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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 1-C

Statement of Work

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 1

of 7
Contract Work Authorization

WILLIS TOWERS WATSON

C14721

Page 1 of 6

62-4229 CWA (9/26/18) Sourcing

Contract Work Authorization (CWA)

This Contract Work Authorization (“CWA”) No. C14721 is issued under and pursuant to the Blanket Agreement or 

Master Service Agreement No. C732 (4400009506) dated 06, February 2015 (the “MSA”) between the below-named 

Contractor (“Contractor”), a Delaware Limited Liability Company, and Pacific Gas and Electric Company (“PG&E”), a 

California corporation with its headquarters located at 77 Beale Street, San Francisco, California 94105. Contractor 

shall perform all Work under this CWA pursuant to and in accordance with the terms and conditions of the MSA. 

Contractor’s 

Legal Name: 

WILLIS TOWERS WATSON US LLC Total Number of Pages: 6

Contractor’s 

Address: 

800 N GLEBE ROAD 10th FLOOR

ARLINGTON, VA 22203

Project Name:

Job Location: PG&E Authorized Location(s)

WORK: Contractor shall, at its own risk and expense, perform the Work described in this Contract Work Authorization and furnish all labor,

equipment, and materials necessary to complete the Work as summarized below and as more fully described in Attachment 1, Scope of Work. 

While this Change Order is signed as of the latest signature date below, the Parties specifically agree it shall be effective as 

of 01, March 2019 and that the Contract Work Authorization shall be deemed to have been in effect continuously and without interruption since 

the original effective date of 01, March 2019. 

WTW will provide compensation consulting in support of the Chapter 11 filing on behalf of PG&E and its advisors. Work with the Board of 

Directors’ Compensation Committee, management and advisors on competitive benchmarking, incentive design, and other related requests and 

analyses. Provide services related to Chapter 11 such as preparation of declarations, participation in depositions and expert testimony, meetings 

with management and advisors.

ATTACHMENTS: Each of the following documents are attached to this CWA and are incorporated herein by this reference: 

Attachment 1: Scope of Work, Pages 3-6

CWA TERM: 

CWA 

COMPLETION:

This CWA is effective upon signature by both parties and expires on 30, August 2019. Time is of the 

essence. 

Contractor shall commence performance hereof when directed to do so by PG&E and Work shall be 

completed by the completion date of 30, August 2019. 

CONSIDERATION: As full consideration for satisfactory performance of the Work under this CWA by Contractor, PG&E’s total 

obligation to Contractor shall not exceed the following amount. This amount is inclusive of all taxes incurred in the performance 

of the Work. Any change to this amount shall only be authorized in writing by a PG&E CWA Change Order, fully executed by 

both PG&E and Contractor.

TOTAL: Not to Exceed $474,338.00 USD

PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility,” and, together with PG&E Corp., the “Debtors”), are 

debtors-in-possession in a proceeding pending under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), in the United 

States Bankruptcy Court for the Northern District of California. Nothing herein shall be deemed to constitute an assumption of the Contract 

and/or any CWA or a waiver or modification of the Debtors’ rights to assume, assume and assign, or reject the Contract and/or any CWA 

pursuant to section 365 of the Bankruptcy Code. The Debtors hereby reserve all rights available to them under such proceedings. Any amounts 

paid by the Debtors hereunder must be applied to goods and/or services provided to the Debtors on or after January 29, 2019 (the “Petition 

Date”) and shall not be applied to satisfy Claims (as defined in the Bankruptcy Code) arising prior to the Petition Date.

THE PARTIES, BY SIGNATURE OF THEIR AUTHORIZED REPRESENTATIVES, HEREBY AGREE TO THE TERMS OF 

THIS CONTRACT WORK AUTHORIZATION.

PACIFIC GAS AND ELECTRIC COMPANY CONTRACTOR: WILLIS TOWERS WATSON US LLC

Signature Signature

Name Jen Senft Name Tom Matthews

Title Sourcing Supervisor Title

Date Date

Restructuring Consulting

DocuSign Envelope ID: 99648AD2-5AF6-457A-BF5A-138253862A2A

4/8/2019

Client Relationship Director

4/8/2019

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 2

of 7
Contract Work Authorization

WILLIS TOWERS WATSON

C14721 

Page 2 of 6 

62-4229 CWA (9/26/18) Sourcing

ADMINISTRATION

PG&E 

Negotiator

Sydni Self Contractor 

Representative

Tom Matthews

Phone 415-973-9011 Phone 415-733-4145

Email Sydni.Self@pge.com Email tom.matthews@willistowerswatson.com

Accounting Reference

PG&E Work Supervisor: Phone: 

INVOICE 

INSTRUCTIONS: 

As described in more 

detail in the Invoicing 

section of the Terms and 

Conditions, Contractor 

shall send invoices for 

each payment when due, 

showing the Purchase 

Order Number (starts with 

“27” or “35”) and the Line 

Item number, if 

applicable.

The default submission system for invoices to PACIFIC GAS AND ELECTRIC COMPANY should be through 

the Taulia electronic invoicing portal, which also provides real-time invoice payment status. 

In rare cases that it is infeasible for a supplier to use this system, please send paper invoices to the address 

below. Invoice payment status for paper invoices can be accessed through the automated PG&E Paid Help 

Line at (800) 756-PAID (7243) or by emailing APPaidline@pge.com

Send ORIGINAL Invoice to: PG&E Accounts Payable*

PO Box 7760

San Francisco, CA 94120-7760

Send COPY of Invoice to:

INTERNAL PG&E USE ONLY

Distribution Date

Distribution of Copies:

ARIBA Contracts (“CXXXX” series): Buyer 

uploads an executed copy in Ariba.

Contractor

(Signed Original Copy)

Work Supervisor Manager 

Invoice Approver Supervisor 

V.P. Sourcing/ Purchasing

Director Law 

John Lowe 415-973-5513

PR317709

Contract Work Authorization: C14721

Adama Moore

Adama.Moore@pge.com

DocuSign Envelope ID: 99648AD2-5AF6-457A-BF5A-138253862A2A

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 3

of 7
Bankruptcy Consulting 

Statement of Work 

Date March 26, 2019

Exhibit B - Statement of Work for Compensation Consulting 

This Statement of Work (SOW) outlines the engagement between Pacific Gas and Electric Company 

(“PG&E” or “client”) with Willis Towers Watson (“WTW”, “we”, or “us”) to perform the services described in 

this document. 

The governing MSA for this work is Master Services Agreement #4400009506 executed on February 12, 

2015, and supersedes all other oral and written representation, understandings, or agreements relating to 

the subject matter hereof. 

ENGAGEMENT OBJECTIVES AND SCOPE OF SERVICES: 

1. SCOPE. Define the initiative, project purpose, key objective(s), impacted line(s) of

business/stakeholder(s), and rationale.

Provide compensation consulting in support of the Chapter 11 filing on behalf of PG&E and its

advisors. Work with the Board of Directors’ Compensation Committee, management and advisors

on competitive benchmarking, incentive design, and other related requests and analyses. Provide

services related to Chapter 11 such as preparation of declarations, participation in depositions

and expert testimony, meetings with management and advisors.

2. DELIVERABLES, MILESTONES AND ACCEPTANCE. Key expected project outcomes, high-level

milestones/decision points and the criteria that will be used to accept completion of project work.

Preparation of analyses for presentation to the Compensation Committee and/or management

and the Company’s advisors. Deliverables will be reports, declarations, preparation for testimony

at hearings, etc., in addition to ad hoc work streams assigned by the Compensation Committee,

teleconferences, and reports.

3. ANTICIPATED TIMEFRAME, PROJECT SCHEDULE [(Exhibit B2) with activities, start and end dates and

any key dependencies]

The length of PG&E’s Chapter 11 process is unknown. Currently the duration of this SOW is

expected to be from March 1, 2019, through September 30, 2019.

4. KEY ASSUMPTIONS [Assumptions used to base proposed team mix, duration of the project,

expenses, risk, etc.]

The restructuring consulting team is being led by Doug Friske, Managing Director and leader of

the restructuring team at Willis Towers Watson. The team consists of approximately five (5)

consultants. Due to the nature of the assignment a significant portion of the consulting time will be

conducted by senior level consultants. Expenses will be charged at cost and are estimated to be

approximately $8,000 per month (estimated that there will be multiple trips per month to- and

from- San Francisco for meetings, depositions, court hearings, etc.)

5. TEAM/RESOURCE DESCRIPTION [A description of all team members and resources (including

subcontractors), levels and expertise, and their role/contribution to the project and its

deliverables. For any Consultant team member who will be providing support to other projects,

an explanation and estimated time commitment on all concurrent projects must be provided.]

WILLIS TOWERS WATSON 

C14721 

Page 3 of 6 

DocuSign Envelope ID: 99648AD2-5AF6-457A-BF5A-138253862A2A

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 4

of 7
Bankruptcy Consulting 

Statement of Work 

Date March 26, 2019

a. Doug Friske, Managing Director – Project lead

b. Mark Kazmierowski, Senior Director - Project manager

c. Simon Benfrech, Consultant - Project manager

d. Shui Yu, Consultant – Analytical support

e. Frankie Szeto, Senior Analyst – Analytical support

f. Catherine Bermudez, Administration – Administration Support

6. PG&E ROLE AND RESPONSIBILITIES [Expectations of PG&E team members, sponsors, and

managers to make the project successful]

 John Lowe – Primary PG&E project manager for overall scope of consulting activities 

 Kevin O’Connell – PG&E project manager overseeing certain segments of the project 

 PG&E Compensation Committee of the Board of Directors – primary contact and 

manager for specific Compensation Committee requested projects 

7. PROFESSIONAL FEES AND EXPENSES [Exhibit B1]

Fees and expenses are detailed in Exhibit B-1

Note: In this statement of work, Willis Towers Watson is adding a very senior “Managing

Director” level which was not contemplated as part of the PG&E template at the original time of

designing the original Master Services Agreement. This new level reflects the key consultant on

the project – and, has been included as part of the budget in order to accommodate the key

consultant on this project. The hourly consulting fee for this consultant will be above the “Partner”

noted level in the Master Services Agreement.

8. PG&E AND CONSULTANT WORK SUPERVISOR NAME, NUMBER AND EMAIL ADDRESS

Not Applicable

9. WORK LOCATION(S)

San Francisco, California 

Chicago, Illinois 

Seattle, Washington 

10. OTHER (CONSIDER THE FOLLOWING OTHER AREAS)

 The consulting on this project is different than other more definable projects due to it being a 

restructuring project. In our experience, we find that there are often ad hoc projects and 

several meeting cycles that are needed to complete such a project. While we have an 

understanding of certain key projects today (incentive design), we anticipate that our 

consulting time will vary due to the nature of the restructuring case and based on requests 

from PG&E’s management team and PG&E’s Compensation Committee of the Board of 

Directors. 

WILLIS TOWERS WATSON 

C14721 

Page 4 of 6 

DocuSign Envelope ID: 99648AD2-5AF6-457A-BF5A-138253862A2A

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 5

of 7
Bankruptcy Consulting 

Statement of Work 

Date March 26, 2019

Exhibit B1 –Sample Resource Schedule and Budget. All requisite data must be provided by the Consultant in the format specified by this 

Exhibit. Any exceptions or deviations from this Exhibit must be approved by PG&E in writing. The completed Exhibit must agree with the detailed 

project Schedule (Exhibit B2). 

Each team member’s name, title and approximate contribution to both the overall project (i.e. utilization) and each individual deliverable/milestone 

shall be specified. Team members who are subcontractors must be clearly identified. Any travel related expenses and discounts extended must 

be clearly identified and explained. Cross references to the described team members and deliverable/milestones (i.e. in the SOW narrative) must 

be clear and unambiguous. 

Please coordinate with your PG&E Sourcing representative in advance during project planning for additional details and updates to the Exhibit. 

Resource Schedule and Project Budget

Project: Insert Project Name

Estimated Resource Schedule: Jan Feb Mar April May June July Aug Sept Oct Nov Dec Total 

Billable Days 22 20 22 21 22 21 22 22 21 22 21 19

Resource Title/Name* Utilization

Managing Director 26% 25 25 25 25 25 25 150

Principal or Equivalent 26% 25 25 25 25 25 25 150

Senior Consultant / Principal 5% 5 5 5 5 5 5 30

Consultant 11% 10 10 10 10 10 10 60

Analyst 16% 15 15 15 15 15 15 90

Entry Level Associate 11% 10 10 10 10 10 10 60

Administrative 5% 5 5 5 5 5 5 30

Project Total 100% 0

Total: 95 95 95 95 95 95 0 0 0 0 570

*Indicate if subcontractor

Estimated Project Budget:

Based on Billing Rates for: Executive Compensation Consulting Jan Feb Mar April May June July Aug Sept Oct Nov Dec Total

Estimated Total Project Budget

Resource Title/Name* % of Time Rate Adj Rate

Partner Eqivalent

Managing Director 26% $ 1,150 1,150$ -$ -$ 28,756$ 28,756$ 28,756$ 28,756$ 28,756$ 28,756$ -$ -$ -$ -$ 172,538 $ 

Principal or Equivalent 26% $ 990 $ 990 -$ -$ 24,750$ 24,750$ 24,750$ 24,750$ 24,750$ 24,750$ -$ -$ -$ -$ 148,500 $ 

Senior Consultant / Principal 5% $ 740 $ 740 -$ -$ 3,700$ 3,700$ 3,700$ 3,700$ 3,700$ 3,700$ -$ -$ -$ -$ $ 22,200

Consultant 11% $ 480 $ 480 -$ -$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ 4,800$ -$ -$ -$ -$ $ 28,800

Analyst 16% $ 370 $ 370 -$ -$ 5,550$ 5,550$ 5,550$ 5,550$ 5,550$ 5,550$ -$ -$ -$ -$ $ 33,300

Entry Level Associate 11% $ 250 $ 250 -$ -$ 2,500$ 2,500$ 2,500$ 2,500$ 2,500$ 2,500$ -$ -$ -$ -$ $ 15,000

Administrative 5% $ 200 $ 200 -$ -$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ -$ -$ -$ $ 6,000

Expenses (if applicable) 8,000$ 8,000$ 8,000$ 8,000$ 8,000$ 8,000$ $ 48,000

Project Total 100% -$ -$ 79,056$ 79,056$ 79,056$ 79,056$ 79,056$ 79,056$ -$ -$ -$ -$ 474,338$ Hours

WILLIS TOWERS WATSON 

C14721 

Page 5 of 6 

DocuSign Envelope ID: 99648AD2-5AF6-457A-BF5A-138253862A2A

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 6

of 7
Bankruptcy Consulting 

Statement of Work 

Date March 26, 2019

Exhibit B2 – Sample Project Budget/Sample Project Schedule

SAMPLE PROJECT SCHEDULE 

Duration 

in End 

Days Date

J F M A M J J A S O N D

1 Bankruptcy Consulting 3/1/2019 4/30/2019 9/30/2019 x x X X X X X

Q1 Q2 Q3 Q4

Chart Progress Task ID 

Number Task Name Start Date Finish Date

WILLIS TOWERS WATSON 

C14721 

Page 6 of 6 

DocuSign Envelope ID: 99648AD2-5AF6-457A-BF5A-138253862A2A

Case: 19-30088 Doc# 3650-3 Filed: 08/21/19 Entered: 08/21/19 16:58:41 Page 7

of 7