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SETTLEMENT AGREEMENT This Settlement Agreement ("Settlement") is made and entered into by and between (I) Lead Plaintiff California Public Employees' Retirement System ("Ca1PERS") and Named Plaintiff Market Street Securities (collectively "Plaintiffs') on behalf of the Court Certified Class in the consolidated Class Action known as In re NYSE Specialists Securities Litigation, Untied States District Court for the Southern District of New York ("District Court"), Master File No. 03-CV-8264 (RWS) (the "Class Action"), on the one hand,. and (2) Defendants Van der Moolen Specialists USA, LLC ("VDMS"), and Van der Moolen Holding, N.V. ("VDMH"), on the other hand, each acting through their respective attorneys of record. Plaintiffs, VDMS and VDMH are each referred to herein as a "Party" and are collectively referred to as the "Parties." This Settlement does not resolve Plaintiffs' claims against any other defendants in this litigation, including Spear, Leeds & Kellogg Specialists LLC; Spear, Leads & Kellogg, L.P.; Goldman Sachs & Co.; The Goldman Sachs Group, Inc.; LaBranche & Co. LLC; LaBranche & Co. Inc; George M.L. LaBranche, IV; Fleet Specialist, Inc.; Fleet Boston Financial Corp; Bank of America Corp.; Quick & Reilly, Inc.; Bear Wagner Specialists LLC; Bear, Sterns & Co., Inc.; Performance Specialist Group LLC; SIG Specialists, Inc.; or Susquehanna International Group, LLP (collectively, the "Non-Settling Defendants"), nor does it resolve any claims made or to be made by the Certified Class or Class Members against VDMH in its current bankruptcy proceedings pending in Amsterdam, The Netherlands. The Parties hereby agree: 1. Settlement. All of the claims of the members of the Class defined in the District Court's March 14, 2009 Order Appointing Plaintiffs as Class representative and certifying a Class, referred to herein as the "Class Members," asserted against VDMS and VDMH in the Class Action, shall be settled in accordance with this Settlement to be executed between the Parties, in consideration of: 590357_I (a) a cash payment of $750,000 by VDMS to Class Plaintiffs within ten (10) business days of the execution of this Settlement, to be maintained in a special interest bearing escrow account established by counsel for Plaintiffs until such time as this Settlement is finally accepted and approved by the District Court; (b) Plaintiffs' retention of their rights, notwithstanding this Settlement, to pursue claims against VDMH in the bankruptcy proceeding currently pending in Amsterdam, The Netherlands ("the Dutch Bankruptcy Proceeding"); (c) VDMS' assignment to the Certified Class of any rights it has in connection with the undistributed Fair Funds VDMS paid to the Securities and Exchange Commission ("SEC"), as set forth in set forth in SEC Release No. 60403, dated July 30, 2009; (d) VDMS' maintenance of documents, subject to an assertion of privilege, relevant to this Action until one year from the execution of this Settlement for Plaintiffs to obtain upon reasonable notice; and (e) that not more than 2% of the Class Members opt out of the Class Action before or after the District Court finally approves this Settlement; 2. This Settlement is subject to: (a) the execution of a complete set of Settlement documents, including this Settlement, and the Releases referred to herein in Sections 3 (b) and 3(c) among Plaintiffs, VDMS and VDMH and (b) the satisfaction of each of the conditions specified in Sections 1 and 3 hereof. 3. Conditions to Settlement. This Settlement between the Parties also is conditioned on: (a) A motion for preliminary approval of this Settlement shall be lodged with the District Court within a reasonable time period; and Plaintiff will endeavor to file a motion for final approval of the Settlement with the District Court on or before December 31, 2011. -2- 590357_I (b) Upon entry of the Final Judgment of Dismissal of the Class Action and Release in the form attached hereto as Attachment A, VDMS and VDMH shall be dismissed with prejudice, and all Class Members shall be deemed to have released all claims that they may have against VDMS and VDMH, except that Plaintiffs will retain all rights to pursue their claims for relief against VDMH in VDMH's current bankruptcy proceedings pending in Amsterdam, The Netherlands; (c) As part of this Settlement, the Release will provide that VDMS and VDMH and any of their respective past or present offices, directors, employees, agents, representatives and counsel (the "Released Parties") shall be released from any and all claims arising from Class Members who submitted orders (directly or through agents) to purchase or sell NYSE-listed securities during the period from January 1, 1999 through October 15, 2003, which orders were listed on the Specialists' Display Book and subsequently disadvantaged by VDMS and the acts, facts, statements, or omissions that were or could have been alleged by the Plaintiffs in the Class Action against the Released Parties. This Settlement is not conditioned upon the obtaining of any judicial approval from the District Court of any release between or among VDMS and VDMH and/or any third parties. The Release shall be executed by the Parties simultaneous with execution of this Settlement, and shall be held in an attorney's escrow by counsel for VDMS and VDMH until this Settlement is finally approved by the District Court at which time counsel of record for VDMS and VDMH in the Class Action shall forward the Release to VDMS and VDMH. For purposes of securing approval of this Settlement in the Dutch Bankruptcy Proceedings, or because the Liquidators may have need to disclose this Settlement in the context of the Dutch Bankruptcy Proceeding, a copy of the fully executed Release and this Settlement may be forwarded by counsel of record for VDMS and VDMH in the Class Action for submission to the court in The Netherlands. -3- 590357_I Such copy shall be marked "Copy. Original in escrow pending satisfaction of terms of a Settlement in the Class Action." (d) The Final Judgment provided for in this Settlement shall not prevent Plaintiffs from obtaining a court or other order against the bankrupt estate of VDMH, in accordance with the provisions for filing and pursuing claims under The Netherlands Bankruptcy Act ("Faillissementswet"); (e) Any attorneys' fees and costs awarded Plaintiffs' counsel by the District Court shall be paid to Plaintiffs' counsel from this Settlement and paid immediately upon award, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof, subject to Plaintiffs' Counsel's joint and several obligation to make appropriate refunds or repayments to this Settlement fund plus interest at the same rate earned on the Settlement or any part thereof, if, and when as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or cost award is lowered; (I) The Final Judgment shall contain findings that during the course of the litigation all Parties and their counsel complied at all times with Fed. R. Civ. P. 11; (g) This Settlement will not be a claims-made settlement; and (h) Should this Settlement not be approved by the District Court, the Parties shall revert back to the position they were in just prior to executing this Settlement. Counsel for Class shall return the $750,000 plus interest accrued thereon, less the cost of Notice, to VDMS and VDMH. In turn, VDMS and VDMH shall return the Release to counsel for the Class. -4- 590357_I 4. Funding of Settlement. (a) Within ten (10) business days of the Parties' execution of this Settlement Agreement, VDMS shall deposit $750,000 by wire transfer into a designated escrow account controlled by Robbins Geller Rudman & Dowd LLP and subject to Court oversight; and (b) The Settlement claims or notice process will be administered, at the appropriate time, by an independent claims administrator selected by Lead Counsel and approved by the District Court. VDMS and VDMH will have no involvement in reviewing or challenging claims. All costs and expenses of Class Notice or administration of the Settlement shall be paid from the Settlement when incurred and without District Court approval. 5. No Evidence or Admission of Liability. This Settlement is being entered into, and the consideration is being paid, in full compromise and settlement of disputed claims for the purpose of avoiding further dispute, litigation, and expense by all Parties. The Parties further acknowledge and agree that neither the fact of their compromise and Settlement nor the payment of any consideration hereunder, nor the execution of this Settlement, shall be taken in any way as evidence of, or an admission of, any liability by any Party. The Parties further understand and agree that no fact pertaining to the making or performance of this Settlement, shall be admissible in any proceeding or cause of action (except an action to enforce this Settlement) as evidence of, or an admission of, any liability or responsibility by any party. 6. Action Filed in Good Faith. While retaining their right to deny liability, VDMS and VDMH will not take the position that, based upon the publicly available information at the time, the Class Action was not filed in good faith, without an adequate basis in fact, or was frivolous. 7. Opt-Out Period. The Class Notice, which will be sent at such time as ordered by the District Court, will provide for a 45-day opt-out period. -5- 590357_I 8. Authority to Bind. The persons signing this Settlement on behalf of the Class and Class Members and VDMS and VDMH respectively, represent and warrant that each such person has the full right and authority to enter into this Settlement on behalf of the Class and Class Members and VDMS and VDMH and to fully bind each and all of the aforesaid Parties to the terms and obligations of this Settlement.

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