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28 Keller & Benvenutti LLP 650 California Street, Suite 1900 San Francisco, CA 94108

EXHIBIT 1-2

Redline Comparison

Case: 19-30088 Doc# 3433-2 Filed: 08/07/19 Entered: 08/07/19 16:05:47 Page 1

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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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)

(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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Upon the Motion, dated June __19, 2019 [Docket No. __2662] (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 Supplemental Friske Declaration and related pleadings filed with this Court; 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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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 is approved. as modified herein (the “CEO Compensation Terms”):

a. To the extent required to comply with the executive compensation provisions

of Assembly Bill 1054, as it may be amended or supplemented, the Debtors shall

modify the CEO Compensation Terms;

b. The Debtors shall provide the advisors of the Creditors Committee with the

calculations underlying any proposed grant of 2019 Performance-Based Awards at

least seven (7) business days prior to the grant of such 2019 Performance-Based

Awards; and

c. A copy of any information provided pursuant to this Order to the advisors of

the Creditors Committee shall be provided to the advisors of the Tort Claimants

Committee.

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

granted in this Order in accordance with the Motion and as modified herein.

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**

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