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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit B

Master Services Agreement

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AGREEMENT

----

MASTER SERVICES

Updated January 201$

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4. DIVERSITY 3

5. BILLiNG 4

6. CONFLICTS Of TNTEREST AND BUSiNESS ETHICS 4

7. COMPLIANCE WITH SARBANES-OXLEY ACT ATTORNEY CONDUCT RULES 4

8. WARRANTY 5

9. TNfRTNGEMENT PROTECTION 5

10. HAZARDOUS MATERIALS 5

11. SAFETY PRECAUTIONS AND PROTECTION Of PROPERTY 5

12. CONFIDENTIAL INFORMATION AND INFORMATION SECURITY MEASURES 613. DOCUMENT RETENTION AND PRODUCTION REQUIREMENTS 7

14. AVAILABILITY OF BILLING INFORMATION 7

15. FEDERAL EQUAL OPPORTUNITY LAWS 7

16. CHOICE Of LAWS 817. NON-WAIVER 8

1$. FORCE MAJEURE $

19. TERMINATION AND BREACH Of AGREEMENT $

20. ARBITRATION OF FEE DISPUTE 9

21. PROFESSIONAL LIABILITY INSURANCE 9

22. GENERAL PROVISIONS 9

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For purposes ofthis Agreement, “you” and “your” means: (1) the law firm or legal

services provider executing this Agreement; and (2) all personnel, representatives, and vendorsof such law firm or service provider. PG&E and the law firm may be individually referred to as

“Party” and jointly referred to as “Parties.”

As each distinct matter in which you are presenting PG&E arises, a separate engagement

letter agreement will be sent to you covering the specific details ofthe matter. The terms ofthisAgreement apply to each such engagement.

RELATIONSifiP AND ENGAGEMENT EXPECTATIONS

1.1 Retention. You acknowledge and agree that you have been engaged and will be

supervised by PG&E’s Legal Department. You should not solicit or accept anengagement from any PG&E department other than the Law Department. PG&E

reserves the right to direct each matter for which you have been retained,

including all litigation.

1.2 firm Relationship Partner. You are expected to identify a Relationship Partner

for your firm to serve as a single point of contact across matters. While this

person may serve as the lead outside counsel for certain matters, the expectation is

that he or she will maintain a level of knowledge regarding your firm’s scope of

services for PG&E, spanning across all matters for which you are retained. The

Relationship Partner will be a single point of contact for periodic discussions

related to two-way feedback, dissemination of information, updates, generalrelationship considerations, and other administrative topics.

1.3 PG&E Relationship Manager. PG&E will identify a Relationship Manager for

your firm to serve as a single point of contact across matters. The Relationship

Manager will meet with you periodically to review the matters that you are

handling. The Relationship Manager will be a single point of contact for periodic

discussions related to two-way feedback, dissemination ofinformation, updates,general relationship considerations, and other administrative topics.

1.4 PG&E Matter Liaison. All PG&E legal matters are coordinated through the

PG&E Law Department. A PG&E Matter Liaison will be assigned for each

matter that you handle for PG&E. You and the PG&E Matter Liaison should

coordinate efforts in developing the most effective strategy for handling a matter.

In some cases, the PG&E Matter Liaison may not be an attorney, or may be

outside ofthe PG&E Law Department.

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and health, and firms performing services for PG&E are to do the same.

1.6 Consultants/Experts. In addition to its own in-house experts, PG&E reserves the

right to identify and recommend all outside consultants/experts. Authorization

must be obtained from PG&E before hiring any expert or consultant, as described

further in the Billing Requirements.

1.7 Independent Contractor Status. In assuming and performing the obligations of

this Agreement, you are an independent contractor and will not be eligible for any

benefits which PG&E may provide its employees. All persons, if any, whom you

hire must be your employees or your subcontractors and will not be construed as

employees or agents of PG&E in any respect.

1.2 Periodic Requests for Proposals. When PG&E uses outside counsel, it does so

based on counsel’s professionalism and expertise. PG&E approaches itsrelationship with outside counsel as a partnership, and understands the value of

developing that relationship over the long term. At the same time, PG&E wants

to derive the most benefit from its outside counsel expenditures. For those subject

matters for which PG&E retains outside counsel on a regular basis, PG&E intends

to issue requests for proposals at least once every two years to multiple law firms

with expertise in the subject matter.

2. RATES, EXPENSES, AND SERVICES

2.1 Rates. The Parties have agreed to the rates for individuals and specific categories

ofwork that are included in Exhibit A. In addition, to the extent that you have

offered a discount for certain volumes of work, the discounts are also reflected in

Exhibit A.

2.2 Expenses and Disbursements. The Billing Requirements include a description of

the expenses and disbursements that PG&E will pay for under this Agreement.

PG&E will not reimburse you for expenses or disbursements that are not

reasonable, ordinary, economical, and prudent, nor will PG&E pay for expenses

or costs that are prohibited by the Billing Requirements or are above an amount

specified in the Billing Requirements.

2.3 Nonconforming items, Expenses and Disbursement. PG&E will strike from your

statements any items, expenses, or disbursements that do not conform with the

terms ofthis Agreement, including the Billing Requirements.

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matter and/or will be separately documented by the Parties.

2.5 Additional Services. To the extent that you have offered additional services to

PG&E, these additional services are also included in Exhibit A. PG&E may

utilize these additional services during the term ofthis Agreement.

2.6 Billing Requirements. PG&E may amend the Billing Requirements at its sole

discretion from time to time and will provide you with a copy ofthe amended

Billing Requirements and the date the amended Billing Requirements become

effective.

3. VOLUME AND DURATION OF WORK

3.1 Volume of Work. This Agreement does not guarantee you any volume or

duration of work. This Agreement establishes the terms and conditions on which

PG&E will, through the issuance ofspecific engagement letters, obtain legal

services from you.

3.2 Duration of Work. No services are authorized to be performed on any matter

without issuance by PG&E of an engagement letter for that matter. This

Agreement is intended to be an “evergreen” agreement without a specified

termination date. However, the Parties may individually or jointly terminate this

Agreement, as well as any engagement entered into under this Agreement, under

the termination provisions in Section 19.

4. DIVERSITY

4.1 Diversity Plan. If you hire consultants to assist you on providing legal services to

PG&E, with PG&E’s prior approval, PG&E encourages you to submit to PG&E

your plan to provide Small Business Enterprises (“SBEs”), Women, Minority and

Disabled Veteran Business Enterprises (“WMDVBEs”), and Lesbian, Gay,

Bisexual and Transgender Business Enterprises (“LGBTBEs”) the opportunity to

bid on the performance of work.

4.2 Identification of Small and Diverse BusinessEnterprises. PG&E has Supplier

Diversity specialists available to assist you in identifying certified small business

and diverse businesses for bidding opportunities.

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time-to-time and you agree to cooperate in the implementation of any successor e

billing system selected by PG&E. More detailed billing information is included

in the Billing Requirements. Please note: PG&E will only accept your statementsin electronic format via Collaborati. Any mailed statement will be returned

unpaid.

6. CONFLICTS OF INTEREST AND BUSINESS ETifiCS

6.1 As long as your services for PG&E continue under this engagement, you are

required to adhere to:

6.1.1 All applicable rules and regulations governing professional conduct;

6.1.2 PG&E’s Supplier Code of Conduct

(http://www.pge.com/includes/docs/pdfs/b2b/purchasing/suppliers/SupplierCode

ofConductPGE.pdf); and

6.1.3 PG&E’s “Attorney Representation Conflict Principles” which are included

as Exhibit B.

6.2 You agree to immediately notify immediately PG&E’s Deputy General Counsel

or Assistant General Counsel of any violations ofthis Section 6 upon becoming

aware of such violation.

7. COMPLIANCE WITH SARBANES-OXLEY ACT ATTORNEY CONDUCT

RULES

7.1 You agree to comply with the Securities and Exchange Commission’s (“SEC”)

Attorney Conduct Rules promulgated on August 5, 2003, in Part 205 of Title 17

ofthe Code of Federal Regulations, as may be amended from time to time (“the

Part 205 Rules”).

7.2 Upon PG&E’s request, you agree to furnish to PG&E a written statement that you

have a policy to comply with the Part 205 Rules.

7.3 You agree to notify and consult with PG&E’s Executive Vice President and

General Counsel, Vice President and Deputy General Counsel, and/or AssistantGeneral Counsel, subject to your reasonable discretion and ethical obligations, if

you believe that a formal report to the Executive Vice President and General

Counsel or the Audit Committee of PG&E’s Board of Directors is warranted

under the Part 205 Rules. In this regard, you agree to designate in writing a single

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8.1 You warrant to PG&E that the work under this Agreement will be performed with

the degree of skill and care that is required by current, good, and sound

professional procedures and practices, and in conformance with generally

accepted professional standards prevailing at the time the work is performed so as

to ensure that the services performed are correct and appropriate for the purposes

contemplated in this Agreement.

9. INFRINGEMENT PROTECTION

9.1 You represent to PG&E that the material to be prepared under this Agreement

will not infringe upon the copyright, patent, or license, or otherwise violate the

proprietary rights, including trade secret rights, of any person or entity. You

agree to indemnify and hold PG&E, its parent, subsidiaries, and affiliates

harmless from any liabilities, costs, and damages arising out of any such

infringement and from any suit, demand or claim made against PG&E, its parent,

subsidiaries, and affiliates alleging any such infringement or violation. Ifthere issuch a suit, demand, or claim, you agree as soon as possible either to procure for

PG&E the right to continue using the material, replace the material with

noninfringing material, or modify it so it becomes noninfringing. You further

agree to pay any judgment or reasonable settlement offer resulting from a suit,

demand or claim, and pay any reasonable attorney’s fees incurred by PG&E in

defense against such suit, demand, or claim.

10. HAZARDOUS MATERIALS

10.1 The California Health and Safety Code requires businesses to provide warnings

prior to exposing individuals to materials listed by the Governor as chemicals

“known to the State of California to cause cancer, birth defects, or reproductive

harm.” PG&E uses chemicals on the Governor’s list at many of its facilities. In

addition, many ofthese chemicals are present at non-PG&E-owned facilities and

locations. Accordingly, in performing the work or services contemplated under

this Agreement, you, your employees, agents, and subcontractors may be exposedto chemicals on the Governor’s list. You are responsible for notifying your

employees, agents, and subcontractors that work performed hereunder may result

in exposures to chemicals on the Governor’s list.

11. SAFETY PRECAUTIONS AND PROTECTION OF PROPERTY

11.1 At PG&E, safety is a core value and PG&E is committed to improving employee,

contractor, and public safety. You will perform all work associated with your

representation of PG&E safely, in compliance with all applicable laws,

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you encounter any situations or operations that you consider to be unsafe, please

alert the PG&E Matter Liaison immediately so that the unsafe situation can be

evaluated and made safe as necessary.

12. CONFIDENTIAL INFORMATION AND INFORMATION SECURITY

MEASURES

12.1 Definition. Under this Agreement, “PG&E Confidential Information” shall

include: (i) all documents, data and information that you receive in the course of

performing under this Agreement (whether from PG&E, or a PG&E-authorized

third party, and whether prior to this Agreement in contemplation of performing

work under this Agreement) including, without limitation: customer information;

employee information; regulatory information; litigation strategies; businessstrategies and costs; financial information; vendor or contractor information; gas

and electric system information; technical information; intellectual property;

information in the custody of PG&E or a third party which constitutes valuableconfidential and proprietary information andlor trade secrets belonging to PG&Eor third parties; and information relating to or owned by any affiliate of PG&E

including its parent, subsidiaries, or affiliated companies; and (ii) all documents,

data or information you create in connection with your representation of PG&E.

12.2 Exclusions. PG&E Confidential Information shall not include information that:

(i) was in the public domain at the time you received it or is subsequently made

available to the general public without restriction and without breach ofthis

Agreement by you; (ii) was or becomes known by you at the time of disclosure on

a non-confidential basis from a source, other than PG&E, lawfully having

possession of and the right to disclose such information; (iii) was independently

developed by you (other than in connection with your representation of PG&E)

without use of PG&E Confidential Information; (iv) is disclosed with the prior

written approval of PG&E; or (v) is used or disclosed pursuant to a court order,

subpoena or other lawful order of a court or governmental authority of competent

jurisdiction in which case you shall give PG&E maximum practicable advance

notice prior to any use or disclosure.

12.3 Treatment of PG&E Confidential Information. PG&E Confidential Information

shall be treated as confidential and shall not be disclosed to others unless such

disclosure is in support of performing your obligations under this Agreement andapproved by PG&E.

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13.1 You agree to comply with the PG&E Contractor Document Retention and

Production Requirements included in Exhibit D. In Exhibit D, the term

“Contractor” means you and the term “Work” means the services performed

under this Agreement.

14. AVAILABILITY OF BILLING INFORMATION

14.1 Terms and Scope. PG&E will have, during the term ofthe Agreement and for

five (5) years thereafter, access at all reasonable times to all of you and your

subcontractors accounts and records of all description, including but not limited tocomputer files, pertaining to this Agreement necessary to verify and review the

work performed and the fees and expenses billed to PG&E. These records will

include work papers and related files, time reports and details ofreimbursableexpenses (with invoices for charges in excess of $75). You are not required to

disclose any confidential and/or proprietary information including, but not limited

to, other client information and information related to internal financial matters or

affairs.

14.2 Accounting Information. You and your subcontractors’ accounts must be kept in

accordance with generally accepted accounting principles in the particular

industry and must be kept in such a manner and in sufficient detail to clearly

disclose the nature and amounts ofthe different items ofservice and cost

pertaining to the Agreement and the basis for charges or allocations to the

Agreement. You and your subcontractors must preserve such accounts andrecords for a period of five years after the term ofthe Agreement or of any

particular engagement, whichever occurs first. PG&E will have the right to

reproduce any such accounts and records.

14.3 Availability of Subcontractors Information. You must include the necessary

provisions in your subcontracts to ensure that your subcontractors comply with

this provision.

15. FEDERAL EQUAL OPPORTUNITY LAWS

15.1 During the performance ofthis Agreement, your firm agrees to comply with all

federal Equal Opportunity laws, orders and regulations, including Executive

Order 11246, the Civil Rights Act of 1964, the Age Discrimination in

Employment Act of 1972, the Rehabilitation Act of 1973, the Vietnam Era

Veterans Readjustment Assistance Act of 1974, the Americans With DisabilitiesAct of 1990, and the Civil Rights Act of 1991. Your finn will not discriminate

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16.1 This Agreement shall be construed and interpreted in accordance with the laws of

the State of California, excluding any choice of law rules which may direct the

application ofthe laws of another jurisdiction.

17. NON-WAIVER

17.1 The waiver by either Party of any breach of any term, covenant or condition

contained in this Agreement, or any default in the performance of any obligations

under this Agreement, will not be deemed to be a waiver of any other breach or

default ofthe same or any other term, covenant, condition or obligation. Nor will

any waiver of any incident of breach or default constitute a continuing waiver of

the same.

18. FORCE MAJEURE

18.1 Neither ofthe Parties will be considered in default in the performance of its

obligations under this Agreement, except obligations to make payments hereunder

for work previously performed, to the extent that the performance of any such

obligation is prevented or delayed by any cause which is beyond the reasonablecontrol ofthe affected party. In the event either Party claims that performance of

its obligations was prevented or delayed by any such cause, that Party must

promptly notify the other Party ofthat fact, and of the circumstances preventing

or delaying performance. Such Party claiming a cause-delayed performance mustendeavor, to the extent reasonable, to remove the obstacles which preclude

performance.

19. TERMINATION AND BREACH OF AGREEMENT

19.1 Right to Terminate. Either Party may terminate this Agreement by providing

written notice to the other Party. Unless specifically agreed, you will provide no

further services and incur or advance no further costs on PG&E’s behalf after

receiving a notice oftermination from PG&E. If you are PG&E’s attorney of

record in any proceeding, PG&E will execute and return a substitution-of-attorney

form immediately upon its receipt from you.

19.2 Returning of PG&E Property. Upon termination ofthis Agreement or an

individual engagement under this Agreement, all PG&E Confidential Information,files, documents, and other property will remain PG&E’s property and must be

returned to PG&E. PG&E’s property includes, for example, correspondence,

deposition transcripts, exhibits, experts’ reports, legal documents, physical

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not be liable for consequential damages, e.g., lost or anticipated profits or

overhead on uncompleted portions of any engagement.

20. ARBITRATION OF FEE DISPUTE

20.1 If a dispute arises between us regarding your fees under this Agreement and you

file suit in any court other than small claims court, PG&E will have the right to

stay that suit by timely electing to arbitrate the dispute under California Businessand Professions Code § 6200-6206, in which event you must submit the matter

to such arbitration.

21. PROFESSIONAL LIABILITY INSURANCE

21.1 You agree to maintain Errors and Omissions Liability insurance appropriate to the

provision oflegal services under this Agreement. Coverage shall be for a

professional error, act or omission arising out ofthe scope ofservices under thisAgreement. The limit shall not be less than $1,000,000 each claiml$2,000,000

aggregate.

22. GENERAL PROVISIONS

22.1 Modification by Subsequent Agreement. This Agreement may be modified by

subsequent agreement ofthe Parties only by an instrument in writing signed by

both of us. Any oral modification must be reduced to a writing signed by bothParties or it will be void and not binding in any respect.

22.2 Integration. This Agreement contains the entire agreement and understanding

between the Parties as to the subject matter of the Agreement. It merges and

supersedes all prior or contemporaneous agreements, commitments,

representations, writings, and discussions between you and PG&E, whether oral

or written and has been induced by no representations, statements or agreements

other than those expressed herein. Neither you nor PG&E will be bound by any

prior or contemporaneous obligations, conditions, warranties or representations

with respect to the subject matter ofthis Agreement, except as provided herein.

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Jaftet Loduca

VP and Deputy General Counsel

JLjm

Enclosures

COBLENTZ, PATCH, DUFFY & BASS, LLP

Barbara A. Milanovich

10

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Name Title $/flour — 2018-2019

Jonathan R. Bass Partner $800Charmaine Yu Partner $595

Sean P.J. Coyle Of Counsel $500

Traci I. Irvin Associate $430

Foram Dave Associate $365

Elizabeth Bamette Paralegal $225

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Valerie Blair McDermott Associate $343 $401

Joy Spezeski Associate $360 $369

Michael Wilson Paralegal $260 $302

Doug Larson Paralegal $260 $284

Angie Brandt Paralegal $242 $248

Gino Altamirano Paralegal $242 $248

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*Volume discount excludes Real Estate Transactional and LLC work

Additional Services Offered:

Free Legal Services

to Prove Expertise . .

Dunn For any legal service area where it is recognized that we need to prove our expertise, g we will not charge for a mutually agreed upon introductory period. Introductory

Period

Legal Training . . . .

(CLE CPD) We will work with you to tailor quarterly legal trammg for your rn-house team.

Precedents and We developed and maintam PG&E standard real estate forms. Templates

Reporting These are under development internally, and when complete, will be deployed for use

Dashboards with PG&E.

Telephone Hotline . . . . .

f id We will provide 6 hours per month for hotlme calls to field your urgent mquiries. 0 ie urgen The first point of contact will be our relationship partner, Barbara Milanovich. inquiries

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Scope of matters covered by these principles: These principles apply to the

representation by any attorney and his or her firm of any third party in connection withtransactions and proceedings wherein the third party is adverse to PG&E, and/or

involving issues substantially related to the matter(s) for which counsel has been retained

byPG&E.

Limitation on adverse engagements during PG&E engagement: During any

engagement by PG&E, the retained attorney and his or her firm will not represent anotherclient in a matter in which that client’s interests are adverse to the interests of PG&E

without first making written disclosure ofthe proposed engagement and obtaining written

consent from the PG&E entity undertaking the engagement. Any actual or potential

conflict(s) pre-existing the engagement with PG&E must be disclosed prior to executing

a retainer agreement, or promptly upon discovery. Where pre-existing conflicts may

exist, counsel is expected to obtain waivers from its other clients, including writtenagreements that such clients will not object to the attorney or firm representing PG&E

entities in any pending or future matter.

Notification of adverse engagement during PG&E engagement: If a retained

attorney or his or her firm anticipates that representation of another client will involveadvancing a position on an issue related to the PG&E engagement that may be adverse to

PG&E interests, counsel should bring the matter to the attention of the appropriate PG&E

entity in advance of doing so.

Notification of adverse engagements after PG&E engagement: Afler the conclusion

of any engagement by PG&E, the retained attorney and his or her firm will not representa client in a matter in which that client’s interests are adverse or potentially adverse to the

interests ofthe PG&E entity undertaking the representation that was the subject ofthe

engagement, and that bears a substantial relationship to any matter previously handled on

behalf ofthat PG&E entity, without first making written disclosure ofthe proposed

engagement to the appropriate PG&E entity.

Procedure for considering waivers of actual or potential conflicts: PG&E will

review, on a case by case basis, each request for waiver of an actual or potential conflict.

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2. Security Measures: You shall take “Security Measures” with the handling of

PG&E Confidential Information to ensure that the PG&E Confidential

Information will not be compromised and shall be kept secure. Security Measures

shall mean industry best practices, whether physical or logical, including but notlimited to:

a. Development and implementation of written policies regarding

information security, disaster recovery, third-party assurance auditing, and

penetration testing;

b. Use of password protected workstations at your premises, any premises

where services are being performed and any premises of any person who

has access to such PG&E Confidential Information;

c. Measures to safeguard against the unauthorized access, destruction, use,

alteration or disclosure of any PG&E Confidential Information including,

but not limited to, restriction of physical access to such data and

information, implementation of logical access controls, sanitization or

destruction of media, including hard drives, and establishment of an

information security program that at all times is in compliance with the

industry requirements of ISO 27001, as may be amended from time to

time; and,

d. Any third party data center or service used by you to collect, receive

andlor store Confidential Information shall meet the Security Measures

required by this Agreement including, ifspecified by PG&E, satisfying the

standards for a Tier 3 data center facility as specified in the TIA-942standard published by the Telecommunications Industry Association or

equivalent standards.

3. Compliance and Monitoring:

a. Ifrequested by PG&E, before receiving any PG&E Confidential

Information, or at any time during the term ofthis Agreement, you shall

provide PG&E with documentation satisfactory to PG&E that you have

undertaken Security Measures.

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d. You shall update and implement your Security Measures, including

procedures, practices, policies and controls so as to keep current with

industry standards, including but not limited to NIST and NERC/CW, as

applicable.

e. PG&E reserves the right to perform onsite security assessments to verify

the implementation and ongoing operation and maintenance of Security

Measures. At least annually, on request by PG&E, you shall assist PG&Ein obtaining a copy of any report that documents your Security Measures.

4. Security Breach:

a. You shall immediately notify PG&E in writing of any unauthorized access

or disclosure, or potential unauthorized access or disclosure, of PG&EConfidential Information.

b. You shall take reasonable measures within your control to immediately

stop the unauthorized access or disclosure of PG&E Confidential

Information to prevent recurrence and to return to PG&E such information

and any copies.

c. You shall provide PG&E: (1) a summary ofthe issue and the facts; (ii) the

potential number of individuals affected by the security breach; (iii) the

PG&E Confidential Information that may be implicated by the security

breach; and (iv) any other information pertinent to PG&E’s understanding

ofthe security breach and the exposure or potential exposure of PG&E

Confidential Information.

d. You shall investigate such breach or potential breach, and shall inform

PG&E, in writing, ofthe results of such investigation, and assist PG&E (at

your sole cost and expense) in maintaining the confidentiality of such

PG&E Confidential Information. You agree to provide, at your sole cost

and expense, appropriate data security monitoring services for all

potentially affected persons for one (1) year following the breach orpotential breach, subject to PG&E’s prior approval.

e. Ifrequested in writing by PG&E, you will notify the potentially affected

persons regarding such breach or potential breach within a reasonable timeperiod determined by PG&E and in a form as specifically approved in

writing by PG&E. In addition, in no event will you issue or permit to be

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and (ii) documents that are inconsequential or ancillary to performance anddocumentation ofthe project or its deliverables as follows:

[ J a. the documents and data specified in Attachment 1 to this Exhibit D;

or

[ ] b. all documents and data, whether paper or electronic, created,

collected or received for PG&E in the course of performing the Work

or furnishing the materials under the Agreement, including withoutlimitation, documents, data, plans, drawings, diagrams, investigative

notes, field notes, tests, photographs, records, calculations, summaries,

and reports.

If neither Section 1(a) or Section 1(b) is checked, Section 1(b) shall apply. If

Section 1(a) is checked, but documents and data are not specified in Attachment 1,

Section 1(b) shall apply. Collectively, the information shall hereinafter be

referred to as “PG&E Contractor Documents.”

2. Contractor shall store PG&E Contractor Documents in a secure and organized

manner. All PG&E Contractor Documents shall be in legible form, whether paper

or electronic. In managing and administering PG&E Contractor Documents,

Contractor will comply with the requirements of “The Recordkeeping Principles®

Level 3” (see www.arma.org), or with modified requirements approved in writingby PG&E.

3. Upon completion ofthe Work or furnishing ofthe materials under the Agreement,

or upon completion ofthe Work or furnishing ofthe materials under each CWA

under the Agreement (“Work Completion Date”), PG&E will specify which of

PG&E Contractor Documents must be transmitted by Contractor to PG&E

(“PG&E Records”), provided however, unless otherwise agreed by PG&E:

a. Contractor shall transmit to PG&E, or provide PG&E access to, PG&E

Records on request within forty eight (48) hours or sooner if needed

(without limitation) for regulatory, California Public Utilities Commission(“CPUC”), safety, audit and/or litigation requirements;

b. PG&E may specify that PG&E Records be delivered to PG&E on a

regular basis prior to the Work Completion Date;

c. With respect to PG&E Contractor Documents not transmitted to PG&E as

PG&E Records, Contractor shall retain all such documents for twenty four

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d. If PG&E Records are kept in electronic form, the following formats are

acceptable for transmission to PG&E: (i) PDF, CAD or TIFF fordrawings and diagrams; and (ii) PDF for all other documents. If PG&E

Records transmitted to PG&E consist of data in a proprietary format,

Contractor shall make available to PG&E the proprietary tools or software

necessary to access the data including after the transfer ofthe data to

PG&E. This Section 3.d. shall not abrogate Contractor’s obligation to

produce PG&E Records in an alternative format (e.g., a native format) if

set forth elsewhere in the Agreement, in which case Contractor shall

produce PG&E Records in each ofthe formats requested.

4. PG&E Contractor Documents shall be treated as confidential and shall not be

disclosed to others unless Contractor is required to produce such documents

pursuant to legal or regulatory requirements, in which case Contractor shall give

PG&E maximum practicable advance notice prior to any production.

5. Contractor shall maintain a system for back-up of electronic PG&E Contractor

Documents (e.g., files or databases) so they will be preserved for retrieval in the

event that the originals are lost or destroyed.

6. If PG&E directs Contractor to dispose of PG&E Contractor Documents,

Contractor shall do so in a confidential and secure manner, whether the format iselectronic or paper. Proof of destruction of PG&E Contractor Documents shall besubmitted to PG&E upon request.

7. If PG&E provides paper documents to Contractor in order to convert them to

digital electronic format, Contractor shall return both the paper documents and thedocuments converted to digital electronic format to PG&E.

8. Contractor is responsible for ensuring that its Subcontractors regardless oftier

comply with the obligations of Contractor where set forth in this Exhibit D.

9. The terms and conditions ofthis Exhibit D, including Attachment 1 if attached,

shall survive the termination ofthis Agreement.

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[Insert list of all specific PG&E Contractor Documents

required under this AgreementJ

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OUTSIDE COUNSEL MATTER

MANAGEMENT, STAFFING,

AND BILLING

REQUIREMENTS

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3. MATTER STAFFING 2

4. CONSULTANTS, EXPERTS, AND OTHER VENDORS 3

5. BUDGETING, BILLING, AND INVOICING 46. BILLING PRINCIPLES AND MECHANICS 57. MATTER TERMINATION 8

8. ADDITIONAL REQUIREMENTS FOR LITIGATION ENGAGEMENTS 8

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Company (“PG&E”) on all matters. “You” and “your” means: (1) the law firm or

legal services provider named in a signed Master Services Agreement between

PG&E and such law firm or legal services provider (“Agreement”), and (2) all

personnel, representatives and vendors ofsuch law finn or service provider.

PG&E and you may be individually referred to as “Party” and jointly referred to

as “Parties.”

1.2. PG&E may, from time to time, amend these Billing Requirements at its sole

discretion and will provide you with a copy ofthe amended Billing Requirements

and the date the amended Billing Requirements become effective.

1.3. These Billing Requirements are expressly incorporated into the Agreement.

2. MATTER RETENTION AND COMMUNICATION

2.1. Matter Retention. As each matter arises, a separate engagement letter will be

sent to you to cover specific details ofthe matter.

2.2. PG&E Matter Liaison and Administrative Contacts

2.2.1. Role of PG&E Matter Liaison. A PG&E Matter Liaison will be identified

in the engagement letter for each matter. In some cases, the PG&E MatterLiaison may not be an attorney, or may be outside ofthe PG&E LawDepartment.

2.2.2. Information Gathering. PG&E will designate individuals to help you

gather information from PG&E and respond to discovery, if needed. Until

you are thoroughly familiar with the matter, we discourage direct contact

with employees. In the interim, please notify the PG&E Matter Liaison of

your needs.

2.2.3. Administrative Contacts. If you have questions regarding whether an

authorization to retain a consultant or expert has been approved, or if you

have a billing issue, please call the Legal Finance Support Group at (415)

972-5673 or email GenlCnslLawPaymentProcessingGrouppge.com.

2.3. Lead Outside Counsel

2.3.1. Role Requirements. A lead outside counsel from your firm shall be

identified at the onset of each engagement on a specific matter. This

individual will serve as a main point of contact and interaction with PG&E

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about each mailer, and you will respond promptly to requests for

information regarding a mailer.

2.3.3. Departure of Lead Outside Counsel. Should the lead outside counsel for a

mailer give notice of his/her intent to leave, you will provide the PG&E

Mailer Liaison forty-five (45) days advance notice ofthe lead outside

counsel’s planned departure, or as soon as reasonably practicable, but in

no event later than two (2) days after the lead outside counsel gave notice

of his/her intent to leave. The PG&E Mailer Liaison will decide whether

to move a mailer to a different provider or stay with the original provider.

Regardless ofthe decision, you will provide a detailed transition plan and

cooperate in every respect to transition work seamlessly.

2.4. Communications With PG&E

2.4.1. Large Electronic Attachments. Your computer networks should, to the

extent possible, be configured to receive large electronic attachments.

2.4.2. E-Mail Disclaimers. Your email communications must include the

following (or a substantially similar) confidentiality statement: “This e

mail and any attachment are privileged and confidential. If you have

received this e-mail in error, please notify the sender and destroy it

immediately.”

2.4.3. Document Format. When sending documents for coniments, you will

send such documents in an editable format, preferably Microsoft Word,

pre-scanned with an up-to-date virus checking program before

transmission to PG&E.

2.5. Communications With Other Parties. When documents are sent to opposing

counsel or filed electronically, you will ensure that documents are stripped of

hidden metadata (e.g., internal comments, previous editors ofthe document, etc.)before transmission.

3. MATTER STAFFING

3.1. Initial Staffmg. When you are engaged on a specific mailer, you will work with

the PG&E Mailer Liaison in determining the appropriate staffing for the mailer,

and proactively seek opportunities to leverage PG&E’s in-house legal and

business resources whenever it is reasonable and cost-effective to do so. You will

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3.1.2. Training Costs. You

will not bill PG&E for fees or expenses incurred for

personnel to learn substantive areas oflaw related to a matter, to bring

substituted staff members up to speed on a pending matter, or to

unnecessarily supervise tasks.

3.2. Staffing Level for Matter Activities. You agree that only one person from your

firm will attend conference calls, depositions, mediations, arbitrations, court

appearances and meetings unless approved by the PG&E Matter Liaison inadvance. You will avoid duplication of effort when handling PG&E matters.

You will obtain the prior approval ofthe responsible PG&E Matter Liaison before

any personnel commence any substantial legal research or draft any significant

legal memoranda.

3.3. Replacement of Personnel. From time to time, PG&E may specifically request

particular individuals to work on a matter. You acknowledge that in the eventthat you remove, replace, or reassign the individuals who were initially assignedto perform services on a particular matter, such removal, replacement, orreassignment may result in harm and costs to PG&E. You agree not to remove,replace, or reassign such individuals without the approval ofthe PG&E MatterLiaison. PG&E will not unreasonably withhold or delay such approval. You willmake reasonable efforts to maintain continuity in your staffing and will providePG&E with ample notification if any such changes are made. You agree not to

charge PG&E for the time spent in familiarizing replacement personnel with the

matter.

4. CONSULTANTS, EXPERTS, AND OTHER VENDORS

4.1. Retaining Consultant, Experts, and Vendors. You must request in writing

approval to hire any consultant, expert, or vendor utilizing the template attached

in Exhibit A to these Billing Requirements. In exceptional cases, you may

receive oral authorization; however, you must follow up the conversation with a

confirming letter. Your letter must detail the consultant’s, expert’s, and/or

vendor’s area of expertise, a description ofthe services to be provided, hourlyrates, and an estimate ofthe total cost for services including out-of-pocket

expenses. Generally, you may directly retain and contract for any consultant or

expert whose engagement is not reasonably expected to exceed $10,000 in totalcost. PG&E may directly retain, contract for, and pay all consultants or experts

whose engagement is reasonably expected to exceed $10,000 in total cost.

4.2. Small Business & Diverse Business Enterprise Suppliers. For each matter for

which you expect to retain experts, consultants, or vendors, you agree that to the

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you should notify them that their billings must provide the same type of

information that you are required to provide to PG&E. Consultants, experts,

and/or vendors are required to bill PG&E monthly.

4.4. E-Discovery Vendor. PG&E has an E-Discovery preferred provider, currently

Complete Discovery Source (“CDS”). PG&E’s preferred provider should be

engaged as the E-Discovery vendor on all matters involving E-Discovery unless a

specific exception is granted by PG&E’s Managing Counsel of Litigation.

5. BUDGETING, BILLING, AND INVOICING

5.1. Strategy and Budgeting. Unless waived by the PG&E Matter Liaison, you will

provide to the PG&E Matter Liaison both an initial case plan and an initial budget

outlining a best estimate of what PG&E can expect to spend for each matter. Youagree to prepare individual budgets for both the expected duration of each matter

assigned to you and, because PG&E prepares its own budgets on a calendar year

basis, for each calendar year. You agree to provide your initial budget to PG&E

within thirty (30) days of assignment ofthe matter. Both the initial case plan and

the initial budget must be approved by the PG&E Matter Liaison before you

commence any work.

5.1.1. Case Plans. The initial case plan should include, at a minimum, your

general approach and strategy. You will update the case plan, as

reasonably necessary, to reflect developments in the engagement. In no

event will you charge PG&E for time or expenses associated with

preparing a case plan.

5.1.2. Budgets and forecasts. For litigation matters, and for other matters as

specified by PG&E, you agree to prepare and revise a written budget

simultaneously with preparation and revision of your risk assessments.

Your budget must be all-inclusive of your professional fees and all eligible

out of pocket expenses. The initial budget will include, at a minimum: (a)

the estimated time period ofthe matter; (b) the name of each proposed

staff member; (c) the applicable billing rate for each staffmember as

provided in the Agreement; (d) estimated level of effort; (e) estimated

expenses, as permitted by these Billing Requirements, (f) a forecast of fees

and expenses for each calendar year you expect the matter to be active

and (g) for litigation matters, additional items described in Section 8.

Thereafter you will provide monthly updates to the budget and forecast for

review by the PG&E Matter Liaison. Before incurring costs that exceed

an approved budget or the reported forecast, you will submit a request to

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5.2. Billing Fees, Rates, and Alternative Fee Arrangements.

5.2.1. Billing Practices. PG&E requires outside counsel to be vigilant in

determining the best use ofresources and to manage themselves with

respect to cost efficiency with the same intensity that they manage

themselves with respect to quality. All expenses should be billed at your

actual cost without any overhead or profit factor. Estimates of all such

expenses must be included in the budget or any approved revisions. You

will include sufficient detail in your invoices so that it is clear that thelevel of work being billed is appropriate to the level ofthe person

performing it.

5.2.2. Fixed Fee Engagements. Fixed fees (either for an entire engagement or

for a portion ofthe engagement) are all-inclusive. Unless agreed to as partofthe engagement, no other costs or fees will be charged to or accepted byPG&E.

5.2.3. Billable Fee Engagements. You and PG&E have agreed on billing rates

for those persons identified in the Agreement who are expected to work ona matter. PG&E will pay your fees based on the agreed billing rates plus

reasonable, ordinary, and necessary direct expenses. Unless otherwise

agreed, PG&E will pay the hourly rates in effect at the time that you are

retained for a particular matter for all services rendered during thependency ofthe matter.

5.2.4. Addition of Personnel. In the event that you change or add personnel

assigned to a matter, you agree to seek PG&E’s approval in writing atleast ten (10) days prior to each change or addition including theadditional person’s billing rate. No person is authorized to work on the

matter without PG&E’s written approval.

6. BILLING PRINCIPLES AND MECHANICS

6.1. Electronic Billing System. PG&E utilizes an electronic billing system. You

agree to abide by the terms of use for such system. PG&E will only accept yourinvoices in electronic format, any mailed invoice will be returned unpaid.

6.2. One Matter Per Statement. Unless otherwise directed by PG&E, you must bill

separately for each case or matter assigned to you. Statements must be sent

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• The case or matter name and PG&E

s matter number;

• The calendar month covered by the statement (each month ofservice must be

separately submitted);

• Name and job title (e.g., paralegal) of each timekeeper on each date work is

done;

• Time must be billed in increments required by Collaborati, for each date work

is done;

• Written description of work done on each date together with the

corresponding ABA/ACCA task-based billing codes sometimes known as the

UTBMS (Uniform Task Based Management System) codes;

• Hourly rates for each timekeeper;• Disbursements; and

• Total amount billed.

See Exhibit B for Billing and Expenses Codes.

6.4. Block Billing. PG&E does not allow block billing (i.e., each entry should reflect

a separate task and the amount oftime spent on the task) unless the total time for

the block is less than the total time that would be billed if each task were billed

separately.

6.5. Travel Time. Travel will not be considered as actual time worked unless

approved, in advance, by the PG&E Matter Liaison. In the event you work during

travel time, such efforts will not be considered travel time.

6.6. Billing Contact. Correspondence regarding billing matters should be addressed

to:

Pacific Gas and Electric Company

Attn: Legal finance Support Group

P.O.Box7133

San Francisco, CA 94120-7133

Or e-mailed to: Gen1CnslLawPaymentProcessingGrouppge.com

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(including any expert or consultant fees and expenses, lodging, travel, out

of-pocket copying service, transcripts, and the like) must be included with

your statements with supporting documentation for all lodging and travel

expenses (other than nominal amounts) and for any individual item the

cost of which is $75.00 or greater.

6.8.2. Reasonableness of Disbursements. All expenses, including for lodging,

meals, and transportation, must be reasonable, ordinary, economical, and

prudent. Air travel is to be at coach rates and all rental car costs at

subcompact rates unless you receive advance approval confirmed in

writing from PG&E. All expenses must be billed at the actual net cost

incurred and paid by you and not with any supplementary markup.

Interest and late charges should not be charged. Mileage will be paid at

the Internal Revenue Service’s current year approved standard rate.

PG&E will reimburse you for expenses that are not reasonable,

ordinary, economical, and prudent.

6.8.3. Firm Overhead. Normal overhead will be considered a bundled

component of your hourly fees and not charged or invoiced to PG&E. If

any such charge appears, PG&E will automatically deduct it from your

statement. Unless otherwise agreed to in advance by your PG&E Matter

Liaison, normal overheads for purposes ofthese Requirements are

secretarial services, library services, clerical support, learning or training

costs, office supplies, postage, internal couriers, routine office

photocopying, telecopying or “fax,” local telephone and cellular plans,

filing, file indexing, bill preparation, staff overtime, word processing,

computer assisted research (such as Lexis-Nexis, Westlaw, and the like),

and meals or snacks (unless while traveling or otherwise approved in

advance).

6.8.4. Photocopying. Routine on-site copying will not be reimbursed unless

specifically negotiated. Exceptions will be negotiated for extraordinary

matters. PG&E will pay no more than $0.05 per page. Any photocopy job

to be charged, whether by you, a vendor, or a service, exceeding $1,000

requires advance approval from the PG&E Matter Liaison confirmed inwriting. Additionally, PG&E will not pay for attorney or stafftime spent

photocopying.

6.8.5. Receipts. Any individual cost greater than $75 must be supported by

documentation such as a receipt or a paid invoice or bill.

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whom the correspondence was sent.

6.9. Court Reporters’, Consultants’ and Experts’ Bills. If, on PG&E’s behalf, you

employ court reporters, consultants, or experts, you must review and approve, asappropriate, the bill from the court reporter, consultant, or expert before PG&E

will pay the charges directly or as part of your statement. Your approval certifies

that the court reporter, consultant, or expert performed the work described in the

statement.

6.10. Exceptions. Exceptions to any ofthe requirements in this Section 6 require

approval in advance from the PG&E Matter Liaison, PG&E’s Vice President and

Deputy General Counsel, or Assistant General Counsel.

7. MATTER TERMINATION

7.1. Subject to any applicable rules of professional responsibility, any engagement

may be terminated at any time with notice by you or PG&E. Upon termination, in

addition to any obligations imposed by law, regulation or code of professional

responsibility, you will take all steps reasonably requested by PG&E to transitionthe matter(s) as directed, at no additional cost to PG&E, including promptly

delivering all pertinent files, research, memoranda, pleadings, communications,

records, drafts and other related material, including electronic copies of

documents (in Microsoft Word or equivalent or Adobe “.pdf’ formats), andensure that the PG&E Matter Liaison is aware of all relevant dates and deadlines

in the matter.

8. ADDITIONAL REQUIREMENTS FOR LITIGATION ENGAGEMENTS

8.1. Litigation Philosophy. PG&E is committed to fair, prompt, and efficient

resolution of litigation and claims. All strategies you employ, including discovery

strategy, and fees and expenses you incur need to maximize the opportunities for

a fair, prompt, and efficient resolution.

8.2. Preservation, Legal Holds, and Initial Meeting. Upon assignment of a new

matter, you will schedule an initial meeting with the PG&E Matter Liaison to

discuss the initial views ofthe matter, key witnesses and the individuals,documents and facts that should initially be gathered and preserved. If PG&Edoes have a duty to preserve, you will work with the PG&E Matter Liaison and

PG&E’s E-Discovery Team to develop and implement a preservation strategy.The checklist will be provided by PG&E.

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phases of litigation will be staffed and a list of all relevant timekeepers assignedto the matter. You will provide the PG&E Matter Liaison an updated budget onthe first day of each month, comparing the estimates to the actual fees and

expenses for that month. In addition, you will provide to the PG&E Matter

Liaison a forecast of all anticipated fees and expenses you expect to incur in eachcalendar year the litigation matter will be active. You will update the forecast to

the PG&E Matter Liaison on the first day of each month.

8.3.1. Attorney Assignments. Absent approval from the PG&E Matter Liaison,

no more than one partner and one associate attorney may be assigned to amatter.

8.3.2. Trial Budgets. You agree to submit to the PG&E Matter Liaison a

separate budget for any expected trial, arbitration or regulatory hearingcosts and fees approximately eight (2) weeks before the scheduled trial,

arbitration or regulatory hearing date.

8.4. Early Case Evaluation and Quarterly Reports.

8.4.1. PG&E As A Defendant. No later than sixty (60) days after receiving a

complaint that names PG&E as a defendant, or as otherwise designated by

the PG&E Matter Liaison, you will give the PG&E Matter Liaison an oral

(or, ifrequested by the PG&E Matter Liaison, written) assessment of

PG&E’s exposure, an updated budget that takes into account the likelycost oflitigating the case to conclusion in light of your assessment, theamount (if any) for which you recommend that PG&E settle the matter,and a strategy for resolving the matter in the most cost-effective manner

possible (e.g., proposed settlement strategy/amount, motions likely to be

dispositive, etc.) (“Defense Case Evaluation”).

8.4.2. PG&E As A Plaintiff/Claimant. Unless directed otherwise by the PG&E

Matter Liaison, when representing PG&E as plaintiff or claimant, you will

prepare an oral (or, ifrequested by the PG&E Matter Liaison, written)

case assessment of PG&E’s recovery prospects, a budget for litigating thecase to conclusion, and a strategy for resolving the matter in the most costeffective manner possible (e.g., proposed settlement strategy/amount,

motions likely to be dispositive, etc.) (“Claimant Case Evaluation”), prior

to the filing of an initial pleading on behalf of PG&E and in accordance

with the PG&E Matter Liaison’s instructions.

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Mailer Liaison before engaging in any motion practice. Depending on the nature

ofthe case and the content ofthe filing, it is PG&E’s practice to share draft

motions with various internal stakeholders. To facilitate this important review,

you will submit drafts of opening briefs where PG&E is the moving party to the

PG&E Mailer Liaison at least seven (7) days before the due date and other draft

filings with sufficient time for distribution and meaningful review.

8.6. Discovery. PG&E is committed to meeting its discovery obligations in a

defensible, efficient, and cost-conscious manner. You must carefully consider

discovery at the outset of a case and align discovery closely to the case strategy.You will:

8.6.1. coordinate all requests for documents, persons and information incidental

to discovery with the PG&E Mailer Liaison and whomever the PG&E

Mailer Liaison designates to manage the arrangements for interviews of

Company employees in connection with the mailer;

8.6.2. not contact internal PG&E personnel independently without prior approval;

8.6.3. unless waived by the PG&E Mailer Liaison, copy the PG&E Mailer

Liaison on all communications with PG&E personnel, contractors and

consultants;

8.6.4. before commencing any discovery, develop and submit to the PG&E

Mailer Liaison a discovery plan for document collection and production,interrogatory preparation and depositions, in order to assist with

determining whether the document collection, deposition or otherdiscovery is necessary and cost effective;

8.6.5. as required by PG&E, use certain PG&E preferred vendors providing

discovery or litigation services, including contract ailorney firms fordocument review, and you will not, absent approval ofthe PG&E Mailer

Liaison, perform any document review yourself, engage such vendors

directly nor use contract ailorneys or other temporary personnel on

Company mailers;

8.6.6. inform the PG&E Mailer Liaison of all depositions, hearings, court

appearances and preparation sessions so that someone from PG&E may

participate in all such events;

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8.6.9. not bill for more than one timekeeper to ailend court appearances,

depositions and associated preparation sessions, absent advance approval

by the PG&E Mailer Liaison.

8.7. Discovery Response Timing. Draft discovery responses must be provided to the

PG&E Mailer Liaison at least four (4) business days before the due date. Signed

original responses for verification must be provided to the PG&E Mailer Liaisonat least two (2) business days prior to the due date.

8.8. Depositions and Oral Argument. The lead outside counsel for the mailer will

argue all motions, except routine discovery motions, and take and defend alldepositions, unless otherwise agreed in advance by the PG&E Mailer Liaison as

to how the specific motion or deposition (or series of motions or depositions) will

be handled.

8.9. ADR and Settlement. You will: (a) immediately report all seillement offers or

overtures to the PG&E Mailer Liaison, along with your analysis and

recommendation for how to proceed; (b) not agree to seille a case on PG&E’sbehalf, release any substantial right, or otherwise commit PG&E on any major

issue without the PG&E Mailer Liaison’s prior wriilen approval; and (c) not offer

or reject an inquiry regarding ADR or seillement without first consulting andsecuring authority from the PG&E Mailer Liaison. PG&E has internal procedures

regarding issuance of seillement authority. You must provide a wriilenrecommendation regarding seillement at least two (2) weeks before any seillement

conference or mediation utilizing the template that PG&E will provide.

8.10. Pre-Trial and Trial. You will notify the PG&E Mailer Liaison immediately

once a mailer is scheduled for trial. When reasonably possible, you will involve

the PG&E Mailer Liaison in the date selection process. No less than sixty (60)

days prior to the beginning of any trial, you will provide the PG&E Mailer

Liaison with a comprehensive pretrial report seiling forth an assessment ofthe

liability and damage issues presented (including any evidentiary concerns

regarding those issues), the legal and factual issues at dispute, the identity of

witnesses expected to be called (including experts), an estimate ofthe length of

the trial, anticipated costs ofpre-trial and trial activities (including the mandatory

seillement conference), and the status of seillement discussions at that point.

Unless the PG&E Mailer Liaison is present during trial, trial counsel is required toreport to the PG&E Mailer Liaison twice daily what has occurred at trial and itsrelative impact on expected outcome.

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describing the disposition ofthe case and requesting issuance ofsettlement or

judgment funds or enclosing settlement or judgement funds PG&E is to receive

utilizing the template provided by PG&E.

8.13. Files. When requested by the PG&E Mailer Liaison, you will provide PG&E

with copies of all legal pleadings, filings, memoranda, settlement agreements and

other documents in electronic form at no cost to PG&E and in the form and

manner requested. You understand and agree that PG&E will not pay for thepreparation of “enclosed please find” letters and you will not create form cover

letters that summarize documents forwarded to PG&E unless requested by the

PG&E Matter Liaison.

8.14. Additional Requirements. Without limiting anything else in these Billing

Requirements, you will immediately notify the PG&E Matter Liaison ofthefollowing: (a) filings or threatened filings of a motion to compel discovery,motion for sanctions or any motion related to alleged spoliation of evidence; (b)

notices to depose PG&E employees or representatives; (c) all formal and informal

offers to compromise litigation; (d) all information related to the matter that may

impact PG&E’s public relations; (e) rulings by a court or other decision maker in

an assigned PG&E matter; (f) assignments oftrial, mediation, arbitration and

hearing dates; (g) events that require the appearance or direct involvement of a

PG&E representative; and (h) all verdicts.

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B130 Asset DispositionB 140 Relieffrom Stay/Adequate ProtectionB 150 Meetings of and Communications with Creditors

B160 Fee/Employment Applications

• B170 Fee/Employment Objections

B180 Avoidance Action Analysis

B185 Assumption/Rejection of Leases and ContractsB190 Other Contested MattersB195 Non-Working Travel

B210 Business OperationsB220 Employee Benefits/Pensions

B23 0 Financing/Cash CollectionsB240 Tax IssuesB250 Real Estate

B260 Board of Directors MattersB3 10 Claims Administration and Objections

B320 Plan and Disclosure StatementB410 General Bankruptcy Advice/OpinionsB420 Restructurings

Counseling Code Set:

C100 Fact Gathering

C200 Researching LawC3 10 Client Counsel -Agreements V

C3 11 Client Counsel -Company PolicyC3 12 Client Counsel - Stat’Reg/JudicialC320 Infringement/Validity/Survey Studies

C330 Tort Reform/Lobbying/Govt Affairs

C340 Situation Management

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P210 Corporate ReviewP220 TaxP230 EnvironmentalP240 Real and Personal Property

P250 Employee/LaborP260 Intellectual PropertyP270 Regulatory ReviewsP280 OtherP300 Structure/Strategy/AnalysisP400 Initial Document Preparation/FilingP500 Negotiation/RevisionlResponsesP600 Completion/ClosingP700 Post-Completion/Post-ClosingP800 Maintenance and Renewal

Litigation Code Set:

Li 10 Fact Investigation/Development

L 120 Analysis/StrategyLi30 Experts/ConsultantsL143 Discovery — Identification and PreservationL160 Settlement/Non-Binding ADR

L200 Pre-Trial Pleadings and Motions

• Pleadings V• Preliminary Injunctions/Provisional Remedies• Court Mandated Conferences• Dispositive Motions other than those listed below

• Other Written Motions and Submissions

• Class Action Certification and Notice

L241 Motion to Dismiss: PreemptionL242 Motion to Dismiss: Lack of Subject Matter Jurisdiction

L243 Motion for Summary Judgment: Kongros

V

L244 Motion for Summary Judgment: Causation

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• Drafting mandatory written disclosures under FRCP 26

L330 Depositions

• Determining deponents, timing and sequences of depositions• Preparing deposition notices and subpoenas

• Communicating with opposing parties regarding depositions

• Planning for and preparing to take depositions• Preparing witnesses for deposition• Drafting deposition summaries

L350 Discovery Motions

• Developing, drafting, responding to, and arguing all discovery motions, including motions for

protective orders and motions to quash

L400 Trial Preparation and Trial

• Fact Witnesses• Written Motions and Submissions• Other Trial Preparation and Support

• Trial and Hearing Attendance

• Post-Trial Motions and Submissions• Enforcement

L500 Appeal

• Appellate Motions and Submissions• Appellate Briefs

• Oral Argument

L600 Identification

• Identifying potentially relevant information, where it is stored, and key players

• Interviewing custodians and analyzing responses

L610 Preservation

• Developing and executing a preservation strategy and plan• Drafting and responding to preservation related communications, including legal holds and

preservation demand letters

• Overseeing quality assurance and control of preservation activities

L620 Collection

• Developing collection strategy and plan• Collecting potentially relevant information, including paper files, tangible items and

electronically stored information

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• Overseeing quality assurance and control of processing activities

L650 Review

• Developing a review strategy and plan• Preparing a review platform

• Drafting review protocols

• Training reviewers• Overseeing quality assurance and control ofreview activities

L653 First Pass Document Review

• Performing first pass document review such as determining relevancy, issue coding, tagging, and

initial privileged determinations

L654 Second Pass Document Review

• Performing second pass quality control of data and documents coded for relevancy, issue codes,

tagging, and initial privileged determinations during first pass review

L655 Privilege Review

• Performing final privilege review• Preparing privilege logs

L656 Redaction

• Developing and implementing a redaction protocol• Performing redactions

L670 Production

• Preparing document productions

• Overseeing quality assurance and control of production activities

L671 Conversion of ESI to Production

• Oversight of activities related to the TWFing, bates stamping, endorsing, preparation of load files

and deliverables to be provided as part ofthe production

L620 Presentation

• Preparing and displaying electronically stored information before audiences (at depositions,

hearings, trials, etc.)

L$OO Experts/Consultants

• Experts/Consultants

• Expert Discovery

• Expert Preparation for Trial

L900 Settlement Process

• Attendance at Mediations or other ADR conferences• Preparations for these conferences

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Elli MealsE112 Court fees

El13 Subpoena fees

El 14 Witness fees

El 15 Deposition transcripts

El 16 Trial transcriptsEl 17 Trial exhibits

El 18 Litigation support vendors

El 19 ExpertsE121 Arbitrators/mediators

E125 WMBE Sub-Contractor

E126 WMBE Administration Costs

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