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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A

Retention Order

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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) 

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 

In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

ORDER PURSUANT TO 11 U.S.C. § 327(a) 

AND FED. R. BANKR. P. 2014(a) AND 2016 

AUTHORIZING THE RETENTION AND 

EMPLOYMENT OF WEIL, GOTSHAL & 

MANGES LLP AS ATTORNEYS FOR 

DEBTORS EFFECTIVE AS OF THE 

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). 

Signed and Filed: April 9, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 09, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

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

Upon the Application, dated March 13, 2019 (the “Application”),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 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 Weil, Gotshal & Manges LLP (“Weil”) as 

attorneys for the Debtors, effective as of the Petition Date, under a general retainer, all as more fully 

set forth in the Application; and this Court having jurisdiction to consider the 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 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 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 Application, the Karotkin Declaration and the Loduca 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 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 Application establish just cause for the relief granted herein; and after due 

deliberation and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is granted as provided herein. 

2. The Debtors are authorized, pursuant to section 327(a) of the Bankruptcy Code and 

Bankruptcy Rules 2014(a) and 2016, to retain and employ Weil as their attorneys in these Chapter 11 

 

1

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

terms in the Application. 

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

Cases under a general retainer, in accordance with Weil's normal hourly rates and reimbursement of 

disbursements policies, all as contemplated by Application, effective as of the Petition Date. 

3. Weil is authorized to render the following professional services: 

a. take all necessary action to protect and preserve the Debtors’ estates, including 

the prosecution of actions on the Debtors’ behalf, the defense of any actions 

commenced against the Debtors, the negotiation of disputes in which the 

Debtors are involved and the preparation of objections to claims filed against 

the Debtors’ estates; 

b. prepare on behalf of the Debtors, as debtors in possession, all necessary 

motions, applications, answers, orders, reports and other papers in connection 

with the administration of the Debtors’ Chapter 11 Cases; 

c. take all necessary actions in connection with any chapter 11 plan and related 

disclosure statement and all related documents, and such further actions as may 

be required in connection with the administration of the Debtors’ estates; 

d. take all necessary actions to protect and preserve the value of the Debtors’ 

estates, and all related matters; and 

e. perform all other necessary legal services in connection with the prosecution of 

these Chapter 11 Cases; provided, however, that to the extent Weil determines 

that such services fall outside of the scope of services historically or generally 

performed by Weil as lead debtors’ counsel in a bankruptcy case, Weil will file 

a supplemental declaration. 

4. Weil shall be compensated in accordance with, and will file, interim and final fee 

applications for allowance of its compensation and expenses and shall be subject to sections 330 and 

331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the Fee Guidelines, 

and any further order of the Court; 

5. Weil shall be reimbursed for reasonable and necessary expenses as provided by the Fee 

Guidelines; 

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

the Debtors’ other retained professionals in these Chapter 11 Cases; 

7. Notice of the Application as provided therein shall be deemed good and sufficient 

notice of the Application; 

8. Weil shall provide reasonable notice to the Debtors and the U.S. Trustee of any increase 

of Weil’s hourly rates; 

9. To the extent the Application is inconsistent with this Order, the terms of the Order 

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

shall govern; 

10. 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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