1 KEKER & VAN NEST, LLP ROBERT A. VAN NEST - #84065 2 JAN NIELSON LITTLE - #100029 MICHAEL D. CELIO - #197998 3 710 Sansome Street San Francisco, CA 94111-1704 4 Telephone: (415) 391-5400 Facsimile: (415) 397-7188 5 Attorneys for Defendants 6 UNITED STATES DISTRICT COURT 7 NORTHERN DISTRICT OF CALIFORNIA 8 Master File No. C 05-01219 MMC 9 In re ELECTRONIC ARTS INC. SECURITIES LITIGATION CLASS ACTION 10 DEFENDANTS’ MOTION FOR 11 ADMINISTRATIVE RELIEF TO CONSIDER WHETHER CASES SHOULD 12 BE RELATED

13 [Pursuant to Civil L.R. 3-12(b), a chambers copy of this motion is being lodged in the case 14 This document relates to: ALL ACTIONS listed below.]

15 Judge: Hon. Maxine M. Chesney

16 WALTER HAMMOCK, derivatively on Case No. C 05-02009 BZ 17 behalf of Nominal Defendant Electronic Arts Inc., 18 Plaintiff, 19 v. 20 M. RICHARD ASHER, BRUCE 21 McMILLAN, LEONARD S. COLEMAN, TIMOTHY MOTT, WILLIAM J, 22 BYRON, ROBERT W. PITTMAN, JOEL LINZNER, WARREN C. JENSON, 23 GERHARD FLORIN, LAWRENCE F. PROBST, III, DON A. MATTRICK, 24 NANCY L. SMITH, STEPHEN BENĖ and J. RUSSELL RUEFF, JR 25 Defendants, 26 and

27 ELECTRONIC ARTS INC.

28 Nominal Defendants.

353208.01 MOTION FOR ADMINISTRATIVE RELIEF TO CONSIDER WHETHER CASES SHOULD BE RELATED Case No. C 05-01219 MMC

1 Pursuant to Civil Local Rule 3-12, Defendants1 hereby ask this Court to relate the action 2 titled: Walter Hammock v. M. Richard Asher, et al. Case No. C 05-02009 BZ, currently pending 3 before the Hon. Bernard Zimmerman in this District, to the action pending before this Court, 4 entitled In re Electronic Arts Securities Litigation, Master File No. C 05-01219 MMC. A copy 5 of the Hammock complaint is attached hereto as Exhibit A. 6 The action pending before Magistrate Judge Zimmerman (the “Derivative Action”) 7 concerns “substantially the same parties, property, transaction or event” as the action pending 8 before this Court (the “Class Action”). See Civil L.R. 3-12(a). First, the two actions concern the 9 same event. The substantive allegations in the two actions – that guidance given by Electronic 10 Arts’ officers and directors regarding EA’s future financial performance was false and 11 misleading – are identical. Indeed, the complaint in the Derivative Action appears to have been 12 copied, often word-for-word, from one of the complaints on file in the Class Action. See Baker 13 v. Electronic Arts, et al, C-05-1219, MMC, attached hereto as Exhibit B. Although the two 14 actions rely on slightly different legal theories, they center on precisely the same facts. 15 Second, the two actions involve almost identical parties. The Derivative Action purports 16 to be brought on behalf of all persons who purchased EA stock between January 25, 2005, and 17 March 21, 2005 – the identical set of purchasers that the Class Action concerns. The Derivative 18 suit seeks relief from almost the same Defendants as well: the Derivative Action names as a 19 defendant every one of the Defendants in the Class Action – Electronic Arts Inc., Bruce 20 McMillan, Joel Linzner, Lawrence F. Probst, III, Gerhard Florin, Warren C. Jenson, Don A. 21 Mattrick, Nancy L. Smith and J. Russell Rueff, Jr. – and adds six additional officers and 22 directors. 23 Finally, it also appears that there is a substantial risk of “an unduly burdensome 24 duplication of labor and expense or conflicting results if the cases are conducted before different 25 judges.” See Civil L.R. 3-12(b). For example, in the Class Action, two different parties have 26 1 The defendants in the Class Action (Case No. 05-01219 MMC) are Electronic Arts Inc., Bruce 27 McMillan, Joel Linzner, Lawrence F. Probst, III, Gerhard Florin, Warren C. Jenson, Don A. Mattrick, Nancy L. Smith and J. Russell Rueff, Jr. The defendants in the Derivate Action (Case 28 No. C 05-02009 BZ) are those same parties, as well as M. Richard Asher, Leonard S. Coleman, 1 MOTION FOR ADMINISTRATIVE RELIEF TO CONSIDER WHETHER CASES SHOULD BE RELATED 353208.01 Case No. C 05-01219 MMC

1 filed papers seeking to be Lead Plaintiff. In the Derivative Action, Defendants have received 2 notice of a motion to “Appoint Lead Derivative Counsel.” Although Defendants express no 3 opinion on whether the Court should appoint a “lead derivative counsel,” Defendants believe that 4 it would be appropriate for the a single judge to consider all of these submissions together to 5 minimize confusion and duplication of effort. Because the two actions concern virtually 6 identical parties, identical facts and numerous overlapping legal issues, it would be a more 7 efficient use of judicial resources for the cases to be related. 8 9 Dated: June 7, 2005 KEKER & VAN NEST, LLP 10 11 By: /s/ Michael D. Celio 12 MICHAEL D. CELIO

13 Attorneys for Defendants ELECTRONIC ARTS INC., M. RICHARD ASHER, BRUCE 14 McMILLAN, LEONARD S. COLEMAN, TIMOTHY MOTT, WILLIAM J, BYRON, 15 ROBERT W. PITTMAN, JOEL LINZNER, WARREN C. JENSON, GERHARD FLORIN, 16 LAWRENCE F. PROBST, III, DON A. MATTRICK, NANCY L. SMITH, STEPHEN 17 BENĖ and J. RUSSELL RUEFF, JR.

18 19 20 21 22 23 24 25 26 27

28 Timothy Mott, William J, Byron, Robert W. Pittman and Stephen Benė. 2 MOTION FOR ADMINISTRATIVE RELIEF TO CONSIDER WHETHER CASES SHOULD BE RELATED 353208.01 Case No. C 05-01219 MMC

EXHIBIT A ,.-..--- " ' .':::;:;;;:- - -,------..,--- , ~ ,- -- ,,' - ----,------

i".;:

I Mary E. Alexander (SBN: 104173) Gary W. Loftis (SBN: 235816) 2 Mary Alexander & Associates J 44 Montgomery Street, Suite 1303 San Francisco, CA 94104 Telephone: (415) 433-4440 Facsimile: ((415) 433-5440

William B. Federman FEDERMAN & SHERWOOD 120 N. Robinson, Suite 2720 Oklahoma City, OK 73102 Telephone: (405) 235- 1560 Facsimile: (405)239-2112

"C, , ' 10 Attorneys for Plaintiff

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

IJ WALTERHAMMOCK derivativelyonb~alf~ case Nominal Defendant, ELECTRONIC ARTS; \It Plaintiff ) VERIFIED SHAREHOLDER ) DERIVATIVE COMPLAINT 16 17 M. RICHARD ASHER, WILLIAM J. BYRON JURY TRIAL DEMANDED 18 LEONARD S. COLEMAN, , WARREN JENSON, TIMOTHY MOTT, ROBERT W. 19 PITTMAN, LAWRENCE F. PROBST, III, JOEL 20 SMITHL. LINZNER, BRUCE McMILLAN, NANCY L. ) , GERHARD FLORIN, DON A. 21 ATTRICK, STEPHEN BENE, and USSSELL J. RUEFF, JR. ~J Defendants

c.~ c-::::. :...i Ud6 ~ u .&..:!: C,,') , Nominal Defendant. =:t" ~7 ' ~ 08 :.::J ;2 ~

COMPLAINT

Page 1 ,-,-u --..uu...-u------"'.'

Plaintiff, Walter Hammock (hereafter "Hammock" or "Plaintiff '), files this Verified Shareholder Derivative Complaint and alleges on information and belief , except as to those

allegations that pertain to Plaintiff, which are alleged on personal knowledge , as follows:

NATURE OF THE ACTION This is a federal class action on behalf of purchasers of the publicly traded

securities of Electronic Arts , Inc. ("EA") between January 25, 2005, and March 21 , 2005 (the Relevant Period. "

JURISDICTION AND VENUE This Court has jurisdiction over this action pursuant to 28 US. C. 9 133 1 (a)(2) as a Federal question exists.

Venue is proper in this District pursuant to 28 U. C. 91391(a) in that many of the acts and the conduct constituting the violations of law complained of herein occurred in

this District, and because Nominal Defendant EA maintains its principal executive offices in

this District.

In connection with the acts, conduct and other wrongs alleged in this complaint

Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce

including but not limited to, the United States mails, interstate telephone communications and

the facilities ofthe national securities exchange.

PARTIES Plaintiff is and was at all times relevant herein, an owner and holder of EA common stock. Hammock is domiciled in the State of Texas.

Nominal Defendant EA is a Delaware corporation that maintains its principal place of business at 209 Redwood Shores Parkway, Redwood City, CA 94065.

COMPLAINT

Page 2 -.'--- -'" '---"--..-- ,..

Defendant M. Richard Asher ("Asher ) was a Director during the relevant time

for Nominal Defendant EA.

Defendant William 1. Byron ("Byron ) was a Director during the relevant time

for Nominal Defendant EA.

Defendant Leonard S. Coleman ("Coleman ) was a Director during the relevant time for Nominal Defendant EA.

10. Defendant Warren Jenson (trJenson ) was, at all relevant times, the Company Executive Vice President, Chief Financial and Administration Officer.

11. Defendant Timothy Mott ("Mottl!) was a Director during the relevant time for

Nominal Defendant EA.

12. Defendant Robert W. Pittman ("Pittman ") was a Director during the relevant time for Nominal Defendant EA.

13. Defendant Lawrence F. Probst , III ("Probst") was, at all relevant times, the

Company s Chairman ofthe Board and Chief Executive Officer.

14. Defendant Joel L. Linzner ("Linzner ) was a Senior Vice-President for the Company during the Relevant Period.

15. Defendant Bruce McMillan ("McMillan ) was an officer of the Company during

the Relevant Period.

16. Defendant Nancy Smith ("Smith") was an officer of the Company during the

Relevant Period.

17. Defendant Gerhard Florin ("Florin ) was an officer of the Company during the

Relevant Period.

COMPLAINT

Page 3 .....------

------'-'--"--'---_--.m_..._...

18. Defendant Don A. Mattrick ("Mattrick") was an officer of the Company during

the Relevant Period.

19. Defendant Stephen Bene ("Bene ) was an officer of the Company during the

Relevant Period.

20. Defendant Russell J. Rueff, Jr. ("Rueff' ) was an officer of the Company during

the Relevant Period.

21. Defendants Asher , Linzner , Byron , Probst, Jenson, McMillan, Smith, Florin Mattrick, Bene and Russell are collectively referred to hereinafter as the " Individual

Defendants. " The Individual Defendants, because of their positions with the Company,

possessed the power and authority to control the contents of EA's quarterly reports , press

releases and presentations to securities analysts, money and portfolio managers and institutional

investors, i. , the market. Each Individual Defendant was provided with ' copies of the

Company's reports and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or cause them to be

corrected. Because of their positions and access to material non-public information available to them but not to the public , each of these Defendants knew that the adverse facts specified herein had not been disclosed to and were being concealed from the public and that the

positive representations which were being made were then materially false and misleading.

The Individual Defendants are liable for the false statements pled herein, as those statements

were each "group-published" information, the result of the collective actions of the Individual

Defendants.

22. Defendants Asher, Byron, Coleman, Mott, Pittman and Probst are collectively

referred to hereafter as the "Director Defendants. " The Director Defendants, because of their

COMPLAINT

Page 4 '-----..,------....--- ,

positions with the Company, possessed the power and authority to control the contents of

EA' s quarterly reports , press releases and presentations to security analysts, money and portfolio managers and institutional investors, i. , the market. Each Director Defendant was

provided with copies of the Company s reports and press releases alleged herein to be

misleading prior to or shortly after their issuance and had the ability and opportunity

prevent their issuance or cause them to be corrected. Because of their positions , and access to

material non-public information available to them, but not to the public, each of the Director Defendants knew that the adverse facts specified herein had not been disclosed and were being

concealed from the public. The positive representations which were then being made were

materially false and misleading. The Director Defendants are liable for the false statements

pled herein , as those statements where each "group" published information, the result of the collective actions of the Director Defendants.

DUTIES OF THE INDIVIDUAL DEFENDANTS 23. By reason of their positions as officers, directors and/or fiduciaries of EA and because of their ability to control the business and corporate affairs of EA , the Individual and Director Defendants owed EA and its shareholders fiduciary obligations of trust , loyalty, good faith and due care, and were and are required to use their utmost ability to control and manage

EA in a fair , just, honest and equitable manner. The Individual and Director Defendants were and are required to act in furtherance of the best interests of EA and its shareholders so as to

benefit all shareholders equally and not in furtherance of their personal interest or benefit.

24. Each director and officer of the Company owes to EA and its shareholders the fiduciary duty to exercise good faith and diligence in the administration of the affairs of the

Company and in the use and preservation of its property and assets, and the highest obligations

COMPLAINT

Page 5 of fair dealing. In addition, as officers and/or directors of a publicly held company, the Individual and Director Defendants had a duty to promptly disseminate accurate and truthful

information with regard to the Company s revenue, margins, operations, - performance management , projections and forecasts so that the market price of the Company s stock would be based on truthful and accurate information.

25. The Individual and Director Defendants, because of their positions of control

and authority as directors and/or officers of EA, were able to and did, directly and/or indirectly, exercise control over the wrongful acts complained of herein, as well as the

contents of the various public statements issued by the Company. Because of their advisory,

executive, managerial and directorial positions with EA, the Individual and Director

Defendants had access to adverse non-public information about the financial condition operations, and improper representations ofEA.

26. At all times relevant hereto, the Individual and Director Defendants were the agent of each other and ofEA, and were at all times acting within the course and scope of such

agency.

27. To discharge their duties, the officers and directors of EA were required to exercise reasonable and prudent supervision over the management , policies, practices and controls of the financial affairs of the Company. By virtue of such duties, the officers and

directors of EA were required to, among other things:

(a) Refrain from acting upon material inside corporate information to

benefit themselves;

COMPLAINT

Pagt: 6 ------"..,..-..------..---

(b) Ensure that the Company complied with its legal obligations and

requirements, including acting only within the scope of its legal authority and disseminating

truthful and accurate statements to the SEC and the investing public;

(c) Conduct the affairs of the Company in an efficient, business-like manner

so as to make it possible to provide the highest quality performance of its business, to avoid

wasting the Company s assets, and to maximize the value ofthe Company s stock;

(d) Properly and accurately guide investors and analysts as to the true

financial condition of the Company at any given time, including making accurate statements

about the Company financial results and prospects, and ensuring that the Company maintained an adequate system of financial controls such that the Company s financial reporting would be true and accurate at all times;

(e) Remain informed as to how EA conducted its operations, and, upon receipt of notice or information of imprudent or unsound conditions or practices, to make

reasonable inquiry in connection therewith, and to take steps to correct such conditions or

practices and make such disclosures as necessary to comply with federal and state securities

laws; and

(f) Ensure that the Company was operated in a diligent, honest and prudent manner in compliance with all applicable federal , state and local laws, rules and regulations.

28. The Individual and Director Defendants, by virtue of their position as a director

and/or officer, owed to the Company and to its shareholders the fiduciary duties of loyalty, good faith and the exercise of due care and diligence in the management and administration of the affairs of the Company, as well as in the use and preservation of its property and assets.

The conduct of the Individual and Director Defendants complained of herein involves a

COMPLArNT

Page 7 ---- ,-----.., -----..----.

knowing and culpable violation of their obligations as directors and officers of EA, the

absence of good faith on their part, and a reckless disregard for their duties to the Company

and its shareholders that the Individual and Director Defendants were aware or should have

been aware posed a risk of serious injury to the Company.

29- The Individual and Director Defendants breached their duties of loyalty and

good faith by allowing the other Defendants to cause or by themselves causing the Company

to misrepresent its condition and business prospects , as detailed herein infra and by failing to prevent the Defendants from taking such illegal actions. In addition, as a result of the

Individual and Director Defendants' illegal actions and course of conduct during the Relevant

Period, the Company is now the subject of several class action law suits that allege violations

of federal securities laws. As a result, EA has expended and will continue to expend

significant sums of money. Such expenditures include, but are not limited to:

(a) Costs incurred to carry out internal investigations, including legal fees paid to outside counsel; and

(b) Costs incurred in investigating and defending EA and certain officers in

the class actions, plus potentially millions of dollars in settlements or to satisfy an adverse judgment.

30. Moreover, these actions have irreparably damaged EA's corporate image and goodwill. For at least the foreseeable future, EA will suffer ITom what is known as the " liar

discount " a tenn applied to the stocks of companies who have been implicated in illegal

behavior and have misled the investing public, such that EA's ability to raise equity capital or debt on favorable terms in the future is now impaired.

COMPLAINT

Page 8 -..--- -,-----

SUBSTANTIVE ALLEGATIONS

Backeround 31. EA develops, markets, publishes and distributes interactive software games that

are playable by consumers on platforms, including home video game machines, such as the

Sony PlayStation 2, Microsoft Xbox, Nintendo GameCube and Sony PlayStation consoles;

personal computers (PCs); handheld game machines, such as the Game Boy Advance, and online, over the Internet and other online networks. The products designed to play on consoles

and handhelds, are published under license from the manufacturers of these platforms, such as

Sony for the PlayStation and PlayStation 2, Microsoft for the Xbox and Nintendo for the

Nintendo GameCube and Game Boy Advance. The Company pays a fee to the console

manufacturers for the right to publish products on their platforms. EA invests in the creation of

software tools that it uses in product development and to convert products from one platform to another.

Materially False and Misleading Statements Issued Durine the Relevant Period

32. The Relevant Period starts on January 25, 2005. At that time, EA in a press

release, issued the following guidance for fiscal year ending March 31 , 2005:

We expect calendar 2005 to be a defining year " said Warren Jenson, Chief Financial and Administrative Officer. "While the year ahead will certainly be a year of investment for EA, we expect to see growth through new exciting platforms, a rich, slate of great entertainment and further globalization of our business. "

Fiscal Year Expectations - Ending March 31 , 2005

Net revenue is expected to be between $3.275 and $3.325 billion - as compared to $2.957 billion for fiscal 2004.

Non-GAAP diluted earnings per share are expected to be between $1. 90 and $1.95 - as compared to $1.84 for fiscal 2004. This range does not factor in eight

COMPLAINT

Page 9 --"-----"""

cents of estimated charges related principally to our acquisition of Criterion Software and tender offer for Digital Illusions c.E.

GAAP diluted earnings per share are expected to be between $1.82 and $1.87 - as compared to $1.87 for fiscal 2004.

33. Also on January 25 , 2005 , EA held a conference call with investors and

analysts. During the call, EA reaffirmed its previously issued guidance:

Guidance (defendant Jenson) 1. Industry Outlook: 1. Interactive Media Industry: ER TS expects to see continued strength in current generation hardware sales. The Company believes there s a lot of life left in the current generation. 2. Sony has not yet hit its stride with the new PS2, and ERTS is still at $149 on both the Xbox and PlayStation 2. ERTS expects to see continued strong console demand. 2. Steady declines in overall current generation software pricing. There has been little in the way of price degradation in the top 20 titles over the past four years. ER TS believes consumers are willing to pay premium prices for premium titles. 3. Expects to see topline growth. The NDS and PSP should expand the global segment considerably in 2005. Providing the hardware manufacturers can deliver the product, the NDS and PSP are expected to likely more than offset any revenue declines associated with current generation consoles for the PC. 4. Globalization is ready for Act II. Europe will continue to expand, markets in Asia will continue to grow rapidly, and online technology will begin to open the markets of India, Eastern Europe, and Russia. Globalization will also begin to impact the way ERTS builds games. Consolidation. With change in transition will come some level of consolidation and possibly attrition. Calendar 2005 Focus: ERTS is focused on expanding global leadership position and believes that this is the year in which it will lay the foundation for the next five years of the Co.'s performance and advantage. To do so, ERTS is focused on the following: Making the necessary, investments to win on next generation platforms. In this regard, ERTS is well underway. To win in mobility. ERTS expects to have a strong lineup on both the NDS and PSP. 2. The Co. also expects to build its cell phone game production capability. Further strengthening of the Coo's global hand , in both Europe and in Asia. Building increasingly scalable and cost effective global development solutions for current and next generation platforms, including handhelds and cell phones. ERTS expects to have acquisition opportunities. The Co. does not intend to alter the discipline of its acquisition screen. Believes there will be opportunities and expects to be active participants. 3. Ubi Soft: ERTS wants to keep all its options open. Expects that, if anything were to happen, it would happen with the full cooperation of Ubi Soft. If anything were to happen, ERTS will not overpay. Ubi Soft shares are currently trading at close to 100% premium to the 120-dayavg. before the Company s announcement. ERTS purchased its interest before this run up in stock price, at just under EUR20 per share. The Company is prepared to be a long- term minority shareholder. 4. Market Outlook: In North

COMPLAINT

Page 10 America, expects the following hardware unit sales: Consoles = between 10- 12m units. 2. Handhelds = between 11.5- 13.5m units. In Europe, expects the following hardware unit sales: Consoles = between 9- 11m units. Handhelds = between 7. 5m units. In North America, expects growth in overall software sales to be between flat to up 5%. Console = down 6- 10%. Handhelds = up 70- 85%. PC = down 5- 10%. In Europe, expects growth in overall software sales to be between flat and up 5%. Consoles = down 6-10%. Handhelds = up 90- 110%. PC = flat to down 5%. 5. Full-Year Guidance: Expects revenue to be between $3.275-3.325b vs. $2.957b for FY04. 2. Non-GAAP diluted EPS to be between $1.90- 95 vs. $1.84 for the prior year. This range does not factor in $0.08 of estimated charges related principally to acquisition of Criterion Software and the tender for Digital Illusions. GAAP diluted EPS to be between $1.82- 87 vs. $1.87 for the prior year. These expected results also include the projected impact of the Company s share repurchase program. 6. 4Q05 Guidance: Expects to ship 26 SKUs VS. 11 a year ago. Expects to ship the following titles in 4Q05: MVP Baseball 2005 on four platforms. Champions League Football on four platforms. FIF A STREET on three platforms. Fight Night 2 on three platforms. NASCAR SimRacing on the PC. NBA STREET Vol. III on three platforms. Rugby 2005 on three platforms. The Sims 2: University Expansion Pack. Need for Speed Underground on the PSP. Tiger Woods PGA Tour on the PSP. FIFA 2005 on the PSP. NFL STREET 2 on the PSP. Expects Medal of Honor and Battlefield 2 to be shipped in lQ06.

34. Additionally, the Individual Defendants stated: Q. Looking into 2005, how should we think about the performance ofERTS on revenue basis relative to what you are talking about With the market, if we look at the platforms? Are there anomalies to your release schedule that would suggest that your growth rates might be different on a per platform basis than the macro numbers you were talking about? (Edward Williams - Harris Nesbitt)

A. (Warren Jenson) We re not going to get into our guidance until the next qtr. but I can probably add a little more clarity than we have in the past, as we started into our planning process. So, where we are today is, we spent the last month doing a lot of work with our divisions globally, looking at the markets looking at our expense base, and also looking at our SKU plant. And if I were to say where we are today relative to three months ago, we feel pretty dam good about topline growth next year. Now, at this point, we re working through all the expense side, and that will be tighter given the investments that we feel are so pivotal for our long-term strength. But, on the growth rate side, as I mentioned we intend to be the leader on next gen consoles. We want to be the leader in mobility. And third, we re going to continue to produce in a strong way for current gen consoles. And then, I guess that makes -- finally, one longer terur point, because I think it' s so pivotal, is the investments we are making today in calendar 2004 , our FYO05 and FY06 are about the long term. The investments ve made with the NFL and ESPN is about building long-term strength and

COMPLAINT

Page II "'----"'" _..,'--'--,-

securing our long-term future. And we think we have done a lot of that this qtr. through the strategic moves. Just as those were important in lowering our overall long-tenn discount rate, the moves we re making to build scalability into our studios and to win in these platforms, while expensive today, are all about helping us to continue to build the strength of our long-teen future. A. (Larry Probst) We don t expect to see blockbuster titles like San Andreas or Halo 2 in the market, in calendar 4Q of 2005 , and that potentially presents the opportunity for us to move our market share in a positive direction.

35. On January 28, 2005, Defendant Jenson sold 91 700 shares for gross proceeds

totaling $5 701 906.00.

36. Additionally, on January 31 , 2005, Defendant Jenson sold 108 300 shares for

gross proceeds totaling $6 812 394.90. As such, during the Relevant Period, Defendant Jenson s combined sales amounted to 200 000 shares sold for gross proceeds totaling $12 514,300.90.

37. Also on January 31 , 2005, Defendant Probst sold 100 000 shares for gross proceeds totaling $6 371 600.00. Additionally, the Insider Defendants sold shares as set forth

in the chart accompanying ~46.

38. The statements contained at 32-34 were materially false and misleading when made because Defendants failed to disclose or indicate the following: (1) that increased

competition ITom its competitors was eroding EA market share; (2) that hardware shortages

were material; (3) that EA continued to suffer from operating margin compression; and (4)

that as a result of the above, the Company s statements about its financial performance were lacking in any reasonable basis when made.

The Truth Beeins to Emeree 39. On March 21 2005, after the market closed, EA issued a press release with the headline "Electronic Arts Updates Fiscal Year 2005 Estimates. " Therein, the Company stated:

COMPLAINT

Page 12 ---- "------"

Electronic Arts (Nasdaq:ERTS) today announced revised estimates for the Company s fiscal year ending March 31 , 2005. The changes are primarily the result of lower than expected sales in both North America and in Europe.

The Company now expects fiscal year 2005 net revenue to be between $3. 100 and $3. 125 billion, as compared to the Company s previous estimate of between $3.275 and $3.325 billion.

GAAP diluted earnings per share are now expected to be between $1.62 and $1.64 -- as compared to the Company s previous estimate of$1.82 to $1.87.

Chainnan and Chief Executive Officer. "While our new releases are perfonning reasonably well, they have not been able to offset a significant falloff in catalog sales. "

40. News of this shocked the market. On March 22 2005, shares ofEA fell $11.20

per share.

UNDISCLOSED ADVERSE FACTS 41. The market for EA's securities was open, well-developed and efficient at all

relevant times. As a result of these materially false and misleading statements and failures to

disclose, EA's securities traded at artificially inflated prices during the Relevant Period. Plaintiff purchased or otherwise acquired EA securities relying upon the integrity of the market price of

EA's securities and market information relating to EA , and has been damaged thereby.

42. During the Relevant Period, Defendants materially misled the investing public;

thereby inflating the price of EA's securities , by publicly issuing false and misleading statements and omitting to disclose material facts necessary to make Defendants ' statements

asset forth herein, not false and misleading. Said statements and omissions were materially

false and misleading in that they failed to disclose material adverse information and misrepresented the truth about the Company, its business and operations , as alleged herein.

43. all relevant times At the material misrepresentations and omISSions particularized in this Complaint directly or proximately caused or were substantial

COMPLAINT

Page lJ - --.,-,----. -----"------"'.--"' --" --...

contributing cause of the damages sustained by Plaintiff. As described herein, during the

Relevant Period, Insider and Director Defendants made or caused to be made a series of

materially false or misleading statements about EA's business, prospects and operations. These material misstatements and omissions had the cause and effect of creating in the market

an unrealistically positive assessment of EA and its business , prospects and operations, thus causing the Company s securities to be overvalued and artificially inflated at all relevant times.

Insider and Director Defendants' materially false and misleading statements during the Relevant

Period resulted in Plaintiff purchasing the Company s securities at artificially inflated prices thus causing the damages complained of herein.

ADDITIONAL SCIENTER ALLEGATIONS 44. As alleged herein, the Insider Defendants acted with scienter in that the Insider

Defendants knew that the public documents and statements issued or disseminated in the name

of the Company were materially false and misleading; knew that such statements or

documents would be issued or disseminated to the investing public; and knowingly and

substantially participated or acquiesced in the issuance or dissemination of such statements or documents as primary violations of the federal securities laws. As set forth elsewhere herein in detail, the Insider Defendants, by virtue of their receipt of information reflecting the true facts

regarding EA, their control over, and/or receipt and/or modification of EA allegedly materially

misleading misstatements and/or their associations with the Company which made them privy

to confidential proprietary information concerning EA, participated in the fraudulent scheme

alleged herein.

45. Defendants knew and/or recklessly disregarded the falsity and misleading nature

of the information which they caused to be disseminated to the investing public. The ongoing

COMPLAINT

Page 14 "- "-"------"-"'--"" """----....

fraudulent scheme described in this complaint could not have been perpetrated over a

substantial period of time, as has occurred, without the knowledge and complicity of the personnel at the highest level ofthe Company, including the Individual Defendants.

46. In addition to the 300 000 shares that Defendants Jenson and Probst sold during

the Relevant Period, several other insiders took advantage of the fact that EA stock was trading

at artificially inflated prices and disposed oftheir shares as evidenced by the chart below:

Name Date Shares Sold $ Gross Proceeds Asher. M. Richard 01/28/2005 600 479 325. Bene, Stephen G. 01/28/2005 000 493 600. Byron, William J. 01/28/2005 700 351 032. Florin, Gerhard 01/28/2005 000 252 000. Florin, Gerhard 01/31/2005 000 568 052. Jensen, Warren 01/28/2005 700 701 906. Jenson, Warren 01/31/2005 108 300 812. 362. Linzner, Joe 02/02/2005 000 766 998. Mattrick. Don A. 01/2812005 275 000 081 597. McMillan, Bruce 02/02/2005 000 922 970. McMillan, Bruce 02/01/2005 000 246 450. Probst, III Lawrence F. 01/31/2005 100 000 371 640. Rueff, Jr., Russell 1. 01/28/2005 000 506,400. Smith, Nancy L. 01/28/2005 070 095 393. Smith, Nancy L. 01/31/2005 069 159 000. Total 932 439 $58,808 725.

47. The combined sales of the Insider Defendants totaled 932 439 shares for gross profits of$58 808 725.00.

NO SAFE HARBOR

48. The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint. Many of the specific statements pleaded herein were not identified as "forward-

looking statements " when made. To the extent there were any forward-looking statements

COMPLAINT

Page 15 ""---- "---,----.._------,,-, -----,_..

there were no meaningful cautionary statements identifying important factors that could cause

actual results to differ materially from those in the purportedly forward- looking statements. Alternatively, to the extent that the statutory safe harbor does apply to any forward- looking statements, pleaded herein, Defendants are liable for those false forward- looking statements because at the time each of those forward- looking statements was made, the particular speaker

knew that the particular forward- looking statement was false, and/or the forward-looking statement was authorized and/or approved by an executive officer of EA who knew that those statements were false when made.

DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS

49. Plaintiff incorporates by reference and re-alleges each and every allegation set

forth in paragraphs one (1) through forty-eight (48) above , the same as set forth fully herein. 50. Plaintiff brings this action derivatively in the right and for the benefit of EA , to redress injuries suffered and to be suffered by EA as a direct result of the breaches of fiduciary

duty, abuse of control , gross mismanagement, waste of corporate assets, and unjust enrichment, as well as the aiding and abetting thereof, by the Individual Director Defendants.

EA is named as a Nominal Defendant solely in a derivative capacity. This is not a collusive action to confer jurisdiction on this Court that it would not otherwise have.

51. Plaintiff will adequately and fairly represent the interests ofEA in enforcing and prosecuting its rights.

52. Plaintiff was owner of the stock ofEA during all times relevant to the Individual

and Director Defendants ' wrongful course of conduct alleged herein, and remains a shareholder of the Company.

COMPLAfNT

Page 16 '-----,------' -'--"",-,----

53. The current Board of Directors of EA consists of the following nine (9)

individuals: Defendants Asher, Byron, Coleman, Mott, Pittman and Probst, as well as non-

parties Kusin, Maffei and Srere. Plaintiff has not made any demand on the present Board of

Directors of EA to institute this action because such a demand would be a futile, wasteful and

useless act, particularly for the following reasons:

54. As a result of their access to and review of internal corporate documents;

conversations and connections with other corporate officers, employees and directors; and

attendance at management and Board meetings, Director Defendants knew the adverse non-

public information which made the representations made by the Company false and

misleading. While in possession of this material adverse non-public infonnation regarding the

Company, the following current members of the EA Board participated in the illegal insider

selling and other transactions:

(a) As set forth above, Defendants Asher, Byron and Probst benefited from

the sale of 129 300 shares of EA stock for total proceeds exceeding 201 000. 00. Because

Defendants Asher, Probst and Byron received a personal financial benefit from the insider

trading transactions made during the Relevant Period, these Defendants are interested and any

demand upon them is futile;

(b) Prior to the Relevant Period, Defendants Coleman and Pittman were

principals in Cendant Corporation. During their time together at Cendant, these gentlemen

developed strong personal and business ties to each other. In fact, both Coleman and Pittman

are still active board members of Cendant. The past close business relationships between Coleman and Pittman call into question their willingness to take action against one another;

COMPLAINT

Page 17 --..--.. - '-" --- '-."'--..--..

(c) Defendant Mott is not considered an independent director by the

Company pursuant to the NASDAQ Marketplace Rules. As such, demand on Defendant Mott

is futile;

(d) majority of EA's Board of Directors and seruor management

participated in the wrongs complained of herein. EA's directors are not disinterested or

independent due to the following: Defendants Asher, Byron, Coleman, Mott, Pittman and

Probst served on the Board during the Relevant Period. Pursuant to their specific duties as

Board members, each was charged with the management of the Company and to conduct its

business affairs. Each" of the above-referenced Director Defendants breached the fiduciary

duties that they owed to EA and its shareholders in that they failed to prevent and correct material misrepresentations made by the Company. Further, Defendant Probst is not independent because of his stake in the financial performance of the Company because Probst

is the Company s CE.O;

(e) Defendants Coleman and Pittman, because of their inter-related business

professional and personal relationships, have developed debilitating conflicts of interest that prevent the Board members of the Company from taking the necessary and proper action on

behalf of the Company as requested herein;

(f) The Director Defendants, as more fully detailed herein, participated in approved and/or permitted the wrongs alleged herein to have occurred and participated in

efforts to conceal or disguise those wrongs from EA's stockholders or recklessly and/or

negligently disregarded the wrongs complained of herein, and are therefore not disinterested

parties. Each of the Director Defendants exhibited a sustained and systemic failure to fulfill

COMPLAINT

Page 18 .... --- -,----..(j)(g) ---.._-,------

their fiduciary duties, which could not have been an exercise of good faith business judgment

and amounted to gross negligence and extreme recklessness;

In order to bring this suit, a majority of the Directors of EA would be

forced to sue themselves and persons with whom they have extensive business and personal

entanglements, which they will not do, thereby excusing demand;

(h) The acts complained of constitute violations of the fiduciary duties

owed by EA's officers and directors and these acts are incapable of ratification;

(i) Any suit by the current directors of EA to remedy these wrongs would

likely expose the Individual and Director Defendants, and EA, to additional liability for

violations of the securities laws that would result in civil actions being filed against

Defendants Probst and Jenson, who are presently Defendants in securities class action

lawsuits; thus, they are hopelessly conflicted in making any supposedly independent

determination whether to sue themselves;

EA has been and will continue to be exposed to significant losses due to

the wrongdoing complained of herein, yet the Individual and Director Defendants and current

Board have not filed any lawsuits against themselves or others who were responsible for that

wrongful conduct to attempt to recover for EA any part of the damages EA suffered and will

suffer thereby or to recover the profits received by Asher through illegal insider trading;

(k) If the current Directors were to bring this derivative action against

themselves, they would thereby expose their own misconduct, which underlies allegations

contained in class action complaints for violations of securities law, which admissions would

impair their defense of the class actions and greatly increase the probability of their personal

liability in the class actions, in an amount likely to be in excess of any insurance coverage

COMPLAINT

Page 19 -- ---,- -.----,-----., -----.'-' -" "..,

available to the Individual and/or Director Defendants. In essence, they would be forced to take positions contrary to the defenses they will likely assert in the securities class actions.

This they will not do. Thus, demand is futile; and

(I) If EA's current and past officers and directors are protected against

personal liability for their acts of mismanagement, abuse of control and breach of fiduciary

duty alleged in this Complaint by directors' and officers ' liability insurance , they caused the Company to purchase that insurance for their protection with corporate funds monies

belonging to the stockholders of EA. However, due to certain changes in the language of

directors' and officers' liability insurance policies in the past few years , it is believed that the directors ' and officers ' liability insurance policies covering the Individual and Director Defendants in this case contain provisions that eliminate coverage for any action brought directly by EA against these Defendants , known as inter alia the "insured versus insured exclusion. II As a result, if these directors were to sue themselves or certain of the officers of

, there would be no directors ' and officers' insurance protection and thus, this is a further reason why they will not bring such a suit. On the other hand, if the suit is brought

derivatively, as this action is brought, such insurance coverage exists and will provide a basis

for the Company to effectuate recovery. If there is no directors' and officers ' liability insurance at all then the current directors will not cause EA to sue them , since they will face a large uninsured liability.

55. Plaintiff has not made any demand on shareholders of EA to institute this action

since such demand would be a futile and useless act for the following reasons:

(a) EA is a publicly held company with approximately 307 million shares outstanding, and thousands of shareholders;

COMPI.AINT

Page 20 ----'----

_uu_

(b) Making demand on such a number of shareholders would be impossible

for Plaintiff, who has no way of finding out the names, addresses or phone numbers of all the

shareholders; and

(c) Making demand on all shareholders would force Plaintiff to incur huge

expenses, assuming all shareholders could be individually identified.

FIRST CAUSE OF ACTION Against Individual Defendants for Breach of Fiduciary Duties, For Insider Sellin!!. and for Misappropriation of Information

56. Plaintiff incorporates by reference and realleges each and every allegation set

forth in paragraphs one (1) through fifty-five (55) above, the same as set forth fully herein.

57. At the time of the stock sales set forth herein by the Individual Defendants , they knew the information described above and sold EA common stock on the basis of such infonnation.

58. . The information described above was proprietary non-public information concernIng the Company s financial condition and future business prospects. It was a proprietary asset belonging to the Company, which the Individual Defendants used for their

own benefit when they sold EA common stock.

59. The Individual Defendants' sale of EA common stock while in possession and

control of this material adverse non-public information was a breach of their fiduciary duties

of loyalty and good faith.

60. Since the use of the Company s proprietary infonnation for their own gain constitutes a breach of Individual Defendants ' fiduciary duties , the Company is entitled to the imposition of a constructive trust on any profits Solomon and Connelly obtained thereby.

COMPLAINT

Page 21 .._---,------, ""-----

SECOND CAUSE OF ACTION

Al!ainst Individual and Director Defendants for Breach of Fiduciary Dutv

61. Plaintiff incorporates by reference and re-alleges each and every allegation set

forth in paragraphs one (1) through sixty (60) above, the same as set forth fully herein. 62. The Individual and Director Defendants owed and owe EA fiduciary

obligations. By reason of their fiduciary relationships, the Individual and Director Defendants

owed and owe EA the highest obligation of good faith, fair dealing, loyalty and due care.

63. The Individual and Director Defendants , and each of them, violated and breached their fiduciary duties of care , loyalty, reasonable inquiry, oversight, good faith and supervIsIon.

64. The Individual and Director Defendants had actual or constructive knowledge

that they had caused the Company to improperly misrepresent the financial condition and

business prospects of the Company and failed to correct the Company's publicly reported

financial results and guidance. These actions could not have been a good faith exercise of

prudent business judgment to protect and promote the Company's corporate interests.

65. As a direct and proximate result of the Individual and Director Defendants

failure to perform their fiduciary obligations, EA has sustained significant damages. As

result of the misconduct alleged herein, the Individual and Director Defendants are liable to

the Company.

66. Plaintiff, on behalf of EA, has no adequate remedy at law.

COMPLAINT

Page 22 ---' ------

THIRD CAUSE OF ACTION

Against the Individual and Director Defendants for Abuse of Control

67. Plaintiff incorporates by reference and fe-alleges each and every allegation set

forth in paragraphs one (1) through sixty-six (66) above, the same as set forth fully herein.

68. The Individual and Director Defendants' misconduct alleged herein constituted

an abuse of their ability to control and influence EA, for which they are legally responsible.

69. As a direct and proximate result of the Individual and Director Defendants abuse of control, EA has sustained significant damages.

70. As a result of the misconduct alleged herein, the Individual and Director

Defendants are liable to the Company.

71. Plaintiff, on behalf ofEA, has no adequate remedy at law.

FOURTH CAUSE OF ACTION

Against the Individual and Director Defendants for Gross Mismana2'ement

72. Plaintiff incorporates by reference and re-alleges each and every allegation set

forth in paragraphs one (1) through seventy-one (71) above , the same as set forth fully herein. 73. By their actions alleged herein , the Individual and Director Defendants, either directly or through aiding and abetting, abandoned and abdicated their responsibilities and fiduciary duties with regard to prudently managing the assets and business of EA in a manner consistent with the operations of a publicly held corporation.

COMPLAINT

Page 23 ------..- - - ...'..------"---"

74. As a direct and proximate result of the Individual and Director Defendants

gross mismanagement and breaches of duty alleged herein, EA has sustained significant damages in excess of tens of millions of dollars.

75. As a result of the misconduct and breaches of duty alleged herein , the Individual and Director Defendants are liable to the Company.

76. Plaintiff, on behalf of EA, has no adequate remedy at law.

FIFTH CAUSE OF ACTION

Against the Individual and Director Defendants for Waste of Corporate Assets

77. Plaintiff incorporates by reference and re-alleges each and every allegation set

forth in paragraphs one (1) through seventy-six (76) above , the same as set forth fully herein. 78. As a result of the Individual and Director Defendants ' improper conduct and by failing to properly consider the interests of the Company and its public shareholders by failing

to conduct proper supervision , the Individual and Director Defendants have caused EA to waste valuable corporate assets by paying bonuses to certain of its executive officers and incur

potentially millions of dollars of legal liability and/or legal costs to defend the Individual and

Director Defendants' unlawful actions. ' 79. As a result of the waste of corporate assets, the Individual and Director Defendants are liable to the Company.

80. Plaintiff, on behalf of EA, has no adequate remedy at law.

COMPLAINT

Page 24 -_.... -- ---'-..---

-----"-----__m_.. -

SIXTH CAUSE OF ACTION

A~ainst the Individual Defendants for Uniust Enrichment

81. Plaintiff incorporates by reference and re-alleges each and every allegation set

forth in paragraphs one (1) through eighty (80) above, the same as set forth fully herein.

82. By their wrongful acts and omissions, the Individual Defendants were unjustly enriched at the expense of and to the detriment ofEA.

83. Plaintiff, as shareholder and representative of EA, seeks restitution from the Individual Defendants , and seeks an order of this Court disgorging all profits, benefits and other compensation obtained by the Individual Defendants from their wrongful conduct and

fiduciary breaches.

SEVENTH CAUSE OF ACTION

Against the Individual Defendants Pursuant to 15 U. C. ~7243 (SARBANES-OXLEY ACT) 84. Plaintiff incorporates by reference and re-alleges each and every allegation set

forth in paragraphs one (1) through eighty-three (83) above, the same as set forth fully herein. 85. Based upon the allegations made above and pursuant to 15 US. c. 97243 , EA is

entitled to reimbursement of all bonuses and other incentive-based or equity-based

compensation paid to the Individual Defendants, as well as any profits realized from the sale of EA securities by them.

EIGHTH CAUSE OF ACTION Against the Insider Defendants for Violations of California Corporations Code ~25402

86. Plaintiff incorporates by reference and re-alleges each and every allegation contained above, as if though fully set forth herein.

COMPLAINT

Page 25 --- -..----'..-.- ----....---,-.. -" "---'

87. At the time of the stock sales set forth herein, the Insider Defendants knew the

information described above, and sold Electronic Art common stock on the basis of such information in violation of California Corporation Code ~25402. The information described above was proprietary, non-public information concerning the Company.

88. Pursuant to California Corporations Code 925502. , the Insider Defendants are liable to Electronic Arts for damages in an amount up to three times the difference between the

price at which that Electronic Arts common stock would have had at the time of the sale if the

information known to defendants had been publicly disseminated prior to that time and reasonable time had elapsed for the market to absorb the information.

89. The Company is entitled to the imposition of a constructive trust on any profits

the Insider Defendants obtained thereby.

PRAYER FOR RELIEF

WHEREFORE , Plaintiff prays for relief and judgment, as follows: A. Against the Individual and Director Defendants and in favor of the Company for the

amount of damages sustained by the Company as a result of the Individual and Director

Defendants ' breaches of fiduciary duties , abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment;

B. Extraordinary equitable and/or injunctive relief as permitted by law , equity and state statutory provisions sued hereunder, including attaching, impounding, imposing a constructive trust on or othelWise restricting the proceeds of the Individual Defendants ' trading activities or their other assets so as to ensure that Plaintiff has an effective remedy;

COMPLAINT

Page 26 """-"--' -.-----

-- w_-----, ,

C. Awarding to EA restitution nom the Individual and Director Defendants, and each

of them, and ordering disgorgement of all profits, benefits and other compensation obtained by

these Defendants;

D. Awarding to Plaintiff the costs and disbursements of the action, including

reasonable attorneys' fees, accountants' and experts' fees, costs, and expenses; and

E. Granting such other and further relief as the Court deems just and proper.

JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

Dated: May 12 2005 Respectfully submitted

William B. Federman, Esq. FEDERMAN & SHERWOOD

Attorneys for Plaintiff

COMPLAINT

Page 27 EXHIBIT B .~ ~ :-"'... . . ' . '.. ~ \j !'. . cc~~y Robert S. Green (State BarNo. 136183) GREEN WELLING LLP 235 Pine Street, 15th Floor San Francisco, California 94104 Telephone: (415) 477-6700 O~g Facsimile: (415) 477- ;'(iI 6710 IN,1J. I L Marc A. Topaz ~ to AR Richard A. Maniskas 2 4 SCHIFFRIN & BARROWAY, LLP 2005 280 King of Prussia Rd. r/;~ft1~Ii(),-Hj ~8, W ~/L~' Radnor, P A 19087 f'!i'r'c,f.'r'($.lfI-J f' 1",. 'Il 0CiJ'J Telephone: (610) 667-7706 . "... "'1'i-QfU. - 'i,,"i Facsimile: (610) 667-7056 Attorneys for Plaintiff Hnng

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

13 BARRY B~R, Indiyidually and On B~half 1 2' All Others SImIlarly SItuated ~ CIVI!U?ON No. Plaintiff

Ys. ) CLASS ACTION COMPLAINT ELECTRONIC ARTS INc., LAWRENCE 17 PROBST, III, and WARREN JENSON JURY TRIAL DEMANDED Defendants.

Plaintiff, Barry Baker ("Plaintiff' ), individually and on behalf of all other persons similarly

situated, by his undersigned attorneys, for his complaint against defendants, alleges the following

based upon personal knowledge as to himself and his own acts, and information and belief as to all

other matters, based upon inter alia the investigation conducted by and through his attorneys

which included, among other things, a review ofthe defendants' public documents, conference calls

and announcements made by defendants, United States Securities and Exchange Commission

SEC") filings, wire and press releases published by and regarding Electronic Arts Inc. ("EA" or

the "Company ) securities analysts ' reports and advisories about the Company, and information

cornplaint.wpd CLASS ACTION COMPLAINT readily ,obtainable on the Internet. Plaintiff believes that substantial evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. NATURE OF THE ACTION

This is a federal clas~ action on behalf of purchasers ofthe publicly traded securities

of EA between January 25, 2005, and March 21 , 2005 (the "Class Period"), seeking to pursue

remedies under the Securities Exchange Act of 1934 (the "Exchange Act" JURISDICTION AND VENUE

The claims asserted herein arise under and pursuant to Sections 'lO(b) and 20(a) of

the Exchange Act, (15 u.S. c. gg 78j(b) and 78t(a)), and Rule 10b-5 promulgated thereunder

(17 c.FoR. g240. 10b-5).

This Court has jurisdiction over the subject matter of this action pursuant to , g27 of

the Exchange Act (15 u.S. c. g78aa) and 28 u.S. C. g 1331.

Venue is proper in this Judicial District pursuant to g27 of the Exchange Act

15 U. c. g 78aa and 28 V. C. g 1391(b). Many of the acts and transactions alleged herein

including the preparation and dissemination of materially false and misleading information, occurred

in substantial part in this Judicial District. Additionally, the Company maintains a principal

executive office in this Judicial District. In connection with the acts, conduct and other wrongs alleged in this complaint

defendants, directly or indirectly, used the means and instrumentalities of interstate commerce

including but not limited to, the United States mails, interstate telephone communications and the

facilities of the national securities exchange. PARTIES

Plaintiff, Barry Baker, as set forth in the accompanying certification, incorporated

by reference herein, purchased EA securities at artificially inflated prices during the Class Period

and has been damaged thereby.

Defendant EA is a Delaware corporation that maintains its principal place ofbusiness

at 209 Redwood Shores Parkway, Redwood City, CA 94065.

cornplaint.wpd CLASS ACTION COMPLAINT Defendant Lawrence F. Probst, III ("Probst") was, at all relevant times, the'

Company s Chairman of the Board and Chief Executive Officer.

Defendant Warren Jenson ("Jenson ) was, at all relevant times, the Company

Executive Vice President, Chief Financial and Administration Officer.

10. Defendants Probst and Jenson are collectively referred to hereinafter as the

Individual Defendants." The Individual Defendants, because oftheirpositionswith the Company;,

possessed the power ~nd authority to control the contents ofEA' s quarterly reports, press releases and presentations to securities analysts, money and portfolio managers and institutional investors , the market. Each defendant was provided with copies of the Company s reports and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or cause them to be corrected. Becauseoftheirpositions

and access to material non-public information available to ~em but not to the public, each of these defendants knew that the adverse facts specified herein had not been disclosed to and were being concealed from the public and that the positive representations which were being made were then materially false and misleading. The.Individual Defendants are liable for the false statements

pleaded herein, as those statements were each "group-published" information, the result of the collective actions of the Individual Defendants. PLAINTIFF' S CLASS ACTION ALLEGATIONS

11. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil.

Procedure 23(a) and (b )(3) on behalf of a Class, consisting of all those who purchased the securities

ofEA between January 25, 2005 and March 21 2005, inclusive (the "Class Period") and who were damaged thereby. Excluded ffom the Class are defendants, the officers and directors of the

23, Company, at all relevant times, members oftheir immediate families and their legal representatives

heirs, successors or assigns and any entity in which defendants have or had a controlling interest.

12. The members of the Class are so numerous that joinder of all members is imprac-

ticable. Throughout the Class Period, EA' s securities were actively traded on the NASDAQ. While

the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through appropriate discovery, Plaintiff believes that there are hundreds or thousands of members complaint. wpd CLASS ACTION COMPLAINT in the proposed Class. Record owners and other members ofthe Class may be identified from

records maintained by EA or its transfer agent and may be notified of the pendency of this action

by mail, using the form of notice similar to that customarily used in securities class actions.

13. Plaintiff s claims are typical ofthe claims ofthe members of the Class as all members of the Class are similarly affected by defendants' wrongful conduct in violation of federal law that'

is complained of herein.

14. Plaintiff will fairly and adequately protect the interests of the members ofthe Class

and has retained counsel competent and experienced in class and securities. litigation.

15. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are: (a) whether the federal securities laws were violated by defendants' acts as alleged

herein; (b) whether statements made by defendants to the investing public during the Class

Period misrepresented material facts about the business, operations and management ofEA; and (c) to what extent the members of the Class have sustained damages and the proper

measure of damages.

16. A class action is superior to all other available methods for the fair and efficient

adjudication ofthis controversy since joinder of all members is impracticable. Furthermore, as the

damages suffered by individual Class members may be relatively small, the expense and burden of

individual litigation make it impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action. SUBSTANTIVE ALLEGATIONS Background

17. EA develops, markets, publishes and distributes interactive software games that are

playable by consumers on platforms, including home videogame machines, such as the Sony

PlayStation 2 , Microsoft Xbox, Nintendo GameCube and Sony PlayStation consoles; personal

computers (PCs); handheld game machines, such as the Game Boy Advance, and online, over the complaint.wpd CLASS ACTION COMPLAINT ***

Internet and other onlinenetw~rks. The products designed to play on' consoles andhandhelds are

published under license from the manufacturers of these platfoni:ls, such as Sony for the PlayStation

and PlayStation 2, Microsoft for the Xbox andNintendofor the Nintendo GameCube and Game Boy Advance. The Company pays a fee to the console manufacturers for the right to publish products

on their platforms. EA invests in the creation of software tools that it uses in product development and to convert products from one platform to another. Materially False And Misleading Statements Issued Durin~ The Class Period

18. The Class Period starts on January 25, 2005. At that time, EA in a press release

issued the following guidance for fiscal year ending March 31 , 2005:

We expect calendar 2005 to be a defining year " said Warren Jenson Chief Financial and Administrative Officer. "While the year ahead will certainly be a year of investment for EA, we expect to see growth through - new exciting platforms, a rich , slate of great entertainment and further globalization of our business.

Fiscal Year Expectations - Ending March 3 I , 2005

.Net revenue is expected to be between $3.275 and $3.325 billion- as compared to $2.957 billion for fiscal 2004. .Non-GAAP diluted earnings per share are expected to be between $1.90 and $1.95 - as compared to $1.84 for fiscal 2004. This range does not factor in eight cents of estimated charges related principally Illusionsto our acquisition of Criterion Software andc.E. tender offer for Digital .GAAP diluted earnings per-share are expected to be between $1.82 and $1.87 - as compared to $1.87 for fiscal 2004.

19. Also on January 25 2005 , EA held a conference call with investors and analysts. During the call, EA reaffirmed its previously issued guidance: Guidance (defendant Jenson) 1. Industry Outlook: 1. Interactive Media Industry: 1. ERTS expects to see continued strength in CUITent generation hardware sales. 1. The Co. believes there s a lot oflife left in the current generation. 2. Sony has not yet hit its stride with the new PS2, and ERTS is still at $ I 49 on both the Xbox and PlayStation 2. 3. ERTS expe.cts to see continued strong console demand. 2. Steady declines in overall current generation software pricing. 1. There has been little in the way of price degradation in the top 20 titles over the past four years. 2. ERTS believes consumers are willing to pay premium prices for premium titles. 3. Expects to see complaint. wpd CLASS ACTION COMPLAINT topline growth. I. The NDS and PSP should expand the global segment considerably in 2005. 2. Providing the hardware manufacturers can deliver the product, the NDS and PSP are expected to likely more than offset any revenue declines associated with current generation consoles for the PC 4. Globalization is ready for Act II. I. Europe wiI1 continue to expand, markets in Asia will continue to grow rapidly, and online technology will begin to open the markets of India, Eastern Europe, and Russia. 2. Globalization will also begin to impact the way ERTS builds games. 5. Consolidation. I. With change in transition will come some level of consolidation and possibly attrition. 2. Calendar 2005 Focus: ERTS is focused on expanding global leadership position and believes that this is the year in which it will lay the foundation for the next five years of the Co. s performance and advantage. 2. To do so ERTS is focused on the following: 1. Making the necessary, investments to win on next generation platforms. 1. In this regard ERTS is well underway. 2. To win in mobility. 1. ERTS expects to have a strong lineup on both the NDS and PSP. 2. The Co. also expects tobuiJd its cell phone game production capability. 3. Further strengthening ofthe Co. s global hand, in both Europe and in Asia. 4. Building increasingly scalable and cost effective global development solutions for current and next generation platforms , including handhelds and cell phones. 5. ERTS expects to have acquisition opportunities. 1. The Co. does not intend to alter the discipline of its acquisition screen. 2. Believes there will be opportunities and expects to be active participants. 3. Ubi S'oft: 1. ERTS wants to keep all its options open. 2. Expects that, if anything were to happen, it would happen with the full cooperation of Ubi Soft. 1. Ifanything were to happen, ERTS will not overpay. 3. Ubi Soft shares are currently trading at close to 100% premium to the l20-day' avg. before the Co.'s announcement. 1. ERTS purchased its interest before this run up in stock price, at just under EUR20 per share. 4. The Co. is prepared to be a long-term minority shareholder. 4. Market Outlook: 1. In North America, expects the following hardware unit sales: 1. Consoles = between 10-12m units. 2. Handhelds = between 1 1.5- 13.5m units. 2. In Europe, expects the following hardware unit. sales: 1. Consoles = between 9- 11m units. 2. Handhelds = between 5m units. 3. In North America, expects growth in overall software sales to be between flat to up 5%. 1. Console = down 10%. 2. Handhelds = up 70-85%. 3. PC = down 5-10%. 4. In Europe, expects growth in overall software sales to be between flat and up 5%. 1. Consoles = down 6- 10%. 2. Handhelds = up 90- 110%. 3. PC = flat to down 5%. 5. Full-Year Guidance: 1. Expects revenue to be between $3.275-3.325b vs. $2.957b for FY04. 2. Non-GAAP diluted EPS to be between $1.90- 95 vs. $1. 84 for the prior year. 1. This range does not factor in $0.08 of estimated charges related principally to acquisition of Criterion Software and the tender for Digital Illusions. 3. GAAP diluted EPS to be between $1.82- 87 vs. $1.87 for the prior year. 1. These expected results also include the projected impact of the Co. 's share repurchase program. 6. 4Q05 Guidance: 1. Expects to ship 26 SKVs vs. 11 a year ago. 2. Expects to ship the following titles in 4Q05: 1. MVP Baseba1l2005 on four platforms. 2. Champions League Football on four platforms. 3. FIF A STREET on three platforms. 4. Fight Night 2 on three platforms. 5. NASCAR SimRacing on the PC. 6. NBA STREET Vol. III on three complaint.wpd CLASS ACTION COMPLAINT . . .

platforms. 7. Rugby 2005 on three platforms. 8. The Sims 2: University Expansion Pack. 9. Need for Speed Underground on the PSP. 10. Tiger Woods PGA Tour on the PSP. 11. FIFA 2005 on the PSP. 12. NFL STREET 2 on thePSP. 3. Expects Medal ofHonorIV and Battlefield 2 to be shipped in 1 Q06. ' 20. Additionally, the Individual Defendants stated:

Q. Looking into 2005, how should we think about the performance of ERTS on a revenue basis relative to what you are talking about with the market, if we look at the platforms? Are there anomalies to your release scpedule that would suggest that your growth rates might he different on a per platform basis than the macro numbers you were talking about? (Edward Williams - Harris Nesbitt)

A. (Warren Jenson) We te not going to get into our guidance until the next qtr., but I can probably add a little more clarity than we have in the past, as we ve started into our planning process. So, where we are today is, we spent the last month doing a lot of work with our . divisions globally, looking at the markets, looking at our expense base, and also looking at our SKU plant. And if! were to say where we are today-relative to three months ago, we feel pretty darn good about topline growth next year. Now, at this point, we're working through all the expense side, and that will be tighter given the investments that we feel are so pivotal for our long-term strength. But, on the growth rate side, as I mentioned, we intend to be the leader on next gen consoles. We want to be the 'leader in mobility. And third; , we' re going to continue to produce in a strong way for current gen consoles. And then, I guess that makes -- finally, one longer term' point, because I think it' s so pivotal, is the investments we are making today in calendar 2004, our FYO05 and FY06, are about the long term. The investments we ve made with the NFL and ESPN is about building long-term strength and securing our long-term future. And we think we have done a lot of that this qtr. through the strategic moves. Just as those were important in lowering our overall long-term discount rate, the moves we re making to build scalability into our studios and to win in these platforms, while expensive today, are all about helping us to continue to build the strength of our long-term future. A. (Larry Probst) We don t expect to see blockbuster titles like San Andreas or Halo 2 in the market, in calendar 4Q of 2005 , and that potentially presents the opportunity for us to move our market share in a positive direction.

21. On January 28 2005, defendant Jenson sold 91 700 shares at $62. 180 per share for

gross proceeds totaling $5 701 906.00.

22. Additionally, on January 31 2005, defendant Jenson sold 108 300 shares at $62.903

per share for gross proceeds totaling $6 812 394. 90. As such, during the Class Period, defendant

Jenson sold 200 000 shares for gross proceeds totaling $12 514 300.90.

complainl.wpd CLASS ACTION COMPLAINT 23. . Also on January 31 , 2005 , defendant Probst sold 100 000 shares at $63.716 per share

for gross proceeds totaling $6 371 600.00.

24. The statements contained in ~ 18- 19 were materially false and misleading when

made because defendants failed to d~sclose or indicate the following: (l)thatincreased competition ffom its competitors was eroding EA market share; (2) that hardware shortages were material;

(3) that EA continued to suffer from operating margin compression; and (4) that as a result of the above, the Company s statements about its financial performance were lacking in any reasonable

basis when made. The Truth Begins to Emerge

25. On March 21 , 2005, after the market closed, EA issued a press release with the

headline "Electronic Arts Updates Fiscal Year 2005 Estimates." Therein, the Company stated: Electronic Arts (Nasdaq:ERTS) today announced revised estimates for the Company s fiscal year ending March 31 , 2005. The changes are primarily the result oflower than expected sales in both North America and in Europe. The Company now expects fiscal year 2005 net revenue to be between $3. 100 and $3. 125 billion, as compared to the Company previous estimate of between $3.275 and $3.325 billion.

Non-GAAP diluted earnings per share are now expected to be between $1.70 and $1.72 as compared to the Company s previous estimate of $1.90 to $1.95. GAAP diluted earnings per share are now expected to be between of$1.82$1.62 and $1.64 -- as tocompared $1.87. to the Company s. previous estimate

These results are clearly disappointing, " said Larry Probst Chairman and Chief Executive Officer. "While our newreleases are performing reasonably well, they have not been able to offset a, significant falloff in catalog sales.

26. News of this shocked the market. On March 22, 2005 , shares ofEA fell $11.20 per

share, 16. 88 percent, to close at $55. 15 per share. UNDISCLOSED ADVERSE FACTS

27. The market for EA' s securities was open, well- developed and efficient at all relevant

times. As a result of these materially false and misleading statements and failures to disclose, EA' securities traded at artificially inflated prices during the Class Period. Plaintiff and other members complainl.wpd CLASS ACTION COMPLAINT of the Class purchased or otherwise acquired EA securities relying upon the integrity ofthe market

price ofEA' s securities and market information relating to EA, and have beendamaged thereby.

28. During the Class Period, defendants materially misled the investing public, thereby

inflating the price of EA'8 securities , by publicly issuing false and misleading statements' and

omitting to disclose material facts necessary to make defendants' statements , as 'set forth herein, not false ana misleading. Said statements and omissions were materially false and misleading in that

they failed to disclose material adverse information and misrepresented the truth about the Company, its business and operations, as alleged herein.

29. At all relevant times, the material misrepresentations and omissions particularized in this Complaint directly or proximately caused or were a substantial contributing cause of the

damages sustained by Plaintiff and other members of the Class. As described herein, during the

Class Period, defendants made or caused to be made a series of materially false or misleading

13. statements about EA' s business, prospects and operations. These material misstatements and omissions had the ca~se and effect of creating in the market an unrealistically positive assessment

of EA and its business, prospects and operations, thus causing the Company s securities to' be

overvalued and artificially inflated at all relevant times. Defendants ' materially false and misleading statements during the Class Period resulted in Plaintiff and other members ofthe Class purchasing

the Company s securities at artificially inflated prices, thus causing the damages complained of

herein. ADDITIONAL SCIENTER ALLEGATIONS

30. As alleged herein, defendants acted with scienter in that defendants knew that the

public documents and statements issued or disseminated in the name of the Company were materially false and misleading; knew that such statements or documents would be issued or disseminated to the investing public; and knowingly and substantially participated or acquiesced in

the issuance or dissemination of such statements or documents as primary violations of the federal

securities laws. As set forth elsewhere herein in detail , defendants, by virtue of their receipt of

information reflecting the true facts regarding EA, their control over, and/or receipt and/or

modification ofEA allegedly materially misleading misstatements and/or their associations with the complaint.wpd CLASS ACTION COMPLAINT Company which made therp privy to confidential proprietary information concerning EA participated in the ffaudulent scheme alleged herein.

31. Defendants knew and/or recklessly disregarded the falsity and misleading nature of

the information which they cause~ to be disseminated to th,e investing public. The ongoing fraudulent scher.ne described in this complaint could not have been perpetrated over a substantial

period of time, as has occurred, without the knowledge and complicity of the personnel at the

highest level of the Company, including the Individual Defendants.

32. In addition to the 300 000 shares that the Individual Defendants sold during the Class

9 Period, several insiders took advantage of the fact that EA stock was trading at artificially inflated

10 prices and disposed of331 739 shares for gross proceeds totaling $19,981 371.71 as evidenced

the chart below:

NAME DATE SHARE/PRI CE GROSS PROCEEDS Joel Linzner 02/02/2005 000 ~ $65.444 766 988. Total Shares Sold: Gross Proceeds: 27,000 $1, 766,988. Bruce McMillan 02/02/2005 000 ~ $65. 640 923 000. 02/01/2005 000 ~ $64.929 246,450. Total Shares Sold: Gross Proceeds: 125,000 $8,169,450. M. Richard Asher 01/28/2005 600 ~ $62. 683 479 318. Total Shares Sold: Gross Proceeds: 23, 600 $1,479,318. Gerhard Florin 01/28/2005 000 ~ $62.600 252 000 01/31/2005 000 $64.20 I 568 040 Total Shares Sold: Gross Proceeds: 60, 000 $3,820,040. Nancy L. Smith 01/28/2005 070 $61.503 095 407.21 01/31/2005 069 ~ $63.300 156 567. Total Shares Sold: Gross Proceeds: 68,139 251,974. Stephen G. Bene 01/28/2005 000 $61.700 $493 600 Total Shares Sold: Gross Proceeds: 000 $493, 600 Total Shares Sold: Total Gross 311, 739 Proceeds: $19,981,371. 71 (Emphasis added.

complaint.wpd CLASS ACTION COMPLAINT Applicability Of Presumption Of Reliance: Fraud-On- The-Market Doctrine

33. At all relevant times, the market for EA securities was an efficient market for the

following reasons, among others:

(a) EA stock met the requirements for listing, and was listed and actively traded on

the NASDAQ, a highly efficient and automated market;

(b) As a regulated issuer, EA filed periodic public reports with the SEC and the NASDAQ;

(c) EA regularly communicated with' public investors via established market

communication mechanisms, including through regular disseminations of press releases on the

national circuits of maj ornewswire services and through other wide-ranging public disclosures, such as communications with the financial press and other simil~r reporting services; and (d) EA was followed by several securities analysts employed by major brokerage firms who wrote reports which were distributed to the sales force and certain customers of their respective brokerage firms. Each of these reports was publicly available and entered the public marketplace.

34. As a result of the foregoing, the market for EA securities promptly digested current

information regarding EA ffom all publicly-available sources and reflected such information in EA stock price. Under these circumstances, all purchasers of EA securities during the Class Period suffered similar injury through their purchase of EA securities at artificially inflated prices and a

presumption of reliance applies. NO SAFE HARBOR

35. The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint. Many ofthe specific statements pleaded herein were not identified as "forward-looking statements

when made. To the extent there were any forward-looking statements, there were no meaningful

cautionary statements identifying important factors that could cause actual results to differ materially from those in the purportedly forward-looking statements. Alternatively, to the extent complaint.wpd CLASS ACTION COMPLAINT , ,

that the statutory safe harbor does apply to any forward-looking statements ,pleaded herein

defendants are liable for those false forward-looking statements because at the time each of those

forward-looking statements was made, the particular speaker knew that the particular forward-

looking statement was false, and/or the forward-looking statem~nt was authorized and/or approved

by an executive officer ofEA who knew that those statements were false when made. FIRST CLAIM Violation Of Section lO(b) Of The Exchange Act Against And Rule lOb- Promult!ated Thereunder At!ainst All Defendants

36. Plaintiff repeats and realleges each and every allegation contained above as iffully

set forth herein.

37. During the Class Period, defendants carried out a plan, scheme and course of conduct which was intended to and, throughout the Class Period, did: (i) deceive the investing public including Plaintiff and other Class members, as alleged herein; and (Ii) cause Plaintiff and other

members of the Class to purchase EA securities at artificially inflated prices. In furtherance of this

. unlawful scheme, plan and course of conduct, defendants, and each of them, took the actions set

forth herein.

38. Defendants (a) employed devices, schemes, and artifices to defraud; (b) made untrue

statements of material fact and/or omitted to state material facts necessary to make the statements

not misleading; and (c) engaged in acts, practices, and a course of business which operated as a ffaud

and deceit upon the purchasers of the Company s securities in an effort to maintain artificially high

market prices for EA securities in violation of Section 1O(b) of the Exchange Act and Rule lOb- All defendants are sued either as primary participants in the wrongful and illegal conduct charged herein or as controlling persons as alleged below.

39. Defendants, individually and in concert, directly and indirectly, by the use, means or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business, operations

and future prospects of EA as specified herein.

complaint.wpd CLASS ACTION COMPLAINT 40. These defendants employed devices; schemes and artifices to defraud, while in

possession of material adverse non-public information and engaged in acts, practices, and a course

of conduct as alleged herein in an. effort to assure investors of EA value ' arid performance and

continued substantial growth, which included the making of, or the partiCipation in the making of untrue statements of material facts and omitting to state material facts necessary in order to make the statements made about EA and its business operations and future prospects in the light of the

circum:?tances under which they were made, not misleading, as set forth more particularly herein

and engaged in transactions, practices and a course of business which operated as a ffaud and deceit upon the purchasers ofEA securities during the Class Period.

41. Each ofthe Individual Defendants' primary liability, and controlling person liability, arises ffom the following facts: (i) the Individual Defendants were high-level executives and/or

directors at the Company during the Class Period and members ofthe Company s management team 13 or had controlthereof; (ii) each ofthese defendants, by virtue of his responsibilities and activities as a senior officer and/or director of the Company was privy to and participated in the creation

development and reporting of the Company s internal budgets, plans, projections and/or reports; (iii) each of these defendants enjoyed significant personal contact and familiarity with the other

defendants and was advised of and had access to other members of the Company s management

team, internal reports and other data and information about the Company s finances, operations, and sales at all relevant times; and (iv) each of these defendants was aware of the Company dissemination of information to the investing publi.c which they knew or recklessly disregarded was

materially false and misleading.

42. The defendants had actual knowledge of the misrepresentations and omissions of

material facts set forth herein, or acted with reckless disregard for the truth in that they failed to

ascertain and to disclose such facts, even though such facts were available to them. Such defendants

material misrepresentations and/or omissions were done knowingly orrecklessly and for the purpose

and effect of concealing EA' s operating condition and future business prospects from the investing

public and supporting the artificially inflated price of its securities. As demonstrated by defendants

overstatements and misstatements of the Company s business, operations and earnings throughout complaint.wpd CLASS ACTION COMPLAINT the Class Period, defendants, if they did not have actual knowledge of the misrepresentations and

omissions alleged, were reckless in failing to obtain such knowledge by deliberately refraining from taking those steps necessary to discover whether those statements were false or misleading.

43. As a result of the dis~emination of the materially false' and misleading information and failure to disclose material facts, as set forth above, the market price of EA securities was

artificially inflated during theClass Period. In ignorance of the fact that marketprices of EA' publicly,.traded securities were artificially inflated, and relying directly or indirectly on the false and misleading statements made by defendants, or upon the' integrity of the , market in which the

securities trades, and/or on ' the absence of material adverse information that was known to or recklessly disregarded by defendants but not disclosed in public statements by defendants during

the Class Period, Plaintiff and the other members of the Class acquired EA securities during the Class Period at artificially high pdces and were damaged thereby.

44. At the time of said misrepresentations and ' omissions Plaintiff and other members of the Class were ignorant oftheir falsity, and believed them to be true. Had Plaintiff and the other members of the Class and the marketplace known the truth regarding the problems that EA was

experiencing, which were not disclosed by defendants, Plaintiff and other members of the Class

would not have purchased or otherwise acquired their EA securities, or, ifthey had acquired such

. securities during the Class Period, they would not have done so at the artifiCially inflatedprices which they paid.

45. By virtue of the foregoing, defendants have violated Section 1 O(b) of the Exchange

Act, and Rule lOb-5 promulgated thereunder.

46. As a direct and proximate result of defendants' wrongful conduct, Plaintiff and the other members of the Class suffered damages in connection with their respective purchases and sales of the Company s securities during the Class Period. SECOND CLAIM Violation Of Section 20(a) Of The Exchange Act Against the Individual Defendants

47. Plaintiff repeats and realleges each and every allegation contained above as if fully

set forth herein. complaint.wpd CLASS ACTION COMPLAINT 48. The Individual ~efendants acted as controlling persons of EA within the meaning

of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level positions, and

their ownership and contractual rights, participation in and/or awareness of the Company operations and/or intimate knowledge of the false financial statements filed by the Company with

the SEC and disseminated to the investing public, the Individual Defendants had the power to

influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which Plaintiff contend are false and misleading. The Individual Defendants were provided with or had unlimited

access to copies ofthe Company s reports, press releases, public filings and other statements alleged by Plaintiffto be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected.

49. In particular, each ofthese defendants had di~ect and supervisory involvement in the

day-to-day operations of the Company and, therefore, is presumed to have had the power to control

or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same.

50. As set forth above, EA and the Individual Defendants each violated Section 1 O(b) and

Rule 10b-5 by their acts and omissions as alleged in this Complaint. By virtue of their positions as

controlling persons, the Individual Defendants are liable pursuant to Section 20(a) ofthe Exchange

Act. As a direct and proximate result of defendants' wrongful conduct, Plaintiff and other members

of the Class suffered damages in connection with their purchases ofthe Company s securities during the Class Period. WHEREFORE Plaintiff prays for relief and judgment, as follows: (a) Deterniining that this action is a proper class action, designating Plaintiffas Lead

Plaintiff and certifying Plaintiff as a class representative underRule 23 of the Federal Rules of Civil Procedure and Plaintiff's counsel as Lead Counsel;

(b) A warding compensatory damages in favor of Plaintiff and the other Class members against all defendants, jointly and severally, for all damages sustained as a result of

defendants' wrongdoing, in an amount to be proven at trial, including interest thereon; complaint.wpd CLASS ACTION COMPLAINT (c) Awarding Plaintiff and the Class their reasonable 'costs and expenses incurred

in this action, including counsel fees and expert fees; and

(d) Such other and further relief as the Court may deem just and proper. JURY TRIAL DEMANDE Plaintiffhereby demands a trial by jury.

Dated: March 24, 2005 Respectfully submitted GREEN WELLING LLP

By: Robert~II~ S. Green 235 Pine Street, 15th Floor San Francisco, California 94104 Telephone: (415) 477-6700 Facsimile: (415) 477-6710 Marc A. Topai , I Richard A. Maniskas SCHIFFRIN & BARROWAY; LLP 280 King of Prussia Rd. Radnor, P A 19087 Telephone: (610) 667-7706 16 ' Facsimile: (610) 667-7056 Attorneys for Plaintiff

complaint.wpd CLASS ACTION COMPLAINT