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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

EXHIBIT A 

[PROPOSED] Order

Case: 19-30088 Doc# 4601-1 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 1

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28 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) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@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 

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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

[PROPOSED] ORDER PURSUANT TO 11 

U.S.C. §§ 327(a) AND 328(a) AND FED. R. 

BANKR. P. 2014(a) AND 2016 FOR 

AUTHORITY TO AMEND THE SCOPE OF 

THE RETENTION OF 

PRICEWATERHOUSECOOPERS LLP 

AS MANAGEMENT, TAX, INTERNAL 

ACCOUNTING, AND ADVISORY 

CONSULTANTS TO THE DEBTORS 

NUNC PRO TUNC TO PETITION DATE

Debtors.

 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# 4601-1 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 2

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Upon the Application, dated November 7, 2019 (the “Supplemental Application”),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 327(a) and 328(a) of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for authority to amend the scope of the retention of PricewaterhouseCoopers 

LLP (“PwC”) as management, tax, internal accounting, and advisory consultants for the Debtors 

approved by the Court in an order entered on May 24, 2019 [Dkt. No. 2230] (the “Initial Retention 

Order”), all as more fully set forth in the Supplemental Application; and this Court having jurisdiction 

to consider the Supplemental Application 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 Supplemental 

Application 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 Supplemental Application 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 Supplemental Application, 

and the Bowman 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 Supplemental Application 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 Supplemental Application 

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

therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Supplemental Application is granted as provided herein. 

2. The Initial Retention Order is amended to include the Supplemental Engagements. 

1

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

terms in the Supplemental Application. 

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

3. To the extent the Supplemental Application is inconsistent with this Order, the terms of 

the Order shall govern. 

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

related to this Order. 

** END OF ORDER ** 

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