Exhibit A

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Fee Examiner Protocol for Chapter 11 Cases of PG&E Corporation

and Pacific Gas and Electric Company

1 1.Introduction and Purpose 1

2 2.Timeline for Review and Review Procedures 21

2.1 2.1.Monthly Fee Statements 21

2.2 2.2.Interim Fee Applications under § 331 2

2.3 2.3.Final Fee Applications 32

2.4 2.4.Automatic Extension of Time to Comment or Object 32

2.5.Amendment of Interim Compensation Order 3

3 3.Information to be Provided 3

3.1 3.1.Retention Agreements, Budgets, and Biographical Data 3

3.2 3.2.Description of Data to be Provided with Each Application 43

3.2.1 3.2.1.General Information About the Application 43

3.2.2 3.2.2.Information Regarding Actual Costs to Budget 43

3.3 3.3.Information Regarding Time Recorded by Billers 43

3.4 3.4.Information Regarding Expenses for Which Reimbursement is Requested 54

3.5 3.5.Substantially Accurate Information 54

4 4.Format and Service of Billing Data 54

4.1 4.1.Fees 54

4.2 4.2.Expenses 54

4.3 4.3.Service 64

4.3.1 4.3.1.Contents of Service. 64

4.3.2 4.3.2.Electronic Service Only 64

5 5.Review Standards 65

5.1 5.1.Standards for Fee Applications 65

5.1.1 5.1.1.Hourly Rates and Other Similar Considerations 65

5.1.2 5.1.2.Hours for Each Biller 75

5.1.3 5.1.3.Block Billing 75

5.1.4 5.1.4.Vague Entries 75

5.1.5 5.1.5.Appropriate Staffing 86

5.1.6 5.1.6.Professionals Who Bill Less Than 10 Hours 86

5.1.7 5.1.7.Attendance at Meetings and Hearings 86

5.1.8 5.1.8.Travel Billing 86

5.1.9 5.1.9.Fees Related to Fee Requests 8Applications

6

5.1.10 5.1.10.Fees Related to Modifying Time Entries or Invoices 96

5.1.11 5.1.11.Rate Increases 97

5.2 5.2.Standards for Expenses 97

5.2.1 5.2.1.Distinction Between Reimbursable Expenses and Overhead Expenses 97

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5.2.2 5.2.2.Travel Expenses 97

5.2.3 5.2.3.Meals and Food 108

5.2.4 5.2.4.Document Production 108

5.2.5 5.2.5.Other Expenses 118

5.2.5.1.Flexible Standards 11

5.2.5.2.Limits on Expenses 11

6 6.Reservations 129

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Fee Examiner Protocol for Chapter 11 Cases of PG&E Corporation

and Pacific Gas and Electric Company

1 1.Introduction and Purpose

This document (the “Protocol”) is presented by Bruce A. Markell, the fee examiner appointed in

these cases (“Fee Examiner”). It seeks to promote fairness, transparency and certainty in the fee process in

the Chapter 11 cases of PG&E Corporation and Pacific Gas and Electric Company, jointly administered

under Bankruptcy Case No. 19-30088 (DM) (Bankr. N.D. Cal.) (“Cases”).

It is the Fee Examiner’s belief that fairness, transparency and certainty promote the purpose of any

fee examiner –- that of providing the Court with sufficient reliable information to enable the Court to make

the findings required by the Bankruptcy Code as to the reasonableness of professionals’ fees and expenses.

The Court	 has, inpursuant to the Interim Compensation Order, Docket #No. 701, entered

February 27, 2019 (the “Initial Order”),1 has already taken steps to regularize the fee process in these

Cases. On May 29, 2019, the Court entered its “Order Appointing Fee Examiner And Establishing

Procedures For Consideration Of Requested Fee Compensation And Reimbursement Of Expenses,” Docket

#No. 2267 (“Fee Examiner Order”). To the extent that the Initial Order and the Fee Examiner Order

(collectively, the “Order”) establish basic procedures for review and payment of Monthly Fee Statements,

Interim Fee Applications and Final Fee Applications (individually, an “Application”), this Protocol

attempts to integrate and elaborate upon the Fee Examiner’s role and	standards.

In discharging his duties, the Fee Examiner will, with assistance from his software and data

analytics provider, Legal Decoder, Inc. (“Legal Decoder”) and fee reviewers, analyze, review, and evaluate

the underlying billing data, expense data, and professional biographical data (collectively, “Billing Data”)

for each individual recording time (individually, a “Biller”) in these Cases. As outlined in this Protocol, the

process will involve the Fee Examiner’s evaluation of, among other things, the	 performance	 and

efficiency of all Retained Professionals.

This Protocol is intended to supplementbe consistent with and not supplant the (i) Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013; (ii) Bankruptcy Court for the

Northern District of California’s Guidelines for Compensation and Expense Reimbursement of

Professionals and Trustees (Feb. 19, 2014) (“Local Guidelines”); orand (iii) Practices and Procedures in

Judge Montali’s Court (July 2018).2

2 2.Timeline for Review and Review Procedures

The Fee Examiner will review Applications according to the timeline set forth in this Section.

2.1 2.1.Monthly Fee Statements

1 The parties obtained the Initial Order by filing a motion seeking procedures to obtain interim compensation [Docket. No. 349; filed Feb. 6, 2019] (the “Motion”). Capitalized terms 

not otherwise defined in this Protocol are intended to take the meaning given to them in the Initial Order which, in turn, incorporates capitalized terms used in the Motion.

1	The	parties	obtained	the	Initial	Order	by	filing	a	motion	seeking	procedures	to	obtain	interim	

compensation	[Dkt.	No.	349;	filed	Feb.	6,	2019]	(the	“Motion”).	Capitalized	terms	not	otherwise	

defined	in	this	Protocol	are	intended	to	take	the	meaning	given	to	them	in	the	Initial	Order	which,	in	

turn,	incorporates	capitalized	terms	used	in	the	Motion.

2 Pursuant to the Fee Examiner Order, the Fee Examiner’s reports “shall” address “compliance with the applicable standards of section 330 of the Bankruptcy Code and Rule 2016 

of the Bankruptcy Rules, and whether the Applicant has made a good faith reasonable effort to comply with the U.S. Trustee Guidelines”, id. ¶ 6(g).

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TheIn accordance with the Fee Examiner Order, the Fee Examiner will have standing	

equivalent	to	a	Notice	Party	to	object	to	any	Monthly	Fee	Statementthe status of a 

professional

who may object to Applications.

Each Retained Professional will provide to the Fee Examiner, Legal Decoder and Tracey R.

Gallegos (the "“Team Coordinator"”) each Monthly Fee Statement concurrently with service of such

statements on all other Notice Parties. In addition, each Retained Professional will also concurrently

provide the Billing Data related to the Monthly Fee Statement to the Fee Examiner, Legal Decoder and the

Team Coordinator.

2.2 2.2.Interim Fee Applications under § 331

TheWithin twenty-one (21) days of the filing of an Interim Fee Application or Final Fee

Application, the Fee Examiner will furnish to each Retained Professional a preliminary report detailing the

Fee Examiner'’s questions and comments on eachsuch Application (aan “DraftInitial Report”) for

further discussion, if necessary, to resolve outstanding issues.

Discussions with the Fee Examiner will, to the extent practical, be held remotely, using audiovisual

tools such as Skype or similar software that permits two-way synchronous communication. If	video	is	not

available,	 meetingsMeetings may also be conducted by telephone at the election of the Fee

Examinerparties.

The DraftInitial Report and sessions with the Fee Examiner will be considered confidential, and

subject to Fed. R. Evid. 408, although, apart from the DraftInitial Report, the parties’ written positions

may form the basis of, or may be incorporated into, any final	applicationFinal Application, objection or

the Final Report.

At any session with the Fee Examiner, the Retained Professional must be represented by a person

who	 has	 full	 authority	 to	 adjust	 proposed	 fees	 and	 expenses	 without	 consultation	 with

another	 person.	 Failure	 to	 provide	 such	 a	 person	 will	 be	 considered	 to	 be	 bad	 faiththat is a

partner, equity-holder or similar officer of the Retained Professional.

After the Retained Professional and the Fee Examiner have discussed the DraftInitial Report, the

Fee Examiner will preparefile a Final Report for	 filing	 with	 the	 Court	 and	 service	 upon

appropriate	 partieswith the Court and serve the Final Report on counsel for the Debtors, the

Committees, the U.S. Trustee and each Applicant whose fees and expenses are addressed in the Final

Report within fourteen (14) days of the service of the Initial Report (subject to extension by

agreement of the applicable Retained Professional and Fee Examiner).

2.3 2.3.Final Fee Applications

The Fee Examiner will process all Final Fee RequestsApplications in the manner provided for

Interim Fee RequestsApplications, including the provision of a	Draftan Initial Report. There may be

discovery undertaken as necessary to make a final assessment of the reasonableness of all fees and expenses

charged.

2.4 2.4.Automatic Extension of Time to Comment or Object

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No	 Application	 will	 be	 complete,	 and	 theThe time limits contained in the Fee Examiner

Order will not commence against the Fee Examiner, until (a) the relevant Retained Professional serves and

delivers the Billing Data with all	requiredmaterially complete information, and (b) the Billing Data is in

the format specified in Section 4.

UntilThe Court may not enter an order on any Interim Fee Application or any Final Fee

Application until the Fee Examiner has, within the time frames specified herein, either: (i) filed his

Final Report; (ii) indicated no objection; or has(iii) filed a formal objection,	 the	 Court may	 set	 for

hearing,	 but	 will	 not	 hear	 or	 enter	 an	 order	 on,	 any	 Interim	 Fee	 Application	 or	 any	 Final Fee

Application.	.

If the Fee Examiner is not provided with the	necessarymaterially complete Billing Data related

to any Application (other than a Monthly Fee Statement), the Fee Examiner is not required to file a Final

Report, an indication of no objection or an objection.

2.5.Amendment of Interim Compensation OrderThe	Fee	Examiner	will	request	the	

Court	to	amend	the	Initial	Order	to	incorporate	the	substantive	

provisions	of	this	Protocol.

3. Information to be Provided

3.1. Retention Agreements, Budgets, and Biographical Data

As soon as practical after submission of this Protocol to the Court, each Retained Professional must

provide to the Fee Examiner, the Team Coordinator and Legal Decoder (collectively the “Fee Examiner’s

Team”):

a. All applicable engagement letters and/or fee agreements with their clients;

b.All	approved	budgets	previously	provided	to	the	Office	of	the	United	States	Trustee;

b. c.All required invoice data in electronic/digital format (in LEDES format or any other

format permitted by Section 4);

c. d.Professional biographical data for all Billers in	electronic/digital	format	asthat includes 

the information set forth on Exhibit A (template provided); and

d. e.All Applications filed to date.

Each Retained Professional approved after the adoption of this Protocol must provide the Fee

Examiner’s Team with an	approved	budget	and professional biographical data described above, within

ten working days after entry of the order approving their retention.	All	budgets	must	comply with	the

Fee	Guidelines.

All Retained Professionals shall promptly provide the Fee Examiner’s Team with any changes or

modifications to any previously provided Retention Agreements,	Budgets, and Biographical Data.

3.2. Description of Data to be Provided with Each Application

3.2.1. General Information About the Application

Each Application must provide:

a. A separate list of all Billers whose time is included in the Application (including all shorthand

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identifications, initials or timekeeper identification numbers) who billed time during the

relevant period;

b. The precise time period covered by the Application;

c. A list of	all rate increases of	any	kind—including	rate—excluding "step increases" due to

increasing seniority—by timekeeper and amount, proposed by the Retained Professional since

it began working on these cases; and

d. A statement that the Retained Professional’s client has (or has not) explicitly consented to

any rate increases.

3.2.2. Information Regarding Actual Costs to Budget

For each Application other than a Monthly Fee Statement, each Retained Professional must provide

a comparison in the filed Application of actual billings	and	expensestime billed to budgeted billings

and	expenses	by	project	categorytime, along with a statement that the Retained Professional’s client has

already	approved the actual	expenditures	covered	by	the	Application	periodbudget.

If the actual work billed has varied from the budgeted amount by more than 10% for	any	project	

categoryin the aggregate, the Retained Professional must also provide a reasonable explanation for the

variance.

3.3. Information Regarding Time Recorded by Billers

For each time entry included in each Application, the Retained Professional must supply:

a. The name or other unique identifier for the Biller responsible for such time entry;

b. The amount of time spent by such Biller in tenth of an hour increments or as approved by the

Court in the retention order; and

c. A description of the work or task performed by such Biller (together with a summary of the

time allocable to such work or task isif not otherwise apparent). All such descriptions must be

consistent with the standards set forth in Sections 4.1 and 5.1 of this Protocol.

3.4. Information Regarding Expenses for Which Reimbursement is Requested

For each expense or other item for which the Application requests reimbursement, the Retained

Professional must supply for each expense or other item the information requested in Sections 4.2 and 5.2.

3.5. Substantially Accurate Information

All Applications served on the Fee Examiner must be signed, electronically or otherwise, by an

individual with authority to submit and alter invoices.	 By	 submitting	 Billing	 Data	 to	 the	 Fee

Examiner’s	 Team	 with	 any	 Application,	 that	 person	 and	 the	 Retained	 Professional	 that

employs	her	or	him	certifies	that	the	Billing	Data	is	substantially	accurate	and	complete,	and

that,	 to	 the best	 knowledge	 of	 the	 individual	 and	 the	 Retained	 Professional,	 the	 Billing	 Data

contains	 no	 untrue statement	 of	 a	 material	 fact	 nor	 does	 it	 omit	 to	 state	 a	 material	 fact

necessary	in	order	to	make	the other	information	in	the	Billing	Data	not	misleading. and will be

subject to Rule 5005-2 of the Bankruptcy Local Rules for the United States Bankruptcy Court for the

Northern District of California.

4. Format and Service of Billing Data

4.1. Fees

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All Retained Professionals must submit Billing Data related to requested fees (including all data

entries by Billers) in LEDES (Legal Electronic Data Exchange Standard) format (www.ledes.org). If

submitting Billing Data in LEDES format is not possible or poses a hardship for a Retained Professional,

Billing Data may be submitted, with prior approval, to the Fee Examiner’s Team in another electronic,

delimited format (Excel, comma separated values, tab separated values and so forth).

4.2. Expenses

All Retained Professionals must

a. submit Billing Data related to expenses or other claims for reimbursement in LEDES format

or another pre-approved electronic, delimited format.

b. provide legible copies of	all receipts for expenses involving	airfare,	hotels,	and	meals,	as	

well	as	for	any	other	expenses	exceeding $5075; and

c. submit all copies in Adobe Acrobat format (PDF) or another generally used graphic format

such as JPG or GIF.

4.3. Service

4.3.1. Contents of Service.

Each Retained Professional will serve each Application on each member of the Fee Examiner’s

Team at	the	email	addressesas specified in Section 4.3.2 (unless they receive an indication that another

address should be used).

Each Application must be accompanied by Billing Data in the format set forth in Sections 4.1 and

4.2. If it is not, the Fee Examiner is not obligated to begin his review, and the consequences specified in

Section 2.4 will apply.

4.3.2. Electronic Service Only

Service on the Fee Examiner and upon Legal Decoder must be electronic means only and not by

hard copy. Service of documents by email	should	be	sentelectronic means should be facilitated by

secure means agreed upon between the Fee Examiner and the Retained Professional, which secure

means may include transmission over a secure File Transfer Protocol web site, the credentials for

which should be sent by email to:

a. The Fee Examiner at bamexampge@gmail.com;

b. Legal Decoder at pge@legaldecoder.com; and

c. Team Coordinator at traceyrgallegos@gmail.com.

5. Review Standards

The Fee Examiner understands that professionals bill their clients regularly and continually.

Different practices may arise with respect to different clients. This Section sets forth the Fee Examiner’s

basic standards with respect to reasonable billing practices in the Cases.

5.1. Standards for Fee Applications

Hourly rates should reflect a Biller’s experience not only in terms of years as a member of the bar

or as a manager or employee of a service provider generally, but also time and experience in restructuring

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companies and related litigation and corporate matters. High hourly rates reflect the skills necessary to

quickly comprehend business conditions and smoothly bring reorganization tools to solve the problems,

whether those solutions are legal, practical, or logical.

5.1.1. Hourly Rates and Other Similar Considerations

The hourly rate for each professional, and the hours billed, are typically not the only considerations

in billing. An equally important factor involves whether a Biller handles a task appropriate for his or her

experience and skill set level in a customary	or	benchmarked amount of time. Besides an objective, data

driven analysis (on which the Fee Examiner will largely depend on Legal Decoder), there is judgment

involved that the aggregate fee requested correlates with the value of the service provided. An aspect of the

Fee Examiner’s approach to an expert fee analysis is disaggregating	work	streams	into	discrete	tasks

and	 examining	 each	 task’s	 staffing	 efficiency,	 workflow	 efficiency	 and	 value.There	 are	 other

considerations	as	well.	Many	 firms	enter	into	arrangements	with	clients	under	which	discounts

from	hourly	billing	rates	can	be,	or	are,	given	in	return	for	the	opportunity	to	work	on	a	particular

project,	or	 for	a	degree	of	exclusivity	with	respect	to	future	work	of	a	similar	nature. Especially

with	 respect	 to	 Final	 Fee	 Requests,	 the	 Fee	 Examiner	 may	 investigate	 the	 practices	 of

Retained	 Professionals,	 and	 of	 professionals	 generally,	 with	 respect	 to	 such	 discounts,	 and

will assess	 whether	 such	 discounts	 are	 appropriate	 in	 the	 Cases.examining whether there was

unjustified or unjustifiable duplication of effort or services, or whether the seniority or skill level of

the Applicant’s professional was not commensurate with the complexity, importance and nature of

the task.

5.1.2. Hours for Each Biller

The Fee Examiner will look at how many consecutive 1214+ hour days individual billers have

billed on the case, not because 1214+ hour days are per se unreasonable, but because many sequential long

days can lead to professional fatigue and inefficiencies.

For	each	Biller	who	records	more	than	10	hours	per	month,	each	Retained	Professional	shall

disclose	 that	individual’s	 total	 recorded	hours	 on	all	matters	 for	 that	month,	which	may	be

provided	in	confidence.	This	aggregate	total	should	include	all	time	collected	by	the	Retained

Professional	 with	 respect	 to	 the	 individual	 and	 include	 non-charged	 time	 such	 as	 firm

administration	 or	pro	 bono	work.	The	Fee	Examiner	considers	 this	information	relevant	 to

the	exercise	of	judgment	and	professionalism,	much	the	same	as	the	Fee	Examiner’s	request

to	separately	flag	individuals	who	bill	more	than	12	hours	in	one	day.

5.1.3. Block Billing

“Block billing” refers to the practice of “lumping” together of discrete tasks in one entry. If a

cumulative time entry is 0.5 hours or below, the Fee Examiner will not ask further questions about the

block- billing itself. For all other entries above 0.5 hours, the Retained Professional must indicate the

amount of time spent on each task. The Fee Examiner reserves the right to ask a Retained Professional

about the underlying tasks whether or not block-billing is involved. For example, even if the cumulative

time entry is 0.5 hours or below, if a Retained Professional has billed for clerical work, that time entry will

trigger additional questions.

5.1.4. Vague Entries

The Fee Examiner will question vague time entries. The more robust the description, the easier it is

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for the Fee Examiner to provide the Court with an opinion as to the entry’s reasonableness. Vague entries

such as “attention to file,” “review	documents,” “draft	motion,” “attend	hearing,” and “ strategize”

without additional information are generally not acceptable, taking into account how much detail can be

provided as to privileged or confidential matters.

To	 the	 extent	 that	 a	 Retained	 Professional	is	 concerned	 about	 providing	information	in

time	entries	that	might	telegraph	strategy	to	other	parties	in	interest,	the	Retained	Professional

and	 the	 Fee	 Examiner	 may	 enter	 into	 a	 confidentiality	 agreement	 to	 enable	 the	 Retained

Professional	to	provide	more	detailed	information.

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The Fee Examiner will treat time entries, invoices and all other billing data on a confidential

basis pursuant to the terms of the Fee Examiner Order. To the extent a dispute relating to any time

entry, invoice, or billing data that contains privileged or confidential information or work product is

presented to the Court, such privileged or confidential information or work product shall be

submitted under seal to the Court. All information so submitted will remain under seal and

confidential and not be made available to anyone without the consent of the Applicant, as applicable,

or further order of the Court.

The Fee Examiner will object to billing or other entries that are marked	aswholly “redacted” or

otherwise entirely obscured or illegible to a reader. The Fee Examiner understands that occasionally time

entries are connected to matters of privilege or confidentiality. In such cases, the Fee Examiner takes the

position regarding approval of payment set forth in In re Las Vegas Monorail, 458 B.R. 553 (Bankr. D.

Nev. 2011), and urges the parties to take advantage of the opinion’s suggestions on obtaining approval of

such fee and expense requests.

5.1.5. Appropriate Staffing

Staffing choices that indicate a misallocation of resources will trigger additional questions.

Potential misallocation may include, but is not limited to:

a. the use of higher-billing-rate professionals performing work that usually is performed by

lower- billing-rate professionals;b.incremental	billing,	an	example	of	which	would	be	

an	unusual	series	of	.1	or	.2	time	entries	for	one	professional	in	a	short	period	of	

time;

b. c.multiple timekeepers appearing at meetings and hearings without an explanation of

each timekeeper’s role; and

c. d.billing for summer associate work, when the use of a paralegal would have been more efficient.

5.1.6. Professionals Who Bill Less Than 10 Hours

For Billers whose cumulative time on these cases aggregated, for a particular month, is less than

10 hours or contains fewer than 10 line item entries for any month, the Fee Examiner will	 need

sufficientmay request additional information to be able to judge whether the use of that timekeeper was

reasonable.

5.1.7. Attendance at Meetings and Hearings

A large number of attendees at a hearing or meeting will trigger questions about the reason for each

person’s attendance (e.g., whether the Biller had a speaking role or particular expertise that needed to be

provided in person, rather than telephonically).	Assigning	an	individual	to	take	notes	or	minutes	is	an

overhead	expense,	and	not	reimbursable.

5.1.8. Travel Billing

Non-working travel time is not	compensable.	See	¶	17 at 50% of the Local	GuidelinesBiller's 

standard hourly rate.

5.1.9. Fees Related to Fee RequestsApplications

If	 a	 Draft	 Report	 raises	 issues	 that	 a	 reasonably	 experienced	 bankruptcy	 professional

should have	anticipated	due	 to	a	lack	 of	compliance	with	 this	Protocol	 (including	providing

insufficient information	 in	 the	 Application	 or	 the	 request	 for	 unreasonable	 fees	 or	 expenses),

then Case: 19-30088 Doc# 4065-1 Filed: 10/01/19 Entered: 10/01/19 22:02:42 Page 11 	it	is	 the	Fee Examiner’s	position	 that Baker Botts L.L.P. v. ASARCO governs,	and	 those

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fees	on	fees	shall	be	considered	unreasonable.	If,	however,	the	Fee	Examiner	raises	issues	in	a

Draft	 Report	 that involve	 a	 matter	 of	 first	 impression	 not	 covered	 by	 common	 sense	 or	 this

Protocol,	it	is	 reasonable	 for	 the	 Retained	 Professionals	 to	 bill	 a	 reasonable	 amount	 of	 time	 to

respond	 to	 the	 Fee	 Examiner’s questions.Reasonable charges for preparing Applications are

compensable but, per the Local Guidelines, such fees may not exceed 5% of the total amount of fees

and costs requested in the Application. Fees spent defending an Application may be objectionable

based on the Supreme Court’s decision in Baker Botts L.L.P.

v. ASARCO, depending on the circumstances.

5.1.10. Fees Related to Modifying Time Entries or Invoices

Individuals responsible for billing may make adjustments and amendments to time records after

they are processed for billing but before submitting them as part of an Application in order to address,

among other

6

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things, privileged or confidential matters or work product. If adjustments reduce or eliminate the time

for which compensation is requested, they need not be disclosed.

If adjustments materially or significantly modifyincrease an included time entry’s description, or

the amount of time billed for that entry, the time entry is no longer contemporaneous with the provision of

service as required by both the United States Trustee’s Guidelines and the Local Guidelines. Accordingly,

such	 time	 entries	 have	 lost	 some	 of	 their	 presumed	 credibility,	 and the Retained Professional

must separately and specifically disclose all such changes made.

In	no	event,	however,It is	it reasonable to request compensation for time spent in making these

adjustments.	 This	includes	 time	 segregating	 billing	 entries	 related	 to	 confidential	 or	 privileged

mattersappropriate adjustments to timekeeping records, including reviewing timekeeping records

for privilege, confidentiality or work product issues (and in making downward adjustments to

timekeeping records). However, the time spent rewording time entries that were improperly phrased

originally, and not for the above reasons, is considered to be overhead.

5.1.11. Rate Increases

Many firms increase rates at the beginning of the calendar year and, in addition, during the calendar

year—whether	characterized	as “step	increases”	 for	associates	or	as “general”	or “across	 the

board	rate	increases.”. Rate increases, no less than the basic hourly rate itself, whether or not discounted

for the circumstances here, are subject to the reasonableness standard. While the market rate for

professional services in a difficult and complex case like this is always a factor in setting and reviewing

rates, it is not the only factor. That is especially true in the extraordinary environment—legal and

practical—of these proceedings. The length of these proceedings cannot be predicted or projected, at least

at this point, but rate increases proposed by firms here should be given careful consideration by the

professionals before they are submitted as part of the monthly or interim fee process.

Each Retained Professional shall promptly disclose any across-the-board rate changes. For the

avoidance of doubt, a Retained Professional is not required to disclose “step increases” historically

awarded by the Retained Professional in the ordinary course to attorneys throughout the Retained

Professional firm due to advancing seniority and promotion.

5.2. Standards for Expenses

Reimbursement of expenses should reflect reasonable efforts to achieve sensible costs, and not

cater to the idiosyncratic preferences of any one Biller.

5.2.1. Distinction Between Reimbursable Expenses and Overhead

Expenses

In general, overhead and administrative expenses are not reimbursable, nor are infrastructure

improvements, rent, utilities, office equipment, furnishings, insurance, custodial fees, internal storage fees,

and property taxes.

5.2.2. Travel Expenses

Reasonable	 economyEconomy airfare (including “economy plus” or similar seating for

transcontinental flights) is normal and reasonable; first-class or business class airfare is not. Retained

Professionals who choose to fly first-class or business class will be reimbursed only for the equivalent (and

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documented) coach airfare.	The	Fee	Examiner	assumes	that,	for	most	airfare	and	lodging,	Retained

Professionals	are	able	to	plan	ahead	to	obtain	reasonable	rates.

Neither the time nor travel expenses associated with traveling to other offices within a Retained

Professional’s own firm are reimbursable—except for travel to attend hearings, client meetings	 or,

meetings with third parties, meetings with other advisors to the client, or to prepare for themany such

meetings. Meetings should be conducted telephonically or by video conference wherever possible.

Hotel expenses should be limited to reasonable market rates for the locale. Health or athletic

facilities, in-room movies, or other entertainment charges are not reimbursable. In addition, in- room dining

or other hotel food and beverage charges are subject to the meal guidelines in this Protocol.

Certain types of expenses are presumptively unreasonable but may be considered reasonable with

sufficient explanation. For example, normally mini-bar expenses are presumptively unreasonable unless

restaurants are closed when a Biller needs to have a meal. No professional shall seek reimbursement of

hotel expenses in excess of $600.00 per night, including taxes, service fees and other charges.

5.2.3. Meals and Food

For all meals, the Fee Examiner will need the following information: who attended the meal,

whether the meal was a working meal, and whether alcohol was purchased. The following guidelines also

apply:

a. Alcohol is not a reasonable expense.

b. In-office meals must be capped at $20.0030.00 per person per meal and are reimbursable if:

i. The professional attends a necessary lunch-hour business meeting related to these cases; or

ii. The professional works on these cases after 8:00 p.m. and has worked more than four

hours on these cases during the billing day for which meal reimbursement is sought.

c. Coffee and snack charges are not reimbursable unless charged in lieu of in office

meals allowable under the above-stated guideline.

d. All catering orders must be supported by receipts or invoices upon request. Catering

invoices (internal and external) must indicate both the number of persons actually attending

a business meeting and the amount charged per person.

e. Out-of-office mealsbreakfasts are capped at $40.0035.00 and dinners at $75.00 per person

per meal, reimbursable only	if	the	professional	has	travelled	to	prepare	for	or	attendin 

connection with a hearing, client ormeeting, meeting with a third party, meeting with other 

advisors to the client, travel time or another event. If a professional’s attendance at a

hearing, meeting, or other event is ultimately deemed unnecessary, the Fee Examiner will

recommend disallowance of both the professional’s fees and associated travel and meal

expenses. Out-of-office lunches are not reimbursable.

Regardless of the number of attendees, please provide receipts for any single meal for which the

total bill is more than $200.00 in the aggregate.

5.2.4. Document Production

Distribution of documents electronically is preferred given its cost effectiveness. Retained

Professionals	must	justify	expenses	related	to	the	production	and	copying	of	physical	documents.

If	 reasonable,	internalInternal photocopying and printing are reimbursable at 1020 cents per page for

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black and white and, when color copies are necessary, 45 cents per page.2

If the Retained Professional used

an outside service or vendor for copying, it should provide vendor invoices upon request.

Charges for	internal	printing, converting documents to electronic formats, scanning charges, and

charges to convert and upload documents are overhead, and not reimbursable. Similarly, word	processing,

proofreading, secretarial and other support expenses are not reimbursable, nor are overtime charges related

to these activities.

5.2.5. Other Expenses

5.2.5.1.Flexible	Standards

Certain	 types	 of	 expenses	 are	 presumptively	 unreasonable	 but	 may	 be	 considered

reasonable with	 sufficient	 explanation.	 For	 example,	 normally	 mini-bar	 expenses	 are

presumptively unreasonable	unless	restaurants	are	closed	when	a	Biller	needs	 to	have	a	meal.

Luxury	 hotels	 (Ritz-	 Carltons	 and	 Four	 Seasons)	 are	 presumptively	 unreasonable.	 Midrange

hotels	(Hyatt,	Marriott,	and	Westin)	are	presumptively	reasonable	except	when	room	rates	surge

for	high	demand	events	or	seasons.

5.2.5.1. 5.2.5.2.Limits on Expenses

Certain charges and expenses are presumptively unreasonable. These include:

a. Telephone charges—including cellular phone fees and subscriptions, text fees, data fees,

and roaming charges, other than actual charges for multi-party calls incurred by counsel in

connection with the cases.

b. Subscription, publication, or library charges.

c. Office supplies or presentation materials.

d. Clothing, dry-cleaning, accessories, and travel sundries.

e. Local travel expenses (train, bus, subway, mileage, car service, taxi) to or from a

professional’s home unless a professional has worked at least four hours on these Cases on the

day for which the expense is sought and completes that day’s work after 98:00 p.m. local time.

f. Tips or other service charges (including housekeeping, valet, concierge, and bell services)

unless they are part of another itemized and documented expense (for example, taxi or car

service gratuity included on the receipt), and generally are capped at 20% or lower if custom

is lower.

6. Reservations

Failure	to	object	to	an	Application	or	Monthly	Fee	Statement	will	not	bar	the	Fee	

Examiner	from	objecting	to	time	or	expenses	covered	by	such	requests	at	a	later	time;	

oftenOften the worth of a project cannot be determined until it is complete, or a decision is made to modify

or abandon it.

SimilarlyAccordingly, the Fee Examiner may think that the objectionable part of a Monthly Fee

Statement is not greater than the 20% holdback specified in the Initial Order, and thus may reserve all

comment or objection until the Retained	Professional	submits	anInterim Fee Application related to

that particular month is filed.

2	The	Fee	Examiner	understands	that	these	numbers	are	lower	than	set	forth	in	the	Local	Guidelines.	National	

chains	such	as	Office	Max,	however,	currently	offer	prices	cheaper	than	set	forth	in	text.

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Following the Court’s disposition of an Interim Fee Application, the Fee Examiner may not

interpose a new objection to fees that are the subject of that Interim Fee Application until they are

presented in a Final Application.

Exhibit A –- Biographical and Demographic Data on Billers

A template will be provided to each Retained Professional upon approval of this Protocol.

Name

Highest	degree	Year	

awardedNon-law	

graduate	degree Year

admitted to bar Home

OfficeNon-US	law	

degree Title/Status:

Paralegal Summer

associate/intern Law

graduate, not yet admitted

Contract attorney

Associate Of Counsel

Partner Retired Partner

Administration Other

(describe) Assigned

department/workgroup

Specialization	

Certification

Years	in	bankruptcy	department/workgroup

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