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

Exhibit A 

 

Case: 19-30088 Doc# 5436-1 Filed: 01/22/20 Entered: 01/22/20 10:09:19 Page 1

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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 

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 PURSUANT TO 

11 U.S.C. § 327(a) AND FED. R. BANKR. P. 

2014(a) AND 2016 FOR AUTHORITY TO 

AMEND THE SCOPE OF THE 

RETENTION OF WILLIS TOWERS 

WATSON US LLC AS HUMAN 

RESOURCE AND COMPENSATION 

CONSULTANTS NUNC PRO TUNC TO 

NOVEMBER 19, 2019 

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). 

Case: 19-30088 Doc# 5436-1 Filed: 01/22/20 Entered: 01/22/20 10:09:19 Page 2

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

Upon the Application, dated January 22, 2020 (the “Supplemental 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(a) 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 authority to amend the scope of the retention of Willis Towers Watson US 

LLC as human resource and compensation consultants for the Debtors, approved by the Court in an order 

entered September 10, 2019 [Docket No. 3856] (the “WTW Retention Order”), all as set forth more 

fully in the Supplemental Application; and this Court having jurisdiction to consider the Supplemental 

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 Supplemental 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 Supplemental 

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 Supplemental Application, the 

Supplemental Kazmierowski Declaration; and upon the record of all of the proceedings had before the 

Court; and this Court having found and determined that the relief sought in the Supplemental 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 Supplemental 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 Supplemental Application is granted as provided herein. 

2. The WTW Retention Order is amended to include the Supplemental SOW. 

3. During the pendency of the Chapter 11 Cases, this Court shall retain jurisdiction with 

1

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

terms in the Supplemental Application. 

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

respect to any matters, claims, rights or disputes arising from or related to the implementation, 

interpretation or enforcement of this Order. 

** END OF ORDER ** 

Case: 19-30088 Doc# 5436-1 Filed: 01/22/20 Entered: 01/22/20 10:09:19 Page 4

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