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EXHIBIT A 

Case: 19-30088 Doc# 4947-1 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 1

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Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

JOSHUA HILL JR. (SBN 250842) 

jhill@mofo.com 

CHRISTINE Y. WONG (SBN 284026) 

christinewong@mofo.com 

MORRISON & FOERSTER LLP 

425 Market Street 

San Francisco, CA 94105 

Tel: (415) 268-7000 

Fax: (415) 268-7522 

Special Regulatory Counsel to 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 AMENDING THE 

SCOPE OF THE RETENTION OF

MORRISON & FOERSTER LLP AS 

SPECIAL REGULATORY COUNSEL FOR 

THE DEBTORS EFFECTIVE AS OF THE 

PETITION DATE 

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Morrison & Foerster LLP 

425 Market Street 

San Francisco, CA 94105

Upon the Application, dated December 2, 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”), pursuant to section 327(e) 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 entry of an order amending the scope of the Debtors’ retention of 

Morrison & Foerster LLP (“Morrison & Foerster”) as special counsel for the Debtors, as of the 

Petition Date, all as more fully set forth 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 Hill 

Declarations; and upon the record of the Hearing (if any was held) and all of the proceedings 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 THAT: 

1. The Application is GRANTED.

2. Subject to the terms of the Initial Retention Order, the Debtors are authorized,

pursuant to section 327(e) of the Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016, to 

retain and employ Morrison & Foerster as special counsel in these Chapter 11 Cases, in accordance 

1

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

the Application. 

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Morrison & Foerster LLP 

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with Morrison & Foerster’s standard hourly rates and reimbursement of disbursements policies, all 

as contemplated by the Application, effective as of the Petition Date. 

3. Morrison & Foerster is authorized to render the following professional services:

a. preparing memoranda analyzing compensation, corporate, and labor

law considerations relating to the PG&E Corp. and Utility Executive

Incentive Compensation Recruitment Policy;

b. formulating strategy and providing general legal advice with respect

to executive compensation policies;

c. advising the Debtors with respect to regulatory disclosures, corporate

governance, and the Debtors’ corporate form; and

d. performing all other necessary legal services in connection with the

foregoing; provided, however, that to the extent Morrison & Foerster

determines that such services fall outside of the scope of services

historically or generally performed by Morrison & Foerster as special

regulatory counsel, Morrison & Foerster will file a supplemental

declaration.

4. Morrison & Foerster 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, 

the Fee Guidelines, and any further order of the Court. 

5. Morrison & Foerster shall be reimbursed for reasonable and necessary expenses as

provided by the Fee Guidelines. 

6. Morrison & Foerster 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. Notice of the Application as provided therein shall be deemed good and sufficient

notice thereof. 

8. Morrison & Foerster shall provide reasonable notice to the Debtors and the U.S.

Trustee of any increase of Morrison & Foerster’s hourly rates. 

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

of this Order shall govern. 

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

relating to the implementation, interpretation, or enforcement of this Order. 

Case: 19-30088 Doc# 4947-1 Filed: 12/02/19 Entered: 12/02/19 20:14:16 Page 4

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