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EXHIBIT B

RETENTION ORDER

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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 

IN THE UNITED STATES BANKRUPTCY COURT 

 FOR THE NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas & Electric Company 

 X Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case)(Jointly Administered) 

ORDER PURSUANT TO 11 U.S.C. § 327(e) 

AND FED. R. BANKR. P. 2014(a) AND 

2016 AUTHORIZING THE DEBTORS TO 

RETAIN JENNER & BLOCK LLP AS 

SPECIAL CORPORATE DEFENSE 

COUNSEL EFFECTIVE AS OF THE 

PETITION DATE 

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Signed and Filed: April 24, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 25, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

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Upon the Application dated March 15, 2019 (the “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”), for entry of an order, pursuant to section 327 of title 11 of the United States 

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

Procedure (the “Bankruptcy Rules”), authorizing the Debtors to retain Jenner & Block LLP 

(“Jenner & Block”) as special corporate defense counsel to the Debtors nunc pro tunc to the 

Petition Date, all as more fully described in the Application; and this Court having jurisdiction to 

consider the 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 

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 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 Application, the 

Mehrberg Declaration and the Loduca 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 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 

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

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED 

1. The Application is granted as set forth herein. 

2. The retention and employment of Jenner & Block as special corporate defense 

 

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

such terms in the Application. 

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counsel to the Debtors pursuant to section 327(e) and Fed. R. Bankr. P. 2014(a) and 2016, on the 

terms set forth in the Application and in the Mehrberg Declaration, is hereby approved, effective 

as of the Petition Date. 

3. Jenner & Block is authorized to render the following services to the Debtor during 

the pendency of these Chapter 11 Cases: 

a) draft motions and briefs, appear at hearings, and otherwise represent the 

Utility in connection with the probation and the monitorship resulting from 

the criminal investigation and convictions relating to the natural gas 

explosion that occurred in the City of San Bruno, California, on September 

9, 2010 (the “Criminal Case”); 

b) advise the Debtors in complying with the probationary measures imposed 

in the Criminal Case; 

c) advise the Debtors in connection with various regulatory and enforcement 

matters involving the Federal Energy Regulatory Commission, Department 

of the Interior, Federal Communications Commission, and other federal 

agencies, and/or California state agencies, including the California Public 

Utilities Commission; 

d) conduct internal investigations and advise the Debtors with respect to 

remediation of same, including in defending the Debtors in any regulatory 

actions taken against the Debtors; 

e) assist, as requested, with matters relating to the aforementioned services as 

they may impact the Chapter 11 Cases; and 

f) perform all other necessary legal services required by the Debtors during 

the pendency of their Chapter 11 Cases. 

4. Jenner & Block shall be compensated in accordance with, and will file, interim and 

final fee applications for allowance of its compensation and expenses and shall be subject to 

sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, 

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the Fee Guidelines, and any further Order of the Court; 

5. Jenner & Block shall provide reasonable notice to the Debtors and the U.S. Trustee 

of any increase of its hourly rates. 

6. Jenner & Block shall use its best efforts to avoid any duplication of services 

provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases. 

7. The terms and conditions of this Order shall be immediately effective and 

enforceable upon its entry. 

8. Notice of the Application as provided therein shall be deemed good and sufficient 

notice of the Application. 

9. In the event of any inconsistency between the Engagement Agreement, the 

Application and the Order, the Order shall govern. 

10. The Court shall retain jurisdiction to hear and determine all matters arising from, 

or related to, the implementation of this Order. 

** END OF ORDER ** 

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