EXHIBIT 2

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Fee Examiner Protocol for Chapter 11 Cases of PG&E Corporation and

Pacific Gas and Electric Company

1.1 Introduction and Purpose 1

2.2 Timeline for Review and Review Procedures 21

2.1.2.1 Monthly Fee Statements 21

2.2.2.2 Interim Fee Applications under § 331 2

2.3.2.3 Final Fee Applications 3 2

2.4.2.4 Automatic Extension of Time toTo Comment or Object 2

3

2.5. Amendment of Interim Compensation Order 33.

Information to be Provided 3

3.1.3.1 Retention Agreements, Budgets, and Biographical Data 3

3.2.3.2 Description of Data to beTo Be Provided with Each Application 43

3.2.1.3.2.1 General Information About the Application 43

3.2.2.3.2.2 Information Regarding Actual Costs to Budget 4

3.3.3.3 Information Regarding Time Recorded by Billers 4

3.4.3.4 Information Regarding Expenses for Which Reimbursement is Requested 5 4

3.5.3.5 Substantially Accurate Information 54

4.4 Format and Service of Billing Data 54

4.1.4.1 Fees 5 4

4.2.4.2 Expenses 5

4.3.4.3 Service 65

4.3.1.4.3.1 Contents of Service. 65

4.3.2.4.3.2 Electronic Service Only 65

5.5 Review Standards 65

5.1.5.1 Standards for Fee Applications 65

5.1.1.5.1.1 Hourly Rates and Other Similar Considerations 65

5.1.2.5.1.2 Hours for Each Biller 7 6

5.1.3.5.1.3 Block Billing 76

5.1.4.5.1.4 Vague Entries 76

5.1.5.5.1.5 Appropriate Staffing 8 7

5.1.6.5.1.6 Professionals Who Bill Less Than 10 Hours 87

5.1.7.5.1.7 Attendance at Meetings and Hearings 8 7

5.1.8.5.1.8 Travel Billing 87

5.1.9.5.1.9 Fees Related to Fee Requests 8Applications 7

5.1.10.5.1.10 Fees Related to Modifying Time Entries or Invoices 9, etc. 8

5.1.11.5.1.11 Rate Increases 98

5.2.5.2 Standards for Expenses 98

5.2.1.5.2.1 Distinction Between Reimbursable Expenses and Overhead Expenses 9 8

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5.2.2.5.2.2 Travel Expenses 9

5.2.3.5.2.3 Meals and Food 10 9

5.2.4.5.2.4 Document Production 10

5.2.5.5.2.5 Other Expenses 1110

5.2.5.1. Flexible Standards 11

5.2.5.2.5.2.5.1 Limits on Expenses 1110

6.6 Reservations 1210

Exhibit A – Biographical and Demographic Data on Billers

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Fee Examiner Protocol for Chapter 11 Cases of PG&E Corporation and

Pacific Gas and Electric Company

1. Introduction and Purpose

This document (the “Protocol”) is presented by Bruce A. Markell, the fee examiner appointed in

these cases (“Fee Examiner”). It seeks to promote fairness, transparency and certainty in the fee

process in the Chapter 11 cases of PG&E Corporation and Pacific Gas and Electric Company, jointly

administered under Bankruptcy Case No. 19-30088 (DM) (Bankr. N.D. Cal.) (“Cases”).

It is the Fee Examiner’s belief that fairness, transparency and certainty promote the purpose of

any fee examiner - —that of providing the Court with sufficient reliable information to enable the Court

to make the findings required by the Bankruptcy Code as to the reasonableness of professionals’ fees

and expenses.

The Court has, inpursuant to the Interim Compensation Order, Docket #No. 701, entered

February 27, 2019 (the “Initial Order”),1 has already taken steps to regularize the fee process in these

Cases. On May 29, 2019, the Court entered its “Order Appointing Fee Examiner And Establishing

Procedures For Consideration Of Requested Fee Compensation And Reimbursement Of Expenses,”

Docket #No. 2267 ( “ Fee Examiner Order”). To the extent that the Initial Order and the Fee Examiner

Order (collectively, the “Order”) establish basic procedures for review and payment of Monthly Fee

Statements, Interim Fee Applications and Final Fee Applications (individually, an “Application”), this

Protocol attempts to integrate and elaborate upon the Fee Examiner’s role and standards.

In discharging his duties, the Fee Examiner will, with assistance from his software and data

analytics provider, Legal Decoder, Inc. (“Legal Decoder”) and fee reviewers, analyze, review, and

evaluate the underlying billing data, expense data, and professional biographical data (collectively,

“Billing Data”) for each individual recording time (individually, a “Biller “”) in these Cases. As

outlined in this Protocol, the process will involve the Fee Examiner’s evaluation of, among other things,

the performance and efficiency of all Retained Professionals.

This Protocol is intended to supplementbe consistent with and not supplant the (i) Guidelines

for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. §

330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013; (ii) Bankruptcy Court

for the Northern District of California’s Guidelines for Compensation and Expense Reimbursement of

Professionals and Trustees (Feb. 19, 2014) (“Local Guidelines”); orand (iii) Practices and Procedures

in Judge Montali’s Court (July 2018) (the “Court Guidelines”).

2. Timeline for Review and Review Procedures

The Fee Examiner will review Applications according to the timeline set forth in this Section.

2.1.2.1 Monthly Fee Statements

TheIn accordance with the Fee Examiner Order, the Fee Examiner will have standing

equivalent to a Notice Party to object to any Monthly Fee Statementthe status of a professional who

may object to Applications.

1

 The parties obtained the Initial Order by filing a motion seeking procedures to obtain interim compensation 

[DktDocket. No. 349; filed Feb. 6, 2019] (the “Motion”). Capitalized terms not otherwise defined in this Protocol 

are intended to take the meaning given to them in the Initial Order which, in turn, incorporates capitalized terms 

used in the Motion.

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Each Retained Professional will provide to the Fee Examiner, Legal Decoder and Tracey R.

Gallegos (the “Team Coordinator”) each Monthly Fee Statement concurrently with service of such

statements on all other Notice Parties. In addition, each Retained Professional will also concurrently

provide the Billing Data related to the Monthly Fee Statement to the Fee Examiner, Legal Decoder and

the Team Coordinator.

2.2.2.2 Interim Fee Applications under § 331

TheWithin twenty-one (21) days of the filing of an Interim Fee Application or Final Fee

Application, the Fee Examiner will furnish to each Retained Professional a preliminary report detailing

the Fee Examiner’s questions and comments on eachsuch Application (aan “DraftInitial Report”) for

further discussion, if necessary, to resolve outstanding issues. If, within such 21-day period, the Fee

Examiner determines that the information furnished in or in support of an Interim Fee Application

or Final Fee Application is insufficient for the Fee Examiner to complete a preliminary report, the

Fee Examiner shall promptly notify the applicable Retained Professional thereof by email (which

notice shall reasonably identify the missing information) and the start of such 21-day period may be

extended to begin on the date which sufficient information is provided.

Discussions with the Fee Examiner will, to the extent practical, be held remotely, using

audiovisual tools such as Skype or similar software that permits two-way synchronous communication.

If video is not available, meetingsMeetings may also be conducted by telephone at the election of the

Fee Examinerparties.

The DraftInitial Report and sessions with the Fee Examiner will be considered confidential, and

subject to Fed. R. Evid. 408, although, apart from the DraftInitial Report, except as otherwise

expressly provided, the parties’ written positions may form the basis of, or may be incorporated into,

any final applicationFinal Application, objection or the Final Report.

At any session with the Fee Examiner regarding an Initial Report, the Retained Professional

must be represented by a person who has full authority to adjust proposed fees and expenses without

consultation with another person. Failure to provide such a person will be considered to be bad

faithis a partner, equityholder or similar officer of the Retained Professional. When it appears that

the Fee Examiner and the Retained Professional may be close to reaching an agreement on

adjustments based on an Initial Report and the initial session(s), the Retained Professional will

make all reasonable efforts to ensure that a person with decision-making authority attends the next

session. If such an authorized person is not present, the Retained Professional must inform the Fee

Examiner at the start of the session, and the Fee Examiner may then postpone the session to a time

at which the person will be available.

After the Retained Professional and the Fee Examiner have discussed the DraftInitial Report,

the Fee Examiner will preparefile a Final Report for filing with the Court and service upon

appropriate parties.with the Court and serve the Final Report on counsel for the Debtors, the

Committees, the U.S. Trustee and each Applicant whose fees and expenses are addressed in the

Final Report within fourteen (14) days of the service of the Initial Report (subject to extension by

agreement of the applicable Retained Professional and Fee Examiner). Alternatively, if the Fee

Examiner and the applicable Retained Professional reach agreement on adjustments based on such 

discussions, the Fee Examiner may file a certificate of no objection as contemplated by Section 2.4.

2.3.2.3 Final Fee Applications

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The Fee Examiner will process all Final Fee RequestsApplications in the manner provided for

Interim Fee RequestsApplications, including the provision of a Draftan Initial Report. There may be

discovery undertaken as necessary to make a final assessment of the reasonableness of all fees and

expenses charged.

2.4.2.4 Automatic Extension of Time toTo Comment or Object

No Application will be complete, and theThe time limits contained in the Fee Examiner

Order will not commence against the Fee Examiner until (a) the relevant Retained Professional serves

and delivers the Billing Data with all requiredmaterially complete information, and (b) the Billing

Data is in the format specified in Section 4.

Until the Fee Examiner has indicated no objection or hasThe Court may not enter an

order on any Interim Fee Application or any Final Fee Application until the Fee Examiner has,

within the time frames specified herein, either: (i) filed his Final Report; (ii) indicated no objection;

(iii) filed a formal objection, the Court may set for hearing, but will not hear or enter an order on,;

or (iv) filed a certificate of no objection to a revised or amended Interim Fee Application or Final Fee

Application (or otherwise indicates in writing a lack of objection, such as indicating no objection by

his signature on any amended Interim Fee Application or any Final Fee Application).

If the Fee Examiner is not provided with the necessarymaterially complete Billing Data

related to any Application (other than a Monthly Fee Statement), the Fee Examiner is not required to file

a Final Report, an indication of no objection or an objection.

2.5. Amendment of Interim Compensation OrderThe Fee Examiner will 

request the Court to amend the Initial Order to incorporate the substantive 

provisions of this Protocol.

3. Information to be Provided

3.1. Retention Agreements, Budgets, and Biographical Data

As soon as practical after submission of this Protocol to the Court, each Retained Professional

must provide to the Fee Examiner, the Team Coordinator and Legal Decoder (collectively the “Fee

Examiner’s Team”):

a. All applicable engagement letters and/or fee agreements with their clients;

b. All approved budgets previously provided to the Office of the United States

Trustee;c. All required invoice data in electronic/digital format (in LEDES format or

any other format permitted by Section 4);

d. c. Professional biographical data for all Billers in electronic/digital format asthat

includes the information set forth on Exhibit A (template provided); and

e. d. All Applications filed to date.

Each Retained Professional approved after the adoption of this Protocol must provide the Fee

Examiner’s Team with an approved budget and professional biographical data described above, within

ten (10) working days after entry of the order approving their retention. All budgets must comply with

the Fee Guidelines.

All Retained Professionals shall promptly provide the Fee Examiner’s Team with any changes

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or modifications to any previously provided Retention Agreements, Budgets, and Biographical Data.

3.2. Description of Data to beTo Be Provided with Each Application

3.2.1. General Information About the Application

Each Application must provide:

a. A separate list of all Billers whose time is included in the Application (including all

shorthand identifications, initials or timekeeper identification numbers) who billed time

during the relevant period;

b. The precise time period covered by the Application;

c. A list of all rate increases of any kind—, including rate“step increases” due to increasing

seniority—, by timekeeper and amount, proposed by the Retained Professional since it

began working on these cases, provided that step increases may be disclosed in the 

aggregate by class or other appropriate manner as provided for in Section 5.1.11; and

d. A statement that the Retained Professional’s client has (or has not) explicitly consented to

any rate increases.

3.2.2. Information Regarding Actual Costs to Budget

For each Application other than a Monthly Fee Statement, each Retained Professional must

provide a comparison in the filed Application of actual billings and expensestime billed to budgeted

billings and expenses by project categorytime, along with a statement that the Retained

Professional’s client has already approved the actual expenditures covered by the Application

periodbudget.

If the actual work billed has varied from the budgeted amount by more than 10% in the

aggregate, the Retained Professional must also provide a reasonable explanation for the variance.

If the Retained Professional’s client budget includes budgets by project category and actual work

billed for any project category constituting a material portion of the overall Application varied from

the budgeted amount by more than 10%, the Retained Professional must also provide a reasonable

explanation for the variance for each such project category.

3.3. Information Regarding Time Recorded by Billers

For each time entry included in each Application, the Retained Professional must supply:

a. The name or other unique identifier for the Biller responsible for such time entry;

b. The amount of time spent by such Biller in one-tenth of an hour increments or as

approved by the Court in the retention order; and

c. A description of the work or task performed by such Biller (together with a summary of the

time allocable to such work or task isif not otherwise apparent). All such descriptions must

be consistent with the standards set forth in Sections 4.1 and 5.1 of this Protocol.

3.4. Information Regarding Expenses for Which Reimbursement isIs

Requested

For each expense or other item for which the Application requests reimbursement, the Retained

Professional must supply for each expense or other item the information requested in Sections 4.2 and

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5.2.

3.5. Substantially Accurate Information

All Applications served on the Fee Examiner must be signed, electronically or otherwise, by an

individual with authority to submit and alter invoices. By submitting Billing Data to the Fee

Examiner’s Team with any Application, that person and the Retained Professional that employs

her or him certifies that the Billing Data is substantially accurate and complete, and that, to the

best knowledge of the individual and the Retained Professional, the Billing Data contains no

untrue statement of a material fact nor does it omit to state a material fact necessary in order to

make the other information in the Billing Data not misleading and will be subject to Rule 5005-2

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

of California, and all information supplied by any Retained Professional in connection with any

Application must comply with such Rule as if such information were filed with the Court.

4. Format and Service of Billing Data

4.1. Fees

All Retained Professionals must submit Billing Data related to requested fees (including all data

entries by Billers) in LEDES (Legal Electronic Data Exchange Standard) format (www.ledes.org). If

submitting Billing Data in LEDES format is not possible or poses a hardship for a Retained Professional,

Billing Data may be submitted, with prior approval, to the Fee Examiner’s Team in another electronic,

delimited format (e.g., Excel, comma -separated values, tab -separated values, and so forth).

4.2. Expenses

All Retained Professionals must:

a. submitSubmit Billing Data related to expenses or other claims for reimbursement in

LEDES format or another pre-approved electronic, delimited format.;

b. provideProvide legible copies of all receipts for expenses involving airfare, hotels, and 

meals, as well as for any other expenses exceeding $5075.00; and

c. submitSubmit all copies in Adobe Acrobat format (PDF) or another generally used graphic

format such as JPG or GIF.

4.3. Service

4.3.1. Contents of Service.

Each Retained Professional will serve each Application on each member of the Fee Examiner’s

Team at the email addressesas specified in Section 4.3.2 (unless they receive an indication that another

address should be used).

Each Application must be accompanied by Billing Data in the format set forth in Sections 4.1

and 4.2. If it is not, the Fee Examiner is not obligated to begin his review, and the consequences

specified in Section 2.4 will apply.

4.3.2. Electronic Service Only

Service on the Fee Examiner and upon Legal Decoder must be electronic means only and not by

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hard copy. Service of documents by email should be sentelectronic means should be facilitated by

secure means agreed upon between the Fee Examiner and the Retained Professional, which secure

means may include transmission over a secure File Transfer Protocol web site, the credentials for

which should be sent by email to:

a. The Fee Examiner at bamexampge@gmail.com;

b. Legal Decoder at pge@legaldecoder.com; and

c. Team Coordinator at traceyrgallegos@gmail.com.

5. Review Standards

The Fee Examiner understands that professionals bill their clients regularly and continually.

Different practices may arise with respect to different clients. This Section sets forth the Fee Examiner’s

basic standards with respect to reasonable billing practices in the Cases.

5.1. Standards for Fee Applications

Hourly rates should reflect a Biller’s experience not only in terms of years as a member of the

bar or as a manager or employee of a service provider generally, but also time and experience in

restructuring companies and related litigation and corporate matters. High hourly rates reflect the

skills necessary to quickly comprehend business conditions and smoothly bring reorganization tools to

solve the problems, whether those solutions are legal, practical, or logical.

5.1.1. Hourly Rates and Other Similar Considerations

The hourly rate for each professional, and the hours billed, are typically not the only considerations

in billing. An equally important factor involves whether a Biller handles a task appropriate for his or her

experience and skillskills set level in a customary or benchmarked amount of time. Besides an objective,

data -driven analysis (on which the Fee Examiner will largely depend on Legal Decoder), there is judgment

involved that the aggregate fee requested correlates with the value of the service provided. An aspect of

the Fee Examiner’s approach to an expert fee analysis is disaggregating work streams into discrete

tasks and examining each task’s staffing efficiency, workflow efficiency and valueexamining

whether there was unjustified or unjustifiable duplication of effort or services, or whether the

seniority or skill level of the Applicant’s professional was not commensurate with the complexity,

importance and nature of the task.

There are other considerations as well. Many firms enter into arrangements with clients under

which discounts from hourly billing rates can be, or are, given in return for the opportunity to work on a

particular project, or for a degree of exclusivity with respect to future work of a similar nature. Especially

with respect to Final Fee Requests, the Fee Examiner may investigate the practices of Retained

Professionals, and of professionals generally, with respect to such discounts, and willmay assess

whetherthe impact of such discounts are appropriate in the Caseson the overall reasonableness of

compensation under the standards of section 330 of the Bankruptcy Code.

The Fee Examiner acknowledges that client-specific fee arrangements are sensitive and

confidential, and that the ability of the Retained Professionals to disclose such information may

accordingly be limited. No adverse inference may be drawn from the inability of a Retained

Professional to disclose any such information if such failure to disclose is due to confidentiality

restrictions imposed by contract, by law or by any applicable privilege.

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5.1.2. Hours for Each Biller

The Fee Examiner will look at how many consecutive 1214+ hour days individual billers have

billed on the case, not because 1214+ hour days are per se unreasonable, but because many sequential

long days can lead to professional fatigue and inefficiencies.

For each Biller who records more than 10 hours per month, each Retained Professional shall

disclose that individual’s total recorded hours on all matters for that month, which may be

provided in confidence. This aggregate total should include all time collected by the Retained

Professional with respect to the individual and include non-charged time such as firm

administration or pro bono work. The Fee Examiner considers this information relevant to the

exercise of judgment and professionalism, much the same as the Fee Examiner’s request to

separately flag individuals who bill more than 12 hours in one day.

5.1.3. Block Billing

“Block billing” refers to the practice of “lumping” together of discrete tasks in one entry. If a

cumulative time entry is 0.5 hours or below, the Fee Examiner will not ask further questions about the

block-billing itself. For all other entries above 0.5 hours, the Retained Professional must indicate the

amount of time spent on each task. The Fee Examiner reserves the right to ask a Retained Professional

about the underlying tasks whether or not block-billing is involved. For example, even if the cumulative

time entry is 0.5 hours or below, if a Retained Professional has billed for clerical work, that time entry will

trigger additional questions.

5.1.4. Vague Entries

The Fee Examiner will question vague time entries. The more robust the description, the easier it

is for the Fee Examiner to provide the Court with an opinion as to the entry’s reasonableness. Vague

entries such as “attention to file,” “review documents,” “draft motion,” “attend hearing,” and “

strategize” without additional information are generally not acceptable., taking into account how much

detail can be provided as to privileged or confidential matters. The Fee Examiner and the Retained

Professionals recognize that an appropriate balance must be struck, and acknowledge both

Guideline 13 of the Local Guidelines and the Court’s guidance on the record at the October 7,

2019 hearing. (Hr’g Tr. 28:24-30:3.)

To the extent that a Retained Professional is concerned about providing information in

time entries that might telegraph strategy to other parties in interest, the Retained Professional

and the Fee Examiner may enter into a confidentiality agreement to enable the Retained

Professional to provide more detailed information.The Fee Examiner will treat time entries,

invoices and all other billing data on a confidential basis pursuant to the terms of the Fee

Examiner Order, except to the extent otherwise contained in a document publicly filed by a

Retained Professional. To the extent a dispute relating to any time entry, invoice, or billing data

that contains privileged or confidential information or work product is presented to the Court,

such privileged or confidential information or work product shall be submitted under seal to the

Court. All information so submitted will remain under seal and confidential and not be made

available to anyone without the consent of the Applicant, as applicable, or further order of the

Court.

The Fee Examiner will object to billing or other entries that are marked aswholly “redacted” or

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otherwise entirely obscured or illegible to a reader. The Fee Examiner understands that, occasionally,

time entries are connected to matters of privilege or confidentiality (such as names of experts not yet

disclosed in the applicable matter or proceeding). In such cases, the Fee Examiner accepts limited,

surgical redactions and otherwise takes the position regarding approval of payment set forth in mnIn

re Las Vegas Monorail, 458 B.R. 553 (Bankr. D. Nev. 2011), and urges the parties to take advantage of

the opinion’s suggestions on obtaining approval of such fee and expense requests.

5.1.5. Appropriate Staffing

Staffing choices that indicate a misallocation of resources will trigger additional questions.

Potential misallocation may include, but is not limited to:

a. theThe use of higher-billing-rate professionals performing work that usually is performed

by lower-billing-rate professionals;

b. incrementalIncremental billing, an example of which would be an unusual series of .1 or

.2 time entries for one professional in a short period of time;

c. multipleMultiple timekeepers appearing at meetings and hearings without an

explanation of each timekeeper’s role; and

d. billingBilling for summer associate work, when the use of a paralegal would have been more

efficient.

5.1.6. Professionals Who Bill Less Than 10 Hours

For Billers whose cumulative time on these cases aggregated, for a particular month, is less

than ten (10) hours or contains fewer than ten (10) line item entries for any month, the Fee Examiner

will need sufficientmay request additional information to be able to judge whether the use of that

timekeeper was reasonable.

5.1.7. Attendance at Meetings and Hearings

A large number of attendees at a hearing or meeting will trigger questions about the reason for

each person’s attendance (e.g., whether the Biller had a speaking role or particular expertise that needed

to be provided in person, rather than telephonically). Assigning an individual to take notes or

minutes is an overhead expense, and not reimbursable.

5.1.8. Travel Billing

Alternate Provision 1: Non-working travel time is not compensable. See 9 17 at 50% of the

Biller's standard hourly rate.

Alternate Provision 2: Non-working travel time is compensable as provided in the existing

Local Guidelines. and Court Guidelines.2

5.1.9. Fees Related to Fee RequestsApplications

If a Draft Report raises issues that a reasonably experienced bankruptcy professional

should have anticipated due to a lack of compliance with this Protocol (including providing

2 At the October 7, 2019 hearing, Judge Montali took this issue, among others, under submission. Based on 

Judge Montali’s decision, either Alternate Provision 1 or Alternate Provision 2 will apply. Following the 

Court’s decision, the parties will file a revised version of the Protocol that includes only the applicable 

Alternate Provision.

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insufficient information in the Application or the request for unreasonable fees or expenses),

then it is the Fee Examiner’s position that Baker Botts L.L.P. v. ASARCO governs, and those

fees on fees shall be considered unreasonable. If, however, the Fee Examiner raises issues in a

Draft Report that involve a matter of first impression not covered by common sense or this

Protocol, it is reasonable for the Retained Professionals to bill a reasonable amount of time to

respond to the Fee Examiner’s questions.Reasonable charges for preparing Applications are

compensable but, per the Local Guidelines, such fees may not exceed 5% of the total amount of

fees and costs requested in the Application. Fees spent defending an Application may be

objectionable based on the Supreme Court’s decision in Baker Botts L.L.P. v. ASARCO, depending

on the circumstances.

5.1.10. Fees Related to Modifying Time Entries or Invoices, 

etc.

Individuals responsible for billing may make adjustments and amendments to time records after

they are processed for billing but before submitting them as part of an Application in order to address,

among other things, privileged or confidential matters or work product. If adjustments reduce or

eliminate the time for which compensation is requested, they need not be disclosed unless the Retained

Professional chooses to disclose to indicate the aggregate amounts of voluntary write-offs taken

prior to the commencement of the Fee Examiner review process.

If adjustments materially or significantly modifyincrease an included time entry’s description,

or the amount of time billed for that entry, the time entry is no longer contemporaneous with the

provision of service as required by both the United States Trustee’s Guidelines and the Local Guidelines.

Accordingly, such time entries have lost some of their presumed credibility, and the Retained

Professional must separately and specifically disclose all such changes made.

In no event, however,It is it reasonable to request compensation for time spent in making

these adjustments. This includes time segregating billing entries related to confidential or

privileged mattersappropriate adjustments to timekeeping records, including reviewing

timekeeping records for privilege, confidentiality or work product issues (and in making

downward adjustments to timekeeping records). However, the time spent rewording time entries

that were improperly phrased originally as well as time spent on checking conflicts to comply with

the requirements of Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, and not for the

above reasons, is considered to be overhead.

5.1.11. Rate Increases

Many firms increase rates at the beginning of the calendar year and, in addition, during the

calendar year—whether characterized as “step increases” for associates or as “general” or “across the

board rate increases.” Rate increases, no less than the basic hourly rate itself, whether or not discounted

for the circumstances here, are subject to the reasonableness standard. While the market rate for

professional services in a difficult and complex case like this is always a factor in setting and reviewing

rates, it is not the only factor. That is especially true in the extraordinary environment—legal and

practical—of these proceedings. The length of these proceedings cannot be predicted or projected, at

least at this point, but rate increases proposed by firms here should be given careful consideration by the

professionals before they are submitted as part of the monthly or interim fee process.

Each Retained Professional shall disclose any across-the-board rate changes in the first

Interim Fee Application or Final Fee Application the Retained Professional files after the

applicable across-the-board rate changes. For the avoidance of doubt, a Retained Professional is

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not required to disclose “step increases” historically awarded by the Retained Professional in the

ordinary course to attorneys throughout the Retained Professional firm due to advancing

seniority and promotion other than on an aggregate basis as contemplated by Section 3.2.1.

5.2. Standards for Expenses

Reimbursement of expenses should reflect reasonable efforts to achieve sensible costs, and not

cater to the idiosyncratic preferences of any one Biller.

5.2.1. Distinction Between Reimbursable Expenses and

Overhead Expenses

In general, overhead and administrative expenses are not reimbursable, nor are infrastructure

improvements, rent, utilities, office equipment, furnishings, insurance, custodial fees, internal storage

fees, and property taxes.

5.2.2. Travel Expenses

Reasonable economyEconomy airfare (including “economy plus” or similar seating for

transcontinental flights) is normal and reasonable; first- class or business class airfare is not. Retained

Professionals who choose to fly first- class or business class will be reimbursed only for the equivalent

(and documented) coach airfare. The Fee Examiner assumes that, for most airfare and lodging,

Retained Professionals are able to plan ahead to obtain reasonable rates.

Neither the time nor travel expenses associated with traveling to other offices within a Retained

Professional’s own firm are reimbursable—except for travel to attend hearings, client meetings or,

meetings with third parties, meetings with other advisors to the client, or to prepare for themany such

meetings. Meetings should be conducted telephonically or by video conference wherever possible.

Hotel expenses should be limited to reasonable market rates for the locale. Health or athletic

facilities, in-room movies, or other entertainment charges are not reimbursable. In addition, in-room

dining or other hotel food and beverage charges are subject to the meal guidelines in this Protocol.

Certain types of expenses are presumptively unreasonable but may be considered reasonable

with sufficient explanation. For example, normally mini-bar expenses are presumptively unreasonable

unless restaurants are closed when a Biller needs to have a meal.

Hotels in San Francisco are notoriously expensive, and prices may vary widely from day to

day, even for the same room at the same hotel. No particular hotel is presumptively reasonable or

presumptively unreasonable. Proximity to the client’s offices or the courthouses is an important

factor in selecting a hotel for the Retained Professionals. Overall, reasonableness is the standard.

In order to minimize disputes over reasonableness, Retained Professionals have agreed not to seek

reimbursement of hotel expenses in excess of $600.00 per night, including taxes, service fees and

other charges (with the Retained Professional absorbing any excess costs above $600.00), and the

Fee Examiner agrees to take this agreement into account when assessing the overall reasonableness

of hotel expenses.

5.2.3. Meals and Food

For all meals, the Fee Examiner will need the following information: who attended the meal,

whether the meal was a working meal, and whether alcohol was purchased. The following guidelines also

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apply:

a. Alcohol is not a reasonable expense.

b. In-office meals must be capped at $20.0030.00 per person per meal and are reimbursable if:

i. The professional attends a necessary lunch-hour business meeting related to these cases;

or

ii. The professional works on these cases after 8:00 p.m. and has worked more than four

hours on these cases during the billing day for which meal reimbursement is sought.

c. Coffee and snack charges are not reimbursable unless charged in lieu of in -office

meals allowable under the above-stated guideline.

d. All catering orders must be supported by receipts or invoices upon request. Catering

invoices (internal and external) must indicate both the number of persons actually

attending a business meeting and the amount charged per person.

e. Out-of-office mealsbreakfasts are capped at $40.0035.00 and dinners at $75.00 per

person per meal, reimbursable only if the professional has travelled to prepare for or 

attendin connection with a hearing, client ormeeting, meeting with a third party,

meeting with other advisors to the client or another event. If a professional’s attendance

at a hearing, meeting, or other event is ultimately deemed unnecessary, the Fee Examiner

will recommend disallowance of both the professional’s fees and associated travel and

meal expenses. Out-of-office lunches are not reimbursable.

Regardless of the number of attendees, please provide receipts for any single meal for which the

total bill is more than $200.00 in the aggregate.

5.2.4. Document Production

Distribution of documents electronically is preferred given its cost effectiveness. Retained

Professionals must justify expenses related to the production and copying of physical documents.

If reasonable, internalInternal photocopying and printing are reimbursable at 10 cents per page for

black and white and, when color copies are necessary, 45 cents per page.2 If the Retained Professional

used an outside service or vendor for copying, it should provide vendor invoices upon request.

Charges for internal printing, converting documents to electronic formats, scanning charges, and

charges to convert and upload documents are overhead, and not reimbursable. Similarly, word processing,

proofreading, secretarial and other support expenses are not reimbursable, nor are overtime charges related

to these activities.

5.2.5. Limits on Other Expenses

5.2.5.1. Flexible Standards

Certain types of expenses are presumptively unreasonable but may be considered

reasonable with sufficient explanation. For example, normally mini-bar expenses are

presumptively unreasonable unless restaurants are closed when a Biller needs to have a meal.

Luxury hotels (Ritz-Carltons and Four Seasons) are presumptively unreasonable. Midrange

hotels (Hyatt, Marriott, and Westin) are presumptively reasonable except when room rates surge

for high demand events or seasons.

2

 The Fee Examiner understands that these numbers are lower than set forth in the Local Guidelines. National 

chains such as Office Max, however, currently offer prices cheaper than set forth in text.

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5.2.5.2. Limits on Expenses

Certain charges and expenses are presumptively unreasonable. These include:

a. Telephone charges—including cellular phone fees and subscriptions, text fees, data fees,

and roaming charges, other than actual charges for multi-party calls incurred by counsel

in connection with the cases.

b. Subscription, publication, or library charges.

c. Office supplies or presentation materials.

d. Clothing, dry-cleaning, accessories, and travel sundries.

e. Local travel expenses (i.e., train, bus, subway, mileage, car service, taxi) to or from a

professional’s home unless a professional has worked at least four hours on these Cases on

the day for which the expense is sought and completes that day’s work after 98:00 p.m.

local time.

f. Tips or other service charges (including housekeeping, valet, concierge, and bell services)

unless they are part of another itemized and documented expense (for example, taxi or car

service gratuity included on the receipt), and generally are capped at 20% or lower if

custom is lower.

6. Reservations

Failure to object to an Application or Monthly Fee Statement will not bar the Fee Examiner

from objecting to time or expenses covered by such requests at a later time; oftenOften, the worth of

a project cannot be determined until it is complete, or a decision is made to modify or abandon it.

SimilarlyAccordingly, the Fee Examiner may think that the objectionable part of a Monthly Fee

Statement is not greater than the 20% holdback specified in the Initial Order, and thus may reserve all

comment or objection until the Retained Professional submits anInterim Fee Application related to

that particular month is filed.

Following the Court’s disposition of an Interim Fee Application, the Fee Examiner may not

interpose a new objection to fees that are the subject of that Interim Fee Application until they are

presented in a Final Application if the information supporting the new objection was available to

the Fee Examiner prior to the Fee Examiner’s initial objection.

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Exhibit A - Biographical and Demographic Data on Billers

A template will be provided to each Retained Professional upon approval of this Protocol.

Name

Highest degree

Year awarded

Non-law graduate degree

Year admitted to bar

Home Office

Non-USU.S. law degree

Title/Status:

Paralegal

Summer associate/intern

Law graduate, not yet admitted

Contract attorney

Associate

Of Counsel

Partner

Retired Partner

Administration

Other (describe)

Assigned department/workgroup

Specialization

Certification

Years in bankruptcy department/workgroup

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