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

Exhibit 1-D 

 

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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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SUPPLEMENTAL DECLARATION OF 

MARK J. KAZMIEROWSKI IN SUPPORT OF 

SUPPLEMENTAL APPLICATION OF 

DEBTORS 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 

[No Hearing Date Requested] 

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). 

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

Pursuant 28 U.S.C. § 1746, I, Mark J. Kazmierowski, hereby declare as follows: 

I am a Senior Director of the firm Willis Towers Watson US LLC f/k/a Towers Watson Delaware 

Inc. (“WTW”), with principal offices located at 345 California Street, Suite 2000, San Francisco, CA 

94104 -2612. 

I am duly authorized to make this supplemental declaration (this “Supplemental Kazmierowski 

Declaration”) on behalf of WTW. Unless otherwise stated herein, I have personal knowledge of the 

facts set forth herein. 

I submit this Supplemental Kazmierowski Declaration (i) in support of the Supplemental 

Application of Debtors 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 (the “Supplemental

Application”) and (ii) in compliance with the Order Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. 

P. 2014(a) and 2016 Authorizing the Debtors to Retain and Employ Willis Towers Watson US LLC as 

Human Resource and Compensation Consultants Nunc Pro Tunc to the Petition Date [Docket No. 3856] 

(the “WTW Retention Order”).1 

On August 21, 2019, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. § 327(a) 

and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ Willis Towers Watson US 

LLC as Human Resource and Compensation Consultants Nunc Pro Tunc to the Petition Date [Docket 

No. 3649] (the “WTW Retention Application”). Thereafter, on September 10, 2019, the Bankruptcy 

Court entered the WTW Retention Order. Pursuant to the WTW Retention Order, the Debtors are 

required to seek Bankruptcy Court approval to the extent they request that WTW perform any service 

other than those set forth therein. 

This Supplemental Kazmierowski Declaration is a supplement to my original declaration dated 

August 21, 2019 [Docket No. 3650] (the “Kazmierowski Declaration”) in connection with the retention 

of WTW as human resource and compensation consultants for PG&E Corporation (“PG&E Corp.”) 

and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession (collectively, 

1

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

the Supplemental Application. 

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

“PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”). I hereby 

incorporate by reference the Kazmierowski Declaration as if its contents were set forth fully herein. 

Scope of Supplemental Services 

Following the Petition Date, the terms of certain of the Original Engagement Agreements expired 

and the Debtors have requested that WTW continue to perform services thereunder, pursuant to a new 

Statement of Work dated November 19, 2019 (the “Supplemental SOW”), attached hereto as Exhibit 

1-D. The Supplemental SOW will be performed subject to the Master Services Agreement number 

4400009506 (the “MSA”), which was attached as Exhibit 1-B to the Kazmierowski Declaration. 

Pursuant to the terms and conditions of the Supplemental SOW, the Debtors seek to continue to 

retain WTW to provide, among other things, the following services: 

a) Providing compensation consulting for the Debtors and their advisors; 

b) Work with the Utility’s Board of Directors’ Compensation Committee, 

management, and advisors on competitive benchmarking, incentive 

design, and other related requests and analyses; 

c) Provide services related to these Chapter 11 Cases, including the 

preparation of declarations, participation in depositions, provision of 

expert testimony, and meetings with the Utility’s management and 

advisors. 

 The Debtors also employ WTW in the ordinary course of their business entirely unrelated to the 

pendency of these Chapter 11 Cases and in the same manner and for the same or similar services as those 

conducted by WTW prior to the Petition Date. Such services include, but are not limited to, reporting 

services related to the Debtors’ retirement programs, services related to Debtors’ rewards programs, 

services related to the Debtors’ pension administration, services related to the review of worker’s 

compensation claims, pharmacy benefit management services, and audit services of leave and disability 

claim processes. These services are performed under terms and conditions set forth in distinct contract 

work authorizations by and between the Debtors and WTW, issued pursuant to the MSA, and are not the 

subject of this Supplemental Application and shall be continued in the ordinary course. 

 In addition to the foregoing, at the request of the Debtors, WTW may provide additional services 

deemed appropriate and necessary to benefit the Debtors’ estates. Should WTW agree in its discretion 

to undertake any such matter that is outside the services conducted by WTW in the ordinary course of 

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

business and unrelated to the Chapter 11 Cases, WTW and the Debtors will seek additional separate 

retention orders with regard to any such additional agreements and the services provided therein will not 

be subject to the fee limit described below. 

WTW’s Disinterestedness 

 To the best of my knowledge and based upon the results of the relationship search described 

above and disclosed herein, WTW neither holds nor represents an interest adverse to the Debtors’ estates 

that would impair WTW’s ability to objectively perform professional services for the Debtors, in 

accordance with section 327 of the Bankruptcy Code. To the best of my knowledge, WTW continues to 

be a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, as modified 

by section 1107(b) of the Bankruptcy Code, in that WTW: (i) is not a creditor, an equity security holder, 

or an insider of the Debtors; (ii) is not and was not, within two years before the date of filing of these 

Chapter 11 Cases, a director, officer, or employee of the Debtors; and (iii) does not have an interest 

materially adverse to the interest of the Debtors’ estates or of any class of creditors or equity security 

holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or 

for any other reason. WTW has not provided, and will not provide, any professional services to any of 

the creditors, other parties-in-interest, or their respective attorneys and accountants with regard to any 

matter related to these Chapter 11 Cases. 

No Duplication of Services 

 It is my understanding that the Debtors intend that the services of WTW will complement, and 

not duplicate, the services being rendered by other professionals retained in these Chapter 11 Cases. 

WTW understands that the Debtors have retained and may retain additional professionals during the 

term of the engagement. WTW has worked and will continue to work cooperatively with such 

professionals to integrate any respective work conducted by the professionals on behalf of the Debtors. 

Professional Compensation 

 WTW will continue to apply to the Court for allowances and reimbursement of expenses in 

accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the 

Bankruptcy Local Rules, the United States Bankruptcy Court Northern District of California Guidelines 

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

for Compensation and Expense Reimbursement of Professionals and Trustees, effective February 19, 

2014 (the “Local Guidelines”), the U.S. Trustee Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger 

Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines,” and together with the 

Local Guidelines, the “Fee Guidelines”), the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. 

R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensation and Reimbursement 

of Expenses of Professionals [Docket No. 701] and any further Orders of the Court in these Chapter 11 

Cases regarding professional compensation and reimbursement of expenses (the “Orders”). Subject to 

the provisions of the Bankruptcy Code, Bankruptcy Rules, the Bankruptcy Local Rules, the Fee 

Guidelines, and the Orders, the Debtors propose to continue to compensate WTW as contemplated in 

the Original Engagement Agreements on an hourly basis subject to the fee limit as described below. 

 Hourly Fees 

 Pursuant to the Original Engagement Agreements, WTW will charge the Debtors on a time and 

expense basis. Billing rates are evaluated periodically to ensure they are consistent with market practice 

and may change over time. The current hourly rates for the levels of personnel expected to work on this 

matter are as follows: 

Position Rate 

Managing Director $1,000 - $1,200 

Senior Director $800 - $1,000 

Director $600 - $800 

Analyst / Other Associates $175 - $615 

 Fee Limits 

 In the Supplemental SOW, WTW has agreed to cap its fees payable at $741,063.00. As of the 

date hereof, WTW has not received any payments pursuant to the Supplemental SOW. WTW recognizes 

and has agreed to accept as compensation such sums as may be allowed by the Court and understands 

that interim and final fee awards are subject to approval by the Court.

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