission to use and disclose all information, materials, software, or 

hardware (including those of third parties) provided by or on behalf of Client in connection with this 

agreement. No party to this agreement may assign or transfer this agreement, or any rights, benefits, 

obligations, claims or proceeds from claims arising out of or in anyway relating to this agreement, any 

Services provided hereunder, or any fees for any Services, to anyone, by operation of law or otherwise, 

without the prior written consent of the other party, and any assignment without such consent shall be 

void and invalid. This agreement shall be binding upon and inure to the benefit of the parties hereto and 

their permitted successors and assigns, and, except as expressly provided herein, nothing in this 

agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy of 

any nature whatsoever under or by reason of this agreement. 

This agreement represents the entire agreement between the parties with regard to the subject matter 

thereof and supersedes any prior understandings, proposals or agreements concerning the Services. If 

any part of any provision of this agreement is found to be unenforceable, the remainder of such provision 

and this agreement shall remain enforceable to the maximum extent permitted by law. Any changes to 

this agreement must be agr eed in writing. This agreement may be executed in counterparts, each of which 

shall he deemed an original, but all of which taken together shall constitute one single document between 

the parties. Counterparts may be exchanged by facsimile, or attached as a pdf, jpeg, or similar file type to 

an email. 

***** 

If Client has any questions about this agreement, please contact Morris (Morry) Jones at (415) 498 6423 . 

If the Services and terms of this agreement are acceptable, please sign a copy of this agreement below and 

return it to the undersigned. 

Very truly yours, 

PricewaterhouseCoopers LLP 

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Morris (Morry) Jones 

Partner 

Date: kMlv% 

ACCEPTED AND AGREED: 

Pacific Gas and Electric Company 

Signature of Client official: 

Signature of Client official: 

Print Client official's name: 

Title of Client Official: 

Date: 

C Lo**UJ<r-. 

/J ^ ^ &(tsrj if 

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Exhibit I - Scope of Work 

Phase I: High Level Feasibility Review (in two week priority increments) 

We will provide tax consulting and accounting advisory services related to the feasibility of a 

potential These services will include the following: 

Program Management and. Operational Support 

Identity BH^Hprograin team members. 

Determine planning assumptions (e.g., decentralized vs. centralized operating• 

structures, agreements, etc.) 

Identify and mitigate potential deal breakers (e.g., financial data, regulatory, tax), and 

develop Go/No-Go decision criteria. 

Identify and develop Icost considerations. 

Generate high-level overall timeline with key milestones and communications strategy, 

owners and worksteps. 

Determinemapproach and methodology (e.g., ® 

etc.) and frame strategic imperatives and critical capabilities for PG&E||^m^|. 

Identify high level mapping of functional areas, critical capabilities and applications® 

|for Management's consideration. 

Identify ke; 

Review costl 

riorilies and issues by functional area andsliarod sorvicos 

tructures and components for Management's review. 

Provide example peer functional benchmarks for|^mH®unctions (where applicable 

and upon request) for Management's review and consideration. 

iperating model structure and organization (role of 

I for PG&E I 

Determine overalll 

DeLermln^wfynctionsforeffidency and/or regulatory requirements, based on the 

proposed HHIHHHiiH, that must be further ^^|^^®^m^^®and/or 

Identify impacts and any linkages with H 

jperating model design. 

las applicable that must influence the 

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• Identify key issues to resolve for each element of I 

model and relevant aspects of PG&E's operating mode. 

operating 

Finance 

Analyze informatioiUejeJjrial balances) provided by the Cb'ent to develop an understanding 

of the availability of|^^|financial data. 

Analyze accounting issues based on information and facts provided by Client that include 

suggestions on possible alternative accounting that maybe available for Client's 

consideration. 

Provide observations on data B^^^Btnethodologies and approach at the financial account 

level to assist Client with its preparation of ancial information! 

Advise on potential financial reporting and SEC filing considerations related to the proposed 

transaction. 

Advise Client on matters to consider in their identification of potential matters that it may 

need to address related to its preparedness to undertake the Transaction. 

Advise Client in its development of its action plan to prepare|^mfiDancial information 

, as follows: 

o Advice on Client's project plans, including advice on the timing of milestones and 

milestone interdependencies, communication frameworks, governance structure, 

resource requirements, issues resolution processes and the responsibilities of various 

project teams/participants; 

o Observations on project status, completion risks and interdependencies 

Review and advise on document drafts prepared by Client in connection with the 

Attend various meetings with Client and, subject to the Use of Deliverables section, its other 

professional advisors to provide advice and recommendations to Client relating to issues 

relating to the proposedf" 

If requested, PwC will provide advice and assistance in connection with Client's accumulation 

of data and preparation of various schedules, account analyses, and reconciliations. If 

requested by Client, PwC will accumulate data and prepare certain schedules based upon 

Client's instructions, however, Client is responsible for Lhe procedures and methods used to 

accumulate data and prepare all schedules, analyses and reconciliations. These Services will 

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pwc 

be baaed upon information provided by Client The resulting materials prepared by PwC will 

be reviewed and approved by the member of Client's management team responsible for the 

information and its use. The Services will not include the preparation or drafting of financial 

statements or footnotes. 

Regulatory 

• Research and inventory state, federal and other applicable regulatory approvals required by 

Management 

• Develop initial plan to address required approvals and determine internal processes for 

managing Requests for Information (RFIs). 

• Develop and implement tracker to monitor regulatory approval progress, decisions with 

regulatory impact and potential risks or roadblocks to be mitigaLed by Management y 

• rdentifyanynewregulatory reporting needs and potential regulatory filing implications as 

j(i.e. future state requirements!. 

• Develop regulatory reporting capabilities assessment for Management's review. 

• Develop regulatory approval and communication roadmap for Management's review 

Legal/Tax 

• Participate in workstream discussions and provide tax advice to Management on an asneeded basis in connection with issues raised or conclusions reached in the other 

workstreams. 

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