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Exhibit 1-2

Redline Comparison

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice)

(pzumbro@cravath.com)

Kevin J. Orsini (pro hac vice)

(korsini@cravath.com)

Omid H. Nasab (pro hac vice)

(onasab@cravath.com)

825 Eighth Avenue

New York, NY 10019

Tel: 212 474 1000

Fax: 212 474 3700

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

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

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).

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.

§§ 363(b) AND 105(a) AND FED. R. BANKR. P. 6004

AND 9019 (I) AUTHORIZING THE DEBTORS TO

ENTER INTO RESTRUCTURING SUPPORT

AGREEMENT WITH THE CONSENTING

SUBROGATION CLAIMHOLDERS,

(II) APPROVING THE TERMS OF SETTLEMENT

WITH SUCH CONSENTING SUBROGATION

CLAIMHOLDERS, INCLUDING THE ALLOWED

SUBROGATION CLAIM AMOUNT, AND

(III) GRANTING RELATED RELIEF

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Upon the Motion, dated September 24, 2019 [Docket No. [_]3992] (the “Motion”),1 of

PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors in possession

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

Cases”), pursuant to sections 363(b) and 105(a) of title 11 of the United States Code

(the “Bankruptcy Code”) and Rules 6004 and 9019 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), for entry of an order (i) authorizing the Debtors to enter into that certain

Restructuring Support Agreement, dated as of September 22, 2019 (the “RSA”), among the Debtors

and the Consenting Creditors parties thereto, (ii) approving the terms of the Subrogation Claims

Settlement, including approval of the Allowed Subrogation Claim Amount and the payment of certain

fees and expenses of the Ad Hoc Professionals as set forth below, and (iii) 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 Bankruptcy Local

Rule 5011-1(a); 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 this 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; and various

objections and joinders to objections having been filed with respect to the relief requested in the

Motion, including, without limitation, the objections found at Docket Nos. 4220, 4231, 4232, 4236,

4237, 4239, and 4241 (the “Objections”); and the Court having held a hearing to consider the Motion;

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 represents a

sound exercise of the Debtors’ business judgment and is in the best interests of the Debtors, their

1

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

terms in the Motion.

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

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

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IT IS HEREBY ORDERED THAT:

1. The Motion is granted as provided herein and any Objections that remain outstanding or

unresolved are hereby overruled.

2. The RSA, including the Subrogation Term Sheet and the Subrogation Claims

Settlement encompassed therein, represent a valid exercise of the Debtors’ business judgment and,

pursuant to sections 363(b) and 105(a) of the Bankruptcy Code, is hereby approved in its entirety.

3. The Debtors are authorized to enter into an perform under the RSA, including the

Settlement Term Sheet and the Subrogation Claims Settlement encompassed therein, and execute and

deliver all instruments and documents and take any additional actions as are necessary or appropriate

to implement and effectuate the entry into and performance under the RSA, including any transactions

contemplated therein.

4. Except as otherwise set forth herein, Tthe RSA may be modified, amended, or

supplemented by the Parties thereto, solely in accordance with the terms thereof, without further Order

of the Court. and Tthe Debtors shall provide notice of any such modification, amendment, or

supplement to the U.S. Trustee and counsel to each of the Committees within five (5) Business days

thereof. Notwithstanding the immediately preceding sentence or anything herein, in the RSA or the

Settlement Term Sheet to the contrary, any material modifications or amendments to the RSA shall be

subject to Court approval on not less than five (5) Business days’ notice.

5. The failure to describe specifically or include any particular provision of the RSA or

related documents in the Motion or this Order shall not diminish or impair the effectiveness of such

provision, it being the intent of this Court that the RSA be approved in its entirety (including any

exhibits or attachments thereto, except, for the avoidance of doubt, the Plan attached as Exhibit B to

the RSA).

6. Pursuant to Bankruptcy Rule 9019, the Subrogation Claims Settlement is hereby

approved, including, without limitation, (a) the Allowed Subrogation Claim Amount in the aggregate

amount of $11 billion, and (b) the ongoing payment of professional fees and expenses of the Ad Hoc

Professionals, in each case subject to, and in accordance with, the RSA and the Settlement Term

Sheet.

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7. The Subrogation Claims are hereby allowed in the aggregate amount of $11 billion.

The allowance of the Subrogation Claims in the aggregate as set forth herein shall be binding in the

Chapter 11 Cases (including following conversion to cases under chapter 7 of the Bankruptcy Code or

appointment of a chapter 7 or chapter 11 trustee) for all purposes including following termination or

annulment of the RSA, except as expressly set forth in the RSA.

8. The Debtors are authorized to pay the professional fees and expenses of Rothschild &

Co US Inc., Kekst and Company Incorporated d/b/a Kekst CNC, and Wilson Public Affairs, in each

case subject to, and in accordance with, the RSA without the necessity of filing formal fee applications.

 Solely with respect to fees and expenses for professional services rendered by Willkie Farr &

Gallagher LLP and Diemer & Wei LLP, the Debtors are authorized to pay such fees and expenses ten

(10) business after the receipt by the Debtors and the U.S. Trustee (the “Review Period”) of invoices

therefor (the “Invoiced Fees”) and without the necessity of filing formal fee applications. The

invoices for such Invoiced Fees shall include the number of hours billed and the aggregate expenses

incurred by the applicable professional firm; provided, however, that any such invoice (i) may be

limited and/or redacted to protect privileged, confidential, or proprietary information and (ii) shall not

be required to contain individual time detail (provided that such invoice shall contain summary data

regarding hours worked by each timekeeper for the applicable professional and such timekeepers’

hourly rates). The Debtors and the U.S. Trustee may object to any portion of the Invoiced Fees (the

“Disputed Invoiced Fees”) within the Review Period by filing with the Court a motion or other

pleading, on at least ten days’ prior written notice (but no more than 30 days’ notice) of any hearing on

such motion or other pleading, setting forth the specific objections to the Disputed Invoiced Fees in

reasonable narrative detail and the bases for such objections; provided that the Debtors shall pay all

amounts that are not subject of such objection upon the expiration of the Review Period and shall pay

the balance following resolution of any such objection or upon an order of the Bankruptcy Court.

9. For the avoidance of doubt, the definition of Subrogation Claims as defined in the

Settlement Term Sheet shall not include the claims of any Governmental Unit (as defined in section

101(27) of the Bankruptcy Code) and any such claims shall not be the subject of, or compromised

under, the Subrogation Claims Settlement or the RSA.

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10. 8. Notwithstanding the provisions of Bankruptcy Rule 6004(h) or otherwise, this Order

shall be immediately effective and enforceable upon its entry.

11. 9. The Debtors are authorized to take all necessary actions to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

12. 10. This Court retains exclusive 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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