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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# 4057-1 Filed: 10/01/19 Entered: 10/01/19 18:35:00 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, 

 Debtors. 

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

[PROPOSED] ORDER PURSUANT TO 11 U.S.C. 

§§ 363 AND 105(a) APPROVING TERMS OF 

BOARD OF DIRECTOR COMPENSATION 

☐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# 4057-1 Filed: 10/01/19 Entered: 10/01/19 18:35:00 Page 2

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

 Upon the Motion dated October 1, 2019 [Docket No. [●]] (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 363(b) and 105(a) of title 11 of the United States Code (the 

“Bankruptcy Code”), for an order approving the Debtors’ proposed postpetition compensation 

arrangements for non-employee directors serving on the respective Boards of Directors of PG&E Corp. 

and the Utility, 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; 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 the Court having reviewed the Motion, Ringlee Declaration, and related 

pleadings filed with the Court; and the Court having held a hearing; and the Court having determined 

that the legal and factual bases set forth in the Motion and related pleadings 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 interest and represents a sound exercise 

of the Debtors’ business judgment; and upon the record of the hearing and 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 as set forth herein.

2. Pursuant to sections 363(b) and 105(a) of the Bankruptcy Code, the Postpetition 

Board Compensation, as set forth in the Motion, is approved. 

1

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

the Motion. 

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

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

granted in this Order.

4. Notice of this Motion satisfies the requirements of Bankruptcy Rule 6004(a).

5. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

are immediately effective and enforceable upon its entry. 

6. This Court retains exclusive jurisdiction with respect to all matters arising from 

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

** END OF ORDER** 

Case: 19-30088 Doc# 4057-1 Filed: 10/01/19 Entered: 10/01/19 18:35:00 Page 4

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