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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A 

[PROPOSED] Order

Case: 19-30088 Doc# 2662-1 Filed: 06/19/19 Entered: 06/19/19 22:03:09 Page 1

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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)

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

(ray.schrock@weil.com)

(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) APPROVING 

TERMS OF EMPLOYMENT FOR NEW 

CHIEF EXECUTIVE OFFICER AND 

PRESIDENT OF PG&E CORPORATION

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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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion, dated June __, 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”), for an order approving the terms of employment for William D. 

Johnson as Chief Executive Officer and President of PG&E Corp., 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 upon consideration of the Brownell Declaration and the Friske Declaration; and the Court 

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

reasonable and sufficient, and it appearing that no other or further notice need be provided; and this 

Court having reviewed the Motion; and this Court having held a hearing on July 24, 2019 with respect 

to 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 PG&E Corp., its estate, creditors, shareholders, and all parties in 

interest and represents a sound exercise of PG&E Corp.’s business judgment; and upon the record of 

the hearing and all of the proceedings had before this Court and after due deliberation and sufficient 

cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted, as provided herein.

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

terms in the Motion.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

2. Pursuant to sections 363 and 105(a) of the Bankruptcy Code, the terms of

employment for William D. Johnson, as CEO and President of PG&E Corp., as set forth in the 

Motion, are hereby approved. 

3. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order.

4. Notice of this Motion satisfies the requirements of Bankruptcy Rule 6004(a).

5. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Order are immediately effective and enforceable upon its entry.

6. 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**

Case: 19-30088 Doc# 2662-1 Filed: 06/19/19 Entered: 06/19/19 22:03:09 Page 4

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