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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 2

Proposed Final Insurance Order

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FINAL ORDER REGARDING INSURANCE 

POLICIES

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered) 

[PROPOSED] FINAL ORDER PURSUANT TO 

11 U.S.C. §§ 105(a), 362(d), 363(b), 363(c), AND 

364 AND FED. R. BANKR. P. 4001, 6003, AND 

6004 (I) AUTHORIZING THE DEBTORS TO (A) 

MAINTAIN INSURANCE POLICIES, 

WORKERS’ COMPENSATION PROGRAM, 

AND SURETY BOND PROGRAM AND (B) PAY 

ALL OBLIGATIONS WITH RESPECT 

THERETO; AND (II) GRANTING RELIEF 

FROM THE AUTOMATIC STAY WITH 

RESPECT TO WORKERS’ COMPENSATION 

CLAIMS 

☐Affects PG&E Corporation 

☐Affects Pacific Gas and Electric 

Company 

☒Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 2

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FINAL ORDER REGARDING INSURANCE 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 105(a), 362(d), 363(b), 363(c), and 364 of title 11 of the United States 

Code (the “Bankruptcy Code”) and Rules 4001, 6003, and 6004 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for interim and final authority (i) to (a) maintain their Insurance 

Policies, Workers’ Compensation Program, and Surety Bond Program and to perform their obligations 

with respect thereto during these Chapter 11 Cases, and (b) pay any prepetition obligations arising under 

or related to the Insurance Policies, Workers’ Compensation Program, or Surety Bond Program; and 

(ii) modifying the automatic stay to the extent necessary to permit the Debtors’ employees to proceed 

with any claims they may have under the Workers’ Compensation Program; and granting related relief; 

all as more fully set forth in the Motion; and this Court having jurisdiction to consider the Motion and 

the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, the Order Referring Bankruptcy 

Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), and Rule 5011-1(a) of the 

Bankruptcy Local Rules for the United States District Court for the Northern District of California 

(the “Bankruptcy Local Rules”); and consideration of the Motion and the requested relief being a core 

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

U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice of the Motion as 

provided to the parties listed therein is reasonable and sufficient, and it appearing that no other or further 

notice need be provided; and this Court having reviewed the Motion and the Wells Declaration (as 

amended on February 2, 2019 [Docket No. 263]); and this Court having held hearings to consider the 

relief requested in the Motion on an interim and final basis; and this Court having previously entered an 

order granting interim relief with respect to the Motion [Docket No. 211]; and this Court having 

determined that the legal and factual bases set forth in the Motion establish just cause for the relief 

granted herein; and it appearing that the relief requested in the Motion is in the best interests of the 

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

terms in the Motion.

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 3

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FINAL ORDER REGARDING INSURANCE 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Debtors, their estates, creditors, shareholders, and all parties in interest; and upon all of the proceedings 

had before this Court and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted on a final basis, as provided herein.

2. The Debtors are authorized, but not directed, pursuant to sections 105(a), 363, and 364 of 

the Bankruptcy Code, to continue and maintain all Insurance Policies,2 the Workers’ Compensation 

Program (including providing additional Collateral), and the Surety Bond Program, and to perform all 

of their obligations with respect thereto, and to pay any amounts owed with respect to the Insurance 

Policies, the Service Provider Fees, the Workers’ Compensation Program, the Workers’ Compensation 

Claims, and the Surety Bond Program.

3. The Debtors are authorized, but not directed, in the ordinary course of business to revise, 

renew, roll over, replace, extend, supplement or otherwise modify their insurance coverage as needed, 

including, without limitation, through the purchase of new or the renewal of existing Insurance Policies.

4. The Debtors are authorized, but not directed, to renew or to obtain and provide additional 

or new Surety Bonds, and to take all appropriate actions in connection therewith, including providing 

any cash or other collateral, as required under existing, renewed or new Surety Bonds. 

5. Pursuant to section 362(d) of the Bankruptcy Code, to the extent any of the Debtors’ 

employees hold claims under or in connection with the Workers’ Compensation Program, in the Debtors’ 

sole discretion, such employees are authorized to proceed with their Workers’ Compensation Claims 

through and including the collection or payment of any judgment or claim in the appropriate judicial or 

administrative forum under the Workers’ Compensation Program; provided, that, the prosecution of such 

claims is in accordance with the Workers’ Compensation Program and the recoveries are limited to the 

proceeds available under the Workers’ Compensation Program.

6. Nothing herein alters or amends the terms and conditions of any of the Insurance Policies 

or relieves the Debtors of any of their obligations under the Insurance Policies.

 2 For the avoidance of doubt, the term Insurance Policies shall include all insurance policies issued or 

providing coverage to the Debtors at any time, whether expired, current or prospective, and any 

agreements related thereto. 

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 4

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FINAL ORDER REGARDING INSURANCE 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

7. Applicable banks and financial institutions are authorized, but not directed, at the 

Debtors’ request, to receive, process, honor and pay, to the extent of funds on deposit, any and all checks 

issued or to be issued or electronic funds transfers requested or to be requested by the Debtors relating 

to the Insurance Obligations, the Workers’ Compensation Claims, the Surety Bond Obligations or the 

Service Provider Fees.

8. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect 

new electronic funds transfers on account of the Insurance Obligations, the Workers’ Compensation 

Claims, the Surety Bond Obligations and the Service Provider Fees, to replace any prepetition checks or 

electronic funds transfer requests that may be lost, dishonored, or rejected as a result of the 

commencement of the Chapter 11 Case.

9. Nothing contained in this Final Order or in the Motion is intended to be or shall be 

construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the 

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or 

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy 

Code. Likewise any payment made pursuant to this Final Order is not intended to be and shall not be 

construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute such 

claim subsequently.

10. Notwithstanding entry of this Final Order, nothing herein shall create, nor is intended to 

create, any rights in favor of or enhance the status of any claim held by, any party.

11. The requirements of Bankruptcy Rules 4001(d) and 6004(a) have been satisfied.

12. Notwithstanding the provisions of Bankruptcy Rules 4001(a)(2) and 6004(h), this Final

Order shall be immediately effective and enforceable upon its entry.

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

Final Order.

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

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

** END OF ORDER **

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 5

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INTERIMFINAL ORDER REGARDING

INSURANCE POLICIES

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767 Fifth Avenue

New York, NY 10153-0119

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☐Affects PG&E Corporation

☐Affects Pacific Gas and Electric

Company

☒Affects both Debtors

* All papers shall be filed in the Lead

Case, No. 19-30088 (DM).

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Tax I.D. No. 94-3234914

Bankruptcy Case

Case Nos. 19 -30088 (DM)

 19 -30089 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

INTERIM[PROPOSED] FINAL ORDER

PURSUANT TO 11 U.S.C. §§ 105(a), 362(d), 363(b),

363(c), AND 364 AND FED. R. BANKR. P. 4001,

6003, AND 6004 (I) AUTHORIZING THE

DEBTORS TO (A) MAINTAIN INSURANCE

POLICIES, WORKERS’ COMPENSATION

PROGRAM, AND SURETY BOND PROGRAM

AND (B) PAY ALL OBLIGATIONS WITH

RESPECT THERETO; AND (II) GRANTING

RELIEF FROM THE AUTOMATIC STAY WITH

RESPECT TO WORKERS’ COMPENSATION

CLAIMS

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 6

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INTERIMFINAL ORDER REGARDING

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In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Tax I.D. No. 94-3234914

In re:

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

Bankruptcy Case

Case Nos. 19 -30088 (DM)

 19 -30089 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

INTERIM[PROPOSED] FINAL ORDER

PURSUANT TO 11 U.S.C. §§ 105(a), 362(d), 363(b),

363(c), AND 364 AND FED. R. BANKR. P. 4001,

6003, AND 6004 (I) AUTHORIZING THE

DEBTORS TO (A) MAINTAIN INSURANCE

POLICIES, WORKERS’ COMPENSATION

PROGRAM, AND SURETY BOND PROGRAM

AND (B) PAY ALL OBLIGATIONS WITH

RESPECT THERETO; AND (II) GRANTING

RELIEF FROM THE AUTOMATIC STAY WITH

RESPECT TO WORKERS’ COMPENSATION

CLAIMS

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 7

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Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11

Cases”), pursuant to sections 105(a), 362(d), 363(b), 363(c), and 364 of title 11 of the United States

Code (the “Bankruptcy Code”) and Rules 4001, 6003, and 6004 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), for interim and final authority (i) to (a) maintain their Insurance

Policies, Workers’ Compensation Program, and Surety Bond Program and to perform their obligations

with respect thereto during these Chapter 11 Cases, and (b) pay any prepetition obligations arising

under or related to the Insurance Policies, Workers’ Compensation Program, or Surety Bond Program;

and (ii) modifying the automatic stay to the extent necessary to permit the Debtors’ employees to

proceed with any claims they may have under the Workers’ Compensation Program; and granting

related relief; all as more fully set forth in the Motion; and this Court having jurisdiction to consider the

Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, the Order Referring

Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), and Rule

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

of California (the “Bankruptcy Local Rules”); and consideration of the Motion and the requested

relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this

Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice

of the Motion as provided to the parties listed therein is reasonable and sufficient under the

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

reviewed the Motion and the Wells Declaration (as amended on February 2, 2019 [Docket No. 263]);

and this Court having held a hearings on to consider the relief requested in the Motion on an interim

and final basis; and this Court having previously entered an order granting interim relief with respect to

the Motion [Docket No. 211]; and this Court having determined that the legal and factual bases set

1

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

terms in the Motion.

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 8

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forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief

requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors and their

estates as contemplated by Bankruptcy Rule 6003, and is in the best interests of the Debtors, their

estates, creditors, shareholders, and all parties in interest; and upon all of the proceedings had before

this Court and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted on an interima final basis, as provided herein.

2. The Debtors are authorized, but not directed, pursuant to sections 105(a), 363, and 364

of the Bankruptcy Code, to continue and maintain all Insurance Policies,2 the Workers’ Compensation

Program (including providing additional Collateral), and the Surety Bond Program, and to perform all

of their obligations with respect thereto, and to pay any amounts owed with respect to the Insurance

Policies, the Service Provider Fees, the Workers’ Compensation Program, the Workers’ Compensation

Claims, and the Surety Bond Program; provided, that, the Debtors are authorized to pay only amounts

due and payable as of the Petition Date and amounts that are or become due and payable between the

Petition Date and the date that a final order on the Motion is entered, unless otherwise ordered by the

Court..

3. The Debtors are authorized, but not directed, in the ordinary course of business to

revise, renew, roll over, replace, extend, supplement or otherwise modify their insurance coverage as

needed, including, without limitation, through the purchase of new or the renewal of existing Insurance

Policies.

4. The Debtors are authorized, but not directed, to renew or to obtain and provide

additional or new Surety Bonds, and to take all appropriate actions in connection therewith, including

providing any cash or other collateral, as required under existing, renewed or new Surety Bonds.

5. Pursuant to section 362(d) of the Bankruptcy Code, to the extent any of the Debtors’

2

 For the avoidance of doubt, the term Insurance Policies shall include all insurance policies issued or

providing coverage to the Debtors at any time, whether expired, current or prospective, and any

agreements related thereto.

Case: 19-30088 Doc# 491-2 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 9

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employees hold claims under or in connection with the Workers’ Compensation Program, in the

Debtors’ sole discretion, such employees are authorized to proceed with their Workers’ Compensation

Claims through and including the collection or payment of any judgment or claim in the appropriate

judicial or administrative forum under the Workers’ Compensation Program; provided, that, the

prosecution of such claims is in accordance with the Workers’ Compensation Program and the

recoveries are limited to the proceeds available under the Workers’ Compensation Program.

6. Nothing herein alters or amends the terms and conditions of any of the Insurance

Policies or relieves the Debtors of any of their obligations under the Insurance Policies.

7. Applicable banks and financial institutions are authorized, but not directed, at the

Debtors’ request, to receive, process, honor and pay, to the extent of funds on deposit, any and all

checks issued or to be issued or electronic funds transfers requested or to be requested by the Debtors

relating to the Insurance Obligations, the Workers’ Compensation Claims, the Surety Bond Obligations

or the Service Provider Fees.

8. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect

new electronic funds transfers on account of the Insurance Obligations, the Workers’ Compensation

Claims, the Surety Bond Obligations and the Service Provider Fees, to replace any prepetition checks

or electronic funds transfer requests that may be lost, dishonored, or rejected as a result of the

commencement of the Chapter 11 Case.

9. Nothing contained in this InterimFinal Order or in the Motion is intended to be or shall

be construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy

Code. Likewise any payment made pursuant to this InterimFinal Order is not intended to be and shall

not be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to

dispute such claim subsequently.

10. Notwithstanding entry of this InterimFinal Order, nothing herein shall create, nor is

intended to create, any rights in favor of or enhance the status of any claim held by, any party.

11. The requirements for immediate entry of this Interim Order pursuant to Bankruptcy Rule

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6003(b) have been satisfied.

11. 12. The requirements of Bankruptcy Rules 4001(d) and 6004(a) are waivedhave been

satisfied.

12. 13. Notwithstanding the provisions of Bankruptcy Rules 4001(a)(2) and 6004(h), this

InterimFinal Order shall be immediately effective and enforceable upon its entry.

13. 14. The Debtors are authorized to take all steps necessary or appropriate to carry out

this InterimFinal Order.

15. A final hearing to consider the relief requested in the Motion shall be held on February 27,

2019 at 9:30 a.m. (Prevailing Pacific Time) and any objections or responses to the Motion shall be filed

and served so as to be actually received on or prior to February 20, 2019 at 4:00 p.m. (Prevailing

Pacific Time).

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

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

** END OF ORDER **

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