EXHIBIT B

[PROPOSED] ORDER

Case: 19-30088 Doc# 4527-2 Filed: 10/30/19 Entered: 10/30/19 17:53:12 Page 1

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BRAD BRIAN (State Bar No. 79001)

Brad.Brian@mto.com

THOMAS B. WALPER (State Bar No. 96667)

thomas.walper@mto.com

HENRY WEISSMANN (State Bar No. 132418)

henry.weissmann@mto.com

BRADLEY SCHNEIDER (State Bar No. 235296)

bradley.schneider@mto.com

MUNGER, TOLLES & OLSON LLP

350 South Grand Avenue

Fiftieth Floor

Los Angeles, California 90071

Telephone: (213) 683-9100

Facsimile: (213) 683-3702

Proposed Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re

PG&E CORPORATION,

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER AMENDING 

ORDER PURSUANT TO 11 U.S.C. § 327(e) 

AND FED. R. BANKR. P. 2014(a) AND 

2016 FOR AUTHORITY TO RETAIN 

AND EMPLOY MUNGER, TOLLES & 

OLSON LLP AS COUNSEL FOR 

CERTAIN MATTERS AS OF THE 

PETITION DATE

[No hearing requested]

[Relates to Dkt. No. 1677]

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Upon the application, dated October 28, 2019 (the “Second Application to Amend”), of 

PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), as 

debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), to amend Order Pursuant to 11 U.S.C. 

§ 327(e) and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ Munger, 

Tolles & Olson LLP as Counsel for Certain Matters Effective as of the Petition Date [Dkt No. 

1677] (the “Retention Order”), as amended by that Order Amending Order Pursuant to 11 

U.S.C. § 327(e) and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ 

Munger, Tolles & Olson LLP as Counsel for Certain Matters as of the Petition Date [Dkt. No. 

4083] (the “First Amended Retention Order”); and this Court having jurisdiction to consider the 

Application to Amend and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, and 

the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 

and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”); and consideration of the Second 

Application to Amend and the requested relief being a core proceeding pursuant to 28 U.S.C. 

§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and 

due and proper notice of the Second Application to Amend having been provided to the parties 

listed therein, and it appearing that no other or further notice need be provided; and this Court 

having reviewed the Second Application to Amend and the Weissmann Declaration; and upon the 

record of the Hearing (if any was held) and all of the proceedings had before the Court; and this 

Court having found and determined that the relief sought in the Second Application to Amend is 

in the best interests of the Debtors, their estates, creditors, shareholders, and all parties in interest; 

and that the legal and factual bases set forth in the Second Application to Amend establish just 

cause for the relief granted herein; and after due deliberation and sufficient cause appearing 

therefor,

IT IS HEREBY ORDERED THAT:

1. The Second Application to Amend is granted as provided herein.

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2. The Retention Order is hereby further amended to provide that the Specific Matters 

include:

a. Representing and advising the Debtors in connection with CPUC Decision No. 

18-01-022 and any related administrative or civil proceedings;

b. Representing and advising the Debtors in connection with any civil, 

administrative, or criminal investigations or proceedings arising from the 

Kincade fire. 

3. Subject to the foregoing clarifying amendment and the First Amended Retention Order, 

the Retention Order remains in effect and is incorporated herein by reference;

4. Notice of the Second Application to Amend as provided therein shall be deemed good 

and sufficient notice of the Second Application to Amend;

5. To the extent the Second Application to Amend is inconsistent with this Order, the 

terms of this Order shall govern;

6. This Court shall retain jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Order.

**END OF ORDER**

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