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

EXHIBIT B

Redline Comparison

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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

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).

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 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 EMPLOYMENT FOR NEW CHIEF

EXECUTIVE OFFICER AND PRESIDENT OF

PACIFIC GAS AND ELECTRIC COMPANY

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Upon the Motion dated October 1, 2019 [Docket No. [ ]4060] (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 terms of employment for the new Chief

Executive Officer and President of 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, Mistry Declaration, 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 Utility, its estate, creditors, shareholders, and all parties in interest and represents a sound exercise of the Utility’s 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 terms of

employment for Andrew M. Vesey, as CEO and President of the Utility, as set forth in the Motion are

approved. as modified herein (the “CEO Compensation Terms”):

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

the Motion.

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a. To the extent required to comply with the executive compensation provisions of

Assembly Bill 1054, as it may be amended or supplemented, the Debtors shall

modify the CEO Compensation Terms;

b. The Debtors shall provide the advisors of the Creditors Committee with the

calculations underlying any proposed grant of 2019 Performance-Based Awards at

least seven (7) business days prior to the grant of such 2019 Performance-Based

Awards; and

c. A copy of any information provided pursuant to this Order to the advisors of the

Creditors Committee shall be provided to the advisors of the Tort Claimants

Committee. 3. For the avoidance of doubt, any severance payment due and payable to Mr. Vesey during the pendency of the Chapter 11 Cases shall only be paid in accordance with section

503(c)(2) of the Bankruptcy Code. 4. 3. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order. 5. 4. Notice of this Motion satisfies the requirements of Bankruptcy Rule 6004(a). 6. 5. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Order are immediately effective and enforceable upon its entry. 7. 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**

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