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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A 

[PROPOSED] Order

Case: 19-30088 Doc# 2197-1 Filed: 05/22/19 Entered: 05/22/19 18:00:20 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)

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. §§ 327 AND 328 AND FED. R. 

BANKR. P. 2014(a) AND 2016 FOR 

AUTHORIZING THE RETENTION AND 

EMPLOYMENT OF DELOITTE & TOUCHE 

LLP AS INDEPENDENT AUDITOR AND 

ADVISOR TO THE DEBTORS NUNC PRO 

TUNC TO 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).

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Application, dated May 22, 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 sections 327 and 328 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”), 

requesting authority to retain and employ Deloitte & Touche LLP (“Deloitte & Touche”) as independent 

auditor and advisor for the Debtors effective as of the Petition Date, 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 the Court having found and determined that notice of the Application 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 Application and the Gillam Declaration; 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 sections 327(a) and 328(a) of the Bankruptcy

Code and Bankruptcy Rules 2014(a) and 2016, to retain and employ Deloitte & Touche as their 

independent auditor and advisor in these Chapter 11 Cases in accordance with the terms and conditions 

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

terms in the Application.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

set forth in the Engagement Agreements to perform the Services as contemplated in the Application,

effective as of the Petition Date.

3. If the Debtors and Deloitte & Touche enter into any additional agreements for the

provision of additional services by Deloitte & Touche, Deloitte &Touche and the Debtors will seek 

separate retention orders with regard to any such additional agreements. 

4. Notwithstanding anything to the contrary contained herein or in the Application or the

Engagement Agreements, Deloitte & Touche shall file interim and final fee applications for allowance 

of compensation and reimbursement of out-of-pocket expenses in accordance with the applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the United States

Bankruptcy Court Northern District of California Guidelines for Compensation and Expense

Reimbursement of Professionals and Trustees, effective February 19, 2014 (the “Local Guidelines”),

the U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of 

Expenses Filed under 11 U.S.C. § 330, effective January 30, 1996 (the “U.S. Trustee Guidelines,” and 

together with the Local Guidelines, the “Fee Guidelines”), the Order Pursuant to 11 U.S.C. §§ 331 and 

105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensation and 

Reimbursement of Expenses of Professionals [Docket No. 701], and any further Orders of the Court in 

these Chapter 11 Cases regarding professional compensation and reimbursement of expenses 

(the “Orders”).

5. Notwithstanding the prior paragraph, the fixed fees payable to Deloitte & Touche

pursuant to the Engagement Agreements are hereby approved as reasonable and shall be (i) compensated 

and reimbursed pursuant to the Bankruptcy Code in accordance with the terms of the Engagement 

Agreements, subject to the procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the 

Bankruptcy Local Rules, the Fee Guidelines, and the Orders and (ii) subject to review only pursuant to 

the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standard 

of review set forth in section 330 of the Bankruptcy Code, except that the U.S. Trustee may review such 

compensation under sections 330 and 331 of the Bankruptcy Code and the Court retains jurisdiction to 

consider the U.S. Trustee’s response or objection to Deloitte & Touche’s interim and final fee 

applications on all grounds, including, but not limited to, reasonableness pursuant to section 330 of the 

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767 Fifth Avenue

New York, NY 10153-0119

Bankruptcy Code. 

6. Deloitte & Touche shall include in its fee applications, among other things, time records 

setting forth a summary description of the services rendered by each professional, with the exception of 

clerical staff, and the amount of time spent on each date by each such individual in rendering services 

on behalf of the Debtors in one-half hour (0.5) increments.

7. Deloitte & Touche shall provide reasonable notice to the Debtors and the U.S. Trustee of 

any increase of the hourly rates listed in the Gillam Declaration and the U.S. Trustee retains all rights to 

object to any rate increase on all grounds including, but not limited to, the reasonableness standard 

provided for in section 330 of the Bankruptcy Code, and all rates and rate increases are subject to review 

by the Court.

8. The indemnification, contribution, and reimbursement provisions set forth in certain of 

the Engagement Agreements are approved, provided, however, that with respect to the Services 

performed from the Petition Date to the effective date of any chapter 11 plan of the Debtors the

indemnification, contribution, and reimbursement provisions set forth in such Engagement Agreements 

are subject to the following terms:

a. Deloitte & Touche shall not be entitled to indemnification, contribution or reimbursement 

for services other than the services provided under the Engagement Agreements, unless 

such services and the indemnification, contribution or reimbursement therefore are 

approved by the Court; and

b. Notwithstanding any provisions of the Engagement Agreements to the contrary, the 

Debtors shall have no obligation to indemnify Deloitte & Touche or provide contribution 

or reimbursement to Deloitte & Touche for any claim or expense that is judicially 

determined (the determination having become final) to have arisen from Deloitte & 

Touche’s bad faith, negligence, or willful misconduct.

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

govern. 

10. The Debtors are authorized to take all steps necessary or appropriate to carry out this 

Order.

11. 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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