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Exhibit 8

Proposed Final Employee Wages and Benefits Order

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FINAL ORDER AUTHORIZING PREPETITION EMP. OBLIGATIONS & WAGE BENEFITS

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767 Fifth Avenue

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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), 363(b), AND 507 AND FED. 

R. BANKR. P. 6003 AND 6004 AUTHORIZING 

DEBTORS TO (I) PAY PREPETITION WAGES, 

SALARIES, WITHHOLDING OBLIGATIONS 

AND OTHER COMPENSATION AND 

BENEFITS; (II) MAINTAIN EMPLOYEE

WAGE AND BENEFITS PROGRAMS; AND 

(III) PAY RELATED ADMINISTRATIVE 

OBLIGATIONS

☐Affects PG&E Corporation 

☐Affects Pacific Gas and Electric Company 

☒Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

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FINAL ORDER AUTHORIZING PREPETITION EMP.

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767 Fifth Avenue

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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), 363(b), and 507(a) of title 11 of the United States Code 

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

(the “Bankruptcy Rules”), for interim and final authority to (i) pay, in their sole discretion, all 

prepetition amounts required under or related to the Prepetition Employee Obligations; (ii) continue their 

Employee Wage and Benefits Programs as such were in effect as of the date hereof and as such may be 

modified, amended, or supplemented from time to time in the ordinary course of the Debtors’ businesses, 

and (iii) honor and pay all Employee Program Administrative Obligations, 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, 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. 210] (the “Interim Order”); and this Court also having previously 

entered an order confirming the interim relief granted in the Interim Order [Docket No. 439]

(the “Additional Order”); 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 Debtors, their estates, creditors, shareholders, and all parties in 

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

terms in the Motion.

Case: 19-30088 Doc# 491-8 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 3

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FINAL ORDER AUTHORIZING PREPETITION EMP.

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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(b), and 

507(a) of the Bankruptcy Code, to pay all Prepetition Employee Obligations, including, without 

limitation, all such obligations under or relating to the Debtors’ Compensation Obligations, Employee 

Incentive and Retention Programs, Reimbursable Expenses, Withholding Obligations, Payroll 

Maintenance Fees, Severance Programs, Employee Benefits Programs, and Supplemental Workforce 

Obligations (which in each of the foregoing cases includes, without limitation, all Employee Program 

Administrative Obligations arising thereunder or related thereto), that are due and payable and relate to 

the period prior to the Petition Date, in accordance with the Debtors’ ordinary course of conduct and 

consistent with the Debtors’ prepetition practices. 

3. Without limiting the foregoing, the Debtors are authorized, but not directed, to pay all 

“cash out” amounts due or that may become due with respect to accrued but unused vacation, to pay all 

contributions to the 401(k) Plan withheld from Employees’ paychecks and all prepetition 401(k) 

Matching Obligations and administrative fees, to transfer all withheld amounts and to continue to 

withhold amounts on account of the Flexible Spending Account Contributions, to transfer such amounts 

to the Flexible Spending Account Administrators in the ordinary course of business, and to continue to 

withhold amounts on account of the Voluntary AD&D Insurance Plan and to transfer such amounts 

withheld to the Life Insurance Administrator in the ordinary course of business, including all prepetition 

amounts withheld on account of the Voluntary AD&D Insurance Plan.

4. The Debtors are further authorized, but not directed, pursuant to sections 105(a), 363(b), 

and 507 of the Bankruptcy Code, to maintain and continue to administer, in their sole discretion, their 

Employee Wage and Benefits Programs as such were in effect as of the commencement of these Chapter 

11 Cases and as such may be modified or supplemented from time to time in the ordinary course of 

business, and to pay all obligations in connection with such programs in the ordinary course of business, 

except as ordered otherwise herein. 

Case: 19-30088 Doc# 491-8 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 4

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FINAL ORDER AUTHORIZING PREPETITION EMP.

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5. Notwithstanding anything herein to the contrary, during the pendency of the Chapter 11

Cases, the Debtors shall not, absent further order of the Court, make any payments under the Severance 

Programs or any of the Employee Incentive Programs to any of the Insiders.

6. The Debtors are authorized to pay and otherwise honor all Reimbursable Expenses in the 

ordinary course, as and when due; provided, that the Debtors shall not accelerate payment of any 

Reimbursable Expenses prior to the respective payment date.

7. The Debtors are further authorized, but not directed, to pay all Outstanding Compensation

and Additional Relocation Payments (each as defined and as provided in the Additional Order) that are 

due and payable and relate to the period prior to the Petition Date.

8. 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 Prepetition 

Employee Obligations, including the Employee Program Administrative Expenses, the Outstanding 

Compensation, and Additional Relocation Payments.

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

new electronic funds transfers on account of the the Prepetition Employee Obligations, including the 

Employee Program Administrative Expenses, the Outstanding Compensation, and Additional 

Relocation Payments, 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 Cases.

10. 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.

11. 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.

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FINAL ORDER AUTHORIZING PREPETITION EMP.

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

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

Order shall be immediately effective and enforceable upon its entry.

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

Final Order.

15. 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# 491-8 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 6

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INTERIMFINAL ORDER AUTHORIZING PREPETITION

EMP. OBLIGATIONS & WAGE BENEFITS

1

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767 Fifth Avenue

New York, NY 10153-0119

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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

□ Affects PG&E Corporation

□ Affects Pacific Gas and Electric

Company

x 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.

Bankruptcy Case

No. 19 - 30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

INTERIM[PROPOSED] FINAL ORDER

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

AND 507 AND FED. R. BANKR. P. 6003 AND

6004 AUTHORIZING DEBTORS TO (I) PAY

PREPETITION WAGES, SALARIES,

WITHHOLDING OBLIGATIONS AND OTHER

COMPENSATION AND BENEFITS; (II)

MAINTAIN EMPLOYEE WAGE AND

BENEFITS PROGRAMS; AND (III) PAY

RELATED ADMINISTRATIVE OBLIGATIONS

Case: 19-30088 Doc# 491-8 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 7

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INTERIMFINAL ORDER AUTHORIZING PREPETITION

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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), 363(b), and 507(a) of title 11 of the United States Code

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

(the “Bankruptcy Rules”), for interim and final authority to (i) pay, in their sole discretion, all

prepetition amounts required under or related to the Prepetition Employee Obligations; (ii) continue

their Employee Wage and Benefits Programs as such were in effect as of the date hereof and as such

may be modified, amended, or supplemented from time to time in the ordinary course of the Debtors’

businesses, and (iii) honor and pay all Employee Program Administrative Obligations, 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, 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 under the circumstancesand 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 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. 210] (the “Interim Order”); and this Court also having previously entered an order confirming the

interim relief granted in the Interim Order [Docket No. 439] (the “Additional Order”); and this Court

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

1

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

terms in the Motion.

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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(b), and

507(a) of the Bankruptcy Code, to pay all Prepetition Employee Obligations, including, without

limitation, all such obligations under or relating to the Debtors’ Compensation Obligations, Employee

Incentive and Retention Programs, Reimbursable Expenses, Withholding Obligations, Payroll

Maintenance Fees, Severance Programs, Employee Benefits Programs, and Supplemental Workforce

Obligations (which in each of the foregoing cases includes, without limitation, all Employee Program

Administrative Obligations arising thereunder or related thereto), that are due and payable and relate to

the period prior to the Petition Date and come due during the Interim Period, in accordance with the

Debtors’ ordinary course of conduct and consistent with the Debtors’ prepetition practices; provided,

that the Debtors shall not make any payments on account of any STIP Awards prior to a final hearing

to consider the relief requested in the Motion.

3. Without limiting the foregoing, the Debtors are authorized, but not directed, to pay all

“cash out” amounts due or that may become due with respect to accrued but unused vacation, to pay

all contributions to the 401(k) Plan withheld from Employees’ paychecks and all prepetition 401(k)

Matching Obligations and administrative fees, to transfer all withheld amounts and to continue to

withhold amounts on account of the Flexible Spending Account Contributions, to transfer such

amounts to the Flexible Spending Account Administrators in the ordinary course of business, and to

continue to withhold amounts on account of the Voluntary AD&D Insurance Plan and to transfer such

amounts withheld to the Life Insurance Administrator in the ordinary course of business, including all

prepetition amounts withheld on account of the Voluntary AD&D Insurance Plan.

4. The Debtors are further authorized, but not directed, pursuant to sections 105(a),

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363(b), and 507 of the Bankruptcy Code, to maintain and continue to administer, in their sole

discretion, their Employee Wage and Benefits Programs as such were in effect as of the

commencement of these Chapter 11 Cases and as such may be modified or supplemented from time to

time in the ordinary course of business, and to pay all obligations in connection with such programs in

the ordinary course of business, except as ordered otherwise herein.

5. Notwithstanding anything herein to the contrary, during the pendency of the Chapter 11

Cases, the Debtors shall not, absent further order of the Court, make any payments under the

Severance Programs or any of the Employee Incentive Programs to any of the Insiders.

6. The Debtors are authorized to pay and otherwise honor all Reimbursable Expenses in

the ordinary course, as and when due; provided, that the Debtors shall not accelerate payment of any

Reimbursable Expenses prior to the respective payment date.

7. The Debtors are further authorized, but not directed, to pay all Outstanding

Compensation and Additional Relocation Payments (each as defined and as provided in the Additional

Order) that are due and payable and relate to the period prior to the Petition Date.

8. 7. 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

Prepetition Employee Obligations, including the Employee Program Administrative Expenses, the

Outstanding Compensation, and Additional Relocation Payments.

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

effect new electronic funds transfers on account of the the Prepetition Employee Obligations, including

the Employee Program Administrative Expenses, the Outstanding Compensation, and Additional

Relocation Payments, 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 Cases.

10. 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

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INTERIMFINAL ORDER AUTHORIZING PREPETITION

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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.

11. 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

6003(b) have been satisfied.

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

satisfied.

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.

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).

15. 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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