FILED IN OPEN COURt MAR 0 7 2003 11 IN THE DISTRICT COURT MIDDLE DISTRICT OF FLORIDA CLERK, U . S. DISTRICT C MIDDLE DISTRICT OF FLO ID TAMPA DIVISION TAMPA, FLORIDA

In re Sykes Enterprises, Inc. Securities Consolidated Civil Action Litigation Case No . 8 :00-CV-212-T-26F

This matter pertains to all cases .

ORDER AND FINAL JUDGMENT

On this 7`h day of March, 2003, a hearing (the "Settlement Hearing") having been hel d before this Court to determine : (1) whether the terms and conditions of the Stipulation and

Agreement of Settlement, dated as of November 18, 2002 (the "Stipulation"), including th e payment of $30,000,000 by or on behalf of the Defendants, are fair, adequate and reasonabl e for the settlement of all claims asserted by the Class against the Defendants in the Complaint now pending in this Court under the above caption, including the release of the Defendants an d the Released Parties, and should be approved ; (2) whether judgment should be entere d dismissing the Complaint on the merits and with prejudice in favor of the Defendants as against all persons or entities who are members of the Class herein who have not requested exclusio n therefrom; (3) whether to approve the Plan of Allocation as a fair and reasonable method to allocate the settlement proceeds among the members of the Class ; (4) whether and in what amount to award counsel for Plaintiffs and the Class fees and reimbursement of expenses ; and

(5) whether to enter the Defendants' Proposed Bar Order .

CA 0 On November 16, 2001, this Court, pursuant to Rules 23(a) and (b)(3) certified a clas s consisting of: All persons who purchased Sykes Enterprises, Inc . ("Sykes") common , between July 27, 1998 and September 18, 2000, inclusive (the "Class Period") . Excluded from the Class are Sykes, its subsidiaries and affiliates, the Individual Defendants, members o f the immediate families of each of the Individual Defendants, and any entities in which any of the Defendants has a controlling interest, Sykes' officers and directors, and the lega l representatives , heirs , successors , affiliates or assigns of any of the foregoing excluded persons and entities . Also excluded from the Class are the persons and/or entities who timely requested exclusion from the Class as listed on Exhibit A annexed hereto . The Stipulatio n further defines Class Members as those who were damaged by reason of their purchase o f stock during the Class Period. The Court having considered all matters submitted to it at the

Settlement Hearing and otherwise ; and it appearing that a Notice of the hearing substantially i n the form approved by the Court was mailed to all persons or entities reasonably identifiable , who purchased common stock of Sykes Enterprises, Inc ., during the Class Period, except thos e persons or entities excluded from the definition of the Class, and that a Publication Notice o f the Settlement Hearing substantially in the form approved by the Court was published over a national wire service pursuant to the specifications of the Court; and the Court having considered and determined the fairness and reasonableness of the award of attorneys' fees and expenses requested; and all capitalized terms used herein having the meanings as set forth and defined in the Stipulation.

NOW, THEREFORE, IT IS HEREBY ORDERED AND ADJUDGED THAT :

1 . The Court has jurisdiction over the subject matter of the Action, the Lead Plaintiffs ,

2 all other Class Members and the Defendants .

2. Pursuant to and in accordance with the requirements of Rule 23, the Settlement as

set forth in the Stipulation is approved as fair, reasonable and adequate, and in the best

interests of the Class, and the Class Members and the parties are directed to consummate th e

Stipulation in accordance with its terms and provisions .

3 . The distribution of the Notice of Proposed Settlement of Class Action, Settlement

Fairness Hearing, and Right to Share in Settlement Fund, and publication of the Summar y

Notice of Proposed Settlement and Settlement Hearing as provided in the Preliminary Order in

Connection with Settlement Proceedings constituted the best notice practicable under th e

circumstances to all Class Members, and fully met the requirements of Rule 23 of the Federa l

Rules of Civil Procedure, due process, the United States Constitution, and any other applicable

law .

4. The Complaint is hereby dismissed with prejudice and without costs, except as provided in the Stipulation, as against Sykes, the Individual Defendants , their past or present subsidiaries, successors and affiliates, officers, directors, employees, insurers, reinsurers , professional advisors, auditors, attorneys, agents, and the legal representatives, heirs, successors in interest or assigns of the Defendants .

5 . Lead Plaintiffs and the other Members of the Class and the successors and assign s of any of them, are hereby permanently barred and enjoined from instituting, commencing or prosecuting, either directly or in any other capacity, any Released and Settled Claims agains t any of the Released Parties. The Released and Settled Claims are hereby compromised ,

3 settled, released, discharged and dismissed as against the Released Parties on the merits an d with prejudice by virtue of the proceedings herein and this Order and Final Judgment .

6 . Upon the Effective Date of this Order and Final Judgment, Lead Plaintiffs and th e other Class Members on behalf of themselves, their heirs, executors, administrators , successors and assigns, and any persons they represent, shall covenant to refrain fro m instituting, commencing, or prosecuting, either directly, indirectly, representatively or in any other capacity, any and all claims , demands, rights, causes of action or liabilities , of every nature and description whatsoever, whether based in law or equity, on federal, state, local , statutory or common law, or any other law, rule or regulation, including both known claims and "Unknown Claims," as defined in California Civil Code ยง 1542, that have been or coul d have been asserted in any form by any Class Member, or the successors or assigns of any of them, whether directly, indirectly, representatively, or in any other capacity, against an y of the

Released Parties, which arise out of, or relate in any way, directly or indirectly, to or could have been asserted based upon the allegations or facts relating to this Action, including , without limitation, claims for negligence, gross negligence, negligent misrepresentation an d breach of fiduciary duty .

7. The Defendants, the Released Parties, and the successors and assigns of any of them, are hereby permanently barred and enjoined from instituting, commencing o r prosecuting, either directly or in any other capacity, any Released and Settled Defendants'

Claims against any of the Lead Plaintiffs, other Class Members or their attorneys . The

Released and Settled Defendants' Claims are hereby compromised, settled, released,

4 discharged and dismissed on the merits and with prejudice by virtue of the proceedings herei n and this Order and Final Judgment .

8. Neither the Stipulation, nor any of its terms and provisions, nor any of th e negotiations or proceedings connected with it, nor any of the documents or statements referre d to therein shall be:

a . offered or received against the Defendants as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any of the Defendant s of the truth of any fact alleged by Plaintiffs or the validity of any claim that has been or coul d have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been asserted in the Action or in any litigation, or of any liability , negligence, fault, or wrongdoing of the Defendants ;

b. offered or received against any Defendant as evidence of a presumption, concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by any Defendant ;

c . offered or received against Defendants as evidence of a presumption , concession or admission of any liability, negligence, fault or wrongdoing , or in any way referred to for any other reason as against any of the parties in any other civil, criminal o r administrative action or proceeding, other than such proceedings as may be necessary to effectuate the Settlement approved by this Order and Final Judgment, provided, however, that

Defendants may refer to this Order and Final Judgment to effectuate the liability protectio n granted them hereunder ;

5 d . offered or received against the Lead Plaintiffs or the other members of th e

Class as evidence of any infirmity in the claims of Lead Plaintiffs and the other members of th e

Class ; and

e. construed against the Defendants or the Lead Plaintiffs and the othe r members of the Class as an admission or concession that the consideration to be give n hereunder represents the amount which could be or would have been recovered after trial or a s an admission, concession or presumption against Defendants, Lead Plaintiffs or the other members of the Class or any of them as to the merit of the claims asserted or the damages recoverable under such claims.

9 . The Plan of Allocation is approved as fair and reasonable , and in the best interests of the Class, and Plaintiffs' Co-Lead Counsel and the Claims Administrator are directed t o administer the Stipulation in accordance with its terms and provisions .

10. Counsel for Lead Plaintiffs and the other members of the Class are hereby awarde d

4 % of the Gross Settlement Fund as and for their attorneys' fees, which sum the Court fords to be fair and reasonable, and $ ') F7 , a'y . c in reimbursement of expenses, which shall be paid to Plaintiffs' Co-Lead Counsel from the Settlement Fund with interest from th e date such Settlement Fund was funded to the date of payment at the same rate that the

Settlement Amount earns . The award of attorneys' fees shall be allocated among Plaintiffs '

Counsel in a fashion which, in the opinion of Plaintiffs ' Co-Lead Counsel, fairly compensates

Plaintiffs' Counsel for their respective contributions in the prosecution of the Action.

11 . In setting the foregoing counsel fee, as a percentage of the common fund recovery obtained for the Class herein, this Court has considered the following factors set forth in

6 Camden I Condominium Association, Inc. v. Dunkle, 946 F.2d 768 (11th Cir. 1991) ; (1) the novelty and complexity of the federal securities law issues involved ; (2) the advanced stage at which this case was settled, discovery having been completed ; (3) the favorable result obtained for the Class ; (4) the fact that this action was prosecuted on a contingent fee basis ; (5) the experience of counsel on both sides ; and (6) the fee customarily awarded for such litigation in this District and other courts in this Circuits .

12 . The Court finds that during the course of this Action, the parties and thei r respective counsel at all times complied with the requirements of Federal Rule of Civil

Procedure 11 .

13 . Exclusive jurisdiction is hereby retained over the parties and the Class Members fo r all matters relating to this litigation, including the administration , interpretation, effectuation or enforcement of the Stipulation and this Order and Final Judgment, and including any application for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the members of the Class .

14. An appeal of the portions of this Order which relate to the Plan of Allocation or th e awards attorneys' fees or expenses, shall have no effect whatsoever on the finality of any othe r portion of this Order and Final Judgment or the Effective Date of the Settlement as provided in the Stipulation. Class Members appealing this Order and Final Judgment or any portion thereof, must have first objected in a timely manner at the Settlement Hearing.

15 . Without further order of the court, the parties may agree to reasonable extensions o f time to carry out any of the provisions of the Stipulation .

7 16 . There is no just reason for delay in the entry of this Order and Final Judgment an d immediate entry by the Clerk of the Court, and the Clerk is hereby directed to enter this Fina l

Judgment on the civil docket of the United States District Court for the Middle District of

Florida in accordance with Rule 79(a) of the Fed . R. Civ . P.

ENTERED at Tampa , Hillsborough County, Florida, this day of March, 2003 .

HO B LAZZARA UNITED ST TES DISTRICT COURT JUDGE

Copies furnished to all counsel on the attached Service Lis t

H:\Eadie\63282\Settlement\Fina1 Version\Order and Final Judgment-final .DO C

8 EXHIBIT A

REQUEST FOR EXCLUSION FROM CLASS

1 . Ruth and Alastair Sutherland, Edinburgh, Scotlan d

2. James E. and Heather D. Graff, Claremont, NJ

3. A. Clewis Howell, Tampa, F L

4 . Mike Reilly, Milton-Freewater, OR

5. James Beattie, Selkirk, Scotland

6. E. Bradley Richardson, The Woodlands, TX

7. James A. Vander Giesen, Downs, Kansas

8. Walter J. Alston, Louisville,

9. Robert J. Bascle, Luling, LA

10. Georgia and William Luke, Sioux City, IA

11 . Don Bradley, Strawberry, CA

12 . Ralf Halbherr, Konstanz,

13 . Mae Belle McPherson, Tampa, FL

14 . Gilbert Aguas, no city or state indicated

15. Arthur V. Morrison, Somerville, Massachusetts

16. Shelton Hook, Valrico, FL

17. Murray A. Royed, Brecksville, OH

18. Laura P . Grantham, Tampa, FL

19. Brian D. and Laura P . Grantham, Tampa, FL

20. Karen Schum an, Elaine Schaper, Corinne Griffm, Annette Schweiss, Tampa, FL

21 . COFIMO SIM SPA, Milano, Italy

I 22. Floyd R. and Sofia Bradley, Erie, PA

23 . Floyd R. and Sofia Bradley, Erie, PA

24. Floyd R. Bradley, Erie, PA

25. Sofia Bradley, Erie, PA

26. Saravanan Subramanian, Westland, M I

27. Anthony J. Borrell, Jr., Tampa, FL

28. James and Frances Albee, Arlington, TX

29. J. Neil Gilbert and Jim Gilbert, Clearwater, F L

30. Elaine Lee, Houston, TX

31 . William M. and Mary A. Rinehart UA 7/26/06, William M. or Mary A. Rinehart,

Trustee, Centralia, MO

32. William M. Rinehart Roth IRA Conversion, Centralia, MO

33 . William M. Rinehart Roth IRA, Centralia, MO

34. J . Cary Findlay, no address indicated

35 . Virginia A . and Raymond F . Fessler, Dubuque, IA

36. Joseph Trpik and Robin Trpik, Downers Grove, IL

37. Don D. Stillson, Largo, FL

38. Richard E. Torrens, Tampa, FL

39. Michael F. Schonhofen, Portland, OR

40. Douglas Stickney, Scotland

2 SYKES ENTERPRISES LITIGATION SERVICE LIST

Berman DeValerio Pease Tabacco Addison & Delano, P .A. Burt & Pucillo Michael C . Addison, Esquire Michael J . Pucillo, Esq. 400 North Tampa Street, Suite 1100 Wendy H . Zoberman, Esq . Tampa, FL 33602 Northbridge Centre, Suite 1701 Tel: 813/223-2000 515 North Flagler Drive Fax : 813/228-6000 West Palm Beach, FL 33401 [Plaintiffs' Liaison Counsel ] Tel : 561/835-9400 Fax: 561/835-0322 E-Mail : lawfla@bermanesq. com [Plaintiffs' Co-Lead Counsel]

Bernstein Litowitz Berger & Grossmann LLP Tracy Nichol s John P. Coffey Holland & Knight LLP Gerald H. Silk 701 Brickell Avenue, Suite 3000 1285 Avenue of the Americas Miami, FL 33131 ; New York, New York 10019 P .O. Box 015441 Tel: 212/554-1400 Miami, FL 33101 Fax : 212/554-1444 Tel: 305/374-8500 [Plaintiffs' Co-Lead Counsel ] Fax: 305/789-7799 [Attorneys for Defendants]

Holland & Knight LLP John D . Mullen P.O. Box 1288 400 N. Ashley Drive Tampa, FL 33601 Tel : 813/227-8500 Fax: 813/229-0134 [Attorneys for Defendants] F I L E C O P Y

Date Printed : 03/10/200 3

Notice sent to :

Michael C . Addison, Esq . Addison & Delano, P .A . 400 N . Tampa St ., Suite 1100 P .O . Box 217 5 Tampa, FL 3360 1

Z Michael J . Pucillo, Esq . Berman, DeValerio, Pease, Tabacco, Burt & Pucill o Northbridge Centre, Suite 1701 515 N . Flagler Dr . West Palm Beach, FL 33401

Wendy H . Zoberman, Esq . Berman, DeValerio, Pease, Tabacco, Burt & Pucill o Northbridge Centre, Suite 1701 515 N . Flagler Dr . West Palm Beach, FL 3340 1

C . Oliver Burt III, Esq . Berman, DeValerio, Pease , Tabacco, Burt & Pucill o Northbridge Centre, Suite 1701 515 N . Flagler Dr . West Palm Beach, FL 3340 1

3 Jeffrey C . Block, Esq . Berman, DeValerio, Pease, Tabacco Burt & Pucill o One Liberty Square, 8th Floor Boston, MA 0210 9

Michael Lange, Esq . Berman, DeValerio, Pease, Tabacco Burt & Pucillo One Liberty Square, 8th Floor Boston, MA 0210 9

Kenneth G . Gilman, Esq . Gilman and Pastor, LLP Stonehill Corporate Cente r 999 Broadway, Suite 500 Saugus , MA 0190 6

David Pastor, Esq . Gilman and Pastor, LLP Stonehill Corporate Center 999 Broadway, Suite 500 Saugus, MA 0190 6

Robert R . Feagin III, Esq . Holland & Knight LL P 701 Brickell Ave ., Suite 300 0 P .O . Box 01544 1 Miami, FL 33131-544 1

Tiffani G . Lee, Esq . Holland & Knight LL P 701 Brickell Ave ., Suite 300 0 P .O . Box 01544 1 Miami, FL 33131-544 1

Mitchell E . Herr, Esq . Holland & Knight LL P 701 Brickell Ave ., Suite 300 0 P .O . Box 01544 1 Miami, FL 33131-544 1

Tracy A . Nichols, Esq . Holland & Knight LL P 701 Brickell Ave ., Suite 300 0 P .O . Box 01544 1 Miami, FL 33131-544 1

Frederick Stewart Schrils, Esq . Holland & Knight, LLP 400 N . Ashley Dr ., Suite 230 0 Tampa, FL 33602-128 8

William E . Whitley Rt . 2, Box 94 5 High Springs , FL 3264 3

Marc A . Topaz, Esq . Schiffrin & Barroway, LL C Three Bala Plaza E ., Suite 40 0 Bala Cynwyd , PA 19004

Steven G . Schulman, Esq . Milberg, Weiss, Bershad , Hynes & Lerach, LLP One Pennsylvania Place 49th Floor New York, NY 10119-016 5

Kenneth Vianale, Esq . Milberg , Weiss, Bershad , Hynes & Lerach 5355 Town Center Rd ., Suite 90 0 Boca Raton, FL 3348 6

Maya Saxena, Esq . Milberg , Weiss , Bershad , Hynes & Lerac h 5355 Town Center Rd ., Suite 90 0 Boca Raton, FL 3348 6

Kenneth J . Vianalle, Esq . Milberg, Weiss , Bershad, Hynes & Lerac h 5355 Town Center Rd ., Suite 90 0 Boca Raton , FL 3348 6

Samuel H . Rudman, Esq . Cauley Geller Bowman Coates & Rudman LLP 200 Broadhollow Rd ., Suite 406 Melville , NY 1174 7

L Andrew N . Friedman, Esq . Cohen, Milstein , Hausfeld & Toll, PLLC West Tower , Suite 50 0 1100 New York Ave ., N .W . Washington, DC 20005-396 4

Daniel S . Sommers, Esq . Cohen, Milstein , Hausfeld & Toll, PLLC West Tower, Suite 50 0 1100 New York Ave ., N .W . Washington, DC 20005-396 4

Steven J . Toll, Esq . Cohen, Milstein, Hausfeld & Toll, P .L .L .C . West Tower, Suite 50 0 1100 New York Ave ., N .W . Washington, DC 2000 5

(3 Paul J . Geller, Esq . Cauley, Geller, Bowman & Coates, LLP 2255 Glades Rd ., Suite 421A Boca Raton, FL 3342 1

Scott R . Shepherd, Esq . Shepherd & Finkelmann, LLC 2005 S .E . 4th Ave . Ft . Lauderdale, FL 33316

Mark C . Gardy, Esq . Abbey & Gardy, LLP 212 E . 39th St . New York, NY 1001 6

Nicholas H . Gilbo, Esq . Abbey & Gardy, LLP 212 E . 39th St . New York, NY 1001 6

Karin E . Fisch, Esq . Abbey & Gardy, LLP 212 E . 39th St . New York, NY 1001 6

S# Jonathan L . Alpert, Esq . Alpert & Ferrentino, P .A . 100 S . Ashley Dr ., Suite 2000 P .O . Box 327 0 Tampa, FL 33601-327 0

Jeffrey R . Krinsk, Esq . Finkelstein & Krins k 501 W . Broadway, Suite 1250 San Diego, CA 92101-357 9

Howard Finkelstein, Esq . Finkelstein & Krins k 501 W . Broadway, Suite 1250 San Diego , CA 92101-357 9

fQ- Michael D . Donovan, Esq . Donovan Searles, LLC 1845 Walnut St ., Suite 1100 Philadelphia, PA 1910 3

I~1 David C . Harrison, Esq . Lowey Dannenberg Bemporad & Selinger, P .C . The Gateway 1 N . Lexington Ave . White Plains, NY 1060 1

Z-0_ Allyn Zissel Lite, Esq . Lite, DePalma, Greenberg & Rivas, LLC Two Gateway Cente r 12th Floor Newark, NJ 07102-500 3

Joseph J . DePalma, Esq . Lite, DePalma, Greenberg & Rivas, LLC Two Gateway Cente r 12th Floor Newark, NJ 07102-500 3

Z~ Marc I . Gross, Esq . Pomerantz , Haudek, Block , Grossman & Gross, LLP 100 Park Ave ., 26th Floo r New York, NY 1001 7

Murielle J . Steven Walsh, Esq . Pomerantz, Haudek, Block, Grossman & Gross, LLP 100 Park Ave ., 26th Floo r New York, NY 1001 7

2 2 Andrew Schatz, Esq . Schatz & Nobel, P .C . 330 Main St . Hartford, CT 06106-185 1

13 Sherrie R . Savett, Esq . Berger & Montague, P .C . 1622 Locust St . Philadelphia, PA 1910 3

Stuart J . Guber, Esq . Berger & Montague, P .C . 1622 Locust St . Philadelphia, PA 1910 3

Stephen Levy, Esq . Levy & Levy 1 Stamford Plaz a 263 Tresser Blvd ., 9th floor Stamford , CT 0690 1

Z S Brian Murray, Esq . Rabin & Peckel LLP 275 Madison Ave . New York, NY 10016 Lb Leo W . Desmond, Esq . Law Office of Leo W . Desmond 2161 Palm Beach Lakes Blvd ., Suite 204 West Palm Beach, FL 3340 9

1-7 Fred T . Isquith, Esq . Wolf, Haldenstein, Adler, Freeman & Herz 270 Madison Ave . New York, NY 1001 6

Shane T . Rowley, Esq . Wolf, Haldenstein, Adler, Freeman & Herz 270 Madison Ave . New York, NY 1001 6

ZS_ John P . Coffey, Esq . Bernstein , Litowitz, Berger & Grossmann 1285 Avenue of the America s New York, NY 1001 9

Gerald H . Silk, Esq . Bernstein, Litowitz, Berger & Grossmann 1285 Avenue of the America s New York, NY 1001 9

Steven B . Singer, Esq . Bernstein, Litowitz, Berger & Grossmann 1285 Avenue of the America s New York, NY 1001 9

Daniel L . Berger, Esq . Bernstein, Litowitz, Berger & Grossmann 1285 Avenue of the America s New York, NY 10019

L1 Horace Schow II, Esq . Florida State Board of Administration Office of the General Counse l 1801 Hermitage Blvd . Suite 10 0 Tallahassee, FL 32308

Douglas M . McKeige, Esq . Bernstein Litowitz Berger & Grossmann LLP 1285 Avenue of the America s New York, NY 1001 9

3o- Robert M . Kornreich, Esq . Wolf Popper, LLP 845 Third Ave . New York, NY 10022

Lawrence D . Levit, Esq . Wolf Popper LLp 845 Third Avenue New York, NY 10022

3i Jules Brody, Esq . Stull, Stull & Brody 6 East 45th Street New York, NY 1001 7

Aaron Brody, Esq . Stull, Stull & Brody 6 East 45th Street New York, NY 1001 7

3Z Joseph H . Weiss, Esq . Weiss & Yourman 551 Fifth Ave . Suite 160 0 New York, NY 1017 6

Laura Perrone, Esq . Law Offices of Laura M . Perrone, PLLC 60 E . 42nd St . New York, NY 1016 5

3# Adam Richards, Esq . Haight Gardner Holland & Knight 195 Broadway - 24th Floo r New York, NY 1000 7

Jason Brown, Esq . Haight Gardner Holland & Knight 195 Broadway - 24th Floo r New York, NY 10007