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

Exhibit A 

[PROPOSED] Order 

Case: 19-30088 Doc# 2471-1 Filed: 06/10/19 Entered: 06/10/19 17:05:18 Page 1

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

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 

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. §§ 363 AND 105(a)AND FED. R. 

BANKR. P. 6004(h) AUTHORIZING 

DEBTORS TO PURCHASE DIRECTORS 

AND OFFICERS INSURANCE 

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

Upon the Motion, dated _______, 2019 [Docket No. #] (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 sections 363 and 105(a) of title 11 of the 

United States Code (the “Bankruptcy Code”) and Rule 6004 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for authority to purchase insurance coverage in the amount 

of $50 million for the benefit of the current directors and officers of the Debtors, including new 

officers and new directors appointed to the boards of each of the Debtors after the Petition Date, 

all as more fully set forth in the Motion; and this Court having jurisdiction to consider the Motion 

and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, Order Referring 

Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), 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 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 the Court having found and 

determined that notice of the Motion as provided to the parties listed therein is reasonable and 

sufficient under the circumstances, and it appearing that no other or further notice need be 

provided; and this Court having reviewed the Motion, the Markland Declaration, and the Wells 

Declaration (as amended on February 2, 2019 [Docket No. 263]); and this Court having held a 

hearing on the Motion; and this Court having determined that the legal and factual bases set forth 

in the Motion establish just cause for the relief granted herein; and it appearing that the relief 

requested in the Motion is in the best interests of the Debtors, their estates, creditors, 

shareholders, and all parties in interest; and upon all of the proceedings had before this Court 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 Motion. 

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

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted as provided herein. 

2. The Debtors are authorized, but not directed, pursuant to sections 363 and 

105(a) of the Bankruptcy Code, to enter into, purchase, and procure the EIS Policy and to pay the 

amount of $50 million to the protected cell on account of the premium payment and capital 

contribution pursuant to the terms thereof. 

3. Nothing herein alters or amends the terms and conditions of any of the 

Insurance Policies (as defined in the Final Insurance Order) or relieves the Debtors of any of their 

obligations under the Insurance Policies. 

4. Notwithstanding entry of this Order, nothing herein shall create, nor is 

intended to create, any rights in favor of or enhance the status of any claim held by, any party. 

5. Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Order shall 

be immediately effective and enforceable upon its entry. 

6. The Debtors are authorized to take all steps necessary or appropriate to carry 

out this Order. 

7. 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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