Samuel D . Heins (pro hac vice pending sheins(c~heinsmills.com) Stacey L. Mills (SBN: 109644) (swills einsmills .com) 2 Bryan L. Crawford (pro hac vice pendin) (bcrawford(a~heinsmills.com) Brian L. Williams (pro hac vice ending) ([email protected]) 3 HEINS MILLS & OLSON, P.L.C. r L3550 IDS Cente 4 80 South Eighth Street Minneapolis, MN 55402 5 Telephone: (612) 338-4605 Facsimile : (612).338-4692 6 Marc M. Seltzer (SBN: 54534) (mseltzer@susmangodfrey .com) 0 SUSMAN GODREY L .L.P. 7 1901 Avenue of the Stars, Suite 950 Los Angeles, CA 90067-6029 U 8 Telephone : (310) 789-3100 9 9 Facsimile: (310) 789-315 0

10 Attorneys for Plaintiffs in 11 Minnesota Bakers Union Pension Fund, et al ., v. Broadcom Corporation, et al. 12

13 UNITED STATES DISTRICT COURT 14 CENTRAL DISTRICT OF CALIFORNIA 15

1 6 WESTERN DIVISION

17 SONAM BAKSHI, Individually, and on Case 18 Behalf of All Others Similarly Situated, No . 2:06-CV-05036-R-CW

19 . Plaintiff, DECLARATION OF BRYAN L 20 CRAWFORD IN SUPPORT OF vs. MOTION TO CONSOLIDATE 21 RELATED ACTIONS, 22 HENRY SAMUELI SCOTT A . APPOINT LEAD PLAINTIFFS, GR WILLIAM J . AND APPROVE SELECTION 23 BRUCRE E.KIbDOO, AND BROADCO M CORPORATION OF LEAD COUNSEL 24 Defendants. 25 DATE : November 6, 2006 TIME : :30te% 26 PACE : CourtroomI otj!. 27

28 I Case No. 51\-06-MO CJ C r..ix MINNESOTA BAKERS UNION ) 2 PENSION FUND TWIN CITIES BAKERY DRIVERS PENSION FUND, 3 AND BAKERS LOCAL NO. 433 PENSION FUND, Individually and on 4 Behalf of All Others Similarly Situated,

5 Plaintiffs, 6 vs. 7 BROADCOM CORPORATION, HENRY 8 SAMUELI, SCOTT A . MCGREGOR WILLIAM J. RUEHLE, AND BRUCE E . 9 KIDDOO, 10 Defendants. 11

12 DECLARATION OF BRYAN L. CRAWFORD IN SUPPORT OF MOTION 13 TO CONSOLIDATE RELATED ACTIONS, APPOINT LEAD PLAINTIFFS, 14 AND APPROVE SELECTION OF LEAD COUNSE L

15 1 . I am a member of Heins Mills & Olson, P.L .C., proposed lead counsel

16 for Plaintiffs Minnesota Bakers Union Pension Fund, Twin Cities Bakery Drivers r 7 / l Pe.,.s : o n ("Bakery Peiisii'i ; ~~-ii~t! n u~r1 s" ,~ . 17 Pension Fund, and Bakers Local Nolvi3 . 4J.. Pensiol nll Fund. I submit this declaration in support of the Bakery Pension Funds' motion for their 18 appointment as lead plaintiffs in the above-captioned actions, all related. actions, 19 any subsequently filed related actions, and approval of selection of lead counsel . 20 The Bakery Pension Funds have also filed a separate complaint in this action. 21 2. Counsel for the Bakery Pension Funds is aware of one related 22 securities class action lawsuit presently pending in this District : 23 ABBREV. CASE NAME CASE NO. DATE FILED 24 a. Bakshi v. Samueli, et al . 2 :06-CV-05036-R-CW 8/11/2006 25 Copies of this motion are being served on all plaintiffs' and defendants' counsel of 26 record in the above-referenced action . 27

28 2 DECLARATION OF BRYAN L. CRAWFORD IN SUPPORT OF MOTION TO CONSOLIDATE 'RELATED ACTIONS, APPOINT LEAD. PLAINTIFFS, ANDAPPROVE SELECTION OF LEAD COUNSEL 1 Counsel is also aware of several derivative cases pending in this District . 2 ABBREV . CASE NAME CASE NO. DATE FILED

3 . a. Murphy v. McGregor, et al . 2:06-CV-03252-R-CW 5/25/2006

4 b. Shei v. McGregor, et al . 8:06-CV-00663-R-CW 7/17/2006

5 c. Ronconi v. Dull, et al. 8 :06-CV-00771-R-CW 8/1.8/2006

6 d. Jin v. Broadcom, et al . 8 :06-CV-00573-R-CW 6/23/200 6

7 3 . Attached hereto as Exhibit A are true and correct copies of the 8 Certifications of the Bakery Pension Funds in which they list their purchases, 9 acquisitions and sales of securities in Broadcom Corporation during the proposed 10 Class Period (July 21, 2005 to July 13, 2006) . The Bakery Pension Funds' 11 cumulative losses on the securities they purchased during the proposed Class Period 12 have been calculated to be approximately $188,632 .00 (Minnesota Bakers Union 13 Pension Fund - $105,412 .00 ; Twin Cities Bakery Drivers Pension Fund - 14 $49,932.00; Bakers Local No . 433 Pension Fund - $33,288) . 15 4. Attached hereto as Exhibit B is a copy of the firm resume of Heins 16 Mills & Olson, P .L.C. 17 5 . Attached hereto as Exhibit C are copies of select pages of the 18 transcript of June 27, 2005 proceedings in In re Broadcoin Corp . Securities Litig.,

19 SACV No. 01-275 (C .D . Cal .).

20 6 . Attached hereto as Exhibit D is a copy of the Court's September 12, . 01-275 (C.D . 21 2005 Order in In re Broadcom Corp . Securities Litig ., SACV No

22 Cal .). . Attached hereto as Exhibit E is a copy of the Court's April 6, 2006 .23 7 Order in In re AOL Time Warner Sec . and ERISA Litig ., MDL Docket No . 1500, 24 02 Civ. 5575 (S.D.N.Y.). 25 8 . Attached hereto as Exhibit F is a copy of the firm resume of Susman 26 Godfrey, L.L.P . 27

28 3 DECLARATION OF BRYAN L . CRAWFORD IN SUPPORT OF MOTION TO CONSOLIDAT E RELATED ACTIONS, APPOINT LEAD PLAINTIFFS, AND APPROVE SELECT-TON OF LEAD COUNSEL 1 I declare under penalty of perjury the foregoing to be true and correct . 2

3 Executed this 12th day of October, 2006 in the Minneapolis, Hennepin 4 County, Minnesota.

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28 4 DECLARATION OF BRYAN L. CRAWFORD IN SUPPORT OF MOTION TO CONSOLIDATE RELATED ACTIONS, APPOINT LEAD PLAINTIFFS, AND APPROVE SELECTION OF LEAD COUNSEL EXHIBIT A PLAINTIFF'S CERTWICATION

1, William K . Ecklund, Esq., am general counsel for the Bakers Local No. 433 Pension

Fund (`Plaintiff'), and -hereby certify that the following is true and correct to the best of my knowledge, information and belief

1 . Plaintiff has-reviewed the annexed complaint ("the Complaint") and has authorized the filing of the Complaint on its behalf.

2. Plaintiff did not purchase any common stock of Broadcom Corporation at the

direction of its counsel or in order to participate in this private action .

3. Plaintiff is willing to serve as lead plaintiff on behalf of the Class, as defined in the Complaint, including providing testimony at deposition and trial, if necessary .

4. Plaintiffs transactions in Broadcom Corporation common stock during the Clas s

Period specified in the Complaint are as follows.

TRANSACTION TRADE DATE PRICE PER QUANTITY COMMON STOCK SECURITIES/SHARE Purchase 10/13/2005 $43.3437 1900 Purchase 10/20/2005 $44.2281 600 Sale 10/28/2005 $40.1122 1900 Sale 10/28/2005 $40.1122 600 Purchase 4/27/2006 $41 .2507 2400 Purchase 5/11/2006 $36.7450 600 Purchase 6/07/2006 $31.0000 400 Sale 7/12/2006 $28.0176 1000

5. Plaintiff has not served or sought to serve as a representative party on behalf of a class under the federal securities laws during the last three years .

6. Plaintiff will not accept any payment for serving as a representative party on behalf of a class except to receive its pro rata share of any recovery, or as ordered or approved by the court, including the award to a representative party of reasonable costs and expenses including lost wages relating to the representation of the class .

57432 EXHIBIT p Plaintiff declares under penalty of perjury that the foregoing is true and correct .

Executed this 5tb day of October , 2006 in Mi nn*~apc1 .i. MR _- (City) (State)

Bakers Local No . 433 Pension Fund

By: William K.. Ec un , Esq.

Its: General Counsel PLAINTIFF'S CERTIFICATION

I, William K. Ecklund, Esq., am general counsel for the Minnesota Bakers Union Pension

Fund ("Plaintiff"), and hereby certify that the following is true and correct to the best of my knowledge, information and belief:

1 . Plaintiff has reviewed the annexed complaint ("the Complaint") and has authorized the filing of the Complaint on its behalf:

2. Plaintiff did not purchase any common stock of Broadaom Corporation at the

direction of its counsel or in order to participate in this private action .

3. Plaintiff is willing to serve as lead plaintiff on behalf of the Class, as defined in the Complaint, including providing testimony at deposition and trial, if necessary .

4. Plaintiff's transactions in Broadcom Corporation common stock during the Clas s

Period specified in the Complaint are as follows :

TRANSACTION TRADE DATE PRICE PER QUANTITY COMMON STOCK SECURITIES/SHARE Purchase 10/13/2005 $43.3437 6200 Purchase 10/20/2005 $44.2281 1600 Sale 10/28/2005 $40.1122 6200 Sale 10/28/2005 $40.1122 1600 Purchase 4/27/2006 $412507 7900 Purchase 5/11/2006 $36.7450 1100 Purchase 5/30/2006 $33.4015 400 Purchase 6/07/2006 $31 .0000. 1600 Sale 7/12/2006 $28.0176 3400

5. Plaintiff has not served or sought to serve as a representative party on-behalf of a class under the federal securities laws during the last three years .

6. Plaintiff will not accept any payment for serving as a representative party on behalf of a-class except to receive its pro rata share of any recovery, or as ordered or approved by the court, including the award to a representative party of reasonable costs and expenses including lost wages relating to the representation of the class .

57430 Plaintiff declares under penalty of perjury that the foregoing is true and correct.

Executed this 5th day of October , 2006 in Mi nni-Ppnli MN (City) (State)

Minnesota Bakers Union Pension

By: William Ecklund,

Its: General Counsel PLAINTIFF'S CERTIFICATION

I, William K. Ecklund, Esq., am general counsel for the Twin. Cities Bakery Drivers

Pension Fund (`Plaintiff"), and hereby certify that the following is true and correct to the best of my knowledge, information and belief.

1 . Plaintiff has reviewed the annexed complaint ("the Complaint") and has authorized the filing of the Complaint on its behalf.

2. Plaintiff did not purchase any common stock of Broadcom Corporation at the

direction of its counsel or in order to participate in this private action.

3. Plaintiff is willing to serve as lead plaintiff on*behalf of the Class, as defined in the Complaint, including providing testimony at deposition and trial, if necessary .

4. Plaintiff's transactions in Broadcom Corporation common stock during the Clas s

Period specified in the Complaint are as follows:

TRANSACTION TRADE DATE PRICE PER QUANTITY COMMON STOCK SECURITIES/SHARE Purchase 10/13/2005 $43.3437 3400 Purchase 10/20/2005 $44.2281 900 Sale 10/28/2005 $40.1122 3400 Sale 10/28/2005 $40.1122 900 Purchase 4/27/2006 $41.2507 . 4400 Purchase 5/11/2006 $36.7450 800 Purchase 6/07/2006 $31.0000 800 Sale 7/12/2006 $28.0176 2400

5. Plaintiff has not served or sought to serve as a representative party on behalf of a class under the federal securities laws during the last three years .

6. Plaintiff will not accept any payment for serving as a representative party on behalf of a class except to receive its pro rata share of any recovery, or as ordered or approved by the court, including the award to a representative party of reasonable costs and expenses including lost wages relating to-the representation of the class .

57431 Plaintiff declares under penalty of perjury that the foregoing is true and correct .

Executed this 5th day of October , 2006 in Minneapolis , MN (City) (State)

Twin Cities Bakery Drivers Pension

By. illiam K. Ecklun Esq.

Its: General Counsel EXHIBIT B Click Here & Upgrade Expanded Feature s PDF Unlimited Pages Complete

REINS MILLS & OLSON, P .L.C. 3550 IDS Center 80 South Eighth St. Minneapolis, MN 55402

Firm Resume

June 2006

The law firm of Heins Mills & Olson, P.L.C., located in Minneapolis, Minnesota, has a

national practice in the field of complex litigation . The principal part of the firm's work is

representing plaintiffs and plaintiff classes in a variety of class actions, primarily in the areas of

securities fraud, antitrust violations, and deceptive trade practices and consumer fraud . The

members of the firm collectively have many decades of experience in complex litigation and

have successfully prosecuted more than 100 class actions .

Heins Mills & Olson frequently serves as lead counsel for plaintiffs and plaintiff classes .

The firm's institutional investor clients have included numerous state pension funds, managing

billions of dollars in assets, including the Utah State Retirement Board, Teachers' Retirement

System of Alabama, Employees' Retirement System of Alabama, Judicial Retirement Fund of

Alabama, Public Employees' Retirement Association of Colorado, as well as certain Taft-

Hartley health, welfare and pension funds. In securities litigation, the firm is counsel for the

Minnesota State Board of Investment (MSBI), lead plaintiff in In re AOL Time Warner, Inc .

Securities Litigation (S.D.N.Y.). As lead counsel in the case, the firm recently achieved a $2 .65

billion settlement on behalf of purchasers of securities of America Online and media-giant Time

Warner. The settlement is one of the five largest securities fraud class settlements in history an d

the second-largest ever paid by a securities issuer . The court granted final approval early, thi s

54524.1 EXHIBIT B Cliek Here & Upgrade £ Expanded Features ! PDF Unlimited Pages Complete

year. The firm was also lead counsel in In re Broadcom Corp. Securities Litigation (C.D. Cal.), a

securities fraud case brought on behalf of a class of Broadcom shareholders . The firm reached a

$150 million settlement, which was recently approved by the court . This settlement also ranks as

one of the 25 largest in history. The firm also served as lead counsel for the class of securities

investors in In re Mercury Finance Company Securities Liti ation (N.D. Ill.). After negotiating a

settlement with Mercury's auditing firm for $40.5 million, one of the largest recoveries ever

obtained from an accounting firm for violations of the securities laws, the firm obtained

additional recoveries of over $15 million from Mercury's officers and directors, and Mercury

itself, even though the company was in bankruptcy . The firm also represents several other public

pension funds in class and individual securities fraud cases .

In antitrust litigation, Heins Mills & Olson is one of two lead counsel firms representing a

class of purchasers of food additives in In re Monosodium Glutamate Antitrust Litigation (D.

Minn.) . The firm has negotiated settlements, totaling $123.4 million, with most of the

defendants. The firm served as lead trial counsel representing travel agents against major

domestic airlines in In re Travel Agency Commission Antitrust Litigation (D. Minn.), which

resulted in eve-of-t rial settlements totaling $86 million . The firm also was co-lead counsel for

classes of consumers of infant formula in state court price-fixing actions brought in seventeen

states against infant formula manufacturers, which were settled collectively for $64 million in

cash and infant formula products. Heins Mills & Olson recently served as co-lead counsel and

co-lead trial counsel for purchasers of laminated cabinet ry in In re High Pressure Laminates

Antitrust Litigation (S.D.N.Y.), and as a co-chair of plaintiffs ' discovery committee in In re

Vitamins Antitrust Litigation (D.D .C.). In addition, the firm is co-lead counsel in In re Polyester

Staple Antitrust Litigation (W.D.N.C.).

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Heins Mills & Olson has represented consumers injured as a result of violations of

various deceptive trade practices and consumer protection laws . The firm has brought claims on

behalf of all types of consumers, including purchasers of prescription drugs, long distance

telephone service, air compressors, smoke detectors, and hearing aids . As an advocate for

consumer rights, the firm is one of three co-lead counsel in In re Universal Service Fund

Telephone Billing Practices Litigation (D. Kan.), brought on behalf of business and residential

customers concerning USF surcharges collected by long-distance telephone companies. The

firm also is lead counsel in several statewide and national class actions brought on behalf of

landowners against telecommunications companies that have laid fiber-optic cable in railroad

rights of way without compensating the owners of the adjacent or underlying land. The firm also

represents individual parties in other commercial cases, primarily in the areas of patent,

trademark, unfair competition, and deceptive trade practices litigation.

Heins Mills & Olson comprises seventeen attorneys (six partners and eleven associates)

with a supporting staff of highly experienced paralegal assistants and administrative personnel.

Samuel D. Heins

Samuel D. Heins is a member and governor of the firm. He received his undergraduate

degree from the University of Minnesota in 1968 and graduated from the University of

Minnesota Law School (J .D.) in 1972. He served as a law clerk to the Honorable Earl R. Larson,

United States District Judge, District of Minnesota (1972-73). He has been a visiting professor

at the University of Minnesota' s School of Architecture.

Mr. Heins has extensive experience in complex litigation, particularly in securities fraud

and antitrust class actions, and he has served as lead or co-lead counsel in a number of majo r

class actions. He served as lead trial counsel in In re Travel Agency Commission Antitrust Litig.

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(D. Minn.), and now is or recently has been involved in, among other matters, In re AOL Time

Warner Securities Litia. (S.D.N.Y.); In re Pharmaceutical Industry Average Wholesale Price

Litig. (E.D. Mass.); In re Monosodium Glutamate Antitrust Litig . (D. Minn.); In re High

Pressure Laminates Antitrust Litig . (S.D.N.Y.); In re Universal Service Fund Telephone Billing

Practices Litig . (D. Kan.); In re Fiber Optic Cable Litig. (N.D. Ill.); In re Broadcom Corp .

Securities Litig. (C.D. Cal.); In re Green Tree Financial Stock Litig . (D. Minn.); and In re

Vitamins Antitrust Litig. (D.D.C.). In addition, Mr. Heins represented several state public

pension funds in private litigation to recover the funds' securities losses related to their purchases

of McKesson HBOC common stock. These funds include the Utah State Retirement Board, the

Public Employees' Retirement Association of Colorado, and the Minnesota State Board of

Investment. Other cases in which he has participated in the representation of plaintiff classes

include: In re Mercury Finance Co . Sec. Litig. (N.D . Ill.); In re Stucco Litig. (E.D.N.C.); In re

Olympic Financial Sec . Litig. (D. Minn.); American Carriers Sec. Litig. (D. Kan.); Archer

Communications Sec . Litig. (C.D. Cal.); In re Grand Casinos Securities Litia . (D. Minn.) ; Bulk

Popcorn Antitrust Litig . (D. Minn.); Charterhouse Sec. Litig. (D. Minn.); Comserv Sec . Litig.

(D. Minn.); Craig-Hallum Sec. Litig. (D. Minn.); Daisy Systems Corp. Sec. Litig. (N.D. Cal.);

Damson Oil & Gas Limited Partnerships Sec . Litig. (S.D.N.Y); Diamonds Antitrust Litia .

(S.D.N.Y.); EECO Sec. Litig. (C.D. Cal.); Embassy Suites Sec . Litig. (C.D. Cal.) ; Endotronics

Sec. Litig. (D. Minn.); Fidelity Medical Inc . Sec. Litig. (D.N.J.); Harcourt Brace Jovanovich,

Inc. Sec. Litia. (S.D.N.Y.); In re HMOA Sec . Litig. (N.D. Ill.); Jan Bell Sec . Litih. (S .D. Fla.);

K-tel Corp. Sec. Litig. (D. Minn.); Kirschner Medical Corp . Sec. Litig. (D. Md.); L.A. Gear Sec. . (W.D. Liti . (C.D. Cal.) ; Miniscribe Sec . Litig. (D. Colo.) ; In re Molybdenum Antitrust Litia

Pa.); Mortgage & Realty Trust Sec. Litig. (E.D. Pa.); Netteburu v . Cheyenne Land Co . (D.

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Minn.); Pinnacle West Sec . Litig. (D. Ariz.); Residential Resources Sec . Litig. (D. Ariz.); Saxon

Industries Sec . Litig. (S.D.N.Y.); Simmons Co . ERISA Litig. (W.D. Wis.); Tandon Corp. Sec.

Litia. (C.D. Cal.); Thousand Trails, Inc. Sec. Litig. (W.D. Wash.); and Wirebound Boxes

Antitrust Litig. (D. Minn.).

Mr. Heins is a member of the Federal Advisory Committee to the Judicial Council of th e

Eighth Circuit. He was a member of the Minneapolis Charter Commission and has served as

president of both the Minnesota Advocates for Human Rights and the Minnesota Center for

Victims of Torture. He also is a member of the Hennepin County, Minnesota State (Member,

Board of Governors, 1978-1984) and American Bar Associations .

Stacey L. Mills

Stacey L. Mills is a member and governor of the firm . She received her undergraduate

degree from the University of Nebraska in 1980 and graduated from California Western School

of Law (J .D.) in 1983. Ms. Mills is admitted to practice in the Minnesota state courts, the United

States District Courts for the Southern, Central and Northern Districts of California and the

District of Minnesota, and the United States Court of Appeals for the Ninth Circuit . She is a

member of the California and Minnesota State Bar Associations ,

Ms. Mills was one of the lead lawyers most actively involved on behalf of the plaintiff

class in In re Travel Agency Commission Antitrust Litig . (D. Minn.). During the past fifteen

years of practice, she has continuously practiced in the area of class and other complex litigation .

Class actions in which she now is or recently has been involved include : In re AOL Time Warner

Securities Litig . (S.D.N .Y.); In re High Pressure Laminates Antitrust Litig. (S .D.N.Y.); In re

Fiber Optic Cable Liti& (N.D. Ill.); In re Broadcom Corp Securities Litig . (C.D. Cal.); In re

Green Tree Financial Stock Litig . (D. Minn.); In re Grand Casinos Inc. Sec. Litig. (D. Minn.); In

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re Buffets. Inc. Sec. Litig. (D. Minn.); In re Mercury Finance Co . Sec. Litig. (N.D. Ill.); In re

Digi International. Inc. Sec. Litig. (D. Minn.); In re Olympic Financial Sec . Litia. (D. Minn.); In

re Policy Management Systems Corp . Secs. Litig. (D.S.C.); In re High-Fructose Corn Syrup

Antitrust Litig. (C.D. Ill.) ; Jong Lee v . Summit Medical Systems . Inc. (D. Minn.); In re Tricord

Systems, Inc. Sec. Litig. (D. Minn.); and In re NASDAQ Market-Makers Antitrust Litig .

(S .D.N.Y.). Other actions in which she has participated in the representation of plaintiff classes

include: In re Scimed Life Sec. Litig. (D. Minn.). A & J Deutscher Family Fund v. Bullard (C.D.

Cal.); In re Unioil Sec. Litig. (C.D. Cal.); In re Cousins Sec . Litig. (S.D. Cal.); In re Daisy

Systems (N.D. Cal.); In re HMOA Sec . Litig. (N.D. Ill.); In re Employee Benefit Plans Sec .

Litig. (D. Minn.); Guenther v. Cooper Life Sciences (N.D. Cal.); In re Tera Sec . Litig. (N.D.

Cal.); In re Technical Equities Sec . Litia. (N.D. Cal.); Krasner v. Mitchell (Cal. Super. Ct. Los

Angeles) ; Kurgen v. Boise (C.D. Cal.); Levy v. Eletr (N.D. Cal.); Mirochnick v . Glasky (C.D.

Cal.); Shields v. Smith (N.D. Cal.); Steiner v. Whittaker Corp . (Cal. Super. Ct. Los Angeles);

Than v. Johnson (S.D. Cal.); The Clothestime Sec . Litig . (C.D. Cal.); Weinberger v. Kwiker

(C.D. Cal.); and Weinberger v. Liebel (S.D. Cal.).

Complex civil actions in which Ms . Mills has represented plaintiffs asserting derivativ e

claims on behalf of corporations include: Goldman v. Belzberg (Cal. Super. Ct. Los Angeles)

(on behalf of FarWest Savings & Loan Association) ; Grobow v. Dingman, (S.D. Cal.) (on behalf

of The Henley Group, Inc .); In re Lockheed Corp. Sec. Litia. (C.D. Cal.); Pacific Gas & Elec .

Shareholder Derivative Litig. (Cal. Super. Ct. San Francisco) ; and Seaman v . Pratt, (CaL Super.

Ct. Orange Co.) (on behalf of Pfizer Inc .).

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Bryan L. Crawford

Bryan L. Crawford is a partner in the firm. He is a .summa cum laude graduate of the

University of South Dakota (B .A. 1982) and a magna cum laude graduate of the University of

Minnesota Law School (J.D . 1985), where he was elected to Order of the Coif. Mr. Crawford is

admitted to practice in the United States District Courts for the District of Minnesota and the

Western District of Wisconsin, and he is a member of the Federal, Minnesota, and Hennepin

County Bar Associations . He is currently, or recently has been involved in numerous class

actions and other complex cases, including In re Broadcom Corp. Sec. Litia. (C.D. Cal.); In re

AOL Time Warner, Inc . Securities Litig . (S.D.N.Y.) ; In re Pharmaceutical Industry Average

Wholesale Price Litig. (D. Mass.); In re Lupron Marketing and Sales Practices Litig . (D. Mass.);

In re Green Tree Financial Stock Litig. (D. Minn.); In re Mercury Finance Co . Sec. Litig. (N.D.

Ill.); In re Baycol Products Litig . (D. Minn.); Lambert v. American Express Financial Corp ., (D.

Minn.); In re Grand Casinos, Inc. Sec. Litig. (D. Minn.) ; In re Rainforest Cafe, Inc. Sec. Litig.,

(D. Minn.); In re High-Fructose Corn Syrup Antitrust Litig. (C.D. Ill.) ; In re Olympic Financial

Sec. Litig. (D . Minn.); In re Travel Agency Comm'n Antitrust Litig . (D. Minn.); In re Employee

Benefit Plans Sec . Litig. (D. Minn.); and In re SciMed Life Sec. Litig. (D. Minn.) . In addition,

he is one of the lawyers who represented Colorado, Minnesota and Utah State Employee Pension

Funds in private litigation regarding losses suffered in connection with their purchases of

McKesson HBOC securities .

Brian L. Williams

Brian L. Williams is a partner in the firm. He is a graduate of St . John's University, f Collegeville, Minnesota (B.A. 1989) and a cum laude graduate of William Mitchell College o

Law (J.D. 1992). He was a member of the William Mitchell Law Review. Mr. Williams is

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admitted to practice in the U .S. District Court of Minnesota and the U.S. Court of Appeals for

the Eighth Circuit . He is a former prosecutor and a member of the Minnesota State an d

Hennepin County Bar Associations.

Mr. Williams is currently working on In re Broadcom Corp. Sec. Litig. (C.D. Cal.); In re

Pharmaceutical Indus Average Wholesale Price Litig . (D. Mass.); and In re Lupron Marketing

and Sales Practices Litig . (D. Mass.). Other class actions in which he previously has been

involved include : In re Premarin Antitrust Litig. (S.D. Ohio); In re MSG Antitrust Litig . (D.

Minn.); and In re Relafen Antitrust Litig . (D. Mass.).

Vincent J. Esades

Vincent J . Esades is a partner in the firm. He is a cum laude graduate of the University o f

North Dakota (B.A. 1991) and a graduate of the University of North Dakota School of Law (J .D.

1994) . He is admitted to practice in Minnesota and North Dakota and in the U .S. District Court

for the District of Minnesota. He is currently working on several class actions, including In re

Polyester Staple Antitrust Litia . (W.D.N.C.); In Re Bulk Graphite Antitrust Litic. (D.N.J.); In re

High Pressure Laminates Antitrust Litig . (S.D.N.Y.); In re Universal Service Fund Telephone

Billing Practices Litig (D. Kan.); In re Publication Paper Antitrust Litia . (D. Conn.); and In re

Hydrogen Peroxide Antitrust Litig . (E.D. Pa.). Mr. Esades was heavily involved in In re Travel

Agency Commission Antitrust Litig . (D. Minn.). Other class actions in which he previously has

been involved include : In re Vitamins Antitrust Litig . (D.D.C.); Howe v. Microsoft Corp . (N.D.);

Gordon v. Microsoft Corp . (Minn., 4th Jud. Dist.); In re Compact Disc Antitrust Litie. (C.D.

Cal.); Lambert v. American Express Fin . Corp. (D. Minn.); In re NASDAQ Market-Makers . Ga.); a n d L Antitrust Litig . (S .D.N.Y.); In re Motorsports Merchandise Antitrust Litig. (N .D

Oil Inc. v. Witco Corp. (W.D. Pa). Chck Here & Upgrade Expanded Feature s ;PDF Unlimited Pages Complete

Dylan J. McFarland

Dylan J. McFarland is a partner in the firm . He is a graduate of the University of

Minnesota (B.A. summa cum laude, 1977) and the Harvard Law School (J .D. cum laude, 1980).

While attending Harvard, Mr . McFarland was an editor of the Harvard Civil Rights-Civil

Liberties Law Review . He is admitted to practice in the Minnesotan state courts, the U .S.

District Court for the District of Minnesota, and the U . S. Court of Appeals for the Eighth Circuit

Court. He is a member of the Minnesota State and Hennepin County Bar Associations . From

1998-2002, he was an Adjunct Professor of Law at William Mitchell College of Law, where he

taught Legal Writing, Trial Skills, and Appellate Advocacy .

Mr. McFarland practiced in the area of complex commercial litigation as an associate

with Gray Plant Mooty (1980-1985) before attending the University of Minnesota Medical

School. As a partner of Burstein Hertogs Olson & McFarland, P .A. (1988-2001), he continued

to represent corporations and municipalities in complex litigation, including shareholder

derivative actions . In a case of first impression, he represented the defendant in Sko lg and v.

Brady (Minn .), which defined the scope of derivative claims and the authority of special

litigation counsel under Minnesota law . Since joining the firm, he has worked on class actions

such as In re AOL Time Warner Sec. Litig. (S.D.N.Y.) and In re Broadcom Corp. Sec. Litt.

(C .D. Cal.), Dambrosio v. Comcast Corp . (E.D. Pa.), and Barry Kushner v . General Motors

Corp. (Canadian Car Antitrust Litig .) (D. Me.).

David Woodwar d

David Woodward is an associate of the firm. He graduated with highest honors from St.

Cloud State University (B.A. 1971) and from the School of Law of the University of Californi a f in Los Angeles (J .D. 1975), where he was admitted to the Order of the Coif and was a member o

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the UCLA Law Review. He was awarded a Masters of Law with highest honors in 1985 from

the National Law Center, Washington, D .C.

From 1987-2003, Mr. Woodward served as an Assistant Attorney General in the Civil

Enforcement Unit of the Minnesota Attorney General's Office . Mr. Woodward has extensive

experience representing the State of Minnesota in lawsuits enforcing statutory prohibitions

against false advertising, deceptive trade practices and consumer fraud . Mr. Woodward's

consumer protection litigation areas of emphasis included health frauds, mortgage related

enforcement matters and deceptive practices particularly impacting vulnerable consumers . On

behalf of the Minnesota Attorney General's Office, Mr . Woodward helped to create a multi-state

health fraud litigation group, which he co-chaired from 1994-1996 . He served as lead counsel on

behalf of the State of Minnesota in numerous multi-state enforcement efforts involving the

application of state consumer protection statutes to nationwide drug advertising and promotional

practices within the pharmaceutical industry, as well as a multi-state settlement with a large food

company involving application of federal and state food laws and state consumer laws to the

advertising and sale of a combination food/toy product marketed to young children.

Mr. Woodward has extensive consumer protection litigation experience . He has

represented the State of Minnesota in both state and federal courts. He represented the State of

Minnesota in State v. American Family Mut. Ins. Co., 609 N.W.2d 1 (Minn. Ct. App. 2000), a

consumer and insurance law enforcement matter benefiting homeowners statewide in a case

confirming the Attorney General's authority to sue insurers to enforce Minnesota consumer and

insurance laws. Mr. Woodward has represented the State in numerous false advertising,

deceptive trade practices and consumer fraud cases, including litigation challenging advance fee

loan schemes ; college financial aid services companies; credit repair frauds ; usurious credit card

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charges; home mortgage escrow overcharges ; false advertising for bogus yellow page

directories ; the sale of bogus cancer treatment devices ; the marketing to young consumers of an

unapproved, dangerous drug misrepresented as a safe and natural product ; misrepresentations in

the sale of hearing aids ; travel promotion schemes; deceptive practices affecting small

businesses; and deceptive sweepstakes practices by major national sweepstakes companies .

From 1976-1979 and 1980-1987, Mr. Woodward served as a staff attorney for a non-

profit legal services corporation providing legal representation in civil matters, including

litigation, to low-income persons in south central Pennsylv ania. He was counsel before the

Pennsylvania Supreme Court in Pugh v. Holmes , 405 A.2d 897 (Pa. 1979), a seminal case which

established on a statewide basis the implied warranty of habitability in residential lease

transactions .

Mr. Woodward is admitted to practice before Minnesota, Pennsylvania and California

state courts, United States District Court for the Districts of Minnesota and the Middle District of

Pennsylvania, the United States Courts of Appeals for the Third, Fifth, Eighth and Ninth

Circuits, and the United States Supreme Court . Mr. Woodward has provided pro bono

representation to persons seeking asylum . In 2000, he received the Pro Bono Volunteer Annual

Attorney Award from Minnesota Advocates for Human Rights .

Mr. Woodward works on antitrust , consumer fraud and securities fraud class litigation in

which the Heins Mills & Olson firm serves as plaintiffs' counsel .

Barbara J. Felt

Barbara J. Felt is an associate of the firm . She received her undergraduate degree from

the University of Minnesota (B .A. magna cum laude. 1980) and her law degree from William

Mitchell College of Law (J .D. 1992). She has a broad range of experience in civil litigatio n

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matters, including handling commercial litigation and products liability claims . Ms. Felt has

been involved in all aspects of the litigation and appellate process, and has participated in severa l

significant trials and appeals involving cases of first impression.

Ms. Felt was named a "Super Lawyer" by Minnesota Law & Politics in 2004, 2003 and

2002, and a "Rising Star" in 2002 and 2001, recognitions based on attorney polling across

Minnesota. She is admitted to practice in the State of Minnesota, the U .S. District Court for the

District of Minnesota, and the U .S. Court of Appeals for the Eighth Circuit . Ms. Felt is a

member of the Minnesota State and Hennepin County Bar Associations, the Minnesota Trial

Lawyers Association, and Minnesota Women Lawyers . She has authored several articles and

chapters for publications, and has spoken at a number of legal education seminars on litigatio n

topics.

Ms. Felt is currently working on several class actions, including In re Universal Service

Fund Telephone Billing Practices Litig . (D . Kan.), In re AOL Time Warner, Inc . Securities Litia .

(S.D.N.Y.), In re Pharmaceutical Industry Average Wholesale Price Litig. (D. Mass.), Ferrell v.

W, e~yerst Labs (D . Ohio) and Blevins v. Wyeth-Ayerst Labs (Cal. Sup. Ct.).

Lori A. Johnso n

Lori A. Johnson is an associate of the firm. She is a graduate of Concordia College (B .A.

1993) and a cum laude graduate of the University of Minnesota Law School (J .D. 2001), where

she served as a member of the Minnesota Law Review. She was a recipient of a Public Interest

Law Fellowship and the Minnesota Justice Foundation Public Service Award (2001) . Ms.

Johnson served as a law clerk to the Honorable Kevin S . Burke, Chief Judge, Fourth Judicial

District of Minnesota (2001-02). She is admitted to practice in the U .S. District Court for the

District of Minnesota and in the state courts of Minnesota. Ms. Johnson is currently working o n

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In re AOL Time Warner. Inc. Sec. Litig. (S.D.N.Y.). In the past, Ms. Johnson has worked on In

re McKesson HBOC Sec . Litig. (N.D. Cal.), In re Magnetic Audiotape Antitrust Litig .

(S.D.N.Y.), and Ellerbrake v. Campbell-Hausfeld, (Ill.).

Muria J. Kruger

Muria J. Kruger is an associate of the firm . She is a summa cum laude graduate of

Hamline University (B .A. 1994) and a magna cum laude graduate of the University of Minnesota

Law School (J.D. 2001), where she served as a Note & Comment Editor of the Minnesota

Journal of Global Trade . She was a recipient of the Minnesota Justice Foundation Public Service

Award (2001) . She is admitted to practice in the state courts of Massachusetts and Minnesota

and in the U .S. District Court for the District of Minnesota. Ms. Kruger is currently working on

In re Polyester Staple Antitrust Litig . (W.D.N.C .).

Troy J. Hutchinson

Troy J. Hutchinson , an associate of the firm, is a graduate of the University of Wisconsin-

Madison (B.A. summa cum laude, 1999) and the University of Minnesota Law School (J .D. cum

laude, 2002). Mr. Hutchinson served as a law clerk to the Honorable Raymond L . Erickson,

United States Magistrate Judge, District of Minnesota (2002-2004) . He is admitted to practice in

the state courts of Minnesota, and the United States District Court for the District of Minnesota .

Mr. Hutchinson is currently working on complex civil litigation matters, including In re AOL

Time Warner Sec. Litia. (S.D.N.Y.); In re Bulk Graphite Antitrust Litig . (D.N.J.); In re Intel

Corp. Microprocessor Antitrust Litig. (D. Dela.); In re MMA/PMMA Antitrust Litig . (E.D . Pa.).

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Jessica N. Servais

Jessica N. Servais is an associate of the firm. She is a graduate of Macalester College

(B.A. magna cum laude, 1996) and the University of Minnesota Law School (J .D. 2002), where

she was the Executive Editor of the Minnesota Intellectual Property Review. Ms. Servais served

as a law clerk to the Honorable Michael J. Davis, U.S. District Court Judge, District of

Minnesota (2002-2003) . She is admitted to practice in the state courts of Minnesota and

Wisconsin, and in the U .S. District Court for the District of Minnesota. She currently is or has

recently been working on complex litigation, including Dambrosio v . Comcast Corp . (E.D.Pa.);

Kristian v. Comcast Corp. (D.Mass); Rogers v. Comcast Corp. (D.Mass.); In re Universal

Service Fund Telephone Billing Practices Litig . (D. Kan.); and In re Relafen Antitrust Litig.

(N.D. Cal.). In addition, she is one of the lawyers who represented Colorado, Minnesota and

Utah State employee pension funds in private litigation regarding losses suffered in connection

with their purchases of McKesson HBOC securities .

Matthew W. Ruan

Matthew Ruan is an associate in the firm. He is a graduate of the University of Chicag o

(A.B. 2000) and the University of Michigan Law School (J .D. 2003), where he was an editor of

the Michigan Journal of International Law. Mr. Ruan served as a judicial extern to the

Honorable Blanche M. Manning, U .S. District Court Judge, Northern District of Illinois. He is

admitted to practice in the state courts of Minnesota and is currently working on complex civil

In re cases, including In re Pharmaceutical Industry Average Wholesale Price Litig . (D. Mass.);

AOL Time Warner Securities Litig . (S.D .N.Y.); In re Universal Service Fund Telephone Billing

Practices Litig . (D. Kan.); and In re New Motor Vehicle Canadian Export Antitrust Litig. (D.

Me.).

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Anna E. Jenks

Anna E. Jenks is an associate of the firm . She graduated with honors from the College of

Wooster (B .A. 2000) and from the University of Minnesota Law School (J.D . cum laude, 2003),

where she served as a Note & Comment Editor of the Minnesota Journal of Global Trade. She is

currently finishing her Masters in Public Policy at the Hubert H . Humphrey Institute of Public

Affairs. She is admitted to practice in the state courts of Minnesota and Illinois, and in the U .S.

District Court for the District of Minnesota . Ms. Jenks is currently working on complex civil

litigation matters, including In re AOL Time Warner, Inc . Sec. Litia. (S.D.N.Y.) and In re

Polyster Staple Antitrust Litia. (W.D.N.C.).

Scott W. Carlson

Scott W. Carlson is an associate of the firm. He is a graduate of the Honors Program at

Minot State University (B .A. 1993) and a cum laude graduate of the University of Minnesota

Law School (J.D. 2004), where he served as a Managing Editor of the Minnesota Law Review ,

as the first Chairman of the Minnesota Law Review Technology Committee , and was a recipient

of the Legal Writing & Research Program' s "Best Oralist Award" (2001-02) . Mr. Carlson

served as a judicial extern to the Honorable United States Chief Magistrate Judge Franklin L .

Noel, United States District Court, District of Minnesota (summer 2002).

In his previous professional experience, Mr. Carlson served as a Senior Analyst on the

staff of the U .S. Senate Budget Committee (2000-01), as a Legislative Assistant (1997-2000) and

Legislative Correspondent (1993-94) to U .S. Senator Kent Conrad (D-N .D.), as the

Communications Director of the Lee Kaldor for Governor of North Dakota campaign (1996),

and as the Policy & Communications Director of the N .D. Department of Agriculture (1994-96) .

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Mr. Carlson is admitted to practice in the U .S. District Court for the District of Minnesot a

and in the state courts of Minnesota. He is currently working on several class actions , including

In re AOL Time Warner Securities Litig. (S.D.N.Y.), In re High Pressure Laminates Antitrust

Litig. (S.D.N.Y.), In re Guidant Corporation Implantable Defibrillators Products Liability

Litigation (D. Minn.) and other complex litigation. Class actions in which Mr. Carlson has

previously been involved include In re Monosodium Glutamate Antitrust Litia. (D. Minn.), In re

Relafen Antitrust Litig . (N.D. Cal.), and In re Fiber Optic Cable Litig. (N.D. Ill.).

Katherine T. Kelly

Katherine Kelly is an associate of the firm. She is a graduate of the University o f

Minnesota (B.S. 2001) and William Mitchell College of Law (J.D. 2004), where she was an

Assistant Editor of the William Mitchell Law Review. Ms. Kelly is admitted to practice in the

state courts of Minnesota and before the United States Patent and Trademark office. Ms. Kelly is

currently working on complex civil cases , including In re AOL Time Warner Securities Litig.

S.D.N.Y).

Christian J . Clapp

Christian Clapp is an associate of the firm . She is a summa cum laude graduate of the

University of North Dakota (B.A. 2001) and a cum laude graduate of the University of

Minnesota Law School (J.D. 2005). While in law school, Ms . Clapp served as an intern law

clerk to the Honorable Paul Magnuson, United States District Court, District of Minnesota. Ms.

Clapp is admitted to practice in the state courts of Minnesota. She is currently working on

several class actions, including In re Green Tree Securities Litig . (D. Minn.); In re Grand

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Casinos, Inc. Securities Litig. (D. Minn.); In re Olympic Financial Securities Litig. (D. Minn.) ;

and In re Publication Paper Antitrust Litig . (D. Conn.).

17

s EXHIBIT C Page 1 1 UNITED STATES DISTRICT COURT

2 CENTRAL DISTRICT OF CALIFORNIA

-3 SOUTHERN DIVISIO N

4 ° HONORABLE GARY L . TAYLOR, JUDGE PRESIDIN G 5 - 6 IN RE : BROADCOM CORPORATION 7 SECURITIES LITIGATION AND

CONSOLIDATED MATTERS . } SACV NO . 01-0275-GL T

8 9

10 11

12 REPORTER'S TRANSCRIPT OF PROCEEDINGS 1.3 SANTA ANA , CALIFORNI A 14 MONDAY , JUNE 27, 2005

15 1 :00 P .M . 16

17 18

19

20 DEBORAH D . . PARKER, CSR 1034 2

21 OFFICIAL COURT REPORTE R UNITED STATES DISTRICT-COUR T

22 411 WEST FOURTH STREET' SUITE-1-05 3

23 SANTA ANA , CALIFORNIA 9270 1 (714) 542-840 9

2.4 D .PARKER@ IX .NETCOM .COM

25 '~` EXn IB I 1

-Deborah.D. Parker, Official Court Reporter

Zt Page 18 1 AND WITH THE COURT'S INDULGENCE, I WOULD LIKE T O

2 SAY ON BEHALF OF MY CLIENT, THE MINNESOTA STATE BOARD O F

3 INVESTMENT AND OF OUR LAW FIRM, THAT WE THANK YOU VERY MUCH

4 FOR YOUR UNFAILING COURTESY THROUGHOUT THIS. AND VERY MUC H

5 APPRECIATE IT .

6 AND WE WISH YOU ALL THE BEST IN FUTURE ENDEAVORS .

7 THANK YOU VERY MUCH, JUDGE .

8 THE COURT : ALL RIGHT, SIR . THANK YOU .

9 ANY OTHER COUNSEL HAVE A COMMENT THEY WANT TO MAKE

10 AT THIS POINT ?

11 WELL, I HAVE HAD A CHANCE TO LOOK OVER TH E

12 SETTLEMENT PAPERS . THIS SETTLEMENT HAS BEEN IN THE WORKS

13 FOR SOME TIME . THE COURT HAS BEEN WORKING WITH THIS CASE

14 FOR SOME LENGTHY PERIOD OF TIME . I KNEW THAT SETTLEMEN T

15 DISCUSSIONS WERE UNDERWAY AT VARIOUS DIFFERENT TIMES AND WAS

16 KIND OF TRYING TO KEEP UP ON THOSE .

17 1 KNOW THAT THERE IS AN EXTREMELY HIGH LEVEL OF

18 LAWYERING THAT HAS BEEN TAKEN PLACE ON BOTH SIDES IN THIS

19 CASE . THE CASE INVOLVES SOME VERY INTERESTING, VERY NOVEL

20 ISSUES . EVERYBODY HAS DONE A VERY HARD JOB, A VER Y

21 HARDWORKING JOB AND HAS REALLY APPROACHED IT WITH A GREAT

22 DEAL OF PROFESSIONALISM AND A GREAT DEAL OF EXPERIENCE AND A

23 GREAT DEAL OF LEGAL KNOWLEDGE . SO, I KNOW THAT THAT' S

24 OCCURRED .

25 THE COURT FINDS THAT THERE IS GOOD CAUSE TO GRAN T

Deborah D. Parker, Official Court .Reporter Page 1 9 1 THE MOTION HERE . EVERYTHING APPEARS TO BE IN ORDER . THE

2 SETTLEMENT THAT IS BEING PROPOSED IS WITHIN THE RANGE O F

3 REASON . THERE IS NO DOUBT ABOUT THAT AT ALL, I DON'T THINK .

4 IT SEEMS TO BE FAIR . IT SEEMS TO BE REASONABLE TO TH E

5 DIFFERENT PARTICI-PANTS .

6 THE ONE THING I WOULD ASK IS THAT IF JUDG E

7 TREVEZIAN IS INTERESTED IN THE SAME TYPE OF THING I AM A T

8 THE FINAL HEARING, HE WILL BE INTERESTED NOT ONLY TO KNOW IF

9 YOU HAVE RECEIVED ANY ACTUAL FORMAL OBJECTIONS, BUT HE WILL

10 BE INTERESTED TO KNOW AS TO WHETHER THERE HAS BEEN AN Y

11 INFORMAL OBJECTIONS . DID PEOPLE CALL YOU? DID SOMEBODY

12 COMPLAIN ?

13 THE JUDGE WOULD PROBABLY WANT TO KNOW WHATEVER THE

14 WHOLE PICTURE IS ON WHETHER SOMEBODY STEPPED UP AND SAI D

15 THAT THAT THERE IS SOMETHING WRONG WITH THE SETTLEMENT .

16 BUT FROM WHERE I SIT, IT APPEARS TO BE VERY

.17 REASONABLE AND IT APPEARS TO BE ENTIRELY FAIR .

18 THIS WAS A COMPLEX CASE . A GREAT DEAL OF HARD

19 WORK WENT INTO IT OVER QUITE A PERIOD OF TIME . SOME

20 FASCINATING MOTIONS AND A GREAT DEAL OF GOOD LAWYER WORK .

21 IT DID PROCEED THROUGH AN EXTENSIVE MEDIATIO N

.22 PROCESS AT A VERY HIGH LEVEL . AND BY THAT I MEAN THAT, THE

23 MEDIATOR WAS THE BEST, THE ATTORNEYS INVOLVED WERE THE BEST

24 AND THEY ALL GAVE IT A GOOD DEAL OF DISCUSSION . AND I THINK

25 ITS QUITE APPARENT THAT IT'S ARRIVED AT A FAIR AND A PROPE R

Deborah D. Parker, Official CourtReporter Page 20 1 -CONCLUSION .

2 DOES IT APPEAR TO ANY PARTY THAT THERE IS AN Y

3 REASON THAT THE COURT SHOULD NOT NOW SIGN THESE TWO ORDERS?

4 ANYBODY ?

5 ALL RIGHT . LET'S PAUSE FOR JUST A MOMENT, PLEASE,

6 AND I WANT TO INTERLINEATE CONCERNING THAT ONE CLAUSE I

7 MENTIONED TO IT . ILL STATE AGAIN IN A MOMENT WHAT IT IS .

8 (PAUSE .)

9 THE COURT : ALL RIGHT . THE TWO ORDERS HAVE NO W

10 BEEN SIGNED AND DATED TODAY, JUNE 27, 2005 .

11 I HAVE SIGNED THE PROPOSED ORDER .FOR PRELIMINARY

12 APPROVAL OF CLASS ACTION, ET CETERA . AND ON PAGE 4, AT

13 LINE 25, I HAVE INSERTED THE TIME FOR THE APPEARANCE AS

14 10 :00 A .M . AND INITIALED THAT CHANGE .

15 ALSO, I HAVE SIGNED THE ORDER FOR THE TRANSFER TO

16 JUDGE TREVEZIAN . ACTUALLY, THE TRANSFER WILL TAKE -- THIS

17 ORDER DOES NOT ACTUALLY ACCOMPLISH THAT TRANSFER . WHAT

18 HAPPENS IS -- THE WAY'IT WORKS IS, THE JUDGE WHO IS DOIN G

19 THE TRANSFERRING AND THE JUDGE WHO IS RECEIVING . THE TRANSFER

20 BOTH SIGN A COURT FORM THAT WE HAVE AGREEING THAT THE

21 TRANSFER TAKES PLACE . AND THEN, THAT FORM IS SIGNED . AND

22 UPON THE FILING OF THAT FORM, THE TRANSFER ACTUALLY OCCURS .

23 SO, EVEN THOUGH THIS ORDER IS SIGNED TODAY, I HAVE

24 A FEELING IT WILL PROBABLY BE TOMORROW OR THE NEXT DA Y

25 BEFORE THAT TRANSFER GETS FILED . BUT IT WILL THEN GO T O

Deborah D. Parker, Official Court Reporter EXHIBIT D S FILED CLEF;1r_ DISTRICT COURT

JCr ! . .2 L l j 2 1 3 CENTRAL DISTRICT 0F .CAUFORNIA By . DEPUTY- , rll~ 4

5

6 .7 ;i(E7ED ON CM 8 UNITED STATES DISTRICT COURT SEa 1 n ~ 9 CENTRAL DISTRICT OF CALIFORNIA

10 1 I 11 CASE NO. SACV 01-275 DT (MLGx) 121 In Re BROADCOM CORP_ (Consolidated Cases ) 13 SECURITIES LITIGATION CLASS ACTION 14 ORDER GRANTING LEAD COUNSEL'S MOTION FOR 15 APPROVAL OF LEAD COUNSEL'S THIS CONSTITUTES NOTICE OF ENTRY APPLICATION FOR AWARD OF 16 AND - AS REQUIRED BY FRCP, RULE 77{d ) . REIMBURSEMENT OF EXPENSES 17

18'

19 I. Background 20 On June 27, 2005, the Honorable Gary Taylor, who presided over this 21' case since its filing, granted preliminary approval of a settlement reached by the 22 parties in this securities fraud class action (the "Settlement"). Obtained on behalf 23 of the Class by the Minnesota State Board of Investrnent ("Lead Plaintiff'), the 24 Settlement culminates four years of litigation and nearly a year of mediation .

25 Defendants have agreed to pay $150 million in cash . Under the Stipulation of

26 Settlement of Class Action signed by the parties-and filed with the Court (the

27 "Settlement Agreement"), Defendant Broadcom Corp_ (`Broadcom" or 28 "Company"), has already paid $108 million into an escrow account, where it BRIT EXH, D I earning interest'for the Class . The remaining $42 million of the Settlement Fund 2 is to be deposited thereafter: 3 Currently before this Court is the application of Heins Mills & Olson, 4 P.L.C., approved-by the Court as Lead Plaintiff's Counsel ("Lead Counsel), on 5 behalf of all plaintiffs' -counsel {"Class Counsel"), for an award of attorneys' fees 6 plus reimbursement of out-of-pocket litigation expenses . 7 A. Factual Summary 8 The following is a summary of the facts provided by Lead Counsel in 9. support of the instant motion: 10 Lead Plaintiff and Lead Counsel negotiated a contingent fee 1 i agreement allowing Class Counsel fees equal to 25% of any recovery . 12 1. Pre-Litigation Investigation 13 Before filing Lead Plaintiffs initial pleading, Class Counsel di d 14 extensive research on Broadcom using various sources of information- With the 15 help of an economic expert, it analyzed information potentially affecting the price 16 of Broadcom stock during the Class period, and developed preliminary estimates 17 of the losses suffered by the Class . Lead Counsel then prepared numerous 18 iterations of a complaint that transformed the results of the investigation into 19 detailed and comprehensive allegations against Defendants. 20 2. Appointment of Lead Plaintiff and Consolidation of Actions 21 The Court consolidated the actions on May 31, 2001, and on June 22 11, 2001, appointed Lead Plaintiff and approved Lead Counsel . Lead Plaintiff 23 then filed a 159 paragraph Consolidated Amended Class Action Complaint 24 ("CAC") against Defendants on behalf of all persons who sufered damages as a 25 result of acquiring, or trading options on, Broadcom stock during the period from 26 July 31, 2000, through February 26, 2001 ("Class Period") . In great detail, the 27

28 : 2 I CAC alleged that Defendants had engaged in a fraudulent scheme to inflate 2 Broadcom's revenue and misrepresented Broadcom's financial condition, and that? 3 the Individual Defendants were liable as "control persons" . 4 3. Claims 5 Lead Plaintiff alleged that Defendants devised and effected a scheme 6 to fraudulently overstate the Company's revenue by concealing huge pric e 7 discounts to its customers in the form of warrants to buy the Company's- stock 8 upon dissatisfaction of purchase requirements . Instead of issuing warrants. directly 9 to the customers, however, because that would have required the Company t o 10 value the warrants based on the fair value of its stock and to reduce its revenue by 11 . that amount as a cost of goods sold, Defendants had Broadcom issue the warrants 12 indirectly through five privately held- companies it planned to quickly acquir e 13 ("Targets"). While orchestrating these acquisitions, Defendants also negotiated 14 agreements that ostensibly issued customers warrants for the Targets less valuable 15 stock in exchange for purchases from the Targets . Because the warrant 16 agreements were conditioned on Broadcorn's immediate acquisition of the Targets 17 (and vice versa), however, the agreements were, in substance, directly between 18 Broadcom and its own customers, giving them the right to receive the Company's 19 stock in exchange for purchasing Broadcom's products . To hide the resulting 20 price discount and thereby inflate Broadcom's reported revenue, Defendants 21 accounted for the value of the warrants not as a cost of goods sold, but as a 22 depreciable asset acquired from the Targets . Defendants further manipulated 23 evolving accounting rules to undervalue the equity Broadcom exchanged for 24 product sales. .25

26

27 28 3 I 4. Defendants' Motions to Dismiss w 2 In November 2001, Defendants moved to dismiss the CAC o n 3: numerous grounds= After extensive briefing and a hearing, the Court granted 4- Defendants' motion, allowing Lead Plaintiff leave to amend allegations . Lead 5 Counsel conducted additional investigations, and Lead Plaintiff filed a Second 6 Consolidated Amended Complaint ("Amended Complaint") three weeks later . 7 . Defendants filed a second motion to dismiss, which was denied on July 24, 2002. 8 Defendants answered the Amended Complaint, denying all the material allegations 9 and asserting twelve affirmative defenses . 101 5. - Class Certification 11 . Lead Plaintiff moved for certification of the -Class on November 6, 12 2002. Defendants filed voluminous papers opposing the motion and also moved 13 to disqualify Lead Plaintiff. Lead Plaintiff filed its reply memorandum, and on .14 October 15, 2003, the Court granted Lead Plaintiff's motion and certified th e 15 Class. _ 16 Upon the filing of Lead Plaintiff's motion asking the Court t o 17 approve a class notice and plan for dissemination, Defendants objected to the plan 18 on various grounds, arguing for the first time that Lead Plaintiff could no t .19 adequately represent optionholders because it had not purchased options itself 20 The Court denied Defendants' objection and directed Lead Counsel -to provide 21 Class members with notice of pendency of the class action. Counsel expended 22' over $324,000 to disseminate notice . 23 6. Fact Discovery 24 Class Counsel propounded five sets of interrogatories, two sets of 25 document requesis, and three sets of requests for admission, as well - as numerous 26 subpoenas to obtain documents from nonparties. 300,000 pages of documents 27

28 4 1 produced by the Defendants and another 50,000 pages produced by nonparties

2 were analyzed. Class Counsel deposed 45 fact witnesses for 54 days, many o f 3 whom were located outside of the Central District of California, including Israel i 4. and the United Kingdom. Responding to Defendants' discovery requests was also. _ 5 . exhaustive, including nine sets of interrogatories, three . sets of document requests, 6- and five sets of requests for admission. Class Counsel defended depositions of 7 Lead PlaintifFs employees and outside money managers for a total of 12 days . 9 Lead Counsel negotiated on the myriad issues arising during the discovery period, 9 and when the parties could not resolve their differences, motion practice followed . 10 7. Experts and Expert Discovery 12 Class Counsel engaged six experts and numerous consultants from 12 . various fields. It consulted with these experts throughout the course of litigation 13 on a myriad of issues. The information provided by the experts was important in 14 preparing pleadings, interviewing and deposing witnesses, reviewing documents, 15 depositions, briefing issues, and evaluating the fairness of the Settlement to the 16 Class. Plaintiffs" testifying experts authored numerous reports and rebutta l 17 reports, and were deposed for a total of fourteen days. Defendants retained nine 18 expert witnesses, each of which submitted at least one detailed report- Class 19 Counsel deposed Defendants' experts for a total of 12 days and then reviewed the 20 testimony with their experts, some of whom provided rebuttals. 21 8. Motion Practice 22 a. Defendants' motions for partial summary judgement 23 Lead Counsel opposed seven separate motions for partial summary 24 judgment . On November 6, 2003, the Court denied Defendants' first motion, and 25 also later denied their motion for reconsideration. On September 17, 2004, 26 Defendants filed five more motions for partial summary judgement- On November

27

28 5

3', 1 24, 2004, the Court decided all the motions, granting, in some instances, partia l 2 sum maiy judgement that narrowed some of the claims, but denying it as to the Y 3 others. On May 26, 2003, Defendants filed a seventh motion for partial summary 00 -4 judgment, and Lead Plaintiff applied ex pane to strike.the motion as untimely. 5 Before these motions were fully briefed, the parties reached the Settlement . 6 b. Daubert and related motions regarding expert 7 testimony 8. Class Counsel filed motions to qualify Lead Plaintiff's economic 9 experts for testimony regarding loss causation and damages issues, . and to permit 10 evidence of aggregate Class damages . Defendants moved exparte to strike both . 11 motions and to exclude evidence of aggregate damages . They also moved to 12 exclude the testimony of one of Lead Plaintif 's economic expert witnesses . To 13 - consider the aggregate damages issues, the Court conducted a two-day Daubert 14 evidentiary hearing at which the parties' econoinic experts testified- It granted 15 Defendants' motion to exclude evidence of aggregate damages. The other motions 16 are pending. _ 17 C. Other motions 18 The Court granted Defendants' motion to consolidate this action with 19 related individual actions . Defendants moved for specific time limitations for 20 trial. They then moved to strike Lead Plaintiff's estimate and to continue certain 21 deadlines for trial submissions . The Court denied the motion to strike and reset 22 trial deadlines . Class Counsel filed a motion to bifurcate the trial, which was 23 denied. The parties also filed motions in limine: .24 9. Trial Preparation 25 Teams of lawyers reviewed hundreds of thousands of pages o f 26 documents, thousands of pages of deposition testimony, and hundreds of hours o f 27

28 6

,37 1 videotaped testimony, aided by Class Counsel's use of litigation support M 2 technology . After Lead Counsel selected potential trial witnesses and decided z 3 which would be examined at trial, the attorneys designated portions of depositions U 4 for use at trial where witnesses were unavailable or for possible rebuttal . 5 : Foundational and other evidentiary issues were researched for the use of exhibits . 6 Class Counsel served requests for admission to authenticate documents an d 7 obtained foundation affidavits from the records custodians of nonparties- 8 Class Counsel prepared a number of trial submissions, including a 9 memorandum of contentions of fact and law, the . Pretrial Conference Order, 10 witness and exhlibit -lists, an initial Good-Faith Trial Estimate, jury instructions , 11 and special verdict forms. Lead Counsel worked with a nationally recognized trial 12 consulting furs to develop juror profiles, a jury questionnaire and demonstrative 13 exhibits, and to conduct focus groups as well as a simulated jury trial . Trial was 14 originally set for January 2005, was continued to April 2005, and again put over 15 until September 13, 2005. 16' 10. Settlement Negotiations 17 While preparing for trial, the parties engaged in settlement 18 discussions, but with diametrically opposed positions. In Mid-2004, the Court 19 appointed. Judge Infante to mediate settlement discussions . The parties, 20 represented. by senior attorneys, met with Judge infante for four mediation 21 sessions spanning nearly a year. They presented comprehensive mediation 22. statements to the mediator and discussed with him all facets of the case . Counsel 23 for both sides had numerous telephone conversations with the Judge as part of the 24 mediation.

25

26

27

28 7 11. The Settlement At the conclusion of the final mediation session on June 13, 2005, Judge Infante proposed that the parties settle the case for $150 million- Both CJa parties accepted the proposal. B. Procedural Summary' On June 27, 2005, Judge Taylor issued an Order for Preliminary Approval of Class Action Settlement, Approval of Class Notice, and Request for Settlement Hearing. On July 5, 2005, this action was transferred to this Court. 1 Currently before this Court is : (1) Lead Counsel's Motion for . 1 Approval of Lead Counsel's Application for Award of Attorneys' Fees and 1: Reimbursement of Expenses ; (2) Class Plaintiffs' Motion for Final Approval of 1: Settlement; and (3) Class Plaintiffs' Motion for Final Approval of Proposed Plan 14 of Allocation. H. Discussion It A. Analysis Lead Counsel, on behalf of all Plaintiffs' counsel ("Class Counsel"), V seeks an award of attorneys' fees equal to 25% of the Settlement Fund, which is 1s $37,500,000, plus reimbursement of out-of-pocket litigation expenses in the 2C amount of $3,740,857.33. For the reasons explained below, this Court finds that 21 an award of attorneys' fees equal to 25% of the net Settlement Fund after 22 deducting expenses of $3,740,857 .33 is reasonable ($36,564,785.67). 23

24

25

26 27 'This Court sets forth only an abbreviated procedural history..

28 8 1 1. The Ninth Circuit has established 25%- of the recovery as 0 . W 2 the "benchmark' fee award 3 In cases like this, wherea common fwid has been obtained on behalf U .r5 4 . of a class, the Ninth Circuit has established 25% of the recovery as the 5 "benchmark" award for attorney fees . See Vizcaino v Microsoft Corp., 290 F.3d 6 1043,1047 (9* Cir. 2002)(citing Paul. Johnson. Altston 8 Hunt v. frraulty 886 7 F.2d 268, 272 (90i Cir. 1989)). In Vizcaino, the Court approved a 28% fee and 8 attached to its opinion a summary of percentage fee awards from 34 common fund . 9 settlements ranging in size from $50 million to $200 million' Id . at 1050. 10. Furthermore, as cited to by Lead Counsel, this Court recently observed tha t 11 "Federal courts have consistently approved of attorney fee awards over the 25% 12 benchmark." In re Heritage Bond Litig., No. 02-W,1475 DT, 2005 WL 13 1594403, at *18 it. 12 (C.D. Cal. June 10, 2005)(talding notice of more than. 200 14 federal cases in which a fee of 30% of higher was awarded)3 15 2. No special circumstances warrant departure from the 25% 16 benchmark 17 The 25% benchmark may be adjusted "when special circumstances 18 indicate that- the percentage recovery would be either too small or too large in light 19 of the hours devoted to the case or other relevant factors." Six Mexican Workers 20 21 2 Those awards were as high as 40%, with most "clustered in the 20-30% 22 range." Vizcaino. 290 F.3d at 1050. 23 ' Lead Counsel also cite to In re Rite Aid Corp: Sec. Litig., 396 F.3d 294, 24 298 (3d Cir. 2005), wherein John C . Coffee of Columbia University gathered 25 statistical data from other securities fraud class settlements . and found that fees of 25-30% fees were "fairly standard" in so-called "mega fiend" class action s 26 involving settlements between $100 and $200 million . M. at 298 (citation 27. omitted).

2S 9

10 I v. Ariz. Citrus Growers. 904 F.2d 1301, 1311 (9t` Cir. 1990). Any departure from 2 the 25%.benchmark ` nmst be accompanied by a reasonable explanation of why theT 3 benchmark is unreasonable tinder the circumstances ." Paula Johnson, Alston & s-. 4 Hunt v. Crraulty, 886 F.2d at 273. 5, a. Class Counsel 's lodestar confirms the reasonableness 6 of the requested fee awar d 7 In considering whether an adjustment from the benchmark i s .8 warranted, this Court looks to Class Counsel's lodestar amount . The Ninth Circuit 9 also allows attorneys' fee awards to be based on a lodestar calculation . See. e.g. -10 In re Washington-Pub. Power Supply Sys. Litig., 19 F.3d 1291, 1296 (9th Cir. 11 . 1994)(recognizing `Sno presumption in favor of either the percentage or the 12 lodestar method encumbers the district court's discretion to choose. one or the 13 other"); Six Mexican Workers v. Ariz. Citrus Growers. 904 F.2d at 1311 (noting 14 that the particular circumstances of a case dictate whether the. Percentage method 15 or the lodestar method is appropriate). In the case of a liquidated recovery like 16 this one, however, this Court can .examine counsel's lodestar as a "cross-check" to 17 confirm that the requested percentage fee award is reasonable . See e.g, Vizcaino, 18' 290 F.3d at 1050-51 (`Thus, while the primary basis of the fee award remains the .19 percentage method, the lodestar may provide a useful perspective on the 20 reasonableness of a given percentage award."). 21 Here, the aggregate lodestar of Class Counsel is $20,706,908 .00 22 based on historical rates and $22 ,825,234.25 based on current rates. (Mills Decl. 23 at 1 67.) These amounts translate, respectively, into a multiplier of 1 .81 of 1 .64. 24 (u.) This multiplier is in the bottom of the range approved by courts in other 25 cases of comparable size. (See Mills Deci., Exh. 6.) In addition, a multiplier is 26

27 28 10 1 supported by the fact thai this case was litigated virtually all the way to trial : As C I T-1 2 such, a lodestar analysis supports the reasonableness . of the requested fee award . 3 -b. Other relevant factors militate against a departure 4 from the 25% benchmark 5 Class Counsel also. contend that other factors . strongly militate against 6 a departure from the 25% benchmark der factors to be considered in deciding 7 whether the benchmark should'be adjusted include: (1) the result obtained for the 8 class; (2) the effort expended-by counsel;. (3) counsel's experience; (4) counsel's 9 skill; (5) the complexity of the issues ; (6) the risks of non-payment assumed by 10 counsel; and (7) the reaction of the class. See In re Quintus Sec. Litig., 148 F. 11 Supp. 2d 967, 973-7.4 (N,D. Cal. 2001); In re Oracle Sec. Lit., 852 F. Supp. 1437, 12 1449 (N.D. Cal. 1994). This Court agrees with. Class Counsel that these factors 13 weigh against any adjustment of the 25% benchmark . 14 - (1) The result obtained for the clas s 15 The recovery of $150 million, which is already earning interest, is an 16 exceptional result given the complexity of the case, and despite keenly contested -17 and very complex facts . For example, although the SEC inquired into Broadcom's 18 accounting practices, it did not launch a formal investigation . In addition, th e 19 claims are predicated in significant part on technical accounting rules, regression 20 studies, sophisticated damages models and other arcane testimony . Because of 21 these challenges, the large and immediate benefit for the Class supports th e 22 requested fee. - 23 (2) The effort expended by counsel - 24 As detailed in the Mills Declaration (11125-61), Lead Counsel 25. coordinated teams of lawyers and paralegals, litigation-support software, exper t 26 witnesses and jury consultants to prosecute this case .. To develop their case; Class

27 : .

28 11

92. 1 Counsel reviewed hundreds of thousands of pages ofdocuments, interviewed u 2' numerous witnesses, took or defended more than 90 depositions in the Unite d 3 ' States and abroad, researched and dra fted thousands of pages -of briefs, 'declarations, trial submissions and other documents, fought dozens .of notions, 5 consulted with a team of experts, analyzed numerous dense, highly technical 6 expert reports; and spent thousands of hours preparing for trial . After extensive 7' investigation in order to build a compelling case, Class Counsel spent four years in 8 litigation against Defendants ' aggressive lawyers, and then'they -engaged in 9 difficult settlement negotiations. This enormous effort supports the benchmark fee 10 award. .l.i (3) Counsel's experience 12 As described in the fine biography, Lead Counsel and the team are I3 among the most experienced in the field of securities litigation. (Mills DecL, Exh. 14 8.) The firm has successfully prosecuted: class actions across the nation, including

15 many securities fraud cases. 16 (4) Counsel's skill 17 Judge Taylor commented favorably on the skill of.Class Counsel and 18 their adversaries, noting that they demonstrated "an extremely high level of 19 lawyering." (Mills Decl., Exh. 7 at p. 18) He recognized that "[a] great deal of 20 hard work went into it over quite a period of time. Some fascinating motions and 21 a great deal of good lawyer work." (Id. at 19.) Class Counsel 's ability to obtain a 22 favorable settlement despite formidable opposition confirms their immense skill . 23 (5) Complexity of the issues 24 This case presented both legal issues offirst impression and complex 25 factual issues turning in great part on expert testimony about highly technical 26 accounting issues and the application of obscure economic theory to intricate sets 27

28 12 I of factual permutations . Much of the law governing the parties' claims and . 2 defenses is sparse, unsettled and still -evolving. Adding to the complexity was the n 3 sophistication of Defendants' alleged scheme, its complicated implementation, and tj 4 the application of technical and emerging GAAP standards to the creativ e 5. accounting used to report Broadcom's revenue . Pleading adequate facts to 6 -describe Defendants' scheme and marshaling the evidence to respond to numerous 7 summary judgment motions and for trial demanded a monumental and coordinated 8 effort. 9 (6) Risks of non-payment assumed by counsel 10 Lead Counsel assumed a substantial risk that there would be no 11 recovery when it took the case on a contingent fee basis . Given the demanding 12 standards for pleading securities fraud, many cases are dismissed at the threshold . 13 A case that survives motions'to dismiss later confronts summary judgment 14 motions, Daubert challenges and the uncertainty of trial . The complexity and 15 subtlety of Defendants' scheme and the quality of the opposition added to th e 16. uncertainty of 'success. Despite this, Class Counsel devoted a massive number of 17 hours and incurred over $3 .74 million in expenses over four years with no

18 compensation.

19 3. Public policy considerations also support the requested fee

20 award 21 Finally,. as Class Counsel-contend, important public policy 22 considerations -also support the requested fee award. Recognizing that the federal 23 securities laws are remedial in nature, the courts have encouraged fee awards that .24* fairly reward attorneys who have served the Congressional purpose of enforcing 25 the laws with private lawsuits. See. e.g., Basic Inc. v. Levinson, 485 U.S. 224

26 (1988). "Filing of contingent lawsuits . . . should-not be chilled by the imposition

27 28 13 1 of fee awards which fail to adequately compensate counsel for the risks o f w 2 pursuing such litigation and the benefits which would not otherwise have been 3 achieved but for their persistent and diligent efforts ." In re Prudential-Bache 4 Energy Income P'ships Sec . Lit M.D.L. 889, 1994 WL 202394, at 8 . 5 . 4. None of the objectors show special circumstances to depart 6 from the requested fee .award 7 In light of the above, this Court finds that the proposed fee awar d 8 conforms to the 25% benchmark adopted by the Ninth Circuit. Such fee award is 9 supported by Class Counsel's lodestar as well as other relevant factors . 10 Nonetheless, some Class members have objected to the requested fee award. As 11 set forth above, these objecting Class members must show special circumstances 12 to disturb the presumptive validity of-the proposed fee of 25% of the Settlement 13 Fund. As explained below, these objectors have failed to make such a showing . 14 a. Objector Brian Fitzpatrick ("Fitzpatrick") 15 Fitzpatrick contends that the fees are excessive because Clas s 16 Counsel settled this case for less than three cents on the dollar of damages . He 17 also contends that the fees are excessive because they give Class Counsel a 18 multiplier on their hourly rates for time spent on the case after it was certified. 19 Fitzpatrick argues that Class Counsel are not entitled to any multiplier for work 20 put in after certification of-the class because, he claims, "once a securities class 21 action is certified, it is nearly certain that it will be settled. . . . once the class is 22 certified, there is virtually no risk of a defense verdict remaining in the suit." 23 First, "[i]t is well-settled law that a cash settlement amounting to only 24 a fraction of the potential recovery does not per se render the settlemen t 25 inadequate or unfair." In re Heritage Bond Litig., 2005 WI. 1594403 at *8 26 (quoting Officers for Justice v. Civil Servs. Comin'n, etc ., 68.8 F.2d 615, 628 (91' 27 28 14 I 'Cir. 1982)). Second, even if this case were settled for "less than three cents on th e 2 dollar of damages," such a result would be entirely in line with the average ' 3 recovery in securities class action cases. See id. (finding the average recovery by 4 settlement to be 2 .3% of claimed damages in 2004). 5 With respect to Fitzpatrick's claim that "there is virtually no risk of a .6 defense verdict" once the class is certified, Fitzpatrick offers no legal authority to 7 support such an opinion. In this case, Class Counsel point to significant events in 8 the litigation which occurred after class certification. Defendants brought 9- numerous motions for summaryjudgment and challenged the opinions of Class 10 Plaintiffs' expert economist under Daubert. In addition, Defendants suggested 11 that certification of the Class may have been improper . As such, this Court agrees 12 that it is unrealistic to suggest that settlement was a foregone conclusion when the 13 Court certified the Class_ Finally, Class Counsel point to the fact that Courts . 14 routinely grant percentage awards that necessarily result in multipliers in securities 15 class action settlements that occur post-certification because the risk of n o 16 recovery exists well after a class is certified. (See cases cited in Lead Counsel's 17 Reply Memorandum at p . 8.) 18 - b. Objector Rinis Travel Service, Inc. Profit Sharing . 19 Trust U.A. 6-1-1989 ("Rinis") 20 Rinis contends that the requested percentage fee is unreasonable and 21 excessive in comparison to the normal and/or average percentage that is awarded 22 for class action recoveries of this size . In support, it relies on a study which shows 23 that the average percentage being awarded for all cases in excess of $100 million 24 is 15.1%. It argues that there is nothing in this settlement which would justify a 25 percentage fee (25%) which would exceed the average fee award .

26 27. 28 - - 1b

LA i 1-, 1 In response, Class Counsel provide support that the "normal and/or 0 uU 2 average percentage that is awarded for class action recoveries of this siz e 3 ($150,000,000)" is actually between 25 and 30 percent . In In re Rite Aid Cor ). 4 Sec. Litia., 396 F.3d 294, 298 (3d Cir. 2005), Professor John C. Coffee of 5 Columbia University gathered statistical data from other securities fraud-clas s 6' settlements and found that fees . of 25-30% fees were "fairly standard" in so-called 7 "mega fund" class actions - involving settlements between $100 and $200 million . 8 The chart offered. by Rinis is neither specific to class actions nor is limited to- 9 settlements in the $100-million range. As such, this Court agrees that the chart is 10 largely irrelevant to the Coup's determination of whether a 25% fee award to 11 ' Class Counsel is fair and proper. 12. C. Objector Joel E. Reed ("Reed") 13 Reed objects to the fee award on the basis that Class members "ar e 14 getting relatively nothing as respect to the losses ." He states that his "damage" per 15 share amounted to $150 .00 per share, and that the settlement represents 0.19% of 16 his loss. He concludes that Counsel does not deserve to receive a fee of any

17 magnitude .

18 Reed fails to acknowledge that injured Class Members will receive 19 $150 million in cash r significant when compared to other settlements in securities 20 class actions- Also,. the recovery is excellent when weighed against the risks the 21 Class faced ofno recovery at all. Recognizing that, and having been fully 22 apprised by capable counsel for both sides during twelve months of mediation 23 sessions, the $150 million Settlement was proposed by the mediator . Furthermore,

24 although the Settlement results in the Class receiving only a portion of its potential

25 recovery, "lilt is well-settled law that a cash settlement amounting to only a

26 fraction of the potential-recovery does not per se render the settlement inadequate

27

28 I:6

41 I -or unfair." Heritage Bond 200.WL5 1594403 at *8 (quoting Officers for Justice a_5 2 v. Civil Servs- Comm'n,etc.. 688 F.2d 615,-628 (96 Cir. 1982)). Similarly, it does ' -' 3 not lead to the conclusion that Class Counsel is entitled'to something less than the 4 25% benchmark fee award adopted by the Ninth Circuit in comparable cases . 5 d. Objector Jaines.T. Samuelson ("Samuelson") Samuelson submits a "Request for Exclusion from Class Action 7 Settlement and Petition to Limit Attorneys' Fees ."' He asks the Court to award - 8 Class Counsel "their claimed actual costs and expenses, plus $1" as "[djoing so .9 would signal an end to these class action law suits that unjustly enrich plaintiff s 10 attorneys[.]" 11 This Court agrees with Lead Counsel that Samuelson's request lacks 12 any basis. In addition, Samuelson's position runs afoul of the principles 13 enunciated by the Supreme Court. See, a g., Deposit Guaranty Nat. Bank. 14 Jackson. Miss. v. Roper, 445. U.S. 326, 339 (1980)(fnding that "[w]here it is not 15 economically feasible to obtain relief within the traditional framework of a 16 multiplicity of small individual suits for damages, aggrieved persons may be 17 without any-effective redress unless they employ the class action device ."). 18 5. Reimbursement of the necessary and reasonable expenses is 19 warranted 20 Lead Counsel also requests reimbursement for necessary and 21 reasonable expenses of $3,740,857 .33 advanced to prosecute this case to 22 settlement. The expenses are summarized in the Mills Declaration . (See-Mills 23 Decl. at 1 84., -Exh. 5.) The bulk of counsels' expenses were for the services o f 24

25 4 Samuelson seeks. to be excluded from the Settlement ",on principle.' 26 .However, pursuant to the August 31, 2004 Order of Judge Taylor, Samuelson was - 27 required to opt-out of the Class by November 15, 2004. 28, - 17 1 Lead Plaintiffs experts and consultants ($1,565,640 .52), the costs of f3 2 disseminating the Pendency Notice to Class members ($324,299 .00), the services 3 of jury consultants ($205,165 .80), and court reporting and video services rendered:-I 4 in connection with depositions ((l 95,Z93 .84)-. Based on the supporting. evidence, 5' . this Court finds that reimbursement of these expenses is warranted . 6 B. Conclusion 7 Accordingly, this Court grants Lead Counsel's Motion for Approval 8 of Lead Counsel's Application for Award of Attorneys' Fees and Reimbursement 9 of Expenses . Class Counsel is awarded attorneys' fees in the amount of io $36,564,785.67 and expenses in the amount of $3,740,857 .33. 11 This Court specifically disapproves and rejects Lead Plaintiff's 12 Counsel's request .to apportion the attorneys'- fee as between Lead Plaintiff's 13 . Counsel and the other participating Plaintiffs' Counsel. This Court is of the 14 opinion that. this is a non-delegable responsibility and duty of the trial court. 15 Instead, this Court will retain jurisdiction over this case to apportion the fees as 16 between Lead Plaintiff's Counsel and the other participating Plaintiffs' Counsel in 17 the event any dispute arises as to the division of attorneys' fees .

18

19 IT IS SO ORDERED.

20 DICKRAN TEVRIZIAN 21 DATED : Dic an Tevnzinn, Tudge 22 United States District Court

23 24

25

27 28 18 EXHIBIT E UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x IN RE AOL TIME WARNER, INC . X MDL Docket No . 1500 SECURITIES AND "ERISA" LITIGATION x 02 Civ . 5575 (SWK) X x OPINION & ORDER ------X SHIRLEY WOHL KMAM , U .S .D . J .

This Opinion considers the fairness of a $2 .65 billon class

action settlement (the "Settlement") reached in the securities

litigation arising from America Online, Inc . ("AOL") and AOL

Time Warner, Inc .'s ("AOLTW") allegedly fraudulent accounting of

advertising revenue during, and in the years immediately

preceding, AOL's merger with Time Warner, Inc . ("Time Warner") ."

Coming on the heels of AOLTW's $150 million settlement with the

Department of Justice ("DOJ")2 and its $300 million settlement

with the Securities and Exchange Commission ("SEC"), this

Settlement marks the conclusion of the primary shareholder

lawsuit against the Company .

1 Although Defendant AOLTW has changed its name to Time Warner, Inc ., for clarity, the Court will continue to refer to the merged entity as AOLTW, or the Company . 2 The DOJ directed that the $150 million fund established by its settlement with the Company be used for AOLTW's settlement of securities litigation. AOLTW allocated that entire sum to the instant Settlement, in addition to the $2 .4 billion provided by AOLTW and the $100 million provided by AOLTW's auditor, Ernst & Young LLP ("Ernst & Young"), under the terms of the Settlement . The Settlements inclusion of the entire $150 million from the DOJ settlement is the basis of one of the objections discussed below . See infra Part II .E .1 .

EXHIBIT E

50 Although Lead Plaintiff's Counsel distributed approximately

4 .7 million Settlement notifications to putative Class Members,

the Court has received only six objections to various facets of the Settlement, one of which was withdrawn prior to the fairness hearing.3 Of the remaining objections, two contest the

reasonableness of the Settlement amount, and there are

individual objections to the adequacy of the Clas s

representative , the Settlement Notice , and the Plan of

Allocation. After briefly commenting on the Court ' s earlier

certification of the Settlement Class , reviewing - the standards

for the approval of class action settlements , and addressing the

aforementioned objections, the Court grants Lead Plaintiff's

petition for approval of the Settlement .

I . Background

This Settlement is the culmination of over three years of

litigation and seven months of mediation with a Court-appointed

special master . The relevant history of the litigation through

May 5 , 2004 is described -in the Court ' s opinion considering

Defendants ' motions to dismiss . See in re AOL Time Warner, Inc.

Sec . & '`ERISA " Litig . , 381 F. Supp . 2d 192 (S .D.N .Y . 2004)_ The

Court presumes familiarity with that opinion.

As explained in greater detail below, two of the six objections were filed by parties acknowledging that they are not members of the Class, including the party that withdrew its objection . See infra Parts I . C & II . E . Plaintiffs allege that two of the other objectors also lack standing to object to the Settlement .

2 A. The Fraudulent Accounting Allegation s

In brief, Plaintiffs allege that AOL and AOLTW improperly accounted for dozens of advertising transactions, inflating revenue for fifteen quarters between 1998 and 2002 . These transactions were allegedly designed to create the appearance that they were generating revenue, despite providing completely illusory benefits to the Company .

Plaintiffs describe myriad sham transactions between AOLTW and over a dozen separate companies . For example, Plaintiffs allege that AOLTW engaged in a number of three-legged 'round- trip" transactions with the internet vendor Homestore . In the first "leg" of such transactions, fiomestore would pay a third party for services and products that it did not need . In the second leg, the third party would purchase advertising from

AOLTW with the money it received from Homestore . Finally, AOLTW would purchase advertising from Homestore in substantially the same amount as the third-party's purchase of advertising from

AOLTW . While capital flowed to each of the parties and appeared to increase AOLTW's advertising revenue, the parties received no real benefits apart from their inflated earnings statements . See

In re AOL Time Warner, 381 F . Supp . 2d at 226 . These round-trip

3

52 transactions are representative, but hardly exhaustive, of

Plaintiffs' allegations . '

Ultimately, Plaintiffs allege that these fraudulent schemes

resulted in AOLTW's overstatement of revenue by at least $1 .7

billion, inflating the value of AOLTW stock and causing billions

of dollars in damage to investors, in violation of the federal

securities laws .

B . Motion Practice

The Court evaluated Defendants' motions to dismiss the

Complaint, and, on May 5, 2004, issued an opinion denying the motions in large part and preserving a wide variety of claims

against AOLTW, Ernst & Young, and a half dozen individual

defendants . Shortly thereafter, the Court granted Plaintiffs

leave to amend their Complaint . Plaintiffs filed a Second

Amended Complaint on August 23, 2004 .

Subsequent to the Court's denial of Defendants' motions to dismiss, Plaintiffs initiated formal discovery and began

reviewing over 15 .5 million documents turned over by AOLTW .

(Heins Deci . '1 7, Dec . 2, 2005 .1 In addition, Plaintiff s

responded to Defendants' substantial document requests an d

4 AOLTW is also alleged to have employed such techniques as "jackpotting" (repetitive display of an advertising partner's advertisements immediately before a reporting period), the conversion of non-advertising proceeds into advertising revenues, and the impermissible double-booking of valid advertising revenue . (Second Am . Compl . 1 15 . )

4 interrogatories, battled over various aspects of their and

Defendants' . discovery requests, and engaged in extensive negotiations to address Defendants' claims to privileged documents . (Heins -Decl . It 65-69 . 1 On the basis of relevant discovered materials, Plaintiffs not only supplemented their existing claims, but eventually drafted a Third Amended

Complaint and petitioned the Court for leave to amend .

.Plaintiffs later indicated that they had identified "over 100 separate transactions which [they] thought were material to their allegations ." (Final Approval Hr'g Tr_ 4-5, Feb . 22,

2006 .) By the time they entered into the Settlement, Plaintiffs bad-laid "the groundwork to prepare for hundreds of merits and expert depositions to occur in the fall and spring of 2005-

2006 ." (Heins Decl . 1 37 . )

Meanwhile, Defendants drafted a motion for summary judgment, alleging that Plaintiffs failed to establish loss causation as a matter of law . The standard for loss causation has been the subject of substantial litigation over the past several years . in the interval between the filing of the motion to dismiss and the instant Settlement, the Second Circuit and

Supreme Court have weighed in with a number of influential opinions, altering the relevant legal standards for active securities lawsuits . The most recent Supreme Court precedent addressing loss causation, Dura Pharms ., Inc . v . Broudo , 54 4

5

51 U .S . 336 (2005), was argued and decided in the months

immediately following the final briefing of Defendants' motion

for summary judgment . With a decision on that motion pending, the parties entered a phase of intense and protracted settlement discussions .

C. The Settlement

in late 2004, . the Court appointed Paul D . Wachter as special master for discovery in this litigation . Special Master

Wachter proceeded to play a prominent role mediating settlement negotiations between the parties . During the mediation sessions before Special Master Wachter, the parties discussed the viability of their respective claims and defenses, the role of emerging securities law precedent, and their widely divergent views of potential outcomes .

Plaintiffs relied on their Complaint, a variety of economic experts, and the results of their massive discovery operation to buttress their claims that the Class sustained extensive damages . On the other hand, Defendants insisted, and continue to insist, that their accounting statements were not fraudulent and that, even if such allegations could be proved, such fraud did not cause the declining price of AOLTW stock . After nearly seven months of involved settlement negotiations overseen by Special

Master Wachter, the parties entered into a Memorandum of Understanding on July 29, 2005, and began preparing a

Stipulation of Settlement .

The Stipulation of Settlement resulted from a second round of negotiations between Lead Plaintiff's Counsel and representatives of the nine fizzes representing Defendants . The parties negotiated a number of complex issues essential to the

Settlement, including the Defendants' right to termination of the settlement, the scope of releases, and the specific language of the Stipulation. At the same time, Lead Plaintiff's Counsel drafted supplemental documents, including the Notice to the

Class, the Proof of Claim and Release, and the Plan of

'Allocation . After finalizing the drafts of all relevant documents, the parties petitioned the Court for preliminary approval of the Settlement-

On September 28, 2005, the Court held a preliminary approval hearing to address the Settlement materials provided by the parties . After reviewing those materials (including the

Stipulation of Settlement, draft notice material, the Plan of

Allocation, and supporting memoranda) and considering the issues

raised at the preliminary approval hearing, the Court provided

the parties an opportunity to modify the notice procedures and

.opt-out requirements . On September 30, 2005, the court issued

orders certifying the Class for settlement purposes and preliminarily approving the Settlement . Upon receiving

7 preliminary approval of the Settlement, Plaintiffs commenced the mailing and publication of the Settlement Notice . 5

Lead Plaintiff's counsel retained Gilardi & Co ., LLC (the

"Settlement Administrator" or "Gilardi") to administer the

Settlement . The . Settlement Administrator initially maile d

115,080 "Notice Packages" to the names and addresses provided by

AOLTW's transfer agent .6 The Settlement Administrator also contacted the brokerage houses that hold securities in "street name" for beneficial owners, giving those institutions the

option to mail Notice Packages directly to the beneficial owners

or to provide Gilardi with a list of those owners' addresses .

(Forrest Decl . 11 5, Jan. 1, 2006 .) In addition, summary notice s

were published over the course of two weeks on separate weekdays

in the New York Times, Wall Street Journal, Financial Times, and

USA Today . (Forrest Decl . 1 7 .) The Settlement Administrator has mailed more than four and a half million more Notice Packages i n

A short time later, in compliance with the terms of the Stipulation of Settlement, Defendants deposited the $2 .65 billion Settlement Fund into an escrow account . The Fund has earned approximately $303,000 a day for the benefit of the Settlement Class since its deposit . (Pls .' Br . In Support of Final Approval 1, Jan . 30, 2006 . ) 6 Each Notice Package included a "true and correct copy of the Notice,. including the Proof of Claim and Release, the Plan of Allocation, and the Request for Exclusion from Securities Class :" (Forrest Decl . 1 2, Jan. 1, 2006 .) These materials were also available at the website maintained throughout the course of this Settlement . See AOL Time Warner Securities Litigation Settlement, bttp ://www.aoltimewarnersettlement .com (last visited March 20, 2006) .

8

57 response to requests from putative Class Members . (Forrest Decl_

¶6 .)

The Settlement Administrator initiated its mailing in early

October, shortly after the Court's preliminary approval of the

Settlement . The Notice set two important deadlines for responses to the Settlement : (1) objections to the Settlement and requests to'opt out of the Settlement were to be filed by January 9,

2006, while (2) Settlement claims were to be submitted by

February 21, 2006 . By the January 9 objection deadline, the

Court had received four objections from putative Class Members , and two motions to intervene, and object to the Settlement, one of which was withdrawn shortly thereafter . '

On February 22, 2006, the Court conducted the final approval hearing . At the hearing, both Lead Plaintiff's Counsel and defense counsel for AOLTW were given the opportunity to make

final remarks supporting the fairness of the Settlement . At that time, Lead Plaintiff's Counsel reported that almost all significant holders of affected stock had filed claims to the

.Settlement and noted the lack of significant opposition or

adverse comment by institutional investors with Settlement

claims . Not one of the formal objectors attended or spoke at th e

Plaintiffs in the ERISA action stemming from the same operative facts as the instant lawsuit initially submitted a motion to intervene and object to the Settlement on January 7, 2006, but voluntarily withdrew their motion on January 27, 2006 . Accordingly, the Court declines to address their objection .

9 hearing, each of them resting on her papers . Further, nobody attending the hearing contested the fairness of the Settlement .

The Court reserved judgment, pending this written Opinion .

II . Discussion

A. Certification of the Settlement Class

On September 30, 2005, the Court certified the Class for settlement purposes . This section briefly supplements that Order with the facts supporting class certification under Federal Rule of Civil Procedure 23 .

1 .Numerosity

To qualify for certification, a class must be "so numerou s that joinder of all members is impracticable ." Fed . R . Civ . P .

23(a)(1) . Here, more than 4 .7 million Settlement Notices have been mailed to putative Class Members and the Settlement

Administrator has received approximately 600,000 cl aims . Hence,

the numerosity requirement is clearly satisfied .

2 . Commonality

Rule 23(a) (2) requires that "there are questions of law or

fact common to the class ." Fed . R. Civ . P . 23(a)(2) . '"[WJhere putative class members have been injured by similar misrepresentations and omissions, the commonality requirement is

satisfied.' Fogarazzo v . Lehman Bros ., Inc . , 232 F.R.D . 176, 180

(S..D.N.Y. 2005) . (citations omitted) . Plaintiffs allege that the

Class suffered damages as a result of three and a half years o f

10

5} AOLTW's misrepresentations about the Company's financial condition and its fraudulent accounting practices . Due to the public nature . of Defendants' financial statements and the breadth of the alleged fraud, the issues of law and fact underlying this liti gation are common to the Class .

3 . Typicality

Under Rule 23(a)(3), the interests of the class representatives most be "typical of the claims . . . of the class ." Fed. R . Civ . P. 23 (a) (3) . This requirement is satisfied if "each class member's claim arises from the same course of events, and each class member makes similar legal arguments to prove the defendant's liability ." Robinson v . Metro-North

Commuter R .R . Co . , 267 F.3d 147, 155 (2d Cir . 2001) (citation omitted) . Further, a class representative's claims "are not typical if that representative is subject to unique defenses ."

Fogarazzo , 232 F .R.D. at 180 (citation omitted) .

Here, Lead Plaintiff, like all Class members, claims damages allegedly caused by Defendants' misrepresentation of

AOL's financial health, including the overstatement of advertising revenues to artificially inflate the stock of AOL and AOLTW . The legal theories pleaded by Lead Plaintiff, numerous violations of the federal securities laws, are shared by all Class Members . Furthermore, no unique defenses may be

1

(gQ asserted against Lead Plaintiff that would make its claim s atypical . As such, the typicality requirement is satisfied .

4 . Adequacy

Rule 23(a)(4) requires that the class representatives

"fairly and adequately protect the interests of the class ." Fed .

R. Civ. P. 23(a) (4) . In considering a class representative's adequacy, the court asks whether the representative (1) has any interests that conflict with the rest of the class, and (2) is represented by qualified and capable legal counsel . Baffa v.

Donaldson, Lufkin & Jenrette Sec . Corp. , 222 F .3d 52, 60 (2d

Cir. 2000) (citation omitted) .

On several occasions throughout the course of this litigation the Court has commented favorably on Lead Plaintiff's representation of the Class . See In re AOL Time Warner, Inc .

Sec . & "ERISA" Litig . , No . MDL 1500, 2003 WL 102806, at *2

(S .D .N .Y . Jan . 10, 2003) ; In re AOL Time Warner, 381 F. Supp . 2d at 208 n .8 . Lead Plaintiff's conduct during the Settlement has not altered the Court's earlier findings . All Class Members,

including Lead Plaintiff, seek to obtain the largest possible

recovery for losses . resulting from Defendants' alleged misconduct . Lead Plaintiff has successfully prosecuted the

claims it shares with the rest of the Class, resulting in the

$2 .65 billion Settlement at issue . There is no evidence that

Lead Plaintiff's interests conflict with the rest of the Class .

12

(V i Similarly, the Court continues to be impressed with the quality of 'representation provided by Lead Plaintiff's Counsel, its prosecution of the lawsuit, and its negotiation of the

Settlement . See also In re AOL Time Warner , 2003 WL 102806, at

*2; infra Part II .C . Both Lead Plaintiff and its choice of counsel satisfy the adequacy requirement of Rule 23(a)(4) .

5 . Maintainability

In addition to finding that a class meets the requirement s of Rule 23(a), courts must ascertain whether the class is maintainable under one of the Rule 23(b) criteria . One commonly applied criterion requires "that the questions of law or fact common to the members of the class predominate over an y questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy ." Fed . R . Civ . P .

23(b) (3) .

With respect to the first Rule 23(b) (3) prong, the Supreme

Court has noted that predominance is "readily met in certain cases alleging . . . securities fraud . . . ." Amchem Prods . v.

Windsor , 521 U .S . 591, 625 (1997) . This case readily illustrates that principle . Allegations of Defendants' misrepresentations and the improper inflation of AOL's accounting revenues underlie the factual and legal claims of every Class Member . See supra

13

C2 Part II .A .2 . The Court is satisfied that common questions of law and fact are predominant .

With respect to the second Rule 23(b) (3) prong--the superiority of the class action to other methods of adjudicating the controversy--securities cases like this one "easily satisfy" that requirement . In re Blech Sec . Litig . , 187 F.R.D . 97, 107

(S .D.N .Y . 1999) . The Settlement provides a vehicle of recovery for individuals that would find the cost of individual litigation prohibitive, yet allows anyone wishing to initiate her own lawsuit to opt out of the Settlement . The Court's previous decision to consolidate this litigation is also consistent with the Settlement . The Settlement offers a single

forum to resolve the common claims of millions of potential

Class Members and prevents the initiation of countless claims in

state and federal courts throughout the nation . Finally, at this

stage, the risk of encountering any serious difficulty in managing the Class is negligible . Maintainability is satisfied

here .

B . Standard for Final Approval of Class Action Settlements

Federal Rule of Civil Procedure 23(e) governs th e

settlement of class action litigation . Courts may approve class

action settlements after proponents of the settlement have

distributed adequate notice of the proposed settlement and the

settlement has been the subject of a fairness hearing . Fed . R .

14 Civ. P . 23 (e) (1) . The touchstone for court approval is that the settlement be "fair, reasonable, and adequate," Fed . R . Civ . P .

23(e)(l)(C), and "not a product of collusion ." Dr Amato v .

Deutsche Sank , 236 F .3d 78, 85 (2d Cir . 2001) (citing Joel A . V .

Giuliani, 218 F.3d 132, 138 (2d Cir . 2000)) ; see also Wal-Mart

Stores, Inc . v . Visa U .S .A. Inc . , 396 F.3d 96, 116 (2d Cir .

2005), cert denied, 125 S . Ct . 2277 (2005) .

Courts analyze a settlement's fairness, reasonableness and adequacy with reference to both "the negotiating process leading up to settlement as well as the settlement's substantive terms ."

D'Amato, 236 F .3d at 85 . The court may not engage in mere

"rubber stamp approval" of the settlement, yet it must "stop short of the detailed and thorough investigation that it would

undertake if it were actually trying the case ." City of Detroit v . Grinnell Corp . , 495 F .2d 448, 462 (2d Cir . 1974) .

Further, courts should be "mindful of the `strong judicial policy in favor of settlements., particularly in the class action

context ." Wal-Mart , at 116 (quoting In re PaineWebber Ltd .

P'ships Litig . , 147 F .3d 132, 138 (2d Cir . 1998)) . As the Second

Circuit has long recognized, "*[t]here are weighty

justifications, such as the reduction of litigation and related

expenses, for the general public policy favoring the settlement

of litigation ." Weinberger v . Kendrick , 698 F.2d 61, 73 (2d Cir .

15

(p3 1982) . This concern is reinforced by the Court's analysis of both the procedural and substantive fairness of the Settlement .

C. Procedural Fairness : The Negotiation Proces s

"A court reviewing a proposed settlement must pay close attention to the negotiating process, to ensure that the settlement resulted from 'arms -length negotiations and that plaintiffs' counsel have possessed the experience and ability , and have engaged in the discovery, necessary to effective

'representation of the class's interests . " D' Amato , 236 F . 3d at

85 (quoting Weinberger , 698 F .2d at 74)_ This inqui ry into a

settlement's procedural fairness helps to ensure that the

settlement is not the product of collusion . Evidence of arms-

length negotiation between experienced counsel that have engaged

in meaningful discovery may give rise to a presumption of

fairness . Wal-Mart , 396 F .3d at 117 (citation omitted) .

In evaluating a settlement's procedural fairness, th e

Second circuit has noted that that "a court-appointed mediator's

involvement in pre-certification settlement negotiations helps

-to ensure that the proceedings were free of collusion and undue

pressure ." D'Amato, 236 F .3d at 85 (citing County of Suffolk V .

Long Island Lighting , 907 F .2d 1295, 1323 (2d Cir . 1990)) .

Courts in this District have also commented on the procedural

safeguards inherent in cases subject to the PSLRA, wherein the

lawyers are not "mere entrepreneurs acting on behalf of purel y

16 nominal plaintiffs," but are "selected by court-appointed Lead

Plaintiffs who are substantial and sophisticated institutiona l investors with access to independent legal and financial specialists and a huge stake in the litigation ." In re Global

Crossing Sec . &- ERISA Litig . , 225 F .R.D . 436, 462 (S .D.N.Y.

2004) .

This Settlement is the product of seven months of intense

arms-length negotiations, overseen and assisted by a court-

appointed special master, between major financial entities, both

of whom are represented by experienced, highly regarded counsel .

Lead Plaintiff, the Minnesota State Board of investmen t

("MSBI°), "manages the investment of retirement fund assets of

the Minnesota State Retirement System, Teachers Retirement

Association, and the Public Employees Retirement Association, as

well as idle cash of other state agencies," with total assets

exceeding $50 billion . Minnesota Office of the Legislative

Auditor, Report Summary : Minnesota State Board of Investment,

http ://www .auditor .leg .state .mn .us/FAD/2006/fO604 .htm (released

Feb . 15, 2006) . Upon assigning MSBI lead plaintiff status, this

Court noted that MSBI had sustained an estimated loss of $249

million, thus had the largest financial stake in the litigation .

See In re AOL Time Warner , 2003 WL 102806, at *2 .8 Lead

S MSBI's loss was calculated on the basis of a class period nearly two years shorter than the class Period ultimately

17 Plaintiff's public mission, financial experience, and vested interest in obtaining the best terms for the Settlement Class reflect favorably on its selection of counsel here .

Indeed, Lead Plaintiff's Counsel, Heins, Mills & Olson,

PLC, is a respected class action litigator, with considerable experience in major securities and antitrust class action lawsuits . See, e .g . , In re Monosodium Glutamate Antitrust

Litigation , MDL 00-1328 (D . Minn .) ; In re Broadcom Corp . Sec.

Lita.g . , SA CV 01-0275 ( C .D . Cal .) . Lead Plaintiff's Counsel has garnered judicial praise for its representation in previous actions, and has continued to show its client commitment and exceptional lawyering in this case . On the other side of the table, AOLTW's counsel, Cravath, Swaine & Moore LLP ( Cravath") is generally regarded as one of the country's premier law firms .

Cravath has extensive experience in the defense of major class action lawsuits and has vigorously defended Plaintiffs' allegations throughout this litigation . At the fairness hearing, counsel for both parties noted their continuing disagreement about Plaintiffs' allegations . With the mediation of Special

Master Wachter, however, both parties concluded that the

Settlement was the best and most efficient outcome for thei r

defined in the Settlement . Accordingly, its loss is presumably greater than $249 million .

18

! clients in light of the costs of litigation and mutability of

applicable legal standards .

Special Master Wachter assumed hi s role during the early

stages of discovery, overseeing the terms of the discovery process before playing a vital role in the settlement

negotiations between the parties . Special Master Wachter

fulfilled his assignment with considerable skill and diligence,

remaining in close contact with both parties and mediating

dozens of face-to-face and remote meetings between them over the

course of seven months . Special Master Wachter's oversight of

the process lends considerable support to the Court's finding o f

procedural fairness .

In light of the substantial evidence that settlement

negotiations were conducted at arms-length without the slightest

hint of collusion, the Court credits the Settlement with a

presumption of fairness . This presumption is supported by the

fairness of the Settlement terms .

D . Substantive Fairness : The Settlement Term s

In evaluating the fairness, reasonableness, and adequacy of

a settlement, the court is primarily concerned with the

"substantive terms of the settlement compared to the likely

result of a trial ." Malchman v . Davis , 706 F .2d 426, 433 (2d

Cir . 1983) (citations omitted) . In order to make this

19

(os, evaluation, courts in this Circuit have consistently employe d the Grinnell factors :

(1) the complexity, expense and likely duration of the litigation ; (2) the reaction of the class to the settlement ; (3) the stage .of the proceedings and the amount of discovery completed ; (4) the risks of establishing liability ; (5) the risks of establishing damages ; (6) the risks of maintaining the class action through the trial ; (7) the ability of the defendants to withstand a greater judgment ; (8) the range of reasonableness of the settlement fund in light of the best possible recovery ; (9) the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation .

Wal-Mart , 396 F .3d at 117 (quoting Grinnell , 495 F .2d at 463

(citations omitted)) .

1 . Comp lexity, Expense and Likely Duration of the Litigation

Due to its notorious complexity, securities class action litigation is often resolved by settlement, which circumvent s the difficulty and uncertainty inherent in long , costly trials .

See, e . g . , Hicks v . Stanley , No . 01 Civ . 10071, 2005 WL 2757792, at *6 (S . D .N .Y. Oct_ 24 , 2005 ) ; In re American Bank Note

Holographics , Inc. , 127 F . Supp . 2d 418, 424 (S .D .N.Y . 2001) ; In re Sumitomo Copper Litig . , 189 F . R .D. 274 , 281 (S .D .N .Y . 1999) .

This notoriety is amply illustrated by the instant case, whic h

is particularly conducive to settlement .

20

fryt Plaintiffs allege wrongdoing by one of the largest

companies in the world, during the largest corporate merger in

history . Plaintiffs' allegations span more than three and a half

years and implicate financial statements filed over fifteen

consecutive quarters . Plaintiffs point to hundreds of fraudulent

transactions carried out over multiple years, employing diverse

accounting techniques, and often including multiple,

interrelated revenue components . These sophisticated and complex

transactions shared just one common characteristic : their

allegedly inappropriate inflation of revenue . There is no

question that the presentation of these transactions, and the

conflicting interpretations which they would be subject to, would stretch the patience, attention, and understanding of eve n

the most exemplary jury .

Since the denial of Defendants' motions to dismiss and the

commencement of formal discovery, Plaintiffs have pored over millions of documents, employed nine experts, added six

defendants, and laid the groundwork for dozens of depositions .

(Heins Decl . 19 4, 7, 70, 77 .) The breadth of resources

dedicated to the prosecution .of this lawsuit reflects the

complexity of the issues involved and the expenses that lie

ahead . Shortly after the denial of their motions to dismiss,

Defendants initiated an extensive round of deposition an d

document requests and negotiated with Plaintiffs over the scop e

21

70 of discovery . Defendants continue to deny liability and hav e been subject to only limited criminal prosecution for their alleged wrongdoing . Defense counsel's vigorous defense of this lawsuit indicates Defendants' continued willingness to defen d the allegations in the absence of the Settlement .

In addition to the complex issues of fact involved in this case, the legal requirements for recovery under the securities laws present considerable challenges, particularly with respect to loss causation and the calculation of damages . These challenges are exacerbated here, where a number of controlling decisions have recently shed new light on the standard for loss causation . See, e .g . , Dura Pharms . , 544 U .S . at 336 ; Lentell v .

Merrill Lynch & Co ., Inc . , 396 F.3d 161, 173 (2d Cir . 2005) . If

Defendants' pending motion for summary judgment on the issue of loss causation did not prove diapositive, it would continue t o be the subject of profound dispute throughout the litigation .

in the absence of the Settlement, this litigation could very well last for several more years . The parties have not yet finished discovery . At a minimum, months of depositions would precede trial . A presumably lengthy trial would then be followed by years of inevitable appeals . Each step of the way, expenses would continue to accumulate, further decreasing the funds available to Class Members . Conversely, the $2 .65 billion

Settlement under consideration here "results in a substantia l

22

-7 I and tangible present recovery, without the attendant risk and delay of trial ." Maley v . Del Global Techs_ Corp . , 186 F . Supp .

2d 35B, 362 (S .D .N.Y . 2002) .

After careful consideration of the circumstances of thi s litigation, the Court finds that a trial would be long, complex , and costly . This factor strongly favors the Settlement .

2 . Reaction of the Class to the Settlement

The reaction of the class is generally gauged by reference to the extent of objection to the settlement . Courts . in this

Circuit have noted that "the lack of objections may well evidence the fairness of the Settlement ." In re American Bank

Note Holographics , 127 F . Supp .2d at 425 . Courts have also commented favorably on settlements that are not contested by institutional investors and class representatives . In re NASDAQ

Market-Makers Antitrust Litig . , 187 F .R .D . 465, 479 (S .D.N .Y .

1998) .

Here, the Settlement Administrator mailed over 4 .7 million

Notice Packages to putative Class Members and has received an estimated 600,000 proofs of claim . only four such individuals filed an objection to any aspect of the Settlement, and just two dispute the reasonableness of the Settlement Fund .9 Further, not

Moreover, Plaintiffs argue that two of the four objectors lack standing to object to the Settlement . The Court addresses all objections in considerably more detail below . See infra Part II.E.

23

-72 0 a single institutional Class Member objected to the Settlement .1

The relative lack of dissent here compares favorably wit h settlements previously approved in this District . See, e.g. ,

D'Amato , 236 F .3d at 86-87 (eighteen objectors out of 27,883 notices) ; Hicks , 2005 WL 2757792, at *6 (three objectors out of approximately 100,000 potential members of the class) ; In re

WorldCom, Inc . Sec. Litig. , 388 F . Supp . 2d 319, 337-338

(S .D.N .Y. 2005) (seven objectors out of 4,000,000 potential class members and 830,000 claimants) .

The Settlement Administrator also noted that 10,082 person s and entities filed valid requests for exclusion from the Class .

(Forrest Decl . 1 3, Feb . 21, 2006 .) Although a large number at first glance, these opt-outs amount to less than 0 .2% of the 4 .7 million putative Class Members .11- Comparably small percentages of opt-outs have favored settlement in the past . See In re

Sumitomo , 189 F.R.D . at 281 (finding that fewer than It of class members requesting exclusion "strongly favor fed] approval of the proposed settlement[]") . The small number of objections and low percentage of opt-outs here strongly favor the Settlement .

10 One institutional investor seeks to intervene in order to file an objection, see infra Part II .E .1, but by exercising its right to opt out of the Class, that entity is protected from the binding legal effect of this Settlement . it Additionally, as opt-outs were not required to submit transactional information in order to file a valid request for exclusion, it is impossible to ascertain what percentage of the opt-outs would have had valid claims to the Settlement .

24

TZ) 3 . Stage of Proceedings and Amount of Discovery Completed

Courts have approved settlements at all stages of the proceedings . The relevant inquiry for this factor is whether the plaintiffs have obtained a sufficient understanding of the case to gauge the strengths and weaknesses of their claims and the adequacy of the settlement- The parties need not '"have engaged in extensive discovery" as long as "they have engaged in sufficient investigation of the facts to enable the Court t o

'intelligently make . . an appraisal' of the settlement ." In re Austrian & German Holocaust Litig . , 80 F. Supp . 2d 164, 176

(S .D .N .Y . 2000) (quoting Plummer v Chemical Bank , 668 F.2d 654,

660 (2d Cir . 1982)) ; see also Maley , 186 F . Supp . 2d at 363 ; In re American Bank Note Holographics, 127 F . Supp . 2d at 425-26 .

At the time of the Stipulation of Settlement, thi s litigation had reached an advanced stage of discovery . Even prior to formal discovery, Plaintiffs reviewed the relevan t public facts pertaining to this litigation, with their review culminating in the 300 page Amended Complaint . Upon commencing formal discovery, Plaintiffs reviewed over 15 million documents, consulted with nine different economic and accounting experts, briefed numerous motions, and laid the foundation for hundreds of depositions . Although the final stages of discovery, including depositions, were not yet complete, it is not certain that Plaintiffs would have been able to maintain this action

25 long enough to reach that stage of discovery . Defendants' motion for summary judgment was pending before the Court, and presented a difficult question that, if decided in favor of Defendants, may have resulted in dismissal of the lawsuit- The thorough briefing of this and other motions prior to settlement supplemented Plaintiffs' consideration of the strengths of their claims and the defenses they were likely to face at trial .

Although discovery had not been completed prior to the

Settlement, Plaintiffs had conducted meaningful pre-trial discovery and had engaged in sufficient trial preparation to appraise their likelihood of success . Accordingly, the third

Grinnell factor also weighs in favor of the Settlement .

4 . Risks of Class Prevailing (Establishing Liability and Damages, and of Maintaining the Class through Trial )

One of the Court's central inquiries when appraising a settlement is the likelihood that the class would prevail at trial in the face of the risks presented by further litigation .

Grinnell specifically advises courts to consider the risks of establishing liability and damages, and of maintaining the class through trial . 495 F.2d at 463 . This inquiry requires courts to consider legal theories and factual situations without the benefit of a fully developed record, thus courts must heed the

Supreme Court's admonition not to "decide the merits of the case or resolve unsettled legal questions ." Carson v. American

26

75 Brands, Inc . , 450 C .S . 79, n .14 (1981) . Rather, the Court need only assess the risks of litigation against the certainty of recovery under the proposed settlement ." In re Global

Crossing , 225 F .R.D . at 459 (citing In re Holocaust Litig . , 80 F .

Supp . 2d at 177) .

The difficulty of establishing liability is a common risk of securities litigation. Maley, 186 F . Supp . 2d at 364 . In this case, Plaintiffs were not only challenged to establish a valid theory of loss causation, see supra Parts I .B & II .D .1, they also faced the risk of being unable to establish scienter for a number of the defendants . In its consideration of Defendants' motions to dismiss, the Court closely reviewed Plaintiffs' allegations of scienter, dismissing' claims against several individual defendants while finding other allegations adequate to avoid dismissal . See In re AOL Time Warner , 381 F . Supp . 2d at 219-31 . Of course, avoiding dismissal at the pleading stage does not guarantee that scienter will be adequately proven at trial .

The risk of establishing damages here was equally daunting .

The decline in AOL and AOLTW stock prices spanned several years .

Defendants argue that this decline was the result of a number of

factors--including the general decline in Internet stock values-

-unrelated to the allegations of fraud . Plaintiffs hired a team

of experts to estimate damages and would likely face a .

27

76 conflicting panel of experts retained by Defendants for trial .

The risk of establishing damages would be further exacerbated b y the difficulty of educating the jury on abstruse economic concepts necessary to the calculation of damages .

Further, Plaintiffs would have faced a considerable challenge explaining the transactions underlying the alleged fraud. The complexity and opacity of these transactions would likely hinder Plaintiffs' ability to present the jury with a coherent explanation of Defendants' misconduct . As their expert,

Professor John C . Coffee, Jr ., noted, Plaintiffs faced a serious issue "as to whether a jury could understand the convoluted

'round robin' advertising games that had been played" by

Defendants . (Coffee Decl . 1 30, Dec . 2, 2005 . )

The Court certified this Class for settlement purposes only . Plaintiffs report that they had drafted a motion for class certification prior to the Settlement and had fully anticipated that Defendants would oppose class certification as vigorously as it had contested Plaintiffs' allegations and discovery requests- As such, even the process of class certification would have subjected Plaintiffs to considerably more risk than the unopposed certification that was ordered .for the sole purpose of the Settlement .

In summary, the Grinnell "risk factors" also favor the

Settlement .

2B

-7-7 5 . Ability of Defendants to Withstand a Greater Judgment

This factor typically weighs in favor of settlement where a greater judgment would put the defendant at risk of bankruptcy

or other severe economic hardship . See, e .g. , In re Warner

Comms . Sec . Litig . , 618 F . Supp . 735, 746 (S .D.N .Y. 1985) . Here,

AOLTW remains a solvent, highly capitalized company, with assets

greatly exceeding its $2 .4 billion contribution to the

Settlement . Neither party contends that Defendants are incapable

of withstanding a greater judgment . However, the mere ability to

withstand a greater judgment does not suggest that the

Settlement is unfair . See, e.g., D' Amato , 236 F. 3d at 86; In re

NASDAQ Market-Makers , 187 F.R.D . at 477-78 . This factor must be

weighed in conjunction with all of the Grinnell factors ; most

notably the risk of the class prevailing and the reasonablenes s

of the settlement fund .

6 . Range of Reasonableness of the Settlement Fun d

The final two Grinnell factors constitute an inquiry into

the settlement fund's range of reasonableness (1) in light of

the best possible recovery and (2) to a possible recovery in

light of all the attendant risks of litigation . 495 F .2d at 463 .

Though courts are encouraged to consider the best possible

recovery, the range of reasonableness inquiry is tightly bound

to the risks of litigation, which have been developed in greater

detail above . See supra Part II .D.4 . As such, the followin g

29

.7 1& discussion must be tempered by the Court's earlier finding that continued litigation would proceed with a high degree of risk .

Plaintiffs have not provided a specific estimate of th e

total damages sustained by the Class, in large part, no doubt,

due to the difficulty of distinguishing the decline in share price attributable to fraud from the decline attributable to

general market forces . In light of the steep decline during the

Class Period and the Settlement's estimated recovery per share,

however, it seems clear that Class Members will not recove r

their entire loss- This consideration alone does not undermine my finding that the $2 .65 billion Settlement Fund is reasonable

in light of the difficulty of establishing damages here . "ITlhe

settlement amount's ratio to the maximum potential recovery need

not be the sole, or even the dominant, consideration when

assessing the settlement's fairness ." In re Global Crossing , 225

F .R .D . at 460-61 . Indeed, damages are of such a speculative and

contested nature here that the ratio of the settlement amount t o

a hypothetical maximum recovery would not be dispositive of the

Settlement ' s fairness .

Not only do the parties dispute the amount of damages

sustained by the Class, they continue to dispute the very

existence of damages . In light of this fundamental disagreement,

the $2 .65 billion Settlement secured by Plaintiffs is all the

more impressive- Plaintiffs have secured a substantial ,

30 immediate recovery for the Plaintiff Class that ranks among the five largest securities settlements in history (Coffee Decl . I

2), and is the -second largest settlement ever reached with an issuer of securities . (Heins Decl . I 83 .)12 In addition, the

Settlement Fund is currently in escrow, earning approximately

$303,000 a day for the Class . In this sense, the benefit of the

Settlement will not only be realized far earlier than a hypothetical post-trial recovery, but dates back to October 7,

2005, when the funds were deposited in the escrow account . The concrete benefits of this Settlement outweigh the possibility of a higher recovery after trial. Under the circumstances of this

case, the Settlement Fund is within the range of reasonableness .

After carefully considering the Grinnell factors, most of which weigh in favor of the Settlement, I find the substantive

terms of the Settlement fair, reasonable, and adequate .

E . Objections

The Court received a handful of objections to the

Settlement prior to the deadline .13 I will address each objection

in the context of the aspect of the Settlement that is disputed .

jZ In the early stages of this litigation, legal experts estimated "a payout of $1 billion" in the event of a settlement . (Heins Decl . Ex . 40 .) Though this figure represents an estimated settlement amount rather than a full recovery, it provides some indication of the legal community's expectations . The Settlement reached here far exceeds those prognostications . 13 Several of the persons objecting to the Settlement also object to Class Counsel's application for attorney's fees . The court I . Stichting'a abjecti on to the Settlement' a Handling of the DOLT and SEC Fund s

Stichting Pensioenfonds ABP ("Stichting") filed a motion to

intervene, objecting to the Settlement's -handling of funds se t aside by AOLTW subsequent to the Company's settlements with th e

DOJ and SEC .14 Stichting's objection to the Settlement' s

inclusion of the DOJ funds and AOLTW's decision to use its "bes t

efforts" to include the SEC funds are without merit . Because th e

right of intervention is inessential to my disposition of

Stichting 's objection, the validity of its intervention i s

assumed for the purpose of this Opinion . u

reserves judgment on the issue of attorney's fees at this time and will address the objections to fees in a separate ruling . 14 Stichting is a putative Class Member but has chosen to opt out of the instant Settlement, hence the necessity of its motion to intervene . Stichting has filed a separate lawsuit, which is pending in this Court . 15 Stichting's right of intervention is by no means assured under the circumstances of this case . I am particularly troubled by the objector's argument that its intervention in this dispute is timely . Though Stichting filed its motion on the January 9, 2006 deadline for objections, it made no attempt to alert the Court to its objection at the preliminary fairness . hearing on September 28, 2004, or at any time prior to January 9, 2006 . By the time stichting objected, the Settlement Administrator had mailed millions of Notice Packages and hundreds of thousands of putative Class Members had filed claims . If Stichting's requested relief were granted, these costs would be duplicated by a second round of Notice . Although Stichting waited until the last-possible minute to bring their objection to the Court's attention, the exhibits to its motion indicate that Stichting was aware of the content of its objection well before the preliminary fairness hearing . (Eairis Decl . Ex. L ; Letter from John C . Kairis to Samuel D . Heins and Peter T . Barbur (Aug . 17, 2005),) At that hearing, the Court heard argument from individuals objecting to certai n

32

51 Stichting requests that the Court strike the terms of th e

Settlement that refer to the DOJ and SEC funds , order that thos e funds be distributed pro rata to all aggrieved shareholders regardless of their participation in the instant Settlement, and order that a modified Notice and Plan of Allocation be published and distributed . Because the DOi and SEC funds were established under different conditions and the Settlement handles the funds dissimilarly, each Rand will be considered in turn .

i . The DO( Funds

Prior to the instant Settlement, AOLTW entered into a

Deferred Prosecution Agreement with the DOJ (the 'DPA") . In accordance with the DPA, AOLTW agreed to pay $150 million into a

"fund to be established under its direction and control to be used for either the settlement of shareholder securities law

litigation or for purposes of any compensation fund" related to the . transactions underlying the DPA . (Karis Decl . Ex. C ; Unite d

States v . America Online, Inc . , No. 1 :04 M 1133, at % 9 (E .D.

Va. Dec. 14, 2004) (emphasis added) .) Stichting argues that the

inclusion of the DOJ funds in the Sett lement will preclude them

conditions of the Notice, and, where appropriate, suggested that the Plaintiffs modify their proposal . Stichting's grievance is precisely the type of objection that would have been beneficially brought to the Court's attention at the preliminary fairness hearing . See Manual for Complex Litigation (Third) S 30 .41, at 265 (2000) ("The court may want to hear not only from counsel but also from named plaintiffs, from other parties, and from attorneys who did not participate in the negotiations-") .

33 from obtaining their pro rata share of the money provided by the

DPA, thus unfairly benefiting the Settlement claimants to the detriment of . shareholders. who have opted out of the Settlement .

(Stichting Obj . 23 . )

Stichting's objection to the Settlement's inclusion of the

DOJ funds is undermined by the DOJ's directions for the distribution of those funds . Under the DPA, the DOJ funds ar e put under AOLTW's "direction and control" for "the settlement of shareholder securities law litigation ." In its discretion, AOLTW has chosen to distribute those funds by means of the primary class action Settlement, benefiting hundreds of thousands of aggrieved shareholders and eliminating the costs associated with a separate distribution mechanism . Stichting's protestations notwithstanding, the DPA does not expressly indicate that the funds must be distributed pro rata to all harmed investors .

Prior to filing their objection, Sti.chting wrote a letter to th e

DOJ, submitting their concern to that agency . (Kairis Decl . Ex .

M; Letter from John C . Kairis to Paul J . McNulty, Esq ., U .S .

Dep't of Justice (Dec . 16, 2005) .) There is no record of a reply- Without some indication that AOLTW's distribution of the funds is contrary to the Company's agreement with the DOJ, the

Court will not disturb an agreement within the jurisdiction of

another federal district court by reading conditions absent from

the DPA into that agreement .

34

1&5 Stichting has not demonstrated that the Settlement's inclusion of the- DOJ funds was improper . Consequently, the

Settlement terms including those funds need not be stricken, nor must Plaintiffs distribute a modified Notice and Plan o f

Allocation on that basis .

ii . The SEC Fund s

Following an SEC investigation into AOL's allegedly fraudulent accounting and Time Warner's alleged violation of a cease--and-desist order, AOLTW entered into an agreement with th e

SEC . Under the terms of a consensual judgment, AOLTW agreed to pay 1$300 million in civil penalties, which the commission will request be distributed to harmed investors ." (Kairis Decl . Ex .

F; SEC Litigation Release No . 2215 (March 21, 2005) . )

in all of the materials announcing and describing the

Settlement, the parties have referred to a $2 .65 billion

Settlement Fund . The $2 .65 billion figure does not include the

SEC funds . The first mention of the SEC funds is on. page six of the sixteen-page Notice . The Notice states that the SEC has not determined how those funds will be distributed, but that AOLTW

-has requested that the SEC make those funds, or a portion

thereof, available for distribution with . the Settlement . The

settling parties have twice updated the Settlement website to

indicate that the SEC has not made a final decision regarding

those funds . In short, the Settlement does not include the SE C

35

4l funds . Consequently, the Court will not require the parties to remove wholly aspirational language regarding the mechanism by which those funds may be distributed .

Furthermore, intermittent references to the SEC funds make neither the Notice nor the Plan of Allocation defective . Each o f the Notice's references to the SEC funds is accompanied .by a disclosure that those funds are not a part of the Settlement, but that AOLTW will make its best efforts to distribute thos e funds, or a portion thereof, through the class action mechanism .

All estimates of per share recovery clearly indicate that the recovery is based on the $2 .65 billion figure, which does not include the SEC funds . Providing a second set of figure s including the SEC funds in the estimated per share recovery would not only be misleading, but potentially inaccurate, because there is no indication of whether the SEC will elect to distribute none of the SEC funds, all of the SEC funds, or a portion thereof, through the Settlement . it cannot be said that the Notice fails to fairly apprise the putative Class Members of the terms of the Settlement .16 To the contrary, the Notice explains the status of the SEC funds as clearly and simply as possible in light of the SEC's indecision with respect to ho w

those funds will be distributed . =

16 See infra Part II .E .4 for an elaboration on the relevant standards for settlement notice .

36 Along these lines, the Plan of Allocation never mentions the amount of money that will be distributed . It merely states that the "Settlement monies will be distributed on a pro rata basis" under the terms of the Plan . (Plan of Allocation 1 .)

Stichting fails to explain how the Plan of Allocation would need to be altered to incorporate the greater amount of Settlement monies . If the SEC consented to distributing the $300 million via the Settlement, that money would simply be added to the

$2 .65 billion Settlement Fund already being distributed . Each claimant's pro rata share would net a greater per share recovery, but the Plan of Allocation itself would not require modification .

In short, references to SEC funds that are not included in the Settlement amount, but that AOLTW will make its "best efforts" to distribute through the class action mechanism do not make the Stipulation of Settlement, Notice, or Plan of

Allocation defective- Stichting's objection is overruled ..

2 . Objections to the Reasonableness of the Settlement

Two individuals filed formal objections to the reasonableness of the Settlement . Margaret M. Keffer {^Keffer"} argues that the settlement provides inadequate -compensation for her loss, suggesting instead that a settlement leading to the recovery of one-third of her losses might be adequate . Paul

Heyburn ("Heyburn") argues that, considering the serious

37 allegations against Defendants, the estimated recovery per shar e simply does not provide a substantial benefit .l'

Courts routinely approve settlements over conclusor y objections . See, e. g . , In re Prudential Sec . Inc ., Ltd . P'Ships

I tig . , MDL No. 1005, 1995 wt.. 798907, at *13 (S .D.N .Y. Nov_ 20,

1995 ) ; Saylor v . Bastedo , 594 F . Supp . 371, 373-74 (S .D.N.Y .

1984 ) . Neither Heyburn ' s nor Keffer' s objection provides a legal or factual basis for the alleged insufficiency of the

Settlement, nor do they consider the legal or factual context in which the Settlement was reached. Consequently, the objectors' unsupported allegations of unreasonableness do not alter my appraisal of the Settlement's fairness .

3 .Objeotion to Lead Plaintiff' s Adequacy of Representatio n

Heyburn also questions the adequacy of representation . He argues that Lead Plaintiff has failed to adequately protect the interests of Class Members by neglecting to analyze whethe r

"certain class members in certain states would fare better tha n

LT Plaintiffs argue that .Heyburn does not have standing to object to the Settlement . Indeed, the transaction records attached to Heyburn's objection indicate that he profited from his AOL investment . (Heyburn Obj . Ex 1 .) Consequently, he does not have a claim under the Plan of Allocation, which limits recovery to those shareholders that suffered a loss . Without an injury, ieyburn does not have standing to object . New York v . Reebok int'I Ltd . , 96 F .3d 44, 47 (2d Cir . 1996) . Nevertheless, in order to dispel any perceived unreasonableness of the Settlement, I will briefly address Heyburn's concerns regarding the reasonableness of the Settlement and adequacy of representation . See infra Part II .E .3 .

38

57 in others" on the basis of state securities laws . (Heyburn dbj _

9[ 3 .) This objection is without merit .

Heyburn overlooks the provisions of the Securities

Litigation Uniform Standards Act of 1998 ("SLUSA") . SLUSA

amended the federal securities laws to preempt state securities

laws in certain class actions ." In relevant part, SLUSA direct s

that :

No covered class action based upon the statutory or common law of any State or subdivision thereof may be maintained in any State or Federal Court by any private party alleging-- (A) a misrepresentation or omission of a material fact in connection with the purchase or sale of a covered security ; or (B) that the defendant used or employed any manipulative or deceptive device or contrivance in connection with the purchase or sale of a covered security .

15 U .S .C . § 78bb(f) (1) .19

Because the instant action is a "covered class action,i20

alleging materially false and misleading statements or omissions

la As the Supreme Court recently noted, SLUSA amends the Securities Act of 1933 ('1933 Act") and the Securities Exchange Act of 1934 (°1934 Act") gin substantially similar ways ." Merrill Lynch, Pierce, Fenner & Smith, Inc . v . Dabit , _ U .S . _, _ S . Ct . , No . 04-1371, 2006 WL 694137, at *7 n .6 (March 21, 2006) . Plaintiffs claims . are almost evenly divided between the 1933 Act and the 1934 Act . For ease of reference to the Supreme Court's analysis in Debit, I will quote the amendments to the 1934 Act . 19 The analogous provision in the 1933 Act is found at 15 U .S .C . § 77p (b) . 20 SLUSA defines a "covered class action" as :

39

r0lb of material fact (Second Am . Compl . %9I 240-432) in connection with the purchase or sale of "covered securit[ies],"2 1 claims under state securities laws are preempted . Consequently, Lead

Plaintiff had no duty to consider, and in fact was prohibite d from considering, state securities laws in the context of this class action . See Dabit , 2006 WL 694137, at *9 ; see also Lander v. Hartford Life & Annuity Ins . Co . , 251 F .3d :101, 108-10 (2d

Cir . 2001) (reaching the same conclusion in the context of th e

1933 Act) . As such, Heyburn's objection to the adequacy of Lead

Plaintiff's representation is overruled .

4 . Objection to the Notic e

"[T]he adequacy of a settlement notice in a class action under either the Due Process Clause or the Federal Rules is measured by reasonableness ." Wal-Mart, 396 F .3d at 113-14

(citations omitted ) . Reasonableness refers to the understandin g of the average class member ; "the settlement notice must 'fairly

any single lawsuit in which . . . damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class . . . predominate over any questions affecting only individual persons or members

15 U .S .C. § 78bb(f) (5) (B) . The instant class action clearly falls within this definition . 21 "A 'covered security' is one traded nationally and listed on a regulated national exchange ." Dabit , 2006 WL 694137, at *7 & n .9 (citing 15 U .S .C. §§ 7$bb(f) (5) (B) & 77r(b)) . Both AOL (prior to the merger) and AOLTW stock traded on the New York Stock Exchange during the Class Period.

40

1'IT apprise the prospective members of the class of the terms of the proposed settlement and of the options which are open to them in connection with the proceedings ."' Id . at 114 (quoting

Weinberger , 698 F .2d at 70) .

Cynthia R . Levin Moulton ("Moulton") objects to the Class

Definition contained in the Notice, arguing that it "is defective and fails to satisfy the minimal requirements of due process" because the definition "only includes those security owners `who were injured thereby,'- and the "class notic e provides nothing by way of guidance concerning what it means to be injured thereby ." (Moulton Obj . 2 .) Moulton proceeds to describe a number of hypothetical situations in which the

"injured thereby" definition may be unclear, as when a putative

Class member realizes gains offsetting her losses or has divergent results stemming from the ownership of distinct investment vehicles .

Moulton made an almost identical objection to the WorldCom settlement approved in this District just six months ago . In that case, Moulton argued that the class definition, which contained a similar "injured thereby" clause, "might be confusing to a person who had isolated losses but net gains from

securities purchased during the Class Period, or who faced

divergent results from purchases of different types of

securities ." In re WorldCom, 388 F . Supp . 2d at 340 . Judge

41 Cote's well-reasoned analysis of Moulton's objection in that case applies equally here ;

A purchaser of [AOLTW] securities who believed that she had a legally cognizable injury attributable to those purchases would have been on notice that she was included in the Class . It is sufficient that the Class Definition gave putative Class Members who believed they had colorable claims arising from purchases of fAOLTW] securities enough information to alert them that they needed to opt out of the Class if they wished to pursue their claims separately .

In re WorldCom , 388 F . Sapp . 2d at 340-41 . Furthermore, the Plan of Allocation provides instructions for the calculation of recovery in many of the allegedly problematic scenarios proposed by Moulton . As in WorldCom , Moulton's objection is overruled .

5 . Objection to the Plan of Allocation

A plan of allocation is evaluated by the same standards

applied to the settlement as a whole : fairness, reasonableness,

and adequacy . See Maley, 186 F . Supp . 2d at 367 (citations

omitted) . 'An allocation formula need only have a reasonable,

rational basis, particularly if recommended by `experienced and

competent' class counsel .- Id . (citations omitted) . Despite the

existence of one objection here, the Plan of Allocation readily

satisfies these standards .

I have already commented on Lead Plaintiff's Counsel's

experience and competency . See supra Part II .C . Lead Plaintiff's

Counsel prepared the Plan of Allocation in consultation with

Scott D . Hakala, Ph .D ., CPA (Makala"), an economics expert wh o

42

11 has prepared court-approved plans of allocation in over a dozen securiti es settlements across the nation . (Hakala Deal . 11 1 ,

Jan . 25, 2006 .) Hakala designed the Plan of Allocation to provide recovery to damaged investors on a pro rata basis according to their recognized claims of damages . The Plan of

Allocation presents clearly defined formulas for calculating claims by reference to a schedule with measures of artificia l inflation for all relevant time periods and types of securities .

Plans of allocation similarly calculating claims according to inflationary loss have recently been approved as a reasonable

approach to the calculation of damages . See Maley , 186 F . Supp .

2d at 367 ; In re Lucent Techs ., Inc., Sec . Litig . , 307 F . Supp .

2d 633, 649 (D .N .J . 2004) .

In his declaration, Hakala explains the methodology used to

prepare the Plan of Allocation and asserts that the Plan is

"fair and reasonable from an economic perspective ." (Hakala

Deal . 9[ 28 .) While the estimates of damages and methodologie s

used to produce the Plan are necessarily complex due to the

various types of securities involved in the AOLTW merger, th e

Court agrees with Hakala ' s assessment .

Pat L . Canada ("Canada") objects to the Plan of Allocation

to the extent that it provides for the calculation of damages by

the first-in/first-out accounting method ("FIFO"), rather than

the last-in/first-out method ("LIFO") . Canada argues that court s

43

I L prefer LIFO and only reluctantly permit the use of FIFO, thus the Plan of Allocation should be modified to calculate damages using LIFO . ZZ

In the context of a securities class action, FIFO and LIFO refer to methods used for matching purchases and sales of stock during the class period in order to measure a class member's damages . Under FIFO, a class member's damages are calculated by matching her first purchases during the class period with her first sales during the class period . Under LIFO, a class member's damages are calculated by matching the class member's last purchases during the class .period with the first sales made during the period . Calculating recovery by means of thes e

22 In addition to their substantive disagreement with Canada's objection, Plaintiffs attack the objection on two procedural grounds . First, they argue that Canada does not have standing, because he did not submit adequate proof of his membership in the Class . Indeed, Canada's non-notarized certification that he purchased 200 shares of AOL stock is not a valid proof of purchase . Second, they argue that Canada's lawyer, Nicholas M . Fausto, Esq . ("Fausto"), is in the practice of submitting "'canned objections," thus the Court should be wary of his objection . On this latter point too, Plaintiffs may be correct . Much of the language in Fausto's brief attacking the use of FIFO is taken directly from Judge Schiendlin's opinion in In re eSpeed, Inc . Sec . Litig . , 232 F .R .D. 95 (S .D .N.Y . 2005) . Despite the fact that it is the most comprehensive authority from this District supporting his argument, Fausto fails to cite the case, choosing instead to lift whole sentences from that opinion without attribution . . Compare Canada Obj . 7-6, with In re eSpeed , 232 F .R .D. at 101-02 & nn .35-36 . None of his arguments are original, nor are they made in the context of the specific factual circumstances of this case . Although I am wary of the Canada objection, I will briefly address the thrust of its argument .

44 different methods can affect the measure of a class members ' injury . Depending on the trajectory of a stock ' s percentage of artificial inflation and the sale of shares during the class period, use of FIFO may result in damages where LIFO would not , and vice versa .

The method used to match purchases and sales when calculating damages in a securities -action has only recently been the subject of judicial scrutiny and has more commonly

arisen in the context of a court's assignment of lead plaintiff

status . In this District, both FIFO and LIFO have been used to

calculate the financial stake of movants for lead plaintiff

status in securities class actions . Compare In re Veeco

Instruments Inc_ Sec . Litig_ , 233 F .R .A . 330, 333 (S .D .N .Y .

2005) (concluding that FIFO is "the appropriate methodolog y

for the purpose of considering the financial stake of the

movant for lead plaintiff status"), with In re eSpeed, Inc . Sec .

Litig . , 232 F .R .D . 95, 100-02 (S .D.N.Y . 2005) (concluding that

lead plaintiff movant's "loss as calculated by the [movant]

demonstrates why FIFO (as applied by the [movant]) is inferior

to LIFO") . Determining the method of analysis is especially

important in the context of lead plaintiff selection because

prospective lead plaintiffs may manipulate their analysis in

order to inflate their measure of damages, giving them a n

45 advantage over movants that calculate damages according to a different methodology .23

The LIFO/FIFO debate has not arisen in the context of a plan of allocation anywhere in this Circuit,24 and Canada's conclusory objection fails to raise the slightest inference of how the Plan of Allocation's use of FIFO is unfair here . Cf . In re eSpeed, 232 F.R.D . at 101 (finding FIFO unfair in movant's application for lead plaintiff status in light of the movant' s specific, manipulative application of FIFO in that case) . Nor can Canada explain how the method of analysis would affect his recovery, as he claims to have made only a single purchase of stock and LIFO/FIFO is necessarily concerned with the matching of multiple stock purchases . Here, the Plan of Allocation is careful to limit a claimant's recovery to shares sold at a loss .

The method of analysis was not contested during the selection of lead plaintiff in this case . Without any objection, FIFO was used to calculate the damages in movants' applications for lead plaintiff . (Crawford Aff . Ex . B, Oct . 15 , 2002 .) Furthermore, the more than half million claimants to this Settlement have submitted their claims on the basis of the Plan of Allocation as presented here . 24 One court in this District recently approved a Plan of Allocation using LIFO, but did not elaborate . on the choice of methodology, nor is their any evidence that the method of analysis was contested in that case . See SEC V. Bear, Stearns & Co . Inc . , No . 03 Civ . 2937, 2005 WL 217018, at *7 (S .D .N .Y . Jan . 31, 2005) . The unelaborated use of LIFO in one case does not compel the use of that method of analysis in all cases . Both Hakala and the Settlement Administrator affirm that FIFO has been used in the great majority of the plans of allocation that they have prepared and administrated in the past. (Hakala Decl. 122 ; Forrest Decl . 1 12 .)

46 Moreover, Plaintiff's economic expert affirms that the overall effect of using the 1IFO method instead of FIFO is not significant in this case ." (Hakala Decl . '¶ 27 .) Ultimately, there is no evidence that the method of analysis used in this case would result in an unfair distribution of the Settlement

Fund.25

In light of overwhelming support for the Plan of Allocation by nearly all of the estimated 600,000 claimants to the

Settlement, and the insignificance of the method of matching

sales with purchases in the context of this case, I find the

Plan of Allocation fair, reasonable, and adequate .

III . Conclusion

For the foregoing reasons, Lead Plaintiff's petition for

approval of the Settlement and Plan of Allocation is granted . A

separate opinion establishing attorney's fees and expenses will

follow .

25 This opinion should not be read as an unconditional endorsement of FIFO as the method for matching purchases and sales for the calculation of damages in securities fraud litigation . Rather, the insignificance of the methodology .applied in this case makes it counter-productive to require Plaintiffs to revise the Plan of Allocation and reinitiate the Notice period in order to calculate damages according to LIFO .

47

I(V SO ORDERED .

SHIRLEY CH L D STATE DISTRICT

Dated : New York , New York April fa, 2006

48

17

Marc M. Seltzer Partner

Los Angeles, California Phone : 310 .789.3102 Fax: 310 .789.3006 mseltzer(aD-susman _ odfrey.com*

MARC M. SELTZER, born Los Angeles, California ; admitted to bar, 1972, California.

EDUCATION

• University of California at Berkeley (B.A., 1969) • UCLA School of Law (1972)

PUBLICATIONS

• Co-author, California Federal Civil Rules (Matthew Bender & Co ., Inc. 2005) • Co-author, California Antitrust and Unfair Competition Law (Third 2003), published by the Antitrust and Trade Regulation Law Section, State Bar of California ; • "Choosing Between Class and Derivative Actions," published in Second Annual Institute, Class and Derivative Litigation in the 1990's - The New Frontier (Prentice Hall Law & Bus . 1991); and the same topic for the Third, Fourth, and Fifth Annual Institutes ; • "Measures of Damages in Private Actions for Violations of the Federal Securities Laws : The Basic Rules and Selected Problems," published in Securities Litigation 1990 (PLI 1990); • Author: "Shareholders' Derivative Suits in Contests for Corporate Control," published in Securities Litigation 1986 : Prosecution and Defense Strategies (PLI 1986) ;

PROFESSIONAL AFFILIATION S

• Bars of the United States District Courts for the Central, Southern, Eastern, and Northern Districts of Californi a • Eastern District of Texas • United States Courts of Appeals for the Fifth, Ninth, Tenth, and Eleventh Circuits • American Bar Association (and its Business Law, Antitrust Law, Torts and Insurance Law, and Litigation Sections ) • American Law Institute • Association of Trial Lawyers of America • Association of Business Trial Lawyers • Past Vice-Chair of the Executive Committee, Antitrust and Unfair Competition La w

1 EXHIBIT F

`fit' Section, State Bar of California • President of the Ninth Judicial Circuit Historical Society, past President and current member of the Board of Directors of the Legal Aid Foundation of Los Angeles, member of the Board of Directors of the National Equal Justice Library, Board of Directors, Equal Justice Works, Board of Directors, American Friends of Hebrew University, Western Region • Board of Editors of Class Action Reports • Board of Trustees, Lawyers Committee for Civil Rights Under Law • Selden Society

HONORS & DISTINCTION S

• Named a "Super Lawyer' by Southern California Law & Politics magazine (2004, 2005, 2006 ) • 2004 American ORT Jurisprudence Award

Marc Seltzer has practiced law for more than thirty years in Los Angeles, California, litigating complex cases in both state and federal courts . For twenty years, he was a principal in the law firm of Corinblit & Seltzer, a Professional Corporation . Marc Seltzer's relationship with the partners of Susman Godfrey began in the late 1970's when Steve Susman and Marc Seltzer worked together on the Corrugated Container antitrust case . In the ensuing years, Mr. Seltzer and the lawyers of Susman Godfrey worked together on a number of cases . In February 1998, Marc Seltzer became a partner of Susman Godfrey L.L.P., and opened the firm's Los Angeles office. Since then, the office has become one of the leading litigation boutiques in Los Angeles .

Marc Seltzer concentrates his practice in the prosecution and defense of complex business law cases, including antitrust, securities, corporate and financial institution law matters .

Mr. Seltzer's involvement in nationally prominent litigation began in the mid-1970's, when he was tapped by Jack Corinblit to work on the massive Equity Funding securities litigation . That case consisted of more than 100 consolidated class and private action cases, and was settled in 1976 for over $60 million, then the largest recovery ever achieved in a securities fraud class action . See In re Equity Funding Corp. of America Securities Litigation, 438 F. Supp . 1303 (C .D. Cal. 1977) . Later, in the 1980's, Mr. Seltzer was appointed by the Los Angeles federal court to serve as sole lead counsel to represent the plaintiff class in the ZZZZ Best securities fraud case . The ZZZZ Best fraud was described by the United States Attorney for the Central District of California as "the most massive and elaborate securities fraud perpetrated on the West Coast in over a decade," harking back to the Equity Funding case. The case was settled for more than $40 million and resulted in several important published decisions sustaining plaintiffs' claims. See, e.g., In re ZZZZ Best Securities Litigation, 864 F. Supp . 960 (C .D. Cal. 1994). More recently, Mr. Seltzer was, together with Steve Susman, part of the Susman Godfrey trial team representing approximately 90 financial institutions in a negligent misrepresentation case against one of the "Big Four" accounting firms. That case settled just prior to the commencement of trial . Among other cases Mr. Seltzer has litigated are :

Masimo v. Tyco Healthcare L.P., an antitrust case in which Marc Seltzer served as co-trial counsel for the plaintiff, together with Steve Susman, Vineet Bhatia and Steve Morrissey . The case was tried to a verdict resulting in an award of $140 million (before trebling) in favor of the plaintiff in March 2005. A new trial has been granted as to damages . Post-trial proceedings are pending.

In re Structured Settlement Litigation, consolidated class actions brought in the Los Angeles Superior Court in which Marc Seltzer served as one of the lead counsel for the plaintiffs . The

7

¶1 case was settled in 2004 for approximately $135 million.

In Motorcar Parts & Accessories Securities Litigation, fourteen consolidated securities class actions in which Marc Seltzer was appointed by the Los Angeles federal court to serve as lead counsel for the class . The case was settled for $7 .5 million in cash. See Z-Seven Fund, Inc . v. Motorcar Parts & Accessories, 231 F.3d 1215 (9th Cir. 2000).

In re 1DB Communications Group, Inc . Securities Litigation, in which Marc Seltzer served as one of four co-lead counsel appointed by the Los Angeles federal court to represent the plaintiff class in more than twenty consolidated class action cases . The case was settled for $75 million .

In re Taxable Municipal Bond Securities Litigation, in which four lawyers, including Marc Seltzer, served on Plaintiffs' Executive Committee, and together with plaintiffs' lead counsel , supervised and managed eve ry aspect of the litigation . This case was a consolidated multi-distric t proceeding brought on behalf of defrauded purchasers of municipal bonds. The case resulted in numerous reported decisions on impo rtant recurring issues arising under the federal securities laws. See, e.g., In re Taxable Municipal Bond Litigation , [1993 Transfer Binder] Fed . Sec. L. Rep . (CCH) 97,742 (E.D. La. 1993 ). After several years of intense litigation , the case was settled for approximately $110 million .

Financial Federation, Inc. v. Ashkenazy, in which Marc Seltzer and his co-counsel successfully defended a case brought by a savings and loan association against persons who sought to take control of the institution in a bench trial in Los Angeles federal court . See Financial Federation, Inc. v. Ashkenazy, [1984 Transfer Binder] Fed. Sec. L. Rep. (CCH) 91,489 (C . D. Cal. 1983).

Green v. Occidental Petroleum Corp., in which Marc Seltzer, together with co-counsel, represented plaintiffs in consolidated securities class action cases that established important precedent in the Ninth Circuit regarding the certification of plaintiff classes and the computation of damages in securities fraud cases . See Green v. Occidental Petroleum Corp ., 541 F.2d 1335 (9th Cir. 1976). The case was settled for $12 million .

Wool v. Tandem Computers, Inc., a securities class action in which Marc Seltzer played a leading role. One of the notable achievements in this case was a victory for the plaintiffs in the Ninth Circuit which established important precedent concerning the measure of damages recoverable in federal securities fraud class action cases, the standard for "controlling person" liability under the federal securities laws and the requirements for pleading fraud with the particularity specified under Rule 9(b), Fed .R. Civ. P. See Wool v. Tandem Computers, Inc., 818 F.2d 1433 (9th Cir. 1987). Following the issuance of the Ninth Circuit's opinion, the case was settled for $16 .5 million.

Plaine v. McCabe, a securities class action, in which Marc Seltzer argued before the Ninth Circuit, obtaining a substantial victory for plaintiffs, establishing significant precedent in the Ninth Circuit regarding the standards for liability for violations of tender offer disclosure rules under the federal securities laws . See Plaine v. McCabe, 797 F.2d 713 (9th Cir . 1986).

Biben v. Card, where Marc Seltzer served as co-lead counsel for plaintiffs . The plaintiffs achieved substantial pretrial victories, including establishing the validity of their claims under the federal securities laws against the director, accountant and attorney defendants in that case . See Biben v. Card, [1984-1985 Transfer Binder] Fed. Sec. L. Rep. (CCH) 92,010 (W.D. Mo. 1985), on denial of motion for reconsideration, [1984-1985 Transfer Binder] Fed. Sec. L. Rep. (CCH) 92,083 (W.D. Mo. 1985) . The case settled for approximately $12 million.

Sanwa Bank California v. Facciani, where Marc Seltzer was co-lead counsel for a class of investors in a state court securities case and a companion federal case in which settlements

100 totaling approximately $26 million were obtained on behalf of defrauded investors .

In re California Indirect-Purchaser Infant Formula Antitrust Class Action Litigation was comprised of several consolidated consumer class actions brought for the alleged price -fixing of infant formula products. Marc Seltzer was appointed by the court to serve as one of two co-lead counsel for plaintiffs and the class . The case was settled for more than $20 million.

Lilienthal v. Levi Strauss & Co ., an individual minority shareholder's action for breach of fiduciary duty by the majority owners, which resulted in a judgment after trial for the plaintiff providing for a recovery in excess of $3 million .

Small v. Sunset Park, where Marc Seltzer was counsel for a class of investors in a state cou rt class action involving an alleged Ponzi scheme in which settlements totaling more than $16.8 million were obtained , including $12 million paid in settlement by a then "Big Five" accounting firm .

Schneider v. Traweek, federal and state court securities class actions in which Marc Seltzer was lead counsel for the plaintiffs . Significant victories were obtained on plaintiffs' behalf in defeating motions to dismiss and in obtaining class certification. See Schneider v. Traweek [1990 Transfer Binder] Fed . Sec. L. Rep. (CCH) 95,419 and 95,505 (C .D. Cal. 1990) . The case was settled for approximately $14 million .

Johnson v. Boston, where Marc Seltzer was co-lead counsel for a class of investors in a nationwide class action in state court in which approximately $20 million in settlements were achieved for investors.

In 1972 and 1973, he was a Deputy Attorney General for the State of California specializing in criminal appellate cases . In 1985,. Mr. Seltzer was elected to the membership of the American Law Institute .

*Internet mail is not fully secure or private. Therefore, please do not transmit confidential information via Internet mail . Transmission of information is not intended to and does . not create an attorney-client relationship . Please do not assume that your communications sent using Internet mail is privileged or confidential . Please do not send Susman Godfrey any confidential information via the Internet without previously consulting one of our attorneys.

-Nothing on this web page is intended to represent that Susman Godfrey currently represents any particular clients mentioned because matters and client relationships naturally terminate from time to time .

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MEMBERS OF THE FIRM

MANAGING PARTNERS

STEPHEN D . SUSMAN, P.C., born Houston, Texas, January 20, 1941 ; admitted to bar, 1965, Texas ; 1999, District of Columbia ; 2000, New York ; 2002, Colorado . Preparatory education: Yale University (B .A., magna cum laude, 1962) ; legal education : University of Texas School of Law (LL .B., with highest honors, 1965) . Phi Delta Phi ; Order of the Coif; Chancellors, Grand Chancellor; Phi Kappa Phi ; Friars Society ; Editor-in- Chief, Texas Law Review, 1964-65; Law Clerk to The Honorable John R . Brown, United States Court of Appeals, Fifth Circuit, 1965-66; Law Clerk to Justice Hugo L. Black, United States Supreme Court, 1966-67 ; Visiting Professor of Law, University of Texas, 1975 ; Special Counsel to Attorney General of Texas, 1975 ; Editor: "ABA Civil Antitrust Jury Instructions" (1985) ; Board Certified, Civil Trial Law, Texas Board of Legal Specialization, 1978; University of Texas School of Law Outstanding Alumnus 2001 ; Distinguished Counselor Award from the Antitrust and Business Litigation Section of the State Bar of Texas (2005) . Honored in the 2006 edition of The Best Lawyers in America, for being included in the distinguished group of attorneys who have made the list for 20 years or longer ; Featured in the The National Law Journal as one of the nation's top 10 litigators ; Recognized by Who's Who Legal- The International Who `s Who of Business Lawyers as the 2006 Leading Commercial Litigator in the World ; Recognized by Texas Monthly Magazine as a Texas Super Lawyer in 2003, 2004, and 2005 . Listed in 2005 Lawdragon 500 Leading Lawyers in America. Global Counsel 3000 identified Susman as a Leading Dispute Resolution practitioner in its 2003-2004 edition . Susman has been portrayed in John Jenkins' best seller, The Litigators. In 1995, Texas Lawyer named him among the ten "whose actions had the greatest impact on the Texas legal profession from 1985 to 1995 ." Business Week has called him "a lion of the Texas Bar" ; Town & Country, "the Houston courtroom gladiator best known nationally" ; the Houston Business Journal, "the reigning prince of Houston business litigators ." Member: State Bar of Texas (Chairman, Section on Antitrust and Trade Regulation, 1976-77) ; District of Columbia Bar Association ; New York Bar Association ; Colorado Bar Association ; American Bar Association, Section of Antitrust Law (member of Council, 1989-91), Section of Litigation (currently member of Trial Advisory Board and Federal Practice Task Force and formerly co-chair of Task Force on Training the Advocate, chairman of Task Force on Fast Track Litigation, and member of Committee to Improve Jury Comprehension), and Section of Intellectual Property ; American Law Institute; ALI-ABA Advisory Group on Antitrust ; Editorial Advisory Board, BNA Civil RICO Reporter and Inside Litigation ; Advisory Board, University of Texas School of Law's Review of Litigation ; Chairman of the Texas Supreme Court Advisory Committee's Discovery Subcommittee ; Director of Texas Association of Civil Trial and Appellate Specialists ; American Board of Trial Advocates ; Director of the University of Houston Law Foundation ; Charter Member of the Institute for Responsible Dispute Resolution ; Texas Supreme Court's Task Force on Civil Litigation Improvements ; National Council of Human Rights First; Board of Lawyers' Committee for Civil Rights under Law of Texas ; MD Anderson University Cancer Foundation Board of Visitors ; The University of Texas Health Science Center Development Board ; American Intellectual Property Law Association ; Federal Circuit Bar Association ; Houston Intellectual Property Law Association; Texas State Bar of Intellectual Property; Eastern District of Texas Bar Association . EMAIL : ssusman@susmangodfrey .com H . LEE GODFREY, P .C., born Palestine, Texas, March 10, 1939 ; admitted to bar, 1969, Texas ; 2001, District of Columbia; 2006, New York. Preparatory and legal education, University of Texas School of Law (B.A., 1966, J.D., with honors, 1969) . Phi Delta Phi ; Order of the Coif; Chancellors ; Consul ; Managing Editor, Texas Law Review, 1968-69; Texas Law Review Ex-Editors Association (President, 1976) ; Visiting Professor, Rice University, Commercial Law, 1980-82; Author, "Civil Voir Dire in Texas : Winning the Appeal

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Based on Bias or Prejudice," 31 South Texas Law Review 409 (1990) ; Panel Member, "Diagnosis of a Dispute," Third Annual Conference on Resolving Commercial Disputes Without Trial, Tulane University and The University of Texas, 1993 ; "Honorary Barrister Award" from the University of Texas Law School Board of Advocates (1999) ; Listed in The Best Lawyers in America (Texas Business Litigation), 1991-96 and 1999- 2005 editions; 1999 University of Texas Board of Advocates "Barrister of the Year" ; Leon Green Award, "for outstanding contribution to the legal profession," by the Texas Law Review Association (2002) ; International Who's Who of Commercial Litigators 2005 (4th Edition) ; Member of the University of Texas Law School Foundation Board of Trustees (2006-2008 term) . Recognized as a "Super Lawyer" by Texas Monthly magazine, a Law & Politics publication . Lectures : "Pleadings and Attacks on Pleadings," Advanced Civil Trial Practice, The State Bar of Texas Evidence Series, 1983; "Expert Witnesses ; Preparation and Examination," Houston Bar Association, 1989 ; "Jury Selection & Opening Statements in Texas Civil Practice," South Texas College of Law 1989 Discovery and Civil Trial Practice Institute ; "Arguing the Complex Case," The Art of Persuasion (A Performance Enhancement Course), The State Bar of Texas, 1989; 'What You Need to Know About Discovery to Avoid Paying Sanctions," Houston Bar Association Discovery Institute, 1987 . Member: American Law Institute; Fellow, American College of Trial Lawyers ; American Board of Trial Advocates ; International Academy of Trial Lawyers ; International Society of Barristers ; American Bar Association, Section of Litigation ; Fellow, American Bar Foundation ; State Bar of Texas ; Houston Bar Association ; Fellow, Houston Bar Association ; Texas Bar Foundation ; Admitted to practice before the bar in the District of Columbia ; Chairman, State Bar of Texas Committee on Child Abuse and Neglect (1995-1996) and a committee member until 1998 ; Texas Commission on Judicial Efficiency Judicial Task Force (1995-present) ; Chairman, Judicial Selection Advisory Committee for the Southern District of Texas (1993) ; Committee on Selection, Tenure & Compensation of State Judges, State Bar of Texas (1980-81) . EMAIL: lgodfrey@susmangodfrey .co m

PARTNERS

BARRY C. BARNETT, born January 19, 1959, Corsicana, Texas ; admitted to bar, 1985, Texas. Member, Bar of the Supreme Court of the United States of America ; United States Courts of Appeals, Fifth and Tenth Circuits; United States District Courts for the Northern, Eastern, Southern, and Western Districts of Texas, the District of Arizona, and the District of Colorado . Preparatory education, Yale University (B .A., Economics and History, magna cum laude, 1981) ; legal education, Harvard Law School (J .D ., cum laude, 1984) . Law Clerk to The Honorable Jerre S . Williams, United States Court of Appeals, Fifth Circuit (1984-85) . Selected for The Best Lawyers in America, Commercial Litigation (2003-2006) . Chosen as a Texas Super Lawyer in Business Litigation (2003-2006) and as a Top 100 Dallas/Ft. Worth Super Lawyer in Business Litigation (2005) . Editor, Bamett's Notes on Commercial Litigation . Author and speaker at continuing legal education seminars, including, in November 2005, "Class Action Settlements : Procedures, Methods, and Attorneys' Fees" for the Cuyahoga County (Cleveland), Ohio Bar Ass'n ; in June 2005, as panel moderator on "Effective Management and Trial of a Patent Case : The Symbiotic Relationship of In-House and Trial Counsel" for the State Bar of Texas Intellectual Property Law Section seminar at the Bar's annual meeting ; and, in November 2004, "D&O Liability Insurance Coverage Issues" for University of Texas School of Law's 23rd Annual Bankruptcy Conference (with Karl Dial, Fulbright & Jaworski) . Co-author, "Techniques for Expediting and Streamlining Litigation" for American Bar Association Section of Litigation's second edition of Business and Commercial Litigation in Federal Courts (2005) (with Stephen D . Susman). Member, State Bar of Texas ; American Bar Association ; Association of Trial Lawyers of America ; Dallas Bar Association; Houston Bar Association ; Yale Club of Dallas ; Harvard Club of Dallas ; Yale Club of New York City. Fellow, Dallas Legal Foundation and Houston Legal Foundation . Alumnus member, Texas Lyceum . EMAIL: [email protected] VINEET BHATIA, born Lucknow, India, August 13, 1965; admitted to bar, 1991, New York and 1996, Texas . Preparatory education: Rice University (B .A. 1987); legal education : Columbia University School of Law (J.D. 1990). Notes and Comments Editor, Columbia Law Review, 1989-90 and Harlan Fiske Stone Scholar (1987-90) . Law Clerk to The Honorable Jack B . Weinstein, United States District Court for the Eastern District of New York . Member: State Bar of New York ; State Bar of Texas; American Bar Association, Section of Litigation; New York State Bar Association ; Texas Bar Association ; Houston Bar Association. EMAIL: vbhatia@susmangodfrey .com RACHEL S . BLACK, born San Francisco, CA, admitted to bar, 2001, New York ; 2002, Washington . Preparatory education : University of California at San Diego (B .A., 1991) ; University of Nevada, Las Vegas (M.S . 1996, with honors) . Legal education: Cornell Law School (J .D ., magna cum laude, 1999) . Note Editor, Cornell Law Review, 1998-99. Law Clerk to The Honorable Alan C. Kay, United States District Court for the District of Hawaii, 1999-2000 ; Hon . Robert R. Beezer, United States Court of Appeals, Ninth Circuit, 2000-01 . Member: New York State Bar Association, Washington State Bar Association, Federal Ba r

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Association. EMAIL: rblack@susmangodfrey .com JONATHAN BRIDGES, born Mishawaka, Indiana ; December 17, 1968 ; admitted to bar, 2000, Texas . Preparatory education: Friends University (B .A., 1991) ; Ball State University (M .A., 1993) ; legal education : University of Notre Dame (J .D ., magna cum laude, 2000) . Editor in Chief, Notre Dame Law Review ; Law Clerk to The Honorable Thomas M . Reavley, United States Court of Appeals, Fifth Circuit ; Named "Rising Star" by Super Lawyers and Texas Monthly 2005, 2006. Author: "Hooding the Jury," 35 University of San Francisco Law Review 651 (2001) ; "Suing for Peanuts," 75 Notre Dame Law Review 1269 (2000) ; "Mitigating Measures Under the Americans with Disabilities Act: Interpretation and Deference in the Judicial Process," 74 Notre Dame Law Review 1061 (1999) . Admitted to practice in all courts of the State of Texas, and in the Fifth Circuit Court of Appeals and the Northern, Southern and Eastern Districts of Texas . He has also appeared in the Eighth Circuit Court of Appeals, the Western District of Oklahoma, the Southern District of Indiana, the Eastern District of Missouri, the Los Angeles County California Superior Court, the Garfield, Kingfisher and Bryan County District Courts in the State of Oklahoma and the Circuit Court for Baltimore City, Maryland . EMAIL : brides susman od fre .co m OPHELIA F . CAMINA, born San Antonio, Texas, December 5, 1955; admitted to bar, 1983, Texas . Preparatory education: Saint Mary's College of Notre Dame (B .A., magna cum laude, 1978) ; legal education : University of Notre Dame (J .D., cum laude, 1982) . Associate Editor : Notre Dame Law Review 1980-82 . Thomas J . and Alberta White Scholar for Law and Public Policy, 1981-82. Law clerk to the Honorable Judge Jerry Buchmeyer, United States District Court, Northern District of Texas (1982-83) . Selected as one of the "Top 50 Women" Lawyers by Texas Monthly in 2005 ; Selected as a "Super Lawyer" by Texas Monthly in 2003, 2004, 2005, and 2006 ; Recipient of the Dallas Business Journal's "40 Under 40 Award" (1993) ; Member, Board of Managers, Parkland Hospital & Health System (2005-06) ; Commissioner, Texas Equal Access to Justice Commission (2004-06) ; Director, State Bar of Texas (2001-05) ; Chairman of the Dallas Bar Foundation Fellows (2002-03) ; Appointed to the Governor's Commission for Women (1993-95) ; Chairman, Board of Directors, North Texas Legal Services (1990-93) . Member: American Bar Association ; State Bar of Texas ; Dallas Bar Association ; Fellow, American Bar Foundation ; Sustaining Life Fellow, Texas Bar Foundation ; Sustaining Life Fellow, Dallas Bar Foundation ; Higgenbotham Inn of Court; Mac Taylor Inn of Court. Adjunct Professor, Dedman School of Law, Southern Methodist University, Dallas, Texas ; 1983-85 and 1988-89 . Author. "De Minimus Defense is Not Available to a Lender For a Technical Violation of Regulation Z," 56 Notre Dame L . Rev . 573 (1981) ; Author "Selective Preemption : A Preferential Solution to the Bartkus-Abbate Rule in Successive Federal-State Prosecutions," 57 Notre Dame L . Rev. 340 (1982) ; Co-author: "Public Funding of Private Education : A Public Policy Analysis," 10 J . of Legis . 146 (1983) . EMAIL: ocamina susman odfre .co m WILLIAM CHRISTOPHER CARMODY, born New York, New York, November 25, 1957 ; admitted to bar, 1988, Texas . Preparatory education: United States Merchant Marine Academy, at Kings Point, New York (B .S., 1981) ; legal education : The University of Tulsa College of Law (J .D ., with honors, 1988) . Senior Staff Member, Tulsa Law Journal, 1987-88 . Honors: Order of the Curule Chair; Claude Rosenstein Scholar; John Rogers Scholar. Trial Lawyers College 2000 . Author : The Logical Recognition of Gradual Stress Disability Under Oklahoma's Workers' Compensation Act, 23 Tulsa L .J. 461 (1988); Deceptive Trade Practices Act, 48 SMU Law Review 1113 (1995) (with Eve Pouliot) ; Deceptive Trade Practices Act, 47 SMU Law Review 1033 (1994) (with Mark Anderson) . Member: American Bar Association, Dallas Bar Association, State Bar of Texas, Texas Trial Lawyers Association, Association of Trial Lawyers of America, American Society of Trial Consultants, SMU School of Law Executive Board . Recognized as a "Super Lawyer" by Texas Monthly magazine, a Law & Politics publication. EMAIL: bcarmody@susmangodfrey .com JOHNNY W. CARTER, born Dumas, Texas, July 22, 1972 ; admitted to bar, 1996, Texas . Preparatory education : Midwestern State University (B .A., 1993); legal education, : University of Texas School of Law (J .D ., 1996) . Managing Editor, Texas Law Review (1995-1996) . Law Clerk to The Honorable George P . Kazen, United States District Court for the Southern District of Texas (1997-1998) . Law Clerk to the Texas Sixth Court of Appeals (1996-1997) . Author : "To Provide for the Legal Defense : Legal Defense Funds and Federal Ethics Law," 74 Texas Law Review 147 (1995) ; "Judicial Profile: George P . Kazen," Federal Lawyer, Vol . 49, Nov ./Dec. 2002, p . 20 . Member: State Bar of Texas ; American Bar Association . Managing Editor, Texas Law Review (1995) EMAIL : 'carter susman odfre .co m IAN B . CROSBY, born Inglewood, California, August 20, 1970 ; admitted to bar, 1998, Washington . Preparatory education: Reed College, Portland, Oregon (B .A. 1995) ; Goethe Institut, Bremen, Germany (Zertifikat Deutsch als Fremdsprache, 1989) . Legal education : University of Texas School of Law (J .D. with high honors, 1998) . Fraternities : Chancellors, Order of the Coif. Articles Editor, Texas Law Review, 1997- 98 . Law Clerk to The Honorable John C . Coughenour, U .S . District Cou rt for the Western District of Oct-06

Washington, 1998-99 ; The Honorable Robert Boochever, U .S . Court of Appeals, Ninth Circuit, 1999-2000 . Author : Worlds in Stone : Gadamer, Heidegger, and Constitutional Originalism, 75 Tex . L . Rev . 849 (1998); Portland's Asset Forfeiture Program : The Effectiveness of Vehicle Seizure in Reducing Rearrest Among "Problem" Drunk Drivers, in Policing in Eastern and Central Europe : Comparing Firsthand Knowledge With Experience of the West (Milan Pagon ed . 1996). EMAIL : icrosby@susmangodfrey .com CHARLES R. ESKRIDGE III, born Cleveland, Ohio, April 23, 1963 ; admitted to bar, 1990, Texas . Preparatory education: Trinity University (B .S ., magna cum laude, 1985) ; President's Scholar, 1981-85 . Legal education : Pepperdine University (J .D., summa cum laude, 1990) ; Valedictorian ; Dean's Scholar, 1987-90 ; California Supreme Court Survey Editor, Pepperdine Law Review, 1988-90 . Law clerk to The Honorable Charles Clark, Chief Judge, United States Court of Appeals, Fifth Circuit, 1990-91 ; Justice Byron R. White, United States Supreme Court, 1991-92 . Special assistant to Howard M . Holtzmann, U . S. Arbitrator, Iran-U . S. Claims Tribunal, The Hague, 1992-94. Author: "The Constitutionality of the Federal Sentencing Reform Act after Mistretta v . United States," 17 Pepp . L. Rev. 683 (1990); "Survey of the California Death Penalty," 16 Pepp . L. Rev . 451 (1989) (co-author) . Board of Visitors of Pepperdine University School of Law; Adjunct Professor (Federal Courts), University of Houston Law Center . Admitted to bars of the State of Texas, U .S. Supreme Court, U .S . Court of Appeals for the Fifth Circuit, Southern District of Texas, and various federal district courts . Member: American Bar Association ; Houston Bar Foundation, Fellow; Houston Bar Association (Professionalism Committee ; Lawyers Against Waste Committee) ; United States Supreme Court Historical Society ; Texas Accountants and Lawyers for the Arts EMAIL: ceskrid a susman odfre .co m PARKER C . FOLSE, III, born Austin, Texas, July 8, 1954 ; admitted to bar, 1980, Texas ; 1982, Arizona ; 1995, Washington . Preparatory education : Harvard University (B .A., magna cum laude, 1977) ; legal education : University of Texas (J .D., with high honors, 1980) . Fraternities : Chancellors, Order of the Coif, Friars. Editor-in-Chief, Texas Law Review, 1979-80 . Law Clerk to The Honorable Joseph T . Sneed, United States Court of Appeals, Ninth Circuit, 1980-81 ; Justice William H . Rehnquist, United States Supreme Court, 1981-82 . Author : "Antitrust and Regulated Industries : A Critique and Proposal for Reform of the Implied Immunity Doctrine," 57 Tex. L . Rev . 749 (1979) ; Co- author: "Can Courts Govern? An Inquiry Into Capacity and Purpose," in Governing Through Courts (Gambitta, May, Foster eds . 1981) . Commissioner and Chairman, Texas State General Services Commission (appointed by Governor) (1993-94) . Named a "Super Lawyer" among civil litigators by Washington Law & Politics magazine (1999-2002) . Member: State Bar of Texas ; Washington Bar Association; American Bar Association (Antitrust and Litigation Sections) ; Vice- Chair, Private Antitrust Litigation Committee, ABA Antitrust Section (2001-present) ; former Vice-Chair, Civil Practice and Procedure Committee, ABA Antitrust Section (1998-2001) ; member, Executive Committee, Washington State Bar Antitrust, Consumer Protection, and Unfair Business Practices Section (2000- present) ; Houston Bar Association ; Life Fellow, Texas Bar Foundation . EMAIL : pfolse@susmangodfrey .com JOSEPH S . GRINSTEIN, born Houston, Texas, December 10, 1971 ; admitted to bar, 1997, Texas . Preparatory education : Rice University (B .A., summa cum laude, 1994). Legal education : Yale Law School (J .D ., 1997) . Fraternity : Phi Beta Kappa . Managing Editor, Yale Law Journal (1996-97) . Recipient: Theron Rockwell Field Prize, Best Presentation of Case, Barristers' Union Mock Trial Finals, 1996 ; John Fletcher Casky Prize, Best Presentation of Case, Barristers' Union Mock Trial Finals, 1997 . Law clerk to The Honorable Patrick E . Higginbotham, United States Court of Appeals, Fifth Circuit (1997-98) . Author : "The Mythology of Aggregate Corporate Knowledge : A Deconstruction,* 65 Geo . Wash. L. Rev . 210 (1997) (with Thomas A. Hagemann) ; Note, "Jihad and the Constitution : The First Amendment Implications of Combating Religiously Motivated Terrorism," 105 Yale L . J. 1347 (1996) . "Evaluating the Competitive Effects of Exclusive Dealing Agreements: The Plaintiffs' Perspective," American Bar Association Tele-seminar (June 24, 2005). Member: State Bar of Texas ; American Bar Association ; Houston Bar Association (Chair Elect of the Antitrust Section) . EMAIL : jg(instein@susmangodfrey .co m ERICA W. HARRIS, born Morristown, New Jersey, May 5, 1972 ; admitted to bar, 1996, Texas . Preparatory education : Rice University (B .A., magna cum laude, 1993) ; legal education : University of Texas School of Law (J .D., high honors, 1996) . Fraternities : Chancellors, Vice Chancellor; Order of the Coif; Phi Beta Kappa; Omicron Delta Epsilon . Symposium Coordinator, Texas Law Review . Law Clerk to The Honorable Lee Hyman Rosenthal, United States District Court for the Southern District of Texas, 1996-97) ; Visiting Lecturer in Law and Olin Fellow, University of Virginia School of Law (1997-1998) . Author : "Corporate Restructuring, Technical Change and the Distribution of Labor Income" in The Macrofoundations of Economic Growth (1998) (with Dr . Dagobert Brito and Dr . Michael D . Intriligator); "Controlled Impairments Under the Americans with Disabilities Act: A Search for the Meaning of 'Disability'," 73 Wash . L . Rev . 575 (1998) ; "The Regulation of Managed Care : Conquering Individualism and Cynicism in the Provision of Health Care," 6 Va . J . Soc . Pol' & the Law 315 (1999) ; "Is Age Discrimination Really Age Discrimination? :

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The ADEA's Unnatural Solution," 72 N .Y.U . L. Rev . 780 (1997) (with Professor Samuel Issacharoff) ; "Note, In Defense of Targeted ERIPs : Understanding the Interaction of Life-Cycle Employment and Early Retirement Incentive Plans," 74 Tex . L. Rev . 411 (1995) . Member : Admitted to the United States Supreme Court and the United States Court of Appeals for the 2nd, 5th and 11th Circuits . She is a member of the American Bar Association, Federal Bar Association, Fifth Circuit Bar Association, Houston Bar Association, Association of Women Attorneys, Houston Young Lawyers Association, and Association of Trial Lawyers of America and is a Fellow of the Houston Bar Foundation Association . EMAIL : eharris@susmangodfrey .com GEOFFREY L . HARRISON, born Tarreytown, New York, July 31, 1967; admitted to bar, 1993, Texas and New York . Preparatory education : University of Pennsylvania (B .A., B .S., cum laude, 1989). Legal education : The University of Chicago Law School (J .D ., with high honors, 1992) . Fraternities: Order of the Coif ; Order of Omega National Honor Society ; Phi Alpha Theta History Honor Society . Thomas R . Mulroy Award for Excellence in Appellate Advocacy (1992) ; Karl Llewellyn Memorial Cup Winner (1992) ; Ford Foundation Fellowship in International Law (1991-92) . Associate Comment Editor, The University of Chicago Law Review (1991-92) . Law Clerk to The Honorable Gerald Bard Tjoflat, Chief Judge, United States Court of Appeals, Eleventh Circuit, 1992-93. Author: "The Endangered Species Act and Ursine Usurpations: A Grizzly Tale of Two Takings," 58 U . Chi. L. Rev . 1101 (1991) ; "Settlement Through Summary Jury Trials," 23 The Advocate 22 (2003) . Named "Texas Super Lawyer" (2004-2006) and "Texas Rising Star" (2004) in Texas Monthly magazine . Named a "Top Lawyer in Houston" (2005, 2006) and one of "Houston's Best Lawyers Under 40" (2004) by H Texas magazine . Author: "The Endangered Species Act and Ursine Usurpations : A Grizzly Tale of Two Takings," 58 U . Chi. L. Rev . 1101 (1991) ; "Settlement Through Summary Jury Trials," 23 The Advocate - State Bar Litigation Section Report 22 (Summer 2003) ; "Choose the Right Trial Lawyer, Not Anyone Who Will Take Case," Houston Business Journal - 2006 Business Survival Guide (p . 18, April 14, 2006) . Member: State Bar of Texas (Litigation Council, State Bar of Texas Litigation Section (2003-present) ; The Advocate - State Bar Litigation Section Report, Editorial Board (2002-present) ; New York Bar Association ; American Bar Association ; Houston Bar Association . EMAIL : [email protected] MICHAEL A. LEE, born Houston, Texas, November 5, 1963 ; admitted to bar, 1990, Texas . Preparatory education : Rice University (B .A., with honors, Bob Quinn Outstanding Scholar Athlete, 1986) ; legal education : University of Houston (J .D., cum laude, 1990) ; Rice University "R" Association Scholarship . Associate Editor, Houston Law Review, 1989-90 . Author and speaker: "The Charge Conference and The Court's Charge," March 17, 1995, Brazoria County Civil Litigators Society . Author: "Special Techniques For Complex Litigation," July 1994 Advanced Civil Trial Law Course . Co-author: "Toxic Tort Litigation-The Plaintiffs View," January 1994, South Texas College of Law 5th Annual Environmental Law Symposium . Member : American Bar Association ; American Trial Lawyers Association ; State Bar of Texas ; Texas Trial Lawyers Association ; Houston Bar Association. EMAIL : mlee susman odfre .co m NEAL S. MANNE , born Baytown, Texas, July 31, 1955 ; admitted to bar, 1980, California; 1981, District of Columbia; 1988, Texas . Preparatory education : University of Texas (B .A., summa cum laude, Phi Beta Kappa, 1976) ; legal education : University of Texas (J.D., with high honors, 1980) . Fraternities : Chancellors, Order of the Coif, Friars. Associate Editor, Texas Law Review, 1979-80 ; Association Director, Texas Law Review, 1998 . Law Clerk to The Honorable William A . Norris, United States Court of Appeals, Ninth Circuit, 1980-81 . Chief Counsel and Staff Director, U . S. Senate Judiciary Subcommittee on Juvenile Justice, 1985- 86. Chief of Staff, U . S . Senator Arlen Specter, 1987-88 . Adjunct Professor of Law, George Mason School of Law, 1986-87 ; Commissioner, Texas Alcoholic Beverage Commission (appointed by Governor) 1992-93 . "Good Guy of the Year" (co-honoree with Vice-President Gore), National Women's Political Caucus (1994) ; included in "45 Under 45," The American Lawyer's profile of the 45 best young lawyers in America (1995) ; University of Texas School of Law "Distinguished Alumnus of the Year for Community Service"(1996) ; Included in "Best of the Best," International Commercial Litigation's rankings of the world's best litigation attorneys (1999) ; Inside Houston's "Best lawyers in Houston" (2000, 2003 and 2004) ; Houston Bar Association Auxiliary's Leon Jaworski Award for "a lifetime of volunteer service to the community" (2003) ; Ranked as one of the 100 best attorneys in the state of Texas in Texas Monthly magazine's 2003 survey of 'Texas Super Lawyers"; Named one of the best 25 commercial litigation attorneys in Texas in the 2004 Chambers USA client guide (based on survey of clients and competitors) ; Board of Directors : Houston Bar Foundation, Texas Law Review Association, Houston Food Bank, Texas Freedom Network, Texas Appleseed Foundation, University of Texas Foundation, Women's Advocacy Project, Center for AIDS, Houston Area Women's Center, People for the American Way, Houston Council on Alcoholism and Drug Abuse, Congregation Beth Israel, Houston Arboretum and Nature Center, Anti-Defamation League, Planned Parenthood Federation of America Action Fund . Member of the Encompass Board of Advisors . Elected member, American Board of Trial Advocates . Author: "Re-examining the Supreme Court's View of the Taking Clause," 58 Tex . L. Rev . 1447 (1980); Good Intentions, New Inventions," 58 Tex . L. Rev. 131 (1979) ;

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"The Role of State Courts in Labor- Related Access Disputes," 57 Tex . L. Rev . 131 (1978) . Member : State Bar of Texas ; State Bar of California; District of Columbia Bar American Bar Association ; Houston Bar Association ; Fellow, Texas Bar Foundation ; Fellow, Houston Bar Association . EMAIL : [email protected] DAVID C . MARCUS, born Boston, Massachusetts, February 3,1960 ; admitted to bar 1987, New York ; 1992, California ; 1993, Massachusetts . Preparatory education, Colby College (B .A., summa cum laude, 1982) ; legal education, Yale Law School (J .D ., 1985) . Editor : Yale Law Journal, 1984-85 . Law Clerk to .The Honorable Mariana R . Pfaelzer, United States District Court for the Central District of California, 1985-86 . Assistant Attorney General, Commonwealth of Massachusetts, 1992-94 (Public Protection Bureau) . Assistant United States Attorney for the Central District of California, 1994-99 (Major Frauds Section) . Executive Assistant United States Attorney, 1999-2000 . Member: Bars of the United States District Courts for the Southern and Eastern Districts of New York and for the Central District of California and the United States Court of Appeals for the Ninth Circuit . EMAIL : [email protected] KENNETH S . MARKS, born Houston, Texas, January 2, 1956 ; admitted to bar, 1982, New York and Texas . Preparatory education: Northwestern University (B .A., 1978) ; legal education : University of Texas (J.D., 1981) . Fraternities : Board of Advocates ; Teaching Quizmasters. The Review of Litigation, 1980-81 . Law Clerk to The Honorable Will Garwood, United States Court of Appeals, Fifth Circuit, 1981-82 . Co- author: "Supreme Court Clarifies State-Action Doctrine," N .Y .L .J., July 15, 1980 (with S . Axinn); "Diversity Jurisdiction and Local Bias : A Preliminary Empirical Inquiry," 9 J . Legal Stud . 93 (January 1980) (with J . Goldman) . Member : State Bar of Texas ; American Bar Association (Antitrust and Litigation Sections) ; Houston Bar Association . EMAIL : kmarks@susmangodfrey .com ERIC J . MAYER, born New Orleans, Louisiana, January 15,1958 ; admitted to bar 1984, Louisiana ; 1988, Texas . Preparatory education : Tulane University (B .A.,cum laude, 1981) ; legal education: Tulane School of Law (J .D., magna cum laude, 1984) . Fraternities : Phi Beta Kappa, Order of the Coif. Managing Editor for Business Affairs, Tulane Law Review 1983-84 . Law Clerk to The Honorable Charles Schwartz, Jr ., United States District Court, Eastern District of Louisiana, 1984-85 . Speaker: "Ultimate Trial Advocacy Institute 2001," Author and Speaker : "How to Protect the Company When the Deal Goes Bad," for Sonat Annual Lawyers Conference, October 1996 . Speaker : "Designing Profitable Alternative Billing Arrangements," for Business Development Associates, Inc., July 1996 . Author: "For Richer or Poorer- Equities of the Career Threshold, No-Asset Divorce," 58 Tul . L. Rev . 791 (1984) . Member : State Bar of Texas ; State Bar of Louisiana ; American Bar Association (Corporate, Banking, Business Law, General Practice, and Litigation Sections) ; Houston Bar Association . EMAIL: ema er susman odfre .com KENNETH E. McNEIL, born Columbus, Ohio, June 28,1944 ; admitted to bar, 1981, Texas and Wisconsin . Preparatory education: Baylor University (B .A., 1966); Vanderbilt University (Ph .D., 1973) ; legal education : University of Wisconsin (J .D., with honors, 1981) . Fraternities : Order of the Coif; Phi Eta Sigma ; Omicron Delta Kappa . Articles Editor, Wisconsin Law Review, 1980-81 . Law Clerk to The Honorable Samuel D . Johnson, United States Court of Appeals, Fifth Circuit, 1981-82 . Speaker: 29th Annual Securities Regulation Institute, sponsored by Northwestern University School of Law (2002) . Co-author: ""The Profitability of Consumer Protection : Warranty Policy in the Automobile Industry," 25 Admin . Sci. Q. 407 (1980) ; "Market Discrimination Against the Poor and the Impact of Consumer Disclosure Law : The Used Car Industry," 13 Law and Soc'y Rev . 693 (1979); "Regulation of Medical Devices and Organizational Behavior in Hospitals," 22 Admin . Sci . Q. 475 (1977). Member: State Bar of Texas (Member, Governing Council, Section of Antitrust & Business Litigation, 1987-94, Chairman, Section of Antitrust & Business Litigation, 1994-95); Houston Bar Association ; American Bar Association, Committee on Commercial, Banking and Financial Transactions of the Litigation Section; Committee on Federal Practice and Procedure of the Litigation Section ; Subcommittee to Update Antitrust Civil Jury Instructions Handbook of the Antitrust Section ; Board of Visitors, University of Wisconsin Law School ; Board of Directors, University of Wisconsin Law School Alumni Association ; President, Wisconsin Law Alumni Association (1999-2001) . Member of 12- person Civil Justice Institute, Litigation Section of American Bar Association (2002) . EMAIL: [email protected] BRIAN D . MELTON, born Shreveport, Louisiana, June 18, 1969 ; admitted to Texas bar in 1999 (scored second highest on Texas Bar Exam) . Preparatory education : United States Military Academy at West Point, New York (B.S . Mechanical Engineering 1991) ; military service, U .S . Army Infantry Officer (1991-96) ; legal education, University of Houston (J .D . 1999, summa cum laude - graduated second in class) . Houston Law Review Editor, 1997-99 (voted most valuable class law review member in 1998 and 1999) . Fraternities: Order of the Coif. Law Clerk to Justice James Baker, Texas Supreme Court (Summer 1997) ; Law Clerk to The Honorable Tom Stagg, United States District Court, Western District of Louisiana (1999) . Named one of "Houston's Best Lawyers Under40" in H Texas magazine (2004) . Recognized as a "Rising Star" by Texas

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Monthly magazine, a Law & Politics publication (2005,2006) . Member : State Bar of Texas; American Bar Association ; Federal Bar Association; Houston Bar Association ; Houston Intellectual Property Law Association . EMAIL : bmelton@susmangodfrey .com STEPHEN E . MORRISSEY, born Kettering, Ohio, July 3, 1971 ; admitted to bar, 1997, California. Preparatory education: University of Iowa (B .A., with honors and distinction, 1993) ; legal education, Columbia University School of Law (J .D., 1996) . Fraternities: Phi Beta Kappa . Managing Editor (1995-96) and Staff Member (1994-95), Columbia Law Review, James Kent Scholar (1996) and Harlan Fiske Stone Scholar (1994-95) . Law Clerk to the Honorable David M . Ebel, United States Court of Appeals, 10th Circuit . Author: Note, "State Settlement Class Actions that Release Exclusive Federal Claims : Developing a Framework for the Multijurisdictional Management of Shareholder Litigation," 95 Colum . L. Rev. 1765 (1995) . Member: State Bar of California ; American Bar Association (Litigation and Antitrust Sections) ; Los Angeles County Bar Association . EMAIL: [email protected] KAREN A. OSHMAN, born New York, New York, October 26, 1960 ; admitted to bar, 1985, Texas . Preparatory education : Yale College (B.A., summa cum laude, 1982); legal education: Yale Law School (J .D ., 1985). Fraternities : Phi Beta Kappa . Law Clerk to The Honorable Carolyn Dineen King, United States Court of Appeals, Fifth Circuit, 1985-86 . Publications: "An Impermissible Punishment : The Decline of Consistency as a Constitutional Goal in Capital Sentencing," 5 Pace L . Rev . 371 (Winter 1985) . Member: State Bar of Texas ; Fellow, Texas Bar Foundation . EMAIL: oshman@susmangodfrey .com TERRELL W. OXFORD, P.C., born San Antonio, Texas, December 31, 1946 ; admitted to bar, 1977, Texas . Preparatory education: Harvard University (B .A., cum laude, 1969) ; legal education : University of Texas School of Law (J.D., with honors, 1977) . Texas Law Review, 1975-77. Author: "Antitrust-Tying Arrangements-Class Actions," 55 Tex . L . Rev. 343 (1977) . Speaker: State Bar of Texas, Hot Topics in Litigation ; Advanced Civil Discovery Seminar, University of Houston Continuing Education Program ; Southwest Legal Foundation Antitrust Course ; New York Bar Association's Seminar on Trade Regulation . Co-author and Speaker: "High Technology Companies and Federal Security Law", State Bar of Texas Seminar, May, 2000 . Member: Civil Justice Reform Act Advisory Committee for the Northern District of Texas (1992-93) ; Chairman, Magistrate Judge Selection Panel for the Northern District of Texas (1993-94) ; State Bar of Texas ; American Bar Association ; Dallas Bar Association . Selected : 1997, 2001, 2005 by D Magazine as one of the best lawyers in Dallas ; Texas Super Lawyer by Texas Monthly magazine in 2003, 2004, 2005, and 2006 . EMAIL: toxford@_susmangodfrey.com THOMAS W. PATERSON, born Morenci, Arizona, January 6, 1958 ; admitted to bar, 1984, Wisconsin ; 1985, Texas; 2003, New Mexico . Education : Texas A&M University (B .S ., summa cum laude, Rudder Award, 1979); University of Wisconsin (M .A., with distinction, 1981 ; Ph .D ., 1984; J.D., magna cum laude, 1984) . Fraternities: Order of the Coif; Phi Kappa Phi ; Gamma Sigma Delta. Honors : Law Clerk to The Honorable Thomas Gibbs Gee, United States Court of Appeals, Fifth Circuit, 1985-86 ; Quality of Research Discovery Award for 1988, American Agricultural Economics Association ; 1997 Distinguished Alumni Lecturer in Agricultural Economics, University of Wisconsin ; Life Fellow - Texas Bar Foundation ; Fellow - Houston Bar Foundation ; Named a "Texas Super Lawyer" by Texas Monthly (2004, 2005, 2006) and a "Houston Top Lawyer" by H-Texas Magazine (2005, 2006) ; Outstanding Conservation Rancher of the Year for Southwestern New Mexico, 2001 ; 2004 New Mexico Tree Farmer of the Year . Publications: "Developments in Royalty Class Actions," 56th Annual Oil and Gas Law Program, Institute for Energy Law of The Center for American and International Law (formerly The Southwestern Legal Foundation) (2005) ; "Multidisciplinary Practice-What It Is and What It Might Mean In The Oil Patch," 51st Annual Institute on Oil And Gas Law and Taxation, Southwestern Legal Foundation, Ch .9S (2000) ; "The Effects of Monsanto, Matsushita and Sharp on the Plaintiffs Incentive to Sue," 23 Conn . L . Rev . 333 (1991); "The Sunkist Case : A Study in Legal- Economic Analysis" (1987) ; "Sherman Section 2 Monopolization for Agricultural Marketing Cooperatives," 60 Tulane L. Rev. 955 (1986); "State Sales-Below-Cost Laws : Evidence from the Grocery Trade," 62 J . Retailing 166 (1986) ; "Policies to Promote Competition," in The Organization and Performance of the U . S. Food System (1986) . Member. Admitted to practice in Texas, New Mexico and before the United States Supreme Court, the U.S . Court of Appeals for the Fifth Circuit, and the U .S . District Courts for the Southern District of Texas, the Eastern District of Texas, the Northern District of Texas and the District of New Mexico ; State Bar of New Mexico ; Texas and Houston Bar Associations, 1985 - present; American Bar Association, 1985-present ; Vice-Chairman of Energy and Natural Resources Litigation Committee, 1998 - 2001 ; American Agricultural Economics Association, 1980 - present . EMAIL: tpaterson@susmangodfrey .com J. HOKE "TREY" PEACOCK III, born Austin, Texas, April 24, 1965 ; admitted to bar, 1990, Texas . Preparatory education : Princeton University (A .B ., with honors, 1987) ; legal education : University of Texa s

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(J.D ., with honors, 1990) . Fraternities : Chancellors, Order of the Coif. Managing Editor, Texas Law Review, 1989-90 . Law Clerk to The Honorable Joseph T . Sneed, United States Court of Appeals, Ninth Circuit, 1990-91 . Author: "Deviation and the Package Limitation in the Hague Rules and the Carriage of Goods by Sea Act : An Alternative Approach to the Interpretation of International Uniform Acts," 68 Tex . L . Rev . 977 (1990) . Honors : named to the inaugural list of "Texas Rising Stars" in June 2004, recognizing the top Texas lawyers, age 40 years or younger . Member : State Bar of Texas ; American Bar Association ; Houston Bar Association . EMAIL : tpeacock@susmangodfrey .com SHAWN L . RAYMOND, born Honolulu, Hawaii, February 8, 1972 ; admitted to bar, 2000, Texas . Preparatory education: George Washington University (BA ., magna cum laude, 1994) . Teach for America, Mississippi Delta (1994-96) . Legal education: University of Texas School of Law (J .D., with honors, 1999) . Fraternities: Phi Beta Kappa . Managing Editor, Texas Law Review (1998-99) . Law Clerk to The Honorable Samuel B . Kent, United States District Court for the Southern District of Texas (1999-2000) . Managing Editor of the Texas Law Review where his Note, Where Are the Reasonable Efforts to Enforce the Reasonable Efforts Requirement?: Monitoring State Compliance Under the Adoption Assistance and Child Welfare Act of 1980, was published, 77 Tex . L. Rev. 1235 (1999) . Recognized by Texas Monthly as a "Texas Rising Star" in 2005, 2006 . H Magazine recognized his as a "Lawyer on the Fast Track" in the area of commercial litigation (2005) and as a "Top Professional on the Fast Track" (2006) . Member : State Bar of Texas, Houston Bar Association, American Bar Association . EMAIL: sraymond@susmangodfrey .com ROBERT RIVERA, JR ., born Jacksonville, Florida, March 21, 1966 ; admitted to bar, 1990, Texas . Preparatory education : University of Texas (BA ., 1986) . Legal education : Yale Law School (J .D ., 1990) . Member: State Bar of Texas; Houston Bar Association ; American Bar Association ; Texas Trial Lawyers Association; Houston Young Lawyers Association . EMAIL: rrivera@susmangodfrey .com JONATHAN J . ROSS, born New York, New York, May 31, 1965 ; admitted to bar, 1993, New York ; 1994, Texas . Preparatory education : Georgetown University (BA ., magna cum laude, 1987) ; Morris Historical Medal . Legal education : Yale Law School (J .D ., 1992) . Fraternities ; Phi Beta Kappa . Senior Editor, Yale Law Journal (1991-92) ; Managing Editor and Student Writing Editor, Yale Journal of International Law (1990-91) . Law Clerk to The Honorable Lynn N . Hughes, United States District Court for the Southern District of Texas, 1992-94 . Recognized by Texas Monthly as a "Texas Rising Star" in 2005 . Member : State Bar of Texas, State Bar of New York, American Bar Association, Houston Trial Lawyers Association . EMAIL: iross@susmangodfrey .com MARY KATHRYN SAMMONS, born El Paso, Texas, March 13, 1958 ; admitted to bar, 1987, Texas . Preparatory education : Rice University (B.A., cum laude, 1981) ; legal education : University of Houston (J .D., summa cum laude, 1987) . University of Houston Law Foundation Academic Excellence Award (award for graduating first in class), 1987 . Fraternities : Order of the Coif; Order of Barons . Associate Editor, Houston Law Review, 1986-87 . Law Clerk to The Honorable Carolyn Dineen King, United States Court of Appeals, Fifth Circuit, 1987-88 . Author : "Comparable Worth and the Courts : How Fear of the Market Place i s Changing the Face of Title VII," 23 Hous. L . Rev. 1185 (1986) . Member: State Bar of Texas; American Bar Association (Litigation and Insurance Law Sections) ; Houston Bar Association. EMAIL: ksammons@susmangodfrey .com EDGAR G . SARGENT, born Grand Forks, North Dakota, June 9, 1963 ; admitted to bar, 1998, Washington . Preparatory education : Yale University (B .A. in philosophy, 1986). Legal education : University of Washington (J .D. with high honors, 1998) . Fraternities: Order of the Coif. Editor in Chief, Washington Law Review, 1997-98 . Law Clerk to The Honorable John C . Coughenour, Chief Judge of the U .S . District Court for the Western District of Washington, 1998-2000 . Part-time lecturer, University of Washington School of Law, summer term 2000 . Member : State Bar of Washington . EMAIL: esargent@susmangodfrey .com MARC M . SELTZER, born Los Angeles, California, April 30, 1947 ; admitted to bar, 1972, California . Preparatory education : University of California at Berkeley (B .A., 1969); legal education : UCLA School of Law (1972) . Deputy Attorney General for the State of California (1972-73) . Author: "Shareholders' Derivative Suits in Contests for Corporate Control," published in Securities Litigation 1986 : Prosecution and Defense Strategies (PLI 1986) ; "Measures of Damages in Private Actions for Violations of the Federal Securities Laws : The Basic Rules and Selected Problems," published in Securities Litigation 1990 (PLI 1990) ; "Choosing Between Class and Derivative Actions," published in Second Annual Institute, Class and Derivative Litigation in the 1990's -The New Frontier (Prentice Hall Law & Bus . 1991); and the same topic for the Third, Fourth, and Fifth Annual Institutes ; co-author, Antitrust and Trade Regulation Law Section, State Bar of California, California Antitrust Law (Second) . Recent Development in the Law of Attorney- Client Privilege, published in Litigation & Resolution of Complex Class Actions (Glasser Legal Works 2000) ; Californ ia Antitrust and Unfair Competition Law (Third) (2003) published by the Antitrust and Unfai r

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Competition Law Section of the State Bar of California ; California Federal Civil Rules (Matthew Bender & Co., Inc . 2005) . Member: Bars of the United States District Courts for the Central, Southern, Eastern, and Northern Districts of California and the United States Courts of Appeals for the Fifth, Ninth, Tenth and Eleventh Circuits; American Bar Association (and its Business Law, Antitrust Law, Torts and Insurance Law, and Litigation Sections) ; American Law Institute ; Association of Trial Lawyers of America ; Association of Business Trial Lawyers ; the Los Angeles County Bar Association ; Selden Society ; Board of Editors of Class Action Reports ; Ninth Judicial Circuit Historical Society, and Board of Directors of the Legal Aid Foundation of Los Angeles . EMAIL : mseltzer@susmangodfrey .com FLOYD G . SHORT, born Heidelberg, Germany ; admitted to bar, 1992, Washington ; Preparatory education : Williams College (B .A.,magna cum laude, 1985) ; legal education : Yale Law School (J .D . 1990). Editor, Yale Law Journal, 1989-1990 . Law Clerk to The Honorable Betty B. Fletcher, U .S . Court of Appeals, 9th Circuit (1990-1991). Named a "Rising Star" by Washington Law & Politics Magazine (2002) . Member: Washington State Bar Association, U .S . Court of Appeals for the 9th Circuit, Federal Bar Association. EMAIL : fshort@susmangodfrey .com JAMES T. SOUTHWICK, born Syracuse, New York, July 16, 1960 ; admitted to bar, 1990, New York ; 1992, District of Columbia ; 1997, Texas . Preparatory education: College of William and Mary (B .A. 1982); legal education : Syracuse University College of Law (J .D. magna cum laude, 1989) . Editor-in-Chief, Syracuse Journal of International Law & Commerce, 1988-89 . Fraternities : Order of the Coif. Member : Association of the Bar of the City of New York, District of Columbia Bar Association, State Bar of Texas, American Bar Association, Houston Trial Lawyers Association . EMAIL: [email protected] HARRY P . SUSMAN, born Houston, Texas, March 31, 1969 ; admitted to bar, 1998, Texas . Preparatory education : Yale University (B.A., cum laude, 1991) . Legal education : University of Texas (J .D., with high honors, 1996) . Fraternities: Chancellors, Order of the Coif. Editor-in-Chief, Texas Law Review, 1995-96. Law Clerk to The Honorable Alex Kozinski, United States Court of Appeals, Ninth Circuit, 1996-1997; Justice Anthony M . Kennedy, United States Supreme Court, 1997-1998 . Co-author: "Original Mean[der]ings", 49 Stan . L . Rev . 1583 (1997). Has been recognized by Texas Monthly as a "Super Lawyer" and recognized as one of the best lawyers under 40 in Houston by H Texas Magazine . Member: State Bar of Texas; American Bar Association ; Houston Bar Association . EMAIL: hsusman@susmangodfrey .co m KATHERINE G . TREISTMAN, born Moscow, U .S .S .R, April 20,1970 ; admitted to bar, 1996, Texas . Preparatory education: Tufts University (B .A., magna cum laude, 1993) ; Columbia University (Study Abroad in Paris, 1992) ; Georgetown University (School of Foreign Service, 1991) ; The White House, Office of Presidential Speechwriting, 1991 . Legal education : University of Texas Law School (J .D ., with honors, 1996) . Member, Texas Law Review, 1994- 96; Order of the Coif, 1996 ; Law Clerk to Justice Rose Spector, Texas Supreme Court (Spring 1996) ; Winner and Best Advocate, Locke Purnell Rain & Harrell Mock Trial Competition, 1995 ; Finalist and Best Brief, Gibbs & Bruns Moot Court Competition, 1994 . Recognized by Texas Monthly as a "Super Lawyer" in 2005, 2006 . Member : American Bar Association, State Bar of Texas, Houston Bar Association, Houston Young Lawyers Association, Association of Women Attorneys and Houston Trial Lawyers Association . EMAIL: ktreistman susman odfre .com MAX L . TRIBBLE, JR., born Redding, California, December 17,1963 ; admitted to bar, 1988, Texas . Preparatory education: University of Texas (B .B.A., with high honors, 1985) ; legal education : Harvard Law School (J .D., cum laude, 1988) . Editor, Harvard Journal of Law and Public Policy, 1986-87 . Recognized by Texas Monthly as a "Super Lawyer" in 2005, 2006 ; recognized by Texas Monthly as a "Rising Star" in 2005 . Recognized by H Texas magazine as a "Top Lawyer in Houston" for patent and intellectual propert y litigation . Member: State Bar of Texas; American Bar Association (Business Law, Litigation, and Antitrust Sections) ; Houston Bar Association . EMAIL: mtribble susman odfre .com JOHN W . TURNER, born Crockett, Texas, November 12, 1974 ; admitted to bar, 2000, Texas . Preparatory education : Harvard University (B .A., 1997) . Legal education : Yale Law School (J .D. 2000). Law Clerk to The Honorable Lee H . Rosenthal, United States District Court for the Southern District of Texas (2000- 2001) . Thurman Arnold prize as Best Oral Advocate ; Morris Tyler Moot Court of Appeals at Yale (1998) . Member: State Bar of Texas . Named 2006 Rising Star by Texas Monthly Magazine, a Law & Politics publication . EMAIL : [email protected] m MARK L. D . WAWRO, born Hartford, Connecticut, October 13, 1952; admitted to bar, 1981, Texas. Preparatory education: Brown University (B .A., with honors, 1975) ; legal education : University of Texas (J.D., with honors, 1979) . Board Certified Civil Trial Law - Texas Board of Legal Specialization ; Articles Editor, Texas Law Review, 1978-79 ; Law Clerk to The Honorable Carolyn D . King, United States Cou rt of

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Appeals, Fifth Circuit, 1979-80; Author: "Effective Presentation of Experts," 19 Litigation (ABA), Spring, 1993; 'The Spa Fields Conspiracy," 19 Litigation (ABA), Winter, 1993 ; "Starting on the Right Foot : Effective Opening Statement," 25 Litigation (ABA), 1998 ; Co-author: "State Action Immunity and Antitrust Issues in Cable Television Franchising," 3 Comm/Ent 645 (1982) ; Honors : listed in The Best Lawyers in America, 1999-2000 edition ; Guide to the World's Leading Litigation Lawyers, 1997 edition . Member: State Bar of Texas ; Fellow, Texas Bar Foundation; Houston Bar Association ; American Bar Association (ABA Task Force on Sample Antitrust Civil Jury Instruction) . EMAIL : mwawro t@susmangodfreyn .com

OF COUNSEL

CAROLYN P. COURVILLE, born DeRidder , January 19, 1957 ; admitted to bar, Preparatory education : Louisiana State University (B.A., cum laude 1978), Cornell University (M .Sc., Geophysics 1984), University of Cambridge (Ph.D., Geophysics, 1990) . Legal education : University of Houston (J .D., magna cum laude, 1998) . Fraternities : Order of the Barons . Articles Editor, Houston Law Review. Author : "Rationales for the Confidentiality of Psychotherapist-Patient Communications : Testimonial Privilege and the Constitution," 35 Houston L . Rev. 187 (1998) . EMAIL: KENNETH E. GARDNER , born Pittsburgh, Pennsylvania, August 11, 1962 ; admitted to bar, 1988, Texas . Preparatory education, University of Texas, Arlington (B .B.A. 1984); legal education, Southern Methodist University School of Law (J .D., 1988) . Member: State Bar of Texas; American Bar Association ; Dallas Bar Association . Also admitted to practice before the United States Court of Appeals, Fifth Circuit ; the United States District Court for the Northern District of Texas ; the United States District Court for the Eastern District of Texas ; the United States District Court for the Western District of Texas ; and the United States District Court for the Southern District of Texas .

STUART V. KUSIN, born Texarkana, Texas, June 16,1961 ; admitted to bar, 1986, Texas . Preparatory education, University of Texas at Austin (B .A., 1983) ; legal education, South Texas College of Law (J .D ., 1985) . Co-author: "Monetary Relief for the Franchisee and Franchisor-Franchisee's Recovery of Punitive Damages and Attorney's Fees," October 1995, for American Bar Association's Forum on Franchising . Co- author: "Federal Preemption," August 1996, 19th Annual Advanced Civil Trial Course for the State Bar of Texas . Co-author: "Federal Rules," November 1996, South Texas College of Law's Second Annual Discovery Practice Conference . Member, State Bar of Texas (Member, Antitrust and Litigation Sections), Houston Bar Association (Member, Litigation Section) . EMAIL: [email protected]

ASSOCIATES

ASH AGRAWAL, born Allahabad, India ; admitted to education : Bucknell University (B .A., Economics and History, magna cum laude with departmental honors, 1999) ; University of Oxford, Mansfield College, 1997-98 (PPE) . Legal education : The University of Chicago Law School (J .D., with honors, 2002) . Fraternities : Phi Beta Kappa . Honors & Distinctions : Member, The University of Chicago Law Review; Law Clerk to The Honorable Jacques L. Wiener, Jr ., United States Court of Appeals, Fifth Circuit (2003-04) ; Thomas R . Mulroy Award for Excellence in Appellate Advocacy ; James B. Blake Scholar (1999-2002) ; Illinois Judicial Council Scholarship ; JTB Foundation Constance Baker Motley Prize . Recognized by Texas Lawyer as a "Rising Star" in 2006 . Languages: Hindi . Member: State Bar of Texas; Houston Bar Association ; American Bar Association ; American Constitution Society for Law & Policy . EMAIL : sagrawaI(a susmangodfrev .co m MATTHEW R. BERRY, born in Twin Falls, Idaho, November 24, 1979 . Admitted to bar, 2006, Washington . Preparatory education: University of Idaho (B.S ., Finance, summa cum laude, 2002) . Legal education : University of Washington (J .D., high honors, 2005) . Law Clerk to the Honorable Stephen S . Trott, U .S . Court of Appeals for the 9 Circuit (2005-06) ; Order of the Coif; Executive Articles Editor, Washington Law Review (2004-05) ; Vice President, Moot Court Honor Board (2004-05) . Member: Washington State Bar, U .S . Court of Appeals for the Ninth Circuit . JEREMY J . BRANDON, born Tahoka, Texas, February 28, 1978 . Admitted to bar, 2003, Texas ; 2004, District of Columbia. Preparatory education, Texas A&M University (B .S ., Political Science, summa cum laude, 2000) ; legal education, Harvard Law School (J .D ., magna cum laude, 2003) . Law Clerk to the Honorable Jeffrey R . Howard, United States Court of Appeals, First Circuit, 2003-2004. Member : State Bar of Texas, District of Columbia Bar, Bar of the United States Court of Appeals for the First Circuit, and Bar o f United States District Court for th e Northern District of Texas .

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EMAIL : jbrandon susman odfre .com WARREN T . BURNS, born Columbus, Mississippi ; admitted to New York State, 2005 ; admitted to Texas, 2006 Texas . Legal education : Tulane University School of Law (J .D., with hi hest honors, 2004) . Law Clerk to the Honorable Paul J . Kelly, Jr ., United States Court of Appeals for the 10 Circuit (2004-2005) . Editor in Chief, Tulane Law Review, 2003-04 . Order of the Coif. Admitted to practice in New York and Texas ; United States Courts of Appeals for the Fifth and Tenth Circuits ; United States District Courts for the Eastern and Northern Districts of Texas ; New York State Bar Association ; American Bar Association. Publications : Co- author with Steve Susman, The Alien Tort Statute : Corporate Accountability after Sosa v . Alvarez-Machain, Practical Law Company - 2006/07 Dispute Resolution Handbook ; Co-author with Steve Susman, Country Q&A United States and Seizing Assets Q&A, Practical Law Company - 2006/07 Dispute Resolutio n Handbook; Author: Book Review, Becoming Free, Remaining Free : Manumission and Enslavement in New Orleans, 1846-1862, 78 Tul. L. Rev . 2339 (2004) and Note, No Way to Run a Railroad : The Fifth Circuit Goes Off-Track in Applying Louisiana Expropriation Law in Illinois Central Railroad Co . v. Mayeux, 77 Tul . L . Rev . 1429 (2003) . EMAIL : wburns susman odfre .co m VICTORIA L . COOK, born Carrollton, Texas, February 22, 1975 ; admitted to bar, 2001, Texas . Preparatory education, University of Houston (B .A. with University Honors and Honors in Major, magna cum laude, 1997) ; legal education, University of Texas School of Law (J .D., with honors, 2001) . Fraternities : Chancellors ; Order of the Coif. Associate Editor, Texas Law Review (2000-2001) . Law Clerk to The Honorable Lee H . Rosenthal, United States District Court for the Southern District of Texas (2001-2002) . Author : Note, Life in Prison Without A Trial : The Indefinite Detention of Immigrants in the United States, 79 Tex. L. Rev . 769 (2001) ; Resolving Human Rights Violations of Past Regimes : Argentina's Policy Choices, 1983-1990 (Univ. of Houston Honors College Thesis, 1997) . Member : State Bar of Texas. EMAIL: vcook@susmangodfrey .co m NICHOLAS F . DAUM, born Santa Monica, California, November 19, 1974 . Admitted to the bar 2005, California . Preparatory education : Cornell University (B .A., magna cum laude, Duniway Prize, 1996) ; University of California at Berkeley (M .A., History, 2000) ; legal education, Yale Law School (J .D. 2003) . Phi Beta Kappa ; U.C. Berkeley Departmental Scholar. Notes Editor, Yale Law Journal, 2002-2003 ; Executive Editor, Yale Journal on Regulation, 2002-2003; Coker Fellow . Law Clerk to the Honorable Raymond C . Fisher, U .S . Court of Appeals, Ninth Circuit, 2003-2004 . Author "Section 1983, Statutes and Sovereign Immunity," 112 Yale Law Journal 353 (2002) . EMAIL : ndaum susman odfre .co m DAN M . FEATHER, born Menard, Texas . Admitted to bar, 2006, Texas . Preparatory education : Texas A&M University (B .A., magna cum laude, 1998) ; legal education : University of Texas School of Law (J .D. 2006). Member: Texas Law Review . Platoon Leader, Task Force Pathfinder, 82"d Airborne Division, Fallujah, Iraq (Bronze Star) . Brown/Rudder Most Outstanding Graduate of Texas A&M, 1998 . Corps Commander, Texas A&M University, 1997-98 . EMAIL : dfeather@susmangodfrey .co m MICHAEL P. FRITZ, born Baton Rouge, Louisiana, February 9, 1977 . Admitted to bar, 2002, Texas . Preparatory education, The University of Texas (B .A., Economics, with special honors, 1999) ; legal education, The University of Texas School of Law (J .D ., with honors, 2002) . Fraternities : Order of the Coif. Member: State Bar of Texas, United States District Courts for the Northern and Eastern Districts of Texas, and Dallas Bar Association . EMAIL: mfritz susman odfre .com JASON P . FULTON, born Midland, Texas, 1974 . Admitted to the bar 2003, Texas . Preparatory education, University of Pennsylvania (BA . 1997) . Legal Education, The University of Texas School of Law (J .D ., with high honors, 2003) . Order of the Coif, Associate Editor, Texas Law Review . Law Clerk to the Honorable Royce C . Lamberth, United States District Court for the District of Columbia, 2003-2004 . Member: State Bar of Texas . EMAIL : [email protected] m DREW D . HANSEN, born Merrill, Wisconsin, October 22, 1972, admitted to bar2000, Washington . Preparatory education : Harvard University (A .B., summa cum laude, 1995) ; Oxford University (B .A., 1997) . Legal education : Yale Law School (J .D., 2000) . Rhodes Scholar. Editor, Yale Law Journal . Recipient of Judge William E. Miller Prize (2000), Colby Townsend Prize (1999) . Law Clerk to The Honorable Pierre N. Leval, United States Court of Appeals for the Second Circuit, 1999-2000 . Named a "Rising Star" by Washington Law & Politics magazine (2002) . Author: The Dream : Martin Luther King, Jr., and the Speech that Inspired a Nation (forthcoming, HarperCollins, 2003), "The Sit-Down Strikes and the Switch in Time," 46 Wayne Law Review 49 (2000), "The American Invention of Child Support : Dependency and Punishment in Early American Child Support Law," 108 Yale Legal Journal 1123 (1999) . EMAIL : dhansen@susmangodfrey .co m RICHARD W . HESS, born Columbus, Ohio, November 22, 1972 ; admi tted to bar, 2004, Texas . Preparato ry

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education, Emory University (BA ., 1995) . Spokesperson, Democratic National Committee, Washington, D .C . (1996-2001) . Legal education, The University of Chicago Law School (J .D ., with honors, 2004) . Fraternities: Phi Beta Kappa, Phi Alpha Theta History Honor Society, Pi Sigma Alpha Political Science Honor Society. Thomas R . Mulroy Award for Excellence in Appellate Advocacy (2004) ; Karl Llewellyn Memorial Cup Winner (2004) . Member, The University of Chicago Law Review (2002-2004) . Note, No Fair Play for Millionaires? McCain-Feingold's Wealthy Candidate Restrictions and the First Amendment, 70 U . Chi. L . Rev . 1067 (2003) . Law Clerk to The Honorable Lee H . Rosenthal, United States District Court for the Southern District of Texas (2004-2005) . Member: State Bar of Texas. EMAIL: rhess@susmangodfrey .com KATHRYN P . HOEK, born State College, Pennsylvania, October 14, 1975 ; admitted to bar, 2001, California . Preparatory education, Yale University (B .A. with Honors and Distinction in Major, summa cum laude, 1997) ; legal education, Yale Law School (J .D., 2001) . Fraternities: Phi Beta Kappa . Coker Fellow (2000-2001). Law Clerk to The Honorable Lee H . Rosenthal, United States District Court for the Southern District of Texas (2001-2002). Member: State Bar of California, Federal Bar Association, Association of Business Trial Lawyers . EMAIL : khoek@susmangodfrey .com ALEXANDER L. KAPLAN, born Princeton, New Jersey, February 5, 1980 ; admitted to bar, 2004, Texas . Preparatory education : University of Colorado at Boulder (B .A., 2001). Legal education : University of Texas School of Law (J .D., with high honors, 2004) . Law School Honors : Order of the Coif; Editor-in-Chief, Texas Law Review, 2003-04 ; National Champion, Judge John R . Brown National Admiralty Moot Court Competition, 2004 ; Dean's Award in Antitrust; Endowed Presidential Scholarship, 2003-04 . Law Clerk to the Honorable Jerry E . Smith, United States Court of Appeals, Fifth Circuit, 2004-05 . Member. State Bar of Texas; American Bar Association ; Houston BarAssociation . EMAIL: [email protected] RYAN C . KIRKPATRICK, born Eugene, Oregon ; admitted to bar, 2005, California . Preparatory education : Yale University (B .A., Political Science, 2001) . Legal education : University of California, Los Angeles (J .D., 2005) . Law School Honors : Law Clerk to the Honorable Ruggero J . Aldisert, U .S . Court of Appeals for the Third Circuit (2005-2006) ; Order of the Coif; Executive Editor-in-Chief, Pacific Basis Law Journal. Member : State Bar of California . WILLIAM R. H. MERRILL, born New Haven, Connecticut, January 6, 1968 ; admitted to bar, May, 1999, Texas. Preparatory education, University of Texas at Austin (B .A. Plan II - Liberal Arts, 1991 ; MBA 1993) . Legal education, University of Texas School of Law (J .D. 1998). Law School Honors : Selected as Clerk of the Chancellors, Order of the Coif. Member: State Bar of Texas. EMAIL: [email protected] TIBOR L . NAGY, born Weehawken, New Jersey, January 2, 1978 ; admitted to bar, 2003, Texas . Preparatory education, Dartmouth College (B .A., summa cum laude, 2000) ; legal education, Yale Law School (J .D., 2003) . Law Clerk to the Honorable Melinda Harmon, United States District Court for the Southern District of Texas (2003-2005) . National Trial Competition, Northeastern Region Champion (2003) ; Recipient of Olin Law and Economics Fellowship . Co-author with Allan Kanner, Legal Strategy, Storytelling and Complex Litigation, AMERICAN JOURNAL OF TRIAL ADVOCACY, Cumberland School of Law (2006) ; Author, The "Blind Look" Rule of Reason : Federal Courts' Peculiar Treatment of NCAA Amateurism Rules, 15 Marq . Sports L. Rev. 331 (2005); Author, The Fall of the False Dichotomy: The Effect of Desert Palace v. Costa on Summary Judgment in Title Vll Discrimination Cases, 46 S . Tex. L. Rev . 137 (2004) ; Co-author with Allan Kanner, Exploding the Blackmail Myth : A New Perspective on Class Action Settlements, _ _ Baylor L . Rev . _ _ (2005) (forthcoming) ; Co-author with Allan Kanner, Measuring Loss of Use Damages in Natural Resource Damage Actions, 30 Colum . J. Envtl . L . 417 (2005) ; Co-author with Allan Kanner, Arguing the Toxic Tort Case : Some Thoughts on the Process (Louisiana Trial Lawyers Association 2006) (forthcoming) ; Co-author with Allan Kanner, Communications Between Attorneys and Putative Class Members, in Attorney-Client Privilege in Civil Litigation : Protecting and Defending Confidentiality (American Bar Association, 3rd ed ., 2004) ; Co-author with Allan Kanner, Perspectives on the Attorney-Client Privilege and the Work Product Doctrine, in Attorney-Client Privilege in Civil Litigation : Protecting and Defending Confidentiality (American Bar Association, 3rd ed ., 2004) ; Co-author with Allan Kanner, Crocodile Tears: Polluters' Concerns About Contingency Fees in NRD Cases, ABA Environmental Litigation Committee Newsletter, Vol . 6 (November 2004) ; Co-author with Allan Kanner, Exploding the Blackmail Myth: A New Perspective on Class Action Settlements, 57 Baylor L . Rev . 681 (2005) . Member : State Bar of Texas, Houston Bar Association, American Bar Association . EMAIL: tnagy@susmangodfrey .com JUSTIN A. NELSON, born Houston, Texas, November 22, 1974 ; admitted to bar 2001, Washington ; 2002, Texas; 2004, District of Columbia . Preparatory education, Yale University (B .A., cum laude, 1997) ; legal education, Columbia University (J .D. 2000) . Awards : James Kent Scholar, 1997-98, 1998-99, 1999-2000 ; Class of 1912 Prize ; James Elkins Prize; Young B. Smith P rize; John Ordronaux Prize for Highest Academic

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Average in Graduating Class . Articles Editor, Columbia Law Review (1999-2000) . Law Clerk to the Honorable J . Harvie Wilkinson III, United States Court of Appeals for the 4th Circuit (2000-2001) ; Justice Sandra Day O'Connor, United States Supreme Court (2002-2003) . Publications: "The Supply and Demand of Campaign Finance Reform," 100 Columbia Law Review 524 (2000) ; "Drafting Lyndon Johnson : The President's Secret Role in the 1968 Democratic Convention," 30 Presidential Studies Quarterly 688 (2000) ; "Discrimination with a Difference : Can Employment Discrimination Law Accommodate the Americans with Disabilities Act?" 79 N .C.L . Rev.307 (2001) (co-author Samuel Issacharoff) . EMAIL: inelson@susmangodfrey .com JOHN M . "JAY" NEUKOM, born Seattle, Washington ; admitted to bar, 2005, Washington State . Preparatory education: Dartmouth College (B .A., 1997), Yale University (M .A., 2001); legal education : Stanford Law School (J .D., 2004) . Executive Editor, Stanford Law Review (2002-04) . Law Clerk to the Honorable Jose A. Cabranes, U .S . Court of Appeals for the 2nd Circuit . Member: Washington State Bar, U.S . Court of Appeals for the 9th Circuit, U.S. District Court for the Western District of Washington, U .S. Court of Federal Claims . EMAIL : [email protected] DAVID H . OROZCO, born Lyons, Illinois, November 14, 1972 ; admitted to bar, 2002, California . Preparatory education, University of Illinois at Urbana-Champaign (B .A., magna cum laude, 1994); legal education, Stanford Law School (J .D., with distinction, 2001). Fraternities : Phi Beta Kappa . Editor, Stanford Law Review. Law Clerk to The Honorable Michael S . Kanne, United States Court of Appeals for the Seventh Circuit. Member: State Bar of California . EMAIL : [email protected] SHAWN J. RABIN, born Skokie, Illinois, November 4, 1977, admitted to bar 2003, Texas . Preparatory education, Georgetown University - School of Foreign Service (B .S .F.S ., cum laude, recipient of the Dean's Award, 2000) . Legal education, The University of Texas School of Law (J .D ., with high honors, 2003) . Fraternities: Chancellors; Order of the Coif. Robert S . Strauss Presidential Scholar. Associate Editor, Texas Law Review (2002-2003) . Law Clerk to the Honorable Juan R . Torruella, United States Court of Appeals, First Circuit, 2003-2004 . Co-editor: Manual on Usage Style & Editing (Texas Law Review Ass'n et . al. ed ., 9th ed . 2002) . Member: State Bar of Texas ; Northern, Southern, Western and Eastern Districts of Texas; United States Court of Appeals for the First, Fifth, and Tenth Circuit . EMAIL: [email protected] STEVEN G. SKLAVER, born Lake Forest, Illinois, January 5, 1973 ; admitted to bar 1998, Illinois ; 2000, Colorado . Preparatory education, Dartmouth College (B .A., cum laude, 1994) ; legal education, Northwestern University School of Law (J .D., magna cum laude, Order of the Coif, 1998) . Member: Northwestern University Law Review. Law Clerk to The Honorable David M . Ebel, United States Court of Appeals for the Tenth Circuit, 1998-99 . Author: Federal Power to Commandeer State Courts: Implications for the Theory of Judicial Federalism, 32 Ind . L . Rev . 71 (1998) (with Martin Redish) . Member: Bars of the United States District Court for the District of Colorado ; United States Court of Appeals for the Ninth and Tenth Circuit ; United States Supreme Court . EMAIL: ssklaver@_susmangodfrey .com KALPANA SRINIVASAN, born in Oakbrook, Illinois ; admitted to California Bar, 2005 . Preparatory education : Yale University (B .A., Comparitive Literature, cum laude, 1997) ; Legal education : Stanford Law School (J .D., with distinction, 2004) . Law Clerk to The Honorable Raymond C . Fisher, U.S . Court of Appeals for the 9th Circuit (2004-2005) . Best Team and Best Brief Awards, Marion Rice Kirkwood Moot Court Competition (2004) . Himler Oehlmann Jr. Writing Award . Symposium Editor, Stanford Law Review . Member: California State Bar, U .S. Court of Appeals for the 9th Circuit . EMAIL: ksrinivasan susman odfre .com GRETCHEN S . SWEEN, born Charlotte, North Carolina, November 13,1963 ; admitted to bar, 2003, Texas . Preparatory education : New York University (B .F.A. program), The University of Texas at Dallas (BA ., magna cum laude, 1988), (M .A. 1990), (Ph .D ., with distinction, 1994) ; Legal education : The University of Texas (J .D., with honors, 2003) . Law School Honors : Order of the Coif 2003; Order of Barristers 2003 ; Niemann Cup Winner for Excellence in Advocacy 2003 ; ABA National Appellate Advocacy Competition : National Championship Finalist, Regional Champion and Best Brief 2003 ; National Moot Court Team : National Finalist, Regional "Best Oralist" in the Final Round, and Second Best Brief 2002-2003 ; National Moot Court Regional Best Speaker Award 2001 ; The Board of Advocates Outstanding Member Award 2002 ; Scott, Douglass & McConnico Litigation Award 2002 ; Susman Godfrey Intramural Moot Court Champion 2002 ; ATLA Interscholastic Mock Trial Interscholastic Team Regional Semi-finalist 2002 ; Baron & Budd Intramural Mock Trial Semi-Finalist 2002 ; Thad T. Hutcheson Moot Court Champion 2001 ; The Review of Litigation's First Year "Best Brief" Award 2001 . Texas Law Review, 2001-2003, Associate Editor 2002-2003, "Best Published Note" 2003 . Author : Rituals, Riots, Rules, and Rights : The Astor Place Theater Riot of 1849 and the Evolving Limits of Free Speech, Tex . L . Rev ., Vol . 81, No . 2, Dec. 2002 ; Eurydice's Rhapsody, Art Times, Vol . 17, No . 10, June 2001 ; Ritual/Performance Hybrids : Unlikely Sites of Holocaust Theatre ,

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Theatre Research International, Fall 1994 ; Binary Oppositions: Software for a Progressive Friction, New Orleans Rev ., Vol . 18, No . 4, Winter 1991 ; Interdisciplinary (Dis)orientation, Philosophica, Vol. 48, No. 2, 1991 . Law Clerk to the Honorable Sim Lake, United States District Court, Southern District of Texas 2003- 2004 . Named 2006 Rising Star by Texas Monthly Magazine, a Law & Politics publication . Member. State Bar of Texas ; Dallas Bar Association ; American Bar Association . EMAIL: [email protected] BROOKE TAYLOR, born Washington, D .C., August 7, 1977 . Admitted to bar 2002, Washington . Preparatory education, Duke University (B .A. in Psychology, 1998) . Legal education, The University of Chicago (J.D., 2001). Executive Editor University of Chicago Legal Forum, 2000-2001 . Law Clerk to The Honorable Gerald Bard Tjoflat, United States Court of Appeals, Eleventh Circuit, 2001-2002 . Member: State Bar of Washington ; American Bar Association (Litigation and Administrative Law Sections) ; King County Bar Association. EMAIL: bta for susman odfre .com DANIEL J. WALKER, born London, Ontario, Canada ; admitted to bar 2006, New York. Preparatory education : Amherst College (B .A., magna cum laude, 1999) ; Legal education : Cornell Law School (J .D ., magna cum laude, 2005). Articles Editor, Cornell Law Review (2004-2005); Order of the Coif; David Marcus Memorial Prize for outstanding Comment in the Cornell Law Review (2005) ; Law Clerk to the Honorable Richard C . Wesley, U .S . Court of Appeals for the 2nd Circuit ; Author: "Administrative Injunctions : Assessing the Propriety of Non-class Collective Relief," 90 Cornell L . Rev . 1119 (2005) ; Member : New York State Bar EMAIL : [email protected] m

LEXIE G . WHITE, born Baton Rouge, Louisiana, August 1, 1979 ; admitted to bar, 2004, Louisiana ; 2005, Texas. Preparatory education, Virginia Polytechnic and State University (B .A., cum laude, 2001) ; legal education, Louisiana State University (J .D ., B .C.L ., 2004 - graduated first in class) . Fraternities: Order of the Coif. Executive Senior Editor, Louisiana Law Review (2003-2004) . Law Clerk to the Honorable Jay S . Bybee, United States Court of Appeals for the Ninth Circuit (2004-2005) . Author: Revisiting the Cost-Benefit Calculus of the Misbehaving Prosecutor: Deterrence Economics and Transitory Prosecutors, 61 N .Y .U . Ann . Surv. Am . L. 45 (2005); Note, Paralyzing Discord : Workplace Safety, Paternalism and the Accommodation of Biological Variance in the Americans with Disabilities Act, 63 La . L. Rev . 509 (2003). Member: Louisiana State Bar, State Bar of Texas . EMAIL: lwhite@susmangodfrey .com

STAFF ATTORNEYS

CHRISTOPHER L . GADOURY, born Warwick, Rhode Island ; admitted to bar, 2002, Texas and U .S . District Court for the Southern District of Texas. Preparatory education : University of Texas at Austin (B .A., 1998) . Legal education : University of Houston Law Center (J .D., cum laude, 2001) . Head Articles Editor, Houston Journal of International Law (2000-01); Tindall & Foster Writing Award ; Houston Journal of International Law Most Contributing Editor Award ; Omicron Delta Epsilon Honor Society in Economics ; Adjunct Professor, University of Houston-Downtown . Member: State Bar of Texas; Houston Bar Association ; Texas Trial Lawyers Association ; and Houston World Affairs Council .

RITA M . IRANI, born Latrobe, Pennsylvania, July 14, 1948 ; admitted to bar, 1982, Pennsylvania, U .S . District Court, Western District of Pennsylvania and U .S . Court of Appeals for the Federal Circuit; 1984, Texas, U .S . District Court, Southern District of Texas and U .S . Court of Appeals, Fifth Circuit ; 1986, California, U .S . District Court, Central District of California and U .S . Court of Appeals, Ninth and Third Circuits; 1990, U .S . District Court, Western District of Texas ; 1992, U .S . District Court, District of Arizona and U.S . Court of International Trade ; registered to practice before U .S . Patent and Trademark Office, 1982 . Preparatory education : Carnegie-Mellon University (B .S ., Physics, 1970) ; Duquesne University (J .D. cum laude, Law Review, Appellate Moot Court Board 1982) . Editor, INTA Trademark Reporter (TMR®) 1993- 2004 . Author : "Trademark Law in the Age of Cyberspace," The Houston Lawyer, 1996 ; "Antitrust Immunity for Patent Enforcement," Southwest Legal Foundation, 31st Annual Patent Conference, November 1993 ; "The Importance of Record Evidence to Categorize Marks as Generic, Descriptive, or Suggestive," 83 TMR® 607, 1993 ; Practice Areas : Patent, Trademark, Copyright Litigation . Member: State Bar of Texas, Houston Bar Association, Houston Intellectual Property Law Association . EMAIL: rirani@susmangodfrey .com HOLLI PRYOR-BAZE, born Denton, Texas ; admitted to bar, 1999, Texas. Preparatory education : Austin College (BA., 1994) . Legal education : University of Houston Law Center (J .D., cum laude, 1999) . Article Editor, The Houston Law Review; Order of the Barons ; Recipient of Moores' Public Interest Scholarship. Member: State of Texas, Houston Bar Association .

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EMAIL : [email protected] JANE RAY, born Globe, Arizona, July 7, 1964; admitted to bar, 2000, Texas . Preparatory education: University of Texas at Austin (B .A., Highest Honors, 1997). Legal education: The University of Houston Law Center (J .D., 2000). Fraternities: Phi Beta Kappa . Editor in Chief, Houston Journal of International Law, 1999-2000 . Member: State Bar of Texas, Houston Bar Association . EMAIL : jray@susmangodfrey .com AIMEE R. ROBERT, born Metairie, Louisiana ; admitted to bar in 2004, Texas . Preparatory education : Regents College (B .S . Management of Information Systems, 2000) ; The United States Air Force Academy (1995-1997). Legal education : The University of Texas (J .D., 2004) . ABA Lieutenant Governor, Law School Division ; Regents College (B .S . Management of Information Systems, 2000) ; Tournament Director, Judge John R . Brown Admiralty Moot Court Competition . Member: Houston and American Bar Associations, State Bar of Texas, Texas Young Lawyers Association . STEPHEN F. SCHLATHER, born Munich, Germany, September 7, 1969 ; admitted to bar 1998, Texas . Preparatory education, Southwestern University (B .S . - Chemistry, 1992) . Legal education, South Texas College of Law (J .D. 1998) . Registered to practice before the United States Patent & Trademark Office . Member: State Bar of Texas, Houston Bar Association, Houston Intellectual Property Law Association . EMAIL: sschiather@susmangodfrey .co m DAVID S . SIEGEL, born Houston, Texas, June 15, 1963 ; admitted to bar 1989, Texas . Preparatory education, University of Texas at Austin (B.A. Plan II Honors, 1985) ; legal education University of Houston Law Center (J .D., 1989). Member: Texas Bar Association, Houston Trial Lawyer Association, Texas Trial Lawyer Association, Association of Trial Lawyers of America . EMAIL: dsie eI susman odfre .com JESSICA S. SIEGEL, born Houston, Texas, September 12, 1965 ; admitted to bar, 1999, Texas . Preparatory education, Texas A&M University (B .S ., Industrial Engineering 1987) . Legal education, University of Houston (J.D., cum laude, 1999) . Fraternities : Order of the Barons, Notes & Comments Editor, Houston Law Review. Author: The Patent Marking & Notice Statute: Invitation to Infringe or Protection for the Unwary?, 36 Hou L. Rev . 583 (1999) . Member: State Bar of Texas., Houston Bar Association (Litigation and Securities Litigation Sections) . EMAIL: jsie el susman odfre .co m

The information contained herein is revised frequently and is only accurate and current as of the date printed above . Please call us for the most recent edition .

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1I ti PROOF OF SERVICE 2 I, the undersigned, declare: 3 I am employed in the County of Los Angeles , State of California. I am over the age of 18 and not a p arty to the within action - my business address is 1901 4 Avenue of the Stars, Suite 950, Los Angeles, California 90067-6029 . 5 On October 12, 2006, I served the foregoing document(s) described as follows : 6 DECLARATION OF BRYAN L. CRAWFORD IN SUPPORT OF MOTION 7 TO CONSOLIDATE RELATED ACTIONS, APPOINT LEAD PLAINTIFFS, AND APPROVE SELECTION OF LEAD COUNSE L on the interested parties in this action by placing true copies thereof enclosed in 9 sealed envelopes addressed as stated on the attached service list, as follows : 10 BY MAIL : I am "readily familiar" with the firm's practice of collection and processing correspondence for mailing . Under that practice it would be 11 deposited with the U .S . Postal Service on that same day witci postage thereon fully prepaid at Los Angeles, California in the ordinary course of business . I 12 am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date 13 of deposit for mailing in affidavit. 1 4 XX BY PERSONAL SERVICE : ^rcaused to be delivered such envelope by hand to the offices of the 15 addressee.

16 XX BY FEDERAL EXPRESS OR OVERNIGHT COURIER

17 BY TELECOPIER I served by facsimile as indicated on the attached service list . 18 BY ELECTRONIC MAIL 19 I caused said documents to be prepared in portable document format (PDF) for e-mailing and served by electronic mail as indicated on the attached 20 service list.

21 Executed on October 12, 2006, at Los Angeles, Californi a

22 XX (FederaD I declare that I am employed in the office of a member of the bar of this Court at whose direction the service was made . 23

24 Helen Danielson 25 (Type or Print Name) (Signature)

26

27

28 SERVICE LIST

Counsel for Plaintiff Sonam Baksh i Counsel for Defendants Broadcom Corporation, Henry Samueli, Scott A. John R. Climaco McGregor, and Bruce E. Kiddoo Scott D. Simpkins Climaco Lefkowitz Peca Wilcox & Garofoli Daniel P. Lefler Co., LPA David Siegel 1220 Huron Road, Suite 1000 Stephen S. Hasegawa Cleveland, OH 44115 bell & Manella, LLP. 216-621-8484 1800 Avenue of the Stars, Suite 900 Fax: 216-771-1632 Los Angeles, CA 90067-4276 irclim(dic limaco law. com 310-277-101 0 sdsiinp@ci .imacolaw.com Fax: 310-203-7199 dlefler(.a-)irell.com Juden Justice Ree d shasegawa@irell .com Peter E. Borkon Robert C. Schubert Layn R. Phillips Willem F . Jonckheer Irell & Manella, LL P Schubert & Reed, LLP 840 Newport Center Drive, Suite 400 Three Embarcadero Center, Suite 1650 Newport Beach, CA 92660-6324 San Francisco, CA 94111 949-760-099 1 415-788-4220 Fax: 949-760-5200 Fax: 415-798-0161 [email protected] pborkon()schub ert-reed. com Counsel for Defendant William S. Ruehie Lewis Kahn Michael A. Swick Jerome F. Birn. Jr. Kahn Gauthier Swick, LLC Wilson Sonsini Goodrich & Rosati 650 Poydras Street, Suite 2150 650 Page Mill Road New Orleans, LA 70130 Palo Alto, CA 94304 504-455-1400 650-493-9300 lewis.kahn(a),kglg.com Fax: 650-493-681 1

Michael D . Braun Braun Law Group, P.C. 12400 Wilshire Boulevard , Suite 920 Los Angeles , CA 90025 310-442-7755 Fax: 310-442-775 6 service@braunlawgroup . corn