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EXHIBIT 1-2 

Redline Comparison 

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@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

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

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In re:

PG&E CORPORATION,

 - and –

PACIFIC GAS AND ELECTRIC

COMPANY,

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).

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO 11

U.S.C. § 363(b) AUTHORIZING DEBTORS

TO PAY THE FEES AND EXPENSES OF

SIMPSON THACHER & BARTLETT LLP

PURSUANT TO 11 U.S.C. § 327(e) AS

COUNSEL TO THE

INDEPENDENTBOARD OF DIRECTORS

OF EACH OF PG&E

CORP.CORPORATION AND PACIFIC GAS

AND ELECTRIC COMPANY AND

PURSUANT TO 11 U.S.C. § 363 AS

COUNSEL TO CERTAIN CURRENT AND

FORMER INDEPENDENT DIRECTORS

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Upon the Motion, dated _________April 2, 2019 (the “Motion”)1 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 363(b) of title 11 of the United States Code (the

“Bankruptcy Code”), for authorization to pay the reasonable and undisputed fees and expenses of

Simpson Thacher & Bartlett LLP (“Simpson Thacher”) as counsel to the Board of Directors (the

“Board”) of each of PG&E Corporation and Pacific Gas and Electric Company and as counsel to

certain current and former Independent Directors (as defined below), pursuant to the terms set forth in

the Motion and the Supplemental Declaration of Michael H.Torkin in Support of the Motion Pursuant

to 11 U.S.C. § 363(b) Authorizing Debtors to Pay the Fees and Expenses of Simpson Thacher &

Bartlett LLP as Counsel to the Independent Directors of PG&E (As Modified as Described Herein)

(the “Supplemental STB Declaration”); and upon consideration of the Declaration of Michael H.

Torkin in Support of the Motion Pursuant to 11 U.S.C. § 363(b) Authorizing Debtors to Pay the Fees

1

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

in the Motion.

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and Expenses of Simpson Thacher & Bartlett LLP as Counsel to the Independent Directors of PG&E

Corp. (the “Torkin Declaration”), the Supplemental Declaration and the Declaration of Nora Mead

Brownell in Support of the Motion Pursuant to 11 U.S.C. § 363(b) Authorizing Debtors to Pay the

Fees and Expenses of Simpson Thacher & Bartlett LLP as Counsel to the Independent Directors of

PG&E (As Modified as Described in the Supplemental STB Declaration) (the “Brownell

Declaration”); and upon the request of the Office of the U.S. Trustee that Simpson Thacher be

retained as counsel for the Board pursuant to 11 U.S.C. § 327(e); and this Court having jurisdiction to

consider the Motion 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 Motion and the relief

requested therein 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 Motion

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 Motion and, the Torkin Declaration, the Supplemental

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STB Declaration and the Brownell Declaration; and a hearing having been noticed to consider the relief

requested in the Motion (the “Hearing”); and upon the record of the Hearing (if any was held) and all

of the proceedings had before the Court; and the Court having found and determined that the relief

sought in the Motion 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 Motion establish just cause for the

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

IT IS HEREBY ORDERED THAT:

1. The Motion is granted as provided herein.

2. The Debtors are authorized, pursuant to section 363(b) of the Bankruptcy Code,

to pay the reasonable fees and compensation to, and reimburse expenses of, Simpson Thacher, as

counsel to the Independent Directors of PG&E Corp. (the “Independent Directors”), effective as of

the Petition Date.

2. Pursuant to the terms of this Order and effective as of the Petition Date, the

Debtors are authorized (i) pursuant to section 327(e) of the Bankruptcy Code, to pay reasonable fees

and compensation to, and reimburse reasonable and necessary expenses of, Simpson Thacher as

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counsel to the Board, as it may be constituted from time to time, and to the members of the Board from

time to time in their capacities as members of the Board (the “Board Representation”), and (ii)

pursuant to section 363 of the Bankruptcy Code, to pay reasonable fees and compensation to, and

reimburse reasonable and necessary expenses of, Simpson Thacher as counsel to certain current and

former independent directors in their individual capacities who serve or served as independent directors

prior to and/or as of the Filing Date (each an “Independent Director” and collectively, the

“Independent Directors”) (the “Independent Director Representation”).

3. TheSubject to the Court’s approval, the Debtors shall pay the reasonable and

undisputed fees of, and reasonable and necessary expenses incurred by, Simpson Thatcher as advised to

the Independent Directors in connection with: these Chapter 11 Cases; regulatory, judicial, and related

proceedings concerning conduct of the Debtors or the Independent Directors; shareholder and

securities-related issues including litigation; the Independent Directors’ review of the Debtors’ safety

and compliance practices; the exercise of their fiduciary duties including with respect to maximizing the

value of the Estate; and such other matters as may be requested by the Independent Directors and

agreed by Simpson Thacher from time to time.(A) in the Board Representation with respect to (i) all

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matters related to corporate governance, and (ii) other related matters and (B) in the Independent

Director Representation with respect to (i) representation in ongoing litigation and regulatory

inquiries, including matters involving the California Public Utilities Commission, (ii) fact-gathering, and

(iii) related matters.

4. With respect to both the Board Representation and the Independent Director

Representation, Simpson Thacher shall apply for compensation and reimbursement of expenses in

compliance with 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 for

Professionals (the “Interim Compensation Order”) [Docket No. 701], applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable

procedures and orders of the Court.

5. In connection with any increases in Simpson Thacher’s rates, Simpson Thacher

shall provide reasonable notice to the Debtors, the Official Committee of Unsecured Creditors (the

“Committee”), the Official Committee of Tort Claimants (the “TCC” and together with the

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Committee, the “Committees”) and the U.S. Trustee. The notice shall certify that the Debtors have

consented to the requested rate increases.

6. Nothing contained herein shall prejudice, in any way, the right of any current or

former member of the Board of Directors of either Debtor, including any Independent Director, from

seeking and obtaining indemnification, advancement, reimbursement or other coverage under any

insurance policies, including D&O policies, related to such director’s service on the Board of Directors

of either Debtor or from filing a proof of claim against either Debtor.

4. Simpson Thacher shall file and submit monthly invoices (the “Monthly

Invoices”) to the Independent Directors, with copies of the Monthly Invoices (redacted as appropriate)

submitted reasonably contemporaneously therewith to (a) the Debtors, (b) counsel for the Debtors, (c)

the Office of the United States Trustee for Region 17 (the “U.S. Trustee”); (d) counsel to each of the

committees and any official committees appointed in these Chapter 11 Cases; and (e) counsel to the

administrative agent under the Debtors’ debtor in possession financing facility (collectively, the “Notice

Parties” and each, a “Notice Party”). The Debtors will pay all reasonable and undisputed amounts

invoiced by Simpson Thacher in accordance with the following Payment Procedures:

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(a) On or after the 30th day of each calendar month following the month for which

compensation is sought, Simpson Thatcher will file with the Court and serve on

each of the Notice Parties a Monthly Invoice with respect to the fees and

expenses incurred during the preceding month.

(b) Each Notice Party shall have fifteen (15) days after a Monthly Invoice is served

to review it and, if such Notice Party has an objection to the fees and expenses

sought in a particular Monthly Invoice (an “Objection”), such party shall, by no

later than fifteen (15) days following service of the particular Monthly Invoice

(the “Objection Deadline”) to file and serve upon Simpson Thacher and the

Notice Parties a written notice (the “Notice of Objection to Invoice”), setting

forth with specificity the nature of the Objection and the amount of fees or

expenses at issue.

(c) If no Notice of Objection to Invoice has been filed and timely served upon

Simpson Thacher and the Notice Parties by the expiration of the Objection

Deadline, or if Simpson Thacher and the objecting Notice Party thereafter

consensually resolve any such Objection, the Debtors shall promptly pay, in full,

the fees and expenses identified in the Monthly Invoice.

(d) If a Notice of Objection to Invoice has been filed and timely served upon

Simpson Thacher and the Notice Parties, the Debtors shall withhold payment of

that portion of the Monthly Invoice to which the Objection is directed and

promptly pay the remainder of the fees and expenses to Simpson Thacher.

(e) If a Notice of Objection to Invoice is filed upon Simpson Thacher and the Notice

Parties, Simpson Thacher and the objecting party will work in good faith to

resolve their dispute without resort to the Court.

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(f) Any Objections that are not resolved by the parties shall be preserved and

presented to the Court at the next available Omnibus Hearing Date; and it is

further

47. Notice of the Motion as provided therein is deemed good and sufficient notice of

the Motion.

5. Simpson Thacher shall provide reasonable notice to the Debtors and the U.S.

Trustee of any increase in Simpson Thacher’s hourly rates as set forth in the Motion.

8. This Order shall only apply to the retention of Simpson Thacher, and the

retention of any additional counsel by the Debtors or any other party on behalf of the Independent

Directors shall be the subject of an additional retention application filed in accordance with the Order

Implementing Certain Notice and Case Management Procedures [Docket no. 759]. The Committee

reserves all rights with respect to any such additional application.

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

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

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____________________________________

** END OF ORDER **

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