In Re Omnivision Technologies, Inc. 04-CV-2297-Plaintiffs' Compendium

3:04-cv-02297-SC Document 228 Filed 08/03/2007 Page 1 of 3

1 MILBERG WEISS LLP JEFF S. WESTERMAN (94559) 2 ELIZABETH P. LIN (174663) CHERYL A. WILLIAMS (193532) 3 MICHIYO MICHELLE FURUKAWA (234121) One California Plaza 4 300 South Grand Avenue, Suite 3900 Los Angeles, CA 90071 5 Telephone : (213) 617-1200 Facsimile : (213) 617-1975 6 Lead Counsel for Plaintiffs 7 GIRARD GIBBS LLP 8 DANIEL C. GIRARD (SBN 114826) JONATHAN K. LEVINE (SBN 220289) 9 AARON M. SHEANIN (SBN 214472) 601 California Street, Suite 1400 10 San Francisco, CA 94108 Telephone : (415) 981-4800 11 Facsimile : (415) 981-4846

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT OF CALIFORNIA 15 SAN FRANCISCO DIVISION 16 In re OMNIVISION TECHNOLOGIES, INC., Master File No. C-04-2297 SC 17 CLASS ACTION 18 This Document Relates To: PLAINTIFFS' COMPENDIUM OF 19 DECLARATIONS IN SUPPORT OF CASE NOS. 04-2297-SC; 04-2298-SC; 04-2385- 20 SC; 04-2410-SC; 04-2419-SC; 04-2425-SC; 04- APPLICATION FOR ATTORNEYS' 2433-SC; 04-2474-SC; 04-2514-SC; 04-2525-SC; FEES AND REIMBURSEMENT OF 21 04-2570-SC; and 04-4350-SC EXPENSES

22 DATE: September 7, 2007 23 TIME: 10:00 a.m. CTRM: 1, 17th Floor 24 JUDGE: Hon. Samuel Conti

28 COMPENDIUM OF PLAINTIFFS' COUNSEL'S DECLARATIONS IN SUPPORT OF AN AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES. Master File No.: C-04-2297 SC DOCS\409597v1 3:04-cv-02297-SC Document 228 Filed 08/03/2007 Page 2 of 3

1 EXHIBITS

2 A. DECLARATION OF CHERYL A. WILLIAMS IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF MILBERG 3 WEISS LLP;

4 B. DECLARATION OF LEWIS KAHN IN SUPPORT OF JOINT PEITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF KAHN GAUTHIER 5 SWICK, LLC;

6 C. DECLARATION OF STEPHEN A. WEISS IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF SEEGER WEISS 7 LLP;

8 D. DECLARATION OF A.J. De BARTOLOMEO IN SUPPORT OF JOINT PEITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF GIRARD GIBBS 9 LLP;

10 E. DECLARATION OF CHARLES J. PIVEN IN SUPPORT OF JOITN PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF BROWER PIVEN, A 11 PROFESSIONAL CORPORATION;

12 F. DECLARATION OF THOMAS J. McKENNA IN SUPPORT OF JOITN PETITION FOR ATTORNEYS' FEE AND EXPENSES FILED ON BEHALF OF GAINEY & 13 McKENNA; and

14 G. DECLARATION OF FRANCIS M. GREGOREK IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF WORLF 15 HALDENSTEIN ADLER FREEMAN & HERZ LLP.

16 DATED: August 3, 2007 MILBERG WEISS LLP JEFF S. WESTERMAN 17 ELIZABETH P. LIN CHERYL A. WILLIAMS 18 MICHIYO MICHELLE FURUKAWA 19

21 Is/ Cheryl A. Williams CHERYL A. WILLIAMS 22 One California Plaza 23 300 S . Grand Avenue, Suite 3900 Los Angeles, CA 90071 24 Telephone : (213) 617-1200 25 Facsimile : (213) 617-1975

26 Lead Counsel for Plaintiffs

27 GIRARD GIBBS LLP

28 COMPENDIUM OF PLAINTIFFS' COUNSEL'S DECLARATIONS IN SUPPORT OF AN AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES. - 1 - Master File No.: C-04-2297 SC DOCS\409597v1 3:04-cv-02297-SC Document 228 Filed 08/03/2007 Page 3 of 3

1 DANIEL C. GIRARD JONATHAN K. LEVINE 2 AARON M. SHEANIN 601 California Street, Suite 1400 3 San Francisco, CA 94108 Telephone: (415) 981-4800 4 Facsimile: (415) 981-4846

5 Local Counsel for Plaintiffs

28 COMPENDIUM OF PLAINTIFFS' COUNSEL'S DECLARATIONS IN SUPPORT OF AN AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES. -2- Master File No.: C-04-2297 SC DOCS\409597v1 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 1 of 25

Exhibit A 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 2 of 25

MILBERG WEISS LLP JEFF S. WESTERMAN (94559) 2 ELIZABETH P. LIN (174663) CHERYL A. WILLIAMS (193532) 3 MICHIYO MICHELLE FURUKAWA (234121) One California Plaza 4 300 South Grand Avenue, Suite 3900 Los Angeles, CA 90071 5 Telephone : (213) 617-1200 Facsimile : (213) 617-1975 6 Lead Counsel for Plaintiffs 7 GIRARD GIBBS LLP 8 DANIEL C. GIRARD (SBN 114826) JONATHAN K. LEVINE (SBN 220289) 9 AARON M. SHEANIN (SBN 214472) 601 California Street, Suite 1400 10 San Francisco, CA 94108 Telephone: (415) 981-4800 11 Facsimile: (415) 981-4846

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT OF CALIFORNIA 15 SAN FRANCISCO DIVISION 16 In re OMNIVISION TECHNOLOGIES, INC., Master File No. C-04-2297 SC 17 CLASS ACTION 18 This Document Relates To: DECLARATION OF CHERYL A. 19 WILLIAMS IN SUPPORT OF JOINT CASE NOS. 04-2297-SC; 04-2298-SC; 04- PETITION FOR ATTORNEYS' FEES AND 20 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- ) EXPENSES FILED ON BEHALF OF SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; ) MILBERG WEISS LLP 21 04-2525-SC; 04-2570-SC; and 04-4350-SC ) DATE: September 7, 2007 22 TIME: 10:00 a.m. CTRM: 1, 17th Floor 23 JUDGE: Hon. Samuel Conti

ILBERG WEISS LLP DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES Master File No. C-04-2297 SC F DOGS\409561 v2 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 3 of 25

1 I, CHERYL A. WILLIAMS, being first duly sworn, deposes and says:

2 1. I am a member of the law firm of Milberg Weiss LLP, Lead Counsel for the

3 Class. I submit this declaration in support of my firm's application for an award of attorneys'

4 fees in connection with services rendered in this case, as well as the reimbursement of expenses

5 incurred by my firm in connection with this litigation.

6 2. My firm acted as Lead Counsel in this class action. The tasks undertaken by my

7 firm can be summarized in detail in the Declaration of Jeff S. Westerman in Support of Final

8 Approval of Settlement; Approval of Plan of Allocation; and Award of Attorneys' Fees and

9 Expenses.

10 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the

11 amount of time spent by the partners, attorneys and professional support staff of my firm who

12 were involved in this litigation, and the lodestar calculation based on my firm's current billing

13 rates. For personnel who are no longer employed by my firm, the lodestar calculation is based

14 upon the billing rates for such personnel in his or her final year of employment by my firm. The

15 schedule was prepared from contemporaneous, daily time records regularly prepared and

16 maintained by my firm, which are available at the request of the Court. Time expended in

17 preparing this application for fees and reimbursement of expenses has not been included in this

18 request.

19 4. I expect my firm to spend an additional 30-50 hours, which have not been

20 included in Exhibit 1, preparing for and attending the final approval hearing, addressing

21 shareholder opt-outs and objections, and consulting with the claims administrator to facilitate

22 settlement administration.

23 5. The hourly rates for the partners, attorneys and professional support staff in my

24 firm included in Exhibit 1 are the same as the regular current rates charged for their services in

25 non-contingent matters and/or which have been accepted and approved in other securities or

26 shareholder litigation.

28 ILBERG WEISS LLP DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES 1 Master File No. C-04-2297 SC DOCS\409561 v2 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 4 of 25

1 6. The total number of hours expended on this litigation by my firm is 6,523.70 2 hours. The total lodestar for my firm is $2,412,290.75, consisting of $1,700,600.00 for 3 attorneys' time and $711,690.75 for professional support staff time. 4 7. My firm's lodestar figures are based upon the firm's billing rates, which rates do 5 not include charges for expense items. Expense items are billed separately and such charges are 6 not duplicated in my firm's billing rates. 7 8. As detailed in Exhibit 2, my firm has incurred a total of $548,325.77 in un- 8 reimbursed expenses in connection with the prosecution of this litigation. 9 9. The expenses incurred in this action are reflected on the books and records of my 10 firm. These books and records are prepared from expense vouchers, check records and other 11 source materials and represent an accurate recordation of the expenses incurred. 12 10. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is 13 a brief biography of my firm and attorneys in my firm who were principally involved in this 14 litigation. 15 I declare under penalty of perjury that the foregoing is true and correct. Executed this 3rd 16 day of August, 2007, at Los Angeles, California. 17

18 CHERYL-A. WILLIAMS 19

28 ILBERG WEISS LLP DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES 2 IMaster File No. C-04-2297 SC DOCS\409561 v2 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 5 of 25

1 EXHIBIT 1 2 In re OMNIVISION TECHNOLOGIES, INC. Securities Litigation, 3 Master File No. C-04-2297 SC

4 MILBERG WEISS LLP

5 TIME REPORT - Inception through July 31, 2007

6 Name Total Hourly Total 7 T Hrs. Rate Lodestar PARTNERS: 8 George A. Bauer III 70.50 $635 $44,767.50 9 David J. Bershad 0.75 $795 $596.25 Christopher Polaszek 622.75 $440 $274,010.00 10 Steven G. Schulman 2.00 $725 $1,450.00 11 Peter Seidman 10.50 $450 $4,725.00 Melvyn I. Weiss 0.25 $925 $231.25 12 Jeff S. Westerman 318.25 $665 $211,636.25 13 ATTORNEYS: Paul J. Andrejkovics 73.75 $415 14 $30,606.25 Michelle Furukawa 577.00 $320 $184,640.00 15 Ramon Gonzalez 2.25 $390 $877.50 Sharon Lee 16 1.75 $375 $656.25 Elizabeth P. Lin 644.50 $450 $290,025.00 17 Kristen McCulloch 56.75 $390 $22,132.50 18 John J. Mills 0.50 $385 $192.50 M.J. Quinn 0.25 $285 $71.25 19 Andrei Rado 2.50 $370 $925.00 20 Melisa Twomey 211.25 $320 $67,600.00 Cheryl Williams 1,291.50 $395 $510,142.50 21 CONTRACT ATTORNEY: 22 Ian Chowdhury 87.25 $395 $34,463.75 Rajesh A. Madlekar 18.25 $365 $6,661.25 23 SUMMER ASSOCIATE: 24 William Meyers 66.00 $215 $14,190.00

28 ILBERG WEISS LLP DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES 3 aster File No. C-04-2297 SC DOCS\409561 v2 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 6 of 25

1 PROFESSIONAL SUPPORT STAFF: 2

3 Paralegals 1,316.50 $185-265 $321,665.00 Temp Paralegal 18.50 $205 $3,792.50 4 Summer Lawclerks 4.25 $175 $743.75 5 Forensic Accountants 77.00 $380-450 $29,365.00 Investigators 710.25 $360-440 $267,626.25 6 Shareholder Division 113.00 $230-260 $27,777.50 7 Library Staff 12.75 $145-220 $2,582.50 Document Clerks 12.75 $230-240 $3,045.00 8 Economic Analysts 91.75 $315 $28,901.25 9 Litigation Support 90.75 $225-240 $21,720.00 Analysts 12.50 $385-240 $4,160.00 10 Word Processing 5.20 $60 $312.00 11 TOTAL LODESTAR 6,523.70 $2,412,290.75

28 ILBERG WEISS LLP DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES 4 Master File No. C-04-2297 SC DOCS\409561 v2 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 7 of 25

1 EXHIBIT 2

2 In re OMNIVISION TECHNOLOGIES, INC. Securities Litigation, Master File No. C-04-2297 SC 3 MILBERG WEISS LLP 4 EXPENSE REPORT - Inception through July 31, 2007 5 Categories : Amount 6 Photocopies/Reproduction $93,880.90 Postage/Notice Costs $30,404.02 7 Telephone $504.32 8 Messengers/Express Services $3,957.92 9 Filing/Witness Fees $13,061.13 Court Reporters/Transcript/Video $16,311.30 10 Lexis/Westlaw/Legal Research $42,029.17 11 Experts/Consultants $280,495.19 12 Meals, Hotels, Transportation & Travel Expenses $62,426.26 Secretarial Overtime/Word Processing 13 $2,289.96 Operating Software $303.10 14 Facsimile Charges $810.00 15 Witness Representation $1,852.50

16 TOTAL EXPENSES: $548,325.77

28 ILBERG WEISS LLP DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES 5 Master File No. C-04-2297 SC DOCS\409561 v2 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 8 of 25

EXHIBIT 3 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 9 of 25 MILBERG WEISS LLP

THE FIRM'S PRACTICE AND ACHIEVEMENTS

Milberg Weiss was founded in 1965 and was one of the first law firms to prosecute class actions in federal courts on behalf of investors and consumers. The firm pioneered this type of litigation and is now widely recognized as the nation's leading defender of the rights of victims against corporate and other large-scale wrongdoing. The firm has principal offices in New York City and Los Angeles, California. The firm's practice focuses on the prosecution of class and complex actions in many fields of commercial litigation, emphasizing securities, corporate fiduciary, consumer, insurance, antitrust, mass tort, human rights, and related areas of litigation.

In the firm's early years, its founding partners, Lawrence Milberg and Melvyn I. Weiss, built a new area of legal practice in representing shareholders' interests under the then recently amended federal procedure Rule 23, which allowed securities fraud cases, among others, to proceed as class actions. In the following decades, the firm's lawyers obtained decisions that established important legal precedents in many of their areas of practice, and prosecuted cases that set benchmarks in terms of case theories, organization, discovery, trial results, methods of settlement, and amounts recovered and distributed to clients and class members.

Important milestones included the firm's involvement in the U.S. Financial litigation in the early 1970s, one of the earliest large class actions, which resulted in the recovery of over $50 million by purchasers of the securities of a failed real estate development company; the Ninth Circuit decision in Blackie v. Barrack in 1975, which established the fraud-on-the- market doctrine for securities fraud actions; co-lead counsel position in the In re Washington Public Power Supply System (WPPSS) Securities Litigation, a seminal securities fraud action in the 1980s in terms of complexity and amounts recovered; representation of the Federal Deposit Insurance Corp. in a year-long trial to recover banking losses from a major accounting firm, leading to a precedent-setting global settlement; attacking the Drexel-Milken "daisy chain''of illicit junk-bond financing arrangements with numerous cases that resulted in substantial recoveries for investors; representing life insurance policyholders defrauded by "vanishing premium" and other improper sales tactics and obtaining large recoveries from industry participants; and ground-breaking roles in the multi-front attack on deception and other improper activities in the tobacco industry.

Milberg Weiss remains at the forefront in its areas of practice. Recent litigation results include: In re Tyco International Ltd., Sec. Litig. (proposed settlement for cash of $2.975 billion); Nortel Networks (settlement for cash and stock valued at $1.142 billion); Lucent Technologies Securities Litigation ($600 million recovery); Raytheon Co. Securities Litigation ($460 million recovery); Managed Care Litigation (recoveries over $1 billion and major changes in HMO practices); and NASDAQ Market Makers Antitrust Litigation ($1 billion recoveries).

The firm is consistently active in pro bono litigation, highlighted by its leadership role in the Swiss Bank Litigation, which led to the recovery of $1.25 billion from Swiss banks to benefit victims of the Holocaust and its recent efforts representing claimants of the September 11 Victim Compensation Fund.

The firm's lawyers come from many different professional backgrounds. They include former federal or state prosecutors, private defense attorneys, and government lawyers. The firm's ability to pursue claims against defendants is augmented by its team of investigators, headed by a former agent for the Federal Bureau of Investigation, and its five full- time forensic accountants.

In 2003, the partners of Milberg Weiss Bershad Hynes & Lerach LLP decided to separate into two groups, with Milberg Weiss LLP serving as the continuing firm.

Milberg Weiss has been responsible for more than $45 billion in recoveries during the life of the firm. Examples of cases in which the firm has taken lead roles include the WPPSS litigation, which resulted in settlements totaling $775 million; the Lincoln Savings and Loan Litigation , with total recoveries of $240 million out of $288 million in estimated total losses; the NASDAQ Market-Makers Antitrust Litigation , which resulted in a $1.027 billion settlement; and actions against major life insurers, including Prudential and MetLife , where the firm has recovered billions of dollars on behalf of policyholders who were the victims of alleged churning and other improper practices . In addition, the firm currently plays a major role in the litigation arising from one of the largest scandals in the financial community -- the IPO Securities Litigation , in which the firm serves as Chair of Plaintiffs ' Executive Committee. For more information, please visit www.milbergweiss.com.

Milhere Weiss LLP Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 10 of 25 Judicial Commendations

In In re September 11 Victim Compensation Fund, Preliminary Hearing, Claim No. 212-003658 (Dec. 9 2003), Special Master Kenneth R. Feinberg stated the following regarding the firm's commitment to the public interest: Once again, as I have learned over the years here in New York, the Milberg Weiss firm steps up to the plate in the public interest time and time again. The social conscience of the Milberg Weiss firm, acting through its excellent associates and partners, help deal with crises that confront the American people and others, and I am personally in the debt of Milberg Weiss for the work that it is doing, even under the gun with the December 22 deadline looming. I am once again in Milberg Weiss' debt for their extraordinary willingness to help out in the public interest, and I hope you'll relay that message back to the firm... they are second among none in terms of the public interest, and I'm very, very grateful, not only to you guys for doing this, but... for the firm's willingness to help out. I wanted to let everybody know that. Mr. Feinberg echoed this sentiment in a subsequent hearing (September 11th Victim Compensation Fund Hearing before Special Master Kenneth R. Feinberg, May 11, 2004): I also note on the record that the pro bono service of the Milberg Weiss firm is well-known to lawyers and the public throughout the nation, and I'm grateful that this is one more example of how Milberg Weiss serves the nation. I want to note on the record the extraordinary professionalism and skill of counsel in the preparation of this claim. They have exhibited the finest character of the Bar, and I thank them for a job well done. Milberg Weiss has been commended by countless judges all over the country for the quality of its representation in class action lawsuits. In In re Rite Aid Corp. Securities Litigation, 269 F. Supp. 2d 603, 611 (E.D. Pa. 2003), Judge Dalzell commented on the skill and efficiency of Milberg Weiss attorneys in litigating the complex case: At the risk of belaboring the obvious, we pause to say a specific word about... the skill and efficiency of the attorneys involved... Milberg Weiss [was] extraordinarily deft and efficient in handling this most complex matter... they were at least eighteen months ahead of the United States Department of Justice in ferreting out the conduct that ultimately resulted in the write-down of over $1.6 billion in previously reported Rite Aid earnings... In short, it would be hard to equal the skill class counsel demonstrated here. In In re Lucent Technologies, Inc. Securities Litigation , No. 00 CV-621, slip op. at 14-15, 26 (D.N.J. Feb. 24, 2004), Judge Joel A. Pisano of the United States District Court for the District of New Jersey recently issued an Opinion approving the Settlement of the Lucent Technologies Securities Litigation, in which he complimented Milberg Weiss (Co-Lead Counsel for the Plaintiff Class) saying: [T]he attorneys representing the Plaintiffs are highly experienced in securities class action litigation and have successfully prosecuted numerous class actions throughout the United States. They are more than competent to conduct this action. Co-Lead Counsel diligently and aggressively represented Plaintiffs before this Court and in the negotiations that resulted in the Settlement ... the efforts and ingenuity of Lead Plaintiffs and Lead Counsel resulted in an extremely valuable Settlement for the Benefit of the Class. In In re IKON Office Solutions, Inc. Securities Litigation , 194 F.R.D. 166, 195 (E.D. Pa. 2000), where Milberg Weiss served as co-lead counsel, Judge Marvin Katz of the United States District Court for the Eastern District of Pennsylvania commented on the skill and professionalism of plaintiffs' co-lead counsel: First, class counsel is of high caliber and has extensive experience in similar class action litigation ... Each of the co-lead counsel firms has a national reputation for advocacy in securities class actions, and there is no doubt that this standing enhanced their ability both to prosecute the case effectively and to negotiate credibly. Similarly, defense counsel has a fine reputation and has displayed great skill in defending this complex class action. Their opposition to plaintiffs has been anything but token, and many of the battles on crucial issues were hard fought. Of particular note in assessing the quality of representation is the professionalism with which all parties comported themselves . The submissions were of consistently high quality, and class counsel has been notably diligent in preparing filings in a timely manner even when under tight deadlines . This professionalism was also displayed in class counsel ' s willingness to cooperate with other counsel when appropriate... This cooperation enabled the parties to focus their disputes on the issues that mattered most and to avoid pointless bickering over more minor matters.

Milberg Weiss LLP 2 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 11 of 25 In In re NASDAQ Market-Makers Antitrust Litigation, 187 F.R.D. 465, 474 (S.D.N.Y. 1998), in an opinion dated November 9, 1998, approving settlements totaling over $1.027 billion, Judge Sweet commented: Counsel for the Plaintiffs [Milberg Weiss] are preeminent in the field of class action litigation, and the roster of counsel for Defendants includes some of the largest, most successful and well regarded law firms in the country. It is difficult to conceive of better representation than the parties in this action achieved. In In re Prudential Insurance Co. ofAmerica Sales Practices Litigation, 962 F. Supp. 572, 585-86 (D.N.J. 1997), vacated on other grounds, in approving the settlement of a nationwide class action against a life insurer for deceptive sales practices, where Milberg Weiss was co-lead counsel, Judge Wolin observed: [T]he results achieved by plaintiffs' counsel in this case in the face of significant legal, factual and logistical obstacles and formidable opposing counsel, are nothing short of remarkable.

Finally, the standing and professional skill of plaintiffs' counsel, in particular Co-Lead Counsel, is high and undoubtedly furthered their ability to negotiate a valuable settlement and argue its merits before this Court. Several members of plaintiffs' counsel are leading attorneys in the area of class action litigation. At the Fairness Hearing, Judge Wolin stated that "there is no doubt that Class Counsel have prosecuted the interests of the class members with the utmost vigor and expertise." In re Prudential Ins. Co. ofAm. Sales Practices Litigation, 962 F. Supp. 450, 519 (D.N.J. 1997) (emphasis added).

In approving a $100 million settlement in In re Prudential Securities Inc. Partnership Litigation, 912 F. Supp. 97, 101 (S.D.N.Y. 1996), in which Milberg Weiss was one of the lead counsel, Judge Pollack noted that he had "had the opportunity at first hand to observe the quality of plaintiffs' class counsel's representation, both here and in prior complex litigation, and is impressed with the quality of Plaintiffs' Class Counsel." In Roy v. The Independent Order ofForesters, Civ. No. 97-6225 (SKC) at 32 (D.N.J. Aug. 3, 1999), in his opinion on class certification, Judge Chesler noted: The firm of Milberg Weiss, which is co-lead counsel for the plaintiff, was also counsel for the plaintiff class in the Prudential case. Thus, the adequacy of the plaintiffs representation is beyond reproach. Furthermore, the tremendous and unprecedented settlements which the Milberg firm has helped to secure for the plaintiff classes in both this case and the Prudential case are a testament to counsel's vigorous pursuit of the class interests. In In re Buspirone Patent Litigation, MDL Docket No. 1413 at 34:2-3 (S.D.N.Y. Nov. 6, 2003) (Final Approval Hearing Transcript), Judge Koeltl commented on plaintiffs' counsel: Let me say that the lawyers in this case have done a stupendous job. In Kruman v. Christie's International, PLC, 00 Civ. 6322 (LAK) at 36:13-16 (S.D.N.Y. June 2, 2003) (Final Approval Hearing Transcript), Judge Kaplan commented on class counsel ' s representation: I have satisfied myself in examining these papers that counsel involved in this case pursued this very difficult matter tenaciously, with skill, and got what I view to be an excellent result.

PROMINENT CASES

• In re Sears, Roebuck and Co. Securities Litigation, • In re Lucent Technologies, Inc. Securities No. 02 C 7527 (N.D. Ill.). This case involved allegations Litigation , No. 00 CV 621 (AJL) (D.N.J.). This that Sears concealed material adverse information settlement provides compensation of $600 million to concerning the financial condition, performance and aggrieved shareholders who purchased Lucent stock prospects of Sears' credit card operations. The approved between October 1999 and December 2000. settlement provides $215 million to compensate • In re Raytheon Securities Litigation , 99 CV 12142 investors who purchased Sears securities between (E.D. Mass.). This case concerned claims that a major October 24, 2001 and October 17, 2002 and suffered a defense contractor failed to write down assets loss thereon. As an additional benefit to the Class, Sears adequately on long term construction contracts. In May is separately also paying for the costs of class notice and 2004, Raytheon and its auditor PricewaterhouseCoopers settlement administration. LLP settled for a total of $460 million.

Milberg Weiss LLP 3 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 12 of 25

• Milberg Weiss served as co-lead counsel in In re was approved by the Court on July of 2005. Plaintiffs Oxford Health Plans, Inc. Securities Litigation, MDL alleged that ImClone issued a number of Dkt. No. 1222 (CLB) (S.D.N.Y.), in which settlements misrepresentations and fraudulent statements to the totaling $300 million in cash were approved by the market regarding the likelihood of approval of the drug Court in June 2003. Plaintiffs alleged that Oxford Erbitux, thereby artificially inflating the price of Health Plans, Inc. issued fraudulent financial statements ImClone stock. that misstated its premium revenues and medical claims • The firm was lead counsel in In re Prudential expense. KPMG LLP, Oxford's outside auditor, was Insurance Co. Sales Practice Litigation , Civ. No. 95- also named as a defendant and was alleged to have 4707 (AMW) (D.N.J.), a landmark case which issued a materially false and misleading audit opinion on concerned securities claims as well as common law Oxford's financial statements for the year ended claims and which resulted in a recovery exceeding $4 December 31, 1996. billion for Prudential policyholders. The settlement was • In In re Rite Aid Securities Litigation, Master File approved in a comprehensive decision handed down by No. 99-1349 (E.D. Pa.), Judge Stewart Dalzell approved the Third Circuit. Milberg Weiss has led the litigation class action settlements totaling $334 million against of numerous other class actions involving alleged Rite Aid ($207 million), KPMG ($125 million -- the churning practices by other insurance companies and second largest amount ever recovered from an their agents, recovering billions of dollars in actions accounting firm in a federal securities class action, and against major insurers, including MetLife, American the largest ever against an auditor in a case where the Express/IDS, New York Life, ManuLife and John securities claims were limited to claims under section Hancock. 10(b), which requires proof of knowing or reckless • In In re NASDAQ Market-Makers Antitrust misconduct), and certain former executives of Rite Aid Litigation , MDL 1023 (S.D.N.Y.), Milberg Weiss ($1.6 million). served as court-appointed co-lead counsel for a class of • In re Deutsche Telekom AG Securities Litigation, investors . The class alleged that the NASDAQ market- Civil Action No. 00-CV-9475 (NRB) (S.D.N.Y.). makers set and maintained wide spreads pursuant to an Milberg Weiss served as co-lead counsel in this industry-wide conspiracy in one of the largest and most securities class action, alleging that Deutsche Telekom important antitrust cases in recent history. After three issued a false and misleading registration statement and one half years of intense litigation, the case was which improperly failed to disclose its plans to acquire settled for a total of $1 .027 billion, the largest antitrust VoiceStream Wireless Corporation and materially settlement ever. overstated the value of the Company's real estate assets. • In re Washington Public Power Supply System On July 29, 2005, Judge Naomi Reice Buchwald Securities Litigation , MDL 551 (D. Ariz.). A massive approved a settlement of $120 million in cash. litigation in which Milberg Weiss served as co-lead • In re CVS Corp. Securities Litigation , C.A. No. 01- counsel for a class that obtained settlements totaling 11464 (JLT) (D. Mass). Milberg Weiss served as co- $775 million after several months of trial. lead counsel in this class action alleging that defendants • In In re American Continental Corp./Lincoln engaged in a series of accounting improprieties and Savings & Loan Securities Litigation , MDL 834 (D. issued false and misleading statements which artificially Ariz.), Milberg Weiss served as the court-appointed co- inflated the price of CVS stock. On September 7, 2005, lead counsel for a class of persons who purchased Judge Joseph Tauro approved a settlement of $110 debentures and/or stock in American Continental Corp., million dollars in cash for shareholders who acquired the parent company of the now-infamous Lincoln CVS stock between February 6, 2001 and October 30, Savings & Loan. The suit charged Charles Keating, 2001. other insiders, three major accounting firms, three major • In re Scheiner v. i2 Technologies, Inc., Civ. No. law firms, Drexel Burnham, Michael Milken and others 3:01-CV-418-H (N.D. Tex.). May 2004 settlement of with racketeering and violations of securities laws. $84.85 million with i2 Technologies and certain Recoveries totaled $240 million on $288 million in individual defendants . Case alleged securities fraud losses. A jury also rendered verdicts of more than $1 against defendants relating to company's software billion against Keating and others. product descriptions and alleged violations of Generally • In re Exxon Valdez, No. A89-095 Civ. (D. Alaska) Accepted Accounting Principles. and In re Exxon Valdez Oil Spill Litigation , 3 AN-89- • Milberg Weiss served as co-lead counsel in Irvine v. 2533 (Alaska Super. Ct. 3d Jud. Dist.). Milberg Weiss ImClone Systems, Inc., No. 02 Civ. 0109 (RO) is a member of the Plaintiffs' Coordinating Committee (S.D.N.Y.), in which a settlement of $75 million in cash and co-chair of Plaintiffs' Law Committee in the

Milberg Weiss LLP 4 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 13 of 25 massive litigation resulting from the Exxon Valdez oil • In In re IKON Office Solutions, Inc. Securities spill in Alaska in March 1989. A jury verdict of $5 Litigation , MDL 1318, Docket No. 98-4286 (E.D. Pa.), billion was obtained and is currently on appeal. Milberg Weiss served as co-lead counsel and obtained a pretrial settlement of $111 million in this securities • In In re Managed Care Litigation, MDL 1334 (S.D. fraud class action. Fla.). Final approval of a settlement between a nationwide class of physicians and defendant CIGNA • In In re W.R. Grace & Co. (Official Committee of Healthcare valued in excess of $500 million dollars was Asbestos Personal Injury Claimants v. Sealed Air. granted on April 22, 2004. A similar settlement valued Corp. and Official Committee of Asbestos Personal in excess of $400 million involving a nationwide class Injury Claimants v. Fresenius Medical Care Holdings, of physicians and Aetna was approved by the Court on Inc.), Nos. 02-2210 and 02-2211 (D. Del.), Milberg November 6, 2003. The settlements stem from a series Weiss acted as lead counsel for the asbestos personal of lawsuits filed in both state and federal court by injury and property damage committees in two separate physicians and medical associations currently pending fraudulent conveyance actions within the W.R. Grace against many of the nation's largest for-profit health bankruptcy. The actions sought to return the assets of insurers arising from conduct involving issues dating Sealed Air Corporation and Fresenius Medical Care back to 1990. These settlements bring sweeping Holdings (each of which had been Grace subsidiaries changes to the health care industry and involve pre-bankruptcy) to the W.R. Grace bankruptcy estate. improvements to physician-related business practices Complaints in both cases were filed in mid-March 2002, and provide for the establishment of an independent and agreements in principle in both cases were reached foundation dedicated to improving the quality of health on November 27, 2002, the last business day before trial care in America. was set to begin in the Sealed Air matter. The total of • In re Baldwin United Annuity Litigation, No. M-21- the two settlements, which consisted of both cash and 35 (S.D.N.Y.). Milberg Weiss served as co-lead counsel stock, was approximately $1 billion. in this consolidated proceeding on behalf of purchasers • In re Kruman v. Christie 's International, PLC, 284 of annuities that was settled for over $160 million. No. 01-7309 (S.D.N.Y.), resulted in the first U.S. Court of Appeals holding that antitrust class actions on behalf • In re MicroStrategy, Inc. Securities Litigation, No. of all purchasers injured worldwide can be brought in 00-473-A (E.D. Va.). Milberg Weiss served as co-lead U.S. courts under U.S. law when an antitrust conspiracy counsel in this action, which alleged securities fraud has sufficient effects in the U.S. Decided in March 2002; based on a massive restatement. Settlements with the led to successful settlement in 2003 of claims against defendants totaled in excess of $150 million. Christie's and Sotheby's on behalf of purchasers and • In re Sunbeam Securities Litigation (No. 98-8258) sellers at auctions outside the U.S. (S.D. Fla) Milberg Weiss acted as co-lead counsel for • In re Tyco International Ltd., Securities Litigation, the class. Plaintiffs alleged that Sunbeam, its auditor, MDL Docket No. 02-1335-B (D.N.H.). Milberg Weiss and its management engaged in a massive accounting is co-lead counsel in this litigation, which involves fraud which led to a restatement of over three years of claims under the Securities Act of 1933 and the previously reported financial results. The Court Securities Exchange Act of 1934 against Tyco and its approved a combined settlement of over $140 million. former CEO, CFO, general counsel and certain former The settlement amount included a $110 million directors that arise out of Tyco's $5.8 billion settlement with Arthur Andersen, LLP, Sunbeam's overstatement of income and $900 million in insider auditor. The Andersen settlement is one of the largest trading, plus hundreds of millions of dollars looted by amounts ever paid by a public accounting firm to settle insiders motivated to commit the fraud. Claims are also claims brought under the federal securities laws. The made under the 1933 and 1934 Acts against settlement with the individuals was achieved on the eve PricewaterhouseCoopers, LLP, which is alleged to have of trial, and ended almost four years of litigation against published false audit opinions on Tyco's financial Andersen and Sunbeam's insiders, including Albert statements during the Class Period and to have failed to Dunlap, Sunbeam's former Chairman and CEO. The audit Tyco properly, despite knowledge of the fraud. In settlement included a personal contribution from Dunlap October 2004, the of $15 million. Court sustained the vast majority of plaintiffs' claims against Tyco and its former senior • In In re Computer Associates Securities Litigation, officers (Dennis Kozlowski, Mark Swartz, Mark Belnick Nos. 98-CV-4839, 02-CV-1226 (TCP) (E.D.N.Y.), and Frank Walsh), with the exception of one director, as Milberg Weiss served as co-lead counsel and obtained a well as Tyco's auditor, PwC. Most recently, on May 15, pretrial settlement valued at over $134 million in these 2007, Tyco announced its agreement to settle the securities fraud class actions. pending litigation for $2.975 billion in cash.

Milberg Weiss LLP 5 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 14 of 25

• In re Nortel Networks Corp. Securities Litigation, shares or American Depository Shares. Plaintiffs allege Civ. No. 01-CV-1855-RMB (S.D.N.Y.). This federal that Vivendi embarked on a $77 billion acquisition spree securities fraud class action was commenced in February in order to transform itself into a huge international 2001 against Nortel Networks Corp. and certain of its conglomerate. Throughout the Class Period (October officers and directors. In February 2002, Milberg Weiss 30, 2000 through August 14, 2002), defendants (and in was appointed to serve as sole Lead Counsel for the particular, Vivendi's former CEO and Chairman, Jean- Class and for the Court-appointed Lead Plaintiff, the Marie Messier, and Vivendi's former CFO, Guillaume Trustees of the Ontario Public Service Employees' Hannezo) reported strong revenue and earnings, and Union Pension Plan Trust Fund. In January 2003, the portrayed Vivendi as a company that was generating Court sustained the Complaint in its entirety, denying sufficient cash flow to satisfy its debt obligations on defendants' motion to dismiss and, in September 2003, approximately $21 billion in debt that it had amassed in certified a Class. In certifying the Class, the Court connection with financing its acquisition binge. specifically rejected defendants' argument that those However, plaintiffs allege that Vivendi's operations and who traded in Nortel securities on the Toronto Stock financial condition were much weaker than what their Exchange (and not the New York Stock Exchange) public statements portrayed. Plaintiffs have already should be excluded from the Class. The Second Circuit defeated defendants' motions to dismiss the complaint, denied defendants' attempted appeal. and are in the midst of discovery that will take place in the U.S. and France (where French regulators are • In re Xerox Securities Litigation, No. 3:99-CV-2374 conducting their own formal investigations). (AWT) (D. Conn.) and Carlson v. Xerox Corp., No. 3:00-CV-1621 (AWT) (D. Conn.). Milberg Weiss was • Rabi Abdullahi v. Pfizer, Inc., 01 Civ. 8118 (WHP), appointed co-lead counsel in both of these cases. The (S.D.N.Y.). This is a case in which the firm has brought first case was brought on behalf of a class of purchasers claims under the Alien Tort Claims act on behalf of of Xerox common stock from October 22, 1998 (when Nigerian children and their families who were enrolled Xerox first claimed that it was benefiting from a in a clinical trial of a drug by Pfizer without their restructuring) through October 7, 1999 (when Xerox knowledge. Plaintiff alleges that Pfizer's conduct finally disclosed the massive problems with the violated the international prohibition on medical restructuring that affected its operations and the impact experimentation without informed consent when of these problems on its revenues) and alleged children suffering from meningitis, whose families had misrepresentations regarding Xerox's restructuring. The brought them to a local hospital for treatment, were second case was brought on behalf of a class of secretly enrolled in a clinical trial of the Pfizer drug, purchasers of Xerox common stock from February 17, Trovan. Plaintiff survived a motion to dismiss for 1998 through June 28, 2002 and alleged failure to state a claim. The case was dismissed by trial misrepresentations and failure to disclose massive court on jurisdictional grounds and is now back before accounting improprieties. As a result of these alleged Second Circuit. accounting improprieties, on June 28, 2002 (the last day • In In re General Instrument Corp. Securities of the Class Period), Xerox issued a $6.4 billion Litigation , No. 01-3051 (LR) (E.D. Pa.), Milberg Weiss restatement of equipment sales revenues booked over a served as co-lead counsel and obtained a pretrial five year period. settlement of $48 million in this securities fraud class • Milberg Weiss is prosecuting numerous class actions action. involving a major area of investment abuse: deceptive • In re Royal Dutch/Shell Transport ERISA Litig., sales of deferred annuity tax shelters to investors for No. 04-1398 (JWB) (D.N.J.). This was an ERISA placement in retirement plans that are already tax- breach of fiduciary duty class action against the Royal qualified. In Nelson v. Pacific Life Ins. Co., No. Dutch/Shell Oil Group of Companies on behalf of CV203-131 (S.D. Ga.) the district court denied certain of the company's U.S. employees invested in the defendants' motion to dismiss and has certified a class. company's stock fund. The $90 million settlement is In American United Life Insurance Co. v. Douglas, one of the largest recoverable amounts obtained in an No. 29A02-0304-CV-350 (Ind. Ct. App.), denial of ERISA breach of fiduciary duty case. Notably, the defendant's summary judgment motion was sustained on settlement included important provisions regarding the interlocutory appeal. The SEC and NASD have begun monitoring and training of individuals appointed to be regulatory programs to address these problems. ERISA fiduciaries. • Milberg Weiss is co-lead counsel in In re Vivendi • In re Triton Energy Limited Securities Litigation, Universal, S.A. Securities Litigation , 02 Civ. 5571 Civil Action No. 5-98-CV-256 (E.D. Tex. Texarkana (RJH), a securities fraud class action on behalf of U.S. Division), settled for $42 million. Plaintiffs alleged that and foreign investors who purchased Vivendi ordinary defendants misrepresented, among other things, the

Milberg Weiss LLP 6 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 15 of 25 nature, quality, classification and quantity of Triton's • In In re Ames Department Stores, Inc., MDL Dkt. Southeast Asia oil and gas reserves during the period No. 924 (MP) (S.D.N.Y.), Milberg Weiss represented March 30, 1998 through July 17, 1998. purchasers of Ames securities alleging that defendants issued false and misleading statements regarding the • Milberg Weiss served as co-lead counsel in In re success of Ames' integration of a major acquisition and Thomas & Betts Securities Litigation, Civil Action No. the Company's future financial prospects. The Court 00-CV-2127 (W.D. Tenn), in which plaintiffs recovered approved a settlement of $41 million in cash. $46.5 million dollars in cash from the Company and $4.65 in cash from its outside auditor, KPMG. Plaintiffs • In In re VMS Securities Litigation, No. 89 C 9448 alleged that Thomas & Betts engaged in a series of (N.D. Ill.), Milberg Weiss secured a settlement of $59 accounting improprieties while publicly representing million on behalf of a class of investors alleging that that its financial statements were in compliance with defendants committed securities fraud by engaging in GAAP, and failed to disclose known trends and misrepresentations concerning a group of real estate uncertainties regarding its internal control system and investment trusts. Plaintiffs alleged that defendants had computer and information systems. misrepresented the funds' business practices, loan portfolios and financial well-being and concealed • In re MTC Electronic Technologies Shareholder liquidity problems and the financial status of many of Litigation, Master File No. CV-93-0876 (JG) the funds' borrowers. (E.D.N.Y.). Plaintiffs alleged that defendants issued false and misleading statements concerning, among • In Andrews v. AT&T, No. CV 191-175 (S. D. Ga.). other things, purported joint venture agreements to The firm represented a class of persons who paid for establish telecommunications systems and manufacture premium-billed "900-number" calls that involved telecommunications equipment in China. The Court allegedly deceptive games of chance , starting in 1993. approved a settlement of $70 million, including $65 Defendants included major long-distance companies, million in cash and $5 million worth of MTC Class A which approved the call programs and billed for the shares with "put" rights. calls. Defendant MCI settled for $60 million in benefits; the class against AT&T was decertified on appeal and • In In re Painewebber Limited Partnerships the firm prosecuted the individual plaintiffs ' claims, Litigation , Master File 94 Civ. 8547 (SHS) (S.D.N.Y.), obtaining a jury verdict in 2003 for compensatory and Milberg Weiss represented investors alleging that punitive damages. PaineWebber developed, marketed and operated numerous investment partnerships as part of an ongoing conspiracy to defraud investors and enrich itself through excessive fees and commissions over a twelve-year period. On March 20, 1997, Judge Sidney Stein approved a settlement of $200 million, which consisted of $125 million in cash and $75 million worth of guarantees and fee waivers. PRECEDENT-SETTING DECISIONS

Milberg Weiss has consistently been a leader in statements reflected in the stock's price. The court stated developing the law for investors and consumers under that class actions are necessary to protect the rights of the federal securities, antitrust and consumer protection defrauded purchasers of securities. laws. The firm has represented individual and • Novak v. Kasaks, 216 F.3d 300 (2d Cir. 2000). The institutional plaintiffs in hundreds of class action firm was lead counsel in this seminal securities fraud litigations in federal and state courts throughout the case in which the Second Circuit undertook an extensive country. In most of those cases, Milberg Weiss has analysis of the statutory text and the legislative history served as lead or co-lead counsel for the class. The firm of the PSLRA and pre-existing Second Circuit case law. has also been responsible for establishing many Among other things, the Second Circuit held that the important precedents, including: PSLRA's pleading standard for scienter was largely • Blackie v. Barrack, 524 F.2d 891 (9th Cir. 1975), equivalent to the pre-existing Second Circuit standard cert. denied, 429 U.S. 816 (1976). This is the seminal and vacated the district court's dismissal which sought appellate decision on the use of the "fraud-on-the- to impose a higher standard for pleading scienter under market" theory, allowing investors who purchase stock the PSLRA. The Second Circuit also rejected any at artificially inflated prices to recover even if they were general requirement that plaintiffs' confidential sources personally unaware of the false and misleading

Milberg Weiss LLP 7 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 16 of 25 must be disclosed to satisfy the PSLRA's newly-enacted the defendant knew as well as other issues of fact. Thus, particularity requirements. this issue is not appropriately resolved on a motion to dismiss. • In re Cabletron Systems, Inc., 311 F.3d 11 (1st Cir. 2002). The First Circuit joined the Second Circuit in • In In re Vivendi Universal, S.A. Securities allowing a complaint to be based on confidential Litigation , 2003 U.S. Dist. LEXIS 19431 (S.D.N.Y. sources. The Court also accepted the argument made by Nov. 3, 2003), Judge Harold Baer upheld plaintiffs' Milberg Weiss that courts should consider the amount of claims under Section 10(b) of the Securities Exchange discovery that has taken place in deciding a motion to Act of 1934, which alleged that Vivendi and two of its dismiss and that the lack of discovery will result in a former executives (CEO Jean-Marie Messier and CFO less stringent standard for pleading securities fraud Guillaume Hannezo) did not disclose to investors that: claims with particularity. (1) Vivendi's corporate acquisition programs had brought Vivendi to the brink • Gebhardt v. ConAgra Foods, Inc., 335 F.3d 824 (8th of a potentially catastrophic liquidity crisis; (2) although Cir. 2003). This important decision strongly reaffirmed it consolidated the financial results of several majority owned the principle that whether an undisclosed fact would subsidiaries, Vivendi did not have access to the cash have been material to investors cannot ordinarily be flows of these entities; (3) Vivendi failed to write down decided on a motion to dismiss. The Eighth Circuit, billions of dollars of impaired goodwill from prior stressing that "[t]he question of materiality hinges on the acquisitions; and (4) one of Vivendi's particular circumstances of the company in question," U.S. subsidiaries improperly recognized revenue "up front" on observed that even relatively small errors in financial the full value of long term contracts. The case is particularly statements might be material if they concern areas of notable because the court held that particular importance to investors and raise questions because of defendants' activities in New about management integrity. York promoting Vivendi stock, defendants' conduct was more than "merely • In re Advanta Corp. Securities Litigation , 180 F.3d prepatory" to the alleged fraudulent scheme, and thus 525 (3d Cir. 1999). Here, the firm successfully argued the court had jurisdiction not only over purchasers of that, under the PSLRA, the requisite scienter is pled by Vivendi ADRs on the NYSE, but also over the claims of making an adequate showing that the defendants acted foreign purchasers who purchased Vivendi ordinary knowingly or with reckless disregard for the shares on foreign exchanges. consequences of their actions. As urged by this firm, the • In Hunt v. Alliance North American Third Circuit specifically adopted the Second Circuit's Government Income Trust, Inc., 159 F.3d scienter pleading standard for pleading fraud under the 723 (2d Cir. 1998), the PSLRA. Second Circuit reversed the district court's ruling, which denied plaintiffs a cause of action against defendants for • In re NASDAQ Market-Makers Antitrust Litigation, failing to disclose that the Trust was unable to utilize 169 F.R.D. 493 (S.D.N.Y. 1996). The court certified a proper "hedging" techniques to insure against risk of class of millions of investors, who were harmed by an loss. In the Court's view, taken together and in context, industry-wide conspiracy where NASDAQ market- the Trust's representations would have misled a makers set and maintained wide spreads, over reasonable investor. defendants' strenuous objections. • In Shaw v. Digital Equip. Corp., 82 F.3d 1194 (1st • In re Initial Public Offering Securities Litigation, Cir. 1996), the First Circuit remanded plaintiffs' action 241 F. Supp. 2d 281 (S.D.N.Y. 2003). The Court after affirming, in part, Milberg Weiss' position that in sustained, in large part, the plaintiffs' complaints against association with the filing of a prospectus related to the more than 50 underwriters of high-tech stocks in one of issuance of securities, a corporate-issuer must disclose the most comprehensive decisions issued under the infra-quarter, materially adverse changes in its business, securities laws. Milberg Weiss serves as the Chair of if such adverse changes constitute "material changes" Plaintiffs' Executive Committee in this landmark the disclosure of which is required pursuant to the litigation. Securities Act of 1933. • Asher v. Baxter International, Inc., 377 F.3d 727 (7th • In re Salomon, Inc. Shareholders Derivative Cir. 2004). In reversing and remanding the dismissal by Litigation , 68 F.3d 554 (2d Cir. 1995). The Second the District Court, the Seventh Circuit resolved an Circuit affirmed the district court's holding that important issue involving the PSLRA "safe harbor" for derivative federal securities claims against defendants forward-looking statements in plaintiffs' favor. The would not be referred to arbitration pursuant to the Court held that whether a cautionary statement is arbitration provisions of the Rules of the New York meaningful is an issue of fact, because whether a Stock Exchange, but would be tried in district court. statement is meaningful or not depends in part on what Shortly thereafter, the case settled for $40 million,

Milberg Weiss LLP Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 17 of 25 which is among the largest cash recoveries ever option. The decision has been cited frequently in recorded in a derivative action. discussions as to the scope and purpose of § 16(b). • Kamen v. Kemper Financial Services, 500 U.S. 90 • Heit v. Weitzen, 402 F.2d 909 (2d Cir. 1968), rev'g, (1991). The Supreme Court upheld the right of a 260 F. Supp. 598 (S.D.N.Y. 1966). The court held that stockholder of a mutual fund to bring a derivative suit liability under § 10(b) of the Securities Exchange Act without first making a pre-suit demand. extends to defendants who were not in privity with the • Goldman v. Belden, 754 F.2d 1059 (2d Cir. 1985). named plaintiffs or the class represented by the named The Second Circuit reversed the district court's plaintiffs. dismissal of a securities fraud complaint, in an important • In re Cox v. Microsoft, No. 03 -2922 (App. Div. 1st opinion clarifying the "fraud" pleading requirements of Dep't, June 2004). First appellate ruling in New York Federal Rules of Civil Procedure, Rule 9(b). state courts that class actions maybe pursued in the New York state courts for some antitrust violations on behalf • Mosesian v. Peat, Marwick, Mitchell & Co., 727 of indirect purchasers under New York deceptive F.2d 873 (9th Cir.), cert. denied, 469 U.S. 932 (1984). practices laws as well as common law claims for unjust The Ninth Circuit upheld an investor's right to pursue a enrichment. May open the door to class action recovery class action against an accounting firm, adopting statute of damages on behalf of New York purchasers of of limitation rules for §10(b) suits that are favorable to investors. Microsoft software comparable to settlements reached in various other states such as California, where Microsoft • Hasan v. CleveTrust Realty Investors, 729 F.2d 372 settled for approximately $ 1 billion. (6th Cir. 1984). The Sixth Circuit very strictly • In re JLM Industries, Inc. v. Stolt-Nielsen SA, No. construed, and thus narrowed, the ability of a "special 3:03CV348 (D. Conn. June 24, 2003). Milberg Weiss litigation committee" of the board of a public company succeeded in establishing that arbitration of horizontal to terminate a derivative action brought by a shareholder. conspiracy claims, arising under Section 1 of the Sherman Act, cannot be compelled on grounds that such • Cowin v. Bresler, 741 F.2d 410 (D.C. Cir. 1984). The claims do not "arise from" the injured person's purchase Court of Appeals reversed the lower court's dismissal of contract. (Currently on appeal and awaiting decision the complaint. The firm had sought the extraordinary from the Second Circuit.) remedy of the appointment of a receiver over the affairs of a public company due to the highly specific • In Puckett v. Sony Music Entertainment, No. allegations of fraud, dishonesty and gross 108802/98 (New York Co. 2002), Milberg Weiss mismanagement by the corporation's controlling achieved a precedent-setting decision in which a class shareholders. action was certified against Sony Music Entertainment on behalf of a class of recording artists who were parties • Fox v. Reich & Tang, Inc., 692 F.2d 250 (2d Cir. to standard Sony recording or production agreements 1982), affd sub nom, Daily Income Fund, Inc. v. Fox, entered into at any time during the period of January 1, 464 U.S. 523 (1984). The court held that a derivative 1965 to the date of the filing of the complaint in 1998. action to recover excessive advisory fees may be The complaint alleged that Sony had a policy of treating brought on behalf of an investment company without the value added tax on foreign sales of recordings any prior demand on the board. improperly thereby impermissibly reducing the royalties • Rifkin v. Crow, 574 F.2d 256 (5th Cir. 1978). The paid or credited to the class members. Justice DeGrasse Fifth Circuit reversed an order granting summary of the New York State Supreme Court determined that judgment for defendants in a § 10(b) case, paving the class certification was appropriate and that Gary Puckett way for future acceptance of the "fraud-on-the-market" (of Gary Puckett & the Union Gap) and jazz musician rationale in the Fifth Circuit. and composer Robert Watson were appropriate class representatives to represent the class of artists and • Bershad v. McDonough, 300 F. Supp. 1051 (N.D. Ill. producers to whom Sony accounts for foreign record 1969), aff°d, 428 F.2d 693 (7th Cir. 1970). The plaintiff royalties. obtained summary judgment for a violation of § 16(b) of the Securities Exchange Act in which the transaction was structured by the defendants to look like a lawful

Additionally, in the context of shareholder derivative actions, Milberg Weiss has been at the forefront of protecting shareholders' investments by causing important changes in corporate governance as part of the global settlement of such cases. Cases in which such changes were made include:

Milberg Weiss LLP 9 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 18 of 25

• In re Marketspan Corporate Shareholder Litigation , CV No. 98-15884 (N.Y. Sup. Ct.) (settlement agreement required modifications of corporate governance structure, changes to the audit committee and changes in compensation awards and the nominating committee);

• Abramsky v. Computer Sciences Corp., CV No. 98-00306-JBR (RLH) (D. Nev. 1998) (significant changes to the company's by-laws and governance procedures to enhance shareholder voting rights and the role of outside directors).

Milberg Weiss LLP 10 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 19 of 25

CURRENT PARTNERS AND ASSOCIATES

MELVYN I. WEISS, Senior and Founding Partner of Milberg Weiss LLP, is a leading practitioner in the fields of securities , insurance, enviromnental , antitrust, and consumer litigation.

Mr. Weiss's expertise has been recognized on numerous occasions by courts appointing him to leadership positions in prosecuting complex litigations . Among the more prominent of the outstanding recoveries in cases where he has represented defrauded investors or consumers are the Drexel/Milken litigations (recoveries of over $1 billion for investors in, among others, Columbia Savings & Loan and Executive Life Insurance Company of America); In re Washington Public Power Supply System Securities Litigation ($775 million recovered after the country's largest municipal bond default); Butcher Bank Litigation (leading to $400 million recovery on behalf of the FDIC against Ernst & Young); Oxford Healthcare Securities Litigation ($300 million); Prudential Limited Partnership Litigation ($200 million); Mercedes Brake Defect Litigation ($ 100 million in settlement benefits); life insurance policy holder cases against Prudential Life Insurance ($4 billion), John Hancock ($400 million), New York Life ($300 million), ManuLife ($500 million) and Metropolitan Life ($ 1.7 billion). He was a pro bono lead counsel in the Swiss Bank Litigation involving Holocaust confiscations, which settled for $1 .25 billion, and was a lead counsel in recovering $5 billion for Holocaust victims from German banks and companies . He is presently Chair of the Plaintiff's Executive Committee prosecuting over 300 cases involving misconduct in connection with initial public offerings, in which a partial settlement with some defendants of $1 billion has been announced. Mr. Weiss received a B.B.A. in accounting from Baruch College of the City College of New York in 1957, and a J.D. degree from New York University School of Law in 1959. He was admitted to the Bar of the State of New York in 1960 and is presently a member of the Bar of the United States District Courts for the Southern and Eastern Districts of New York, the United States Courts of Appeals for the Second, Third, Fourth, Fifth, Sixth, Eighth, Ninth, Tenth and Eleventh Circuits, and the United States Supreme Court.

Mr. Weiss has lectured extensively to lawyers, law students, and other professionals throughout the country and abroad. He has been a guest lecturer at the New York University School of Law, Stanford University Law School, Harvard Law School, Duke Law School, University of Buenos Aires (where he is an honorary professor), and at the Salzburg Seminar Foundation in Austria. He has addressed the New York State Society of Certified Public Accountants, National Association of Accountants, National Association of Internal Auditors, and in 1993 delivered the Abraham Briloff Distinguished Lecture at the State University of New York at Binghamton on the role of the auditor in our society. He has frequently been quoted as a leading authority on shareholder and consumer rights in the national media and he has testified before congressional committees on securities litigation and accountants' liability. Mr. Weiss is a Fellow of The American College of Trial Lawyers. He received the 1993 Arthur T. Vanderbilt Medal from New York University Law School, the highest award given annually to an outstanding alumnus, and is a member of the law school's Board of Trustees and a recipient of the Alumni Achievement Award. In 2005, Accounting Today named Mr. Weiss as one of its Top 100 Most Influential People.

Mr. Weiss is a member of the American Bar Association (from 1986-1988, he served as a Co-Chair of the Class and Derivative Committee of the Litigation Section; from 1983-1986, he served as a member of the FRCP Rule 23 Class Action Improvement Committee; and from 1976-1982, he served as a member of the Corporate Law Committee of the Banking and Business Law Section), the Association of the Bar of the City of New York, and the New York Inns of Court. In 2000, Mr. Weiss was selected by Chief Judge Edward R. Becker of the Third Circuit to serve as a member of the Third Circuit Task Force on Selection of Class Counsel. Mr. Weiss was a Commissioner of the Nassau County Charter Revision Commission, which proposed the new legislative form of government for the county's 1.3 million residents. He has testified before the U.S. Senate on tort "reform" proposals. He is a director and a member of the Executive Committee of the Israel Policy Forum, an organization devoted to encouraging peace in the Middle East. Until recently, Mr. Weiss served on the Board of Directors of the Salzburg Seminar Foundation and he is presently on the Boards of the Lawyers' Committee for Civil Rights Under Law, the World Council of the American Jewish Congress and the American Constitution Society. Mr. Weiss is the Vice Chairman of the Drum Major Institute for Public Policy, a think tank founded during the civil rights movement that today provides ideas to fuel the progressive agenda.

11 Milberg Weiss LLP Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 20 of 25

Mr. Weiss and his wife established the Melvyn and Barbara Weiss Public Interest Foundation at New York University School of Law to assist graduating public-interest lawyers in retiring their student loans. He has received the Anti-Defamation League's Gotham Award and Humanitarian Award; the United Jewish Appeal's Proskauer Award, given annually to an exemplary Jewish lawyer and humanitarian; the B'nai B'rith of Argentina Dignity & Justice Award for humanitarian activities; and the Ellis Island Medal of Honor from the National Ethnic Coalition of Organizations Foundation, Inc. Mr. Weiss is the International Chair of the Hatikva Project, which built a memorial on the site of the Israeli Embassy in Buenos Aires, which was destroyed by terrorists. GEORGE A. BAUER III earned his B.B.A. degree magna cum laude in 1976 from Bernard M. Baruch College of the City University of New York, where he majored in accounting. He was awarded the Andrew J. Coppola prize in Law from Baruch College. Mr. Bauer attended New York University School of Law and graduated with a J.D. degree in 1979.

Mr. Bauer's practice concentrates on Class Action Settlements and Settlement Administration. He has played a lead role in documenting and effectuating many of the largest and most complex securities litigations settlements ever obtained, notably including: the proposed $1.14 billion settlement for cash and stock of the In re Nortel Networks Corp. Securities Litigation Civil Action No. 01-CV-1855 (RMB) (S.D.N.Y.); the $1.027 billion settlement of the In re NASDAQ Market-Makers Antitrust Litigation, MDL No. 1023, (S.D.N.Y.); settlements relating to the $2 billion estate of the Drexel Burnham Lambert including In re Drexel Burnham Lambert Group, 90 Civ. 6954 (MP) (S.D.N.Y.) and the $1.3 billion settlement of the In re Michael Milken & Associates Securities Litigation, MDL 924 (S.D.N.Y.); settlements worth over $775 million in In re Washington Public Power Supply Systems Securities Litigation, MDL 551 (D. Ariz.); settlements including cash and securities worth over $615 million in In re Lucent Technologies Inc. Securities Litigation, Case No 00-CV-621 (JAP) (D. N.J.); the $300 million cash settlement of In re Oxford Health Plans Inc., Securities Litigation, MDL No. 1222 (CLB) (S.D.N.Y.); the $200 million settlement in In re PaineWebber Limited Partnerships Litigation, Master File No. 94-Civ.8547 (SHS)(S.D.N.Y.); the settlement for cash and securities worth over $137.5 million in In re Microstrategy Inc. Securities Litigation, Civil Action N. 00-473-A (E.D. Va, Alexandria Division); the settlements for securities worth over $133.5 million in In re Computer Associates Class Action Securities Litigation, Master File No. 98 Civ. 4839 (TCP), and In re Computer Associates 2002 Class Action Securities Litigation, Master File No,.02-CV-1226 (TCP) (E.D.N.Y.); and the $110 million settlement in In re Prudential Securities Inc. Limited Partnerships Securities Litigation, MDL 1005 (MP) (S.D.N.Y.).

Mr. Bauer is a member of the Firm's Library Committee. He is also a member of the American Bar Association, the New York State Bar Association, the Association of Trial Lawyers of America, and the New York County Lawyers Association. Mr. Bauer was admitted as a member of the New York Bar in January 1980 and is also admitted to the United States District Court for the Southern and Eastern Districts of New York. Mr. Bauer is admitted to practice before the United States Supreme Court and the United States Courts ofAppeals for the Second and Fourth Circuits.

JEFF S. WESTERMAN received his B.A. degree from Northwestern University in 1977, where he was selected to be a member of two senior honorary societies. He received his J.D. degree from the University of Pittsburgh in 1980, where he was a member of the Law Review.

Mr. Westerman's practice is primarily in the areas of securities fraud class actions, shareholder derivative actions and corporate mergers and acquisition litigation. He has served as lead or co-lead counsel in cases resulting in significant corporate governance changes and shareholder recoveries totaling more than $330 million. In 2005, The Daily Journal recognized him as one of the top 30 securities litigators in California. Mr. Westerman has also been the moderator or speaker for programs on complex litigation, developments in class action practice, settlements, the Sarbanes-Oxley Corporate Responsibility Act, shareholder derivative actions and trends in business litigation. Mr. Westerman was a member (2001-2003) and Co-Chair (2002-2003) of the Central District of California Attorney Delegation to the United States Ninth Circuit Judicial Conference. He serves on the Central District of California, U.S. Magistrate Judge Merit Selection Panel (2003-present) and the standing committee on Attorney Discipline (2004-present). He is also a member of the Central District of California Attorney Settlement Officer Panel (1998-present).

12 Milberg Weiss LLP Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 21 of 25

Mr. Westerman was the president of the Association of Business Trial Lawyers 2004-2005; a member of the Board of Governors (1997-2005), Treasurer (2001-2002), Secretary (2002-2003) and Vice President (2003-2004). He is also on the Board of Governors of the Consumer Attorneys Association of Los Angeles (2003-present).

Mr. Westerman is a member of the Los Angeles County Bar Executive Committee for the Litigation Section for special projects and the Board of the Los Angeles Chapter of the Federal Bar Association. He is also on the Complex Courts Bench-Bar Committee, and the Bench-Bar Civil Courts Committee; and served as Judge Pro Tern in the Los Angeles Small Claims Court in 1987-1988, 1990, 1992-1993 and 1996-1997. He is a member of the Los Angeles County and Federal Bar Associations. He was on the California State Bar Task Force on Complex Litigation, and Chair of the Judicial Education Subcommittee (1997). He was named one of Lawdragon's 3000 Leading Plaintiffs' Lawyers In America. Mr. Westerman is admitted to practice in the courts of the State of California, as well as the United States District Courts in California, the United States Court of Appeals for the Ninth Circuit and the United States Supreme Court. PETER E. SEIDMAN earned his B.A cum laude from Hobart College in 1979, following which he served as a Peace Corps volunteer living and working among the Guarani, an indigenous tribe in Paraguay. He earned an M.A. degree in journalism in 1982 from the University of Michigan and subsequently worked as a journalist for a variety of publications. In 1994, he was awarded a J.D. degree cum laude from the University of Michigan Law School.

Mr. Seidman joined Milberg Weiss in 2000 as an associate. He actively engages in the investigation and prosecution of securities litigation on behalf of defrauded investors. Before joining Milberg Weiss, he was an associate with the New York law firm of Orans, Elsen & Lupert LLP for five years, where he was active in both civil and white collar criminal litigation in federal and state courts. Mr. Seidman is admitted to practice in the courts of the State of New York, as well as the United States District Courts for the Northern, Southern, and Eastern Districts of New York. CHRISTOPHER S. POLASZEK earned his B.S. degree from Florida State University in 1992, cum laude, his M.B.A. degree from Florida State University in 1997, his J.D. degree from Florida State University in 1997, cum laude, and his LL.M. degree in Securities Regulation from Georgetown University in 2000. While pursuing his legal education, Mr. Polaszek interned with the Florida Senate and United States Senator Bob Graham.

Mr. Polaszek currently specializes in securities fraud litigation. Prior to joining Milberg Weiss, Mr. Polaszek spent several years practicing commercial litigation with an emphasis on securities litigation and arbitration. In this regard, in addition to litigating matters in state and federal courts, he has represented numerous clients in securities arbitration proceedings conducted by the National Association of Securities Dealers, Inc., the New York Stock Exchange, and the American Arbitration Association. Mr. Polaszek is also a member of the Federal Bar Association and the American Bar Association. Mr. Polaszek is a member of the Bar of State of Florida, and is also admitted to practice before the United States Supreme Court, the United States Court of Appeals for the Eleventh Circuit and the United States District Courts for the Northern, Middle, and Southern Districts of Florida.

13 Milberg Weiss LLP Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 22 of 25

ASSOCIATES

PAUL J. ANDREJKOVICS graduated from Union College in 1992, Phi Beta Kappa, magna cum laude, with a B.A. degree in political science. In 1995, Mr. Andrejkovics received his J.D. degree from Albany Law School. He was admitted as a member of the New York Bar in 1996 and is also admitted to the United States District Court for the Northern, Southern, and Eastern Districts of New York.

His practice concentrates on Class Action Settlements and Settlement Administration. Mr. Andrejkovics has played a supporting role in documenting and effectuating some of the largest and most complex securities litigations settlements ever obtained, notably including: the proposed $1.14 billion settlement for cash and stock of the In re Nortel Networks Corp. Securities Litigation Civil Action No. 01-CV- 1855 (RMB) (S.D.N.Y.); the $300 million cash settlement of In re Oxford Health Plans Inc., Securities Litigation, MDL No. 1222 (CLB) (S.D.N.Y.); and the settlements for securities worth over $133.5 million in In re Computer Associates Class Action Securities Litigation, Master File No. 98 Civ. 4839 (TCP) and In re Computer Associates 2002 Class Action Securities Litigation, Master File No,.02-CV- 1226 (TCP) (E.D.N.Y.). ELIZABETH LIN earned her B.A. degree from the University of California, Los Angeles in 1991 and her J.D. degree from UCLA Law School in 1994. Ms. Lin focuses her practice on investigating fraud and litigating class action lawsuits on behalf of defrauded individual and institutional investors. Prior to joining Milberg Weiss, Ms. Lin was a senior associate at Weiss & Yourman. Ms. Linn has successfully litigated class action lawsuits resulting in multi-million dollar recoveries for members of the class. Ms. Lin is admitted to practice in the courts of the State of California, as well as the United States District Courts for the Central, Northern, Southern and Eastern Districts of California, the Western District of Michigan, the District of Colorado, and the United States Courts of Appeals for the Ninth and Tenth Circuits. JOHN R. S. MCFARLANE received a B.Comm. degree from Dalhousie University School of Business Administration in 1996, and an LL.B from Dalhousie Law School in 2002. Mr. McFarlane focuses his practice on class actions on behalf of defrauded investors, as well as actions against various mutual fund families in which Milberg Weiss has been appointed lead counsel, including In re American Express Financial Advisors Securities Litigation (S.D.N.Y.). Prior to joining Milberg Weiss, he practiced securities law at Cassels, Brock & Blackwell LLP in Toronto, Ontario. Mr. McFarlane was admitted to the Law Society of Upper Canada in 2003, and the New York State Bar in 2006.

KRISTI STAHNKE MCGREGOR received her B.A. degree in political science, Phi Beta Kappa, from the University of Florida in 1995. She spent two years, 1993-94 and 1995-96, studying political science and economics at the Rheinische Friedrich-Wilhelms-Universitaet Bonn in Bonn, Germany. In 1999 Ms. McGregor received her J.D. degree from Emory University School of Law, where she was the Research Editor of the Emory International Law Review and student law clerk to Justice Norman Fletcher of the Georgia Supreme Court. After graduating law school, Ms. McGregor was a recipient of the German Chancellor Fellowship through the Alexander Von Humboldt Foundation, which allowed her to attend the Westfaelische Wilhelms- Universitaet Muenster in Muenster, Germany and receive her LL.M. degree magna cum laude in German civil law in 2001.

Prior to joining Milberg Weiss in 2002, Ms . McGregor practiced in the international section of a large Atlanta law firm. She focuses her practice primarily on class actions on behalf of defrauded investors , as well as complex commercial litigation . She has particular experience in international litigation , primarily involving European companies. She is fluent in German. Ms. McGregor was admitted to the State Bar of Georgia in 1999, the New York Bar in 2003 and the Florida Bar in 2004.

14 Milberg Weiss LLP

DOCS\410736v1 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 23 of 25

MELISA TWOMEY graduated from the Cornell University School of Industrial and Labor Relations in 2001 and earned her J.D. degree from Wayne State University School of Law in 2004. Ms. Twomey focuses her practice on class actions on behalf of defrauded investors and consumers. She primarily represents defrauded shareholders in actions involving securities and accounting fraud. Ms. Twomey is admitted to the Florida State Bar and the District Court for the Southern, Middle and Northern Districts of Florida. CHERYL WILLIAMS currently specializes in securities fraud litigation. Prior to joining Milberg Weiss, Ms. Williams practiced commercial litigation with an emphasis on products liability and Business and Professions Code Section 17200 actions. In this regard, Ms. Williams represented Fortune 500 companies in high profile, complex litigation including several trials. Ms. Williams also has a personal and professional interest in developing a practice in Native American Law. In addition to studying in the field throughout law school and beyond, Ms. Williams has represented Native American clients on a pro bono basis including members of the Wabauskang Nation in Ontario, Canada (her own Tribal affiliation).

Ms. Williams is also a member of the Federal Bar Association, the Native American Bar Association, the American Business Trial Lawyers Association, and the Consumer Attorneys Association of Los Angeles.

MICHELLE FURUKAWA, focuses her practice on securities class actions on behalf of defrauded investors . While in law school at UCLA, Ms. Furukawa served as editor in chief of the Asian Pacific American Law Journal, clerked for the U.S. Securities & Exchange Commission , Division of Enforcement, and was a judicial extern for the Honorable Sheri Bluebond, U.S. Bankruptcy Court, Central District of California. Ms. Furukawa is a member of the Japanese American Bar Association of Greater Los Angeles, Association of Business Trial Lawyers, and the Los Angeles County Bar Association.

FORMER PARTNERS AND ASSOCIATES

DAVID J. BERSHAD graduated from Cornell University in 1961 with an A.B. degree in philosophy. He graduated from Columbia Law School in 1964 and while there he participated in the Harlan Fiske Stone Moot Court Honors Competition and was elected a member of Phi Alpha Delta.

Mr. Bershad is a founding member of Milberg Weiss. He is primarily engaged in prosecuting complex securities and commercial litigations nationwide. He served as plaintiffs' liaison counsel in In re Baldwin United Corporation Litigation, M.D.L. No. 581 (S.D.N.Y.), and was prime negotiator of settlements aggregating more than $220 million, the largest federal securities class action settlement recorded at that time. Subsequently, he has led plaintiffs' counsel in a wide range of cases arising out of the federal securities laws, as well as antitrust and consumer laws. He has actively negotiated more than 100 complex class action settlements, including acting as prime negotiator and achieving a $1.07 billion settlement in In re NASDAQ Market Makers Antitrust Litigation, M.D.L. No.1023 (S.D.N.Y.), the largest antitrust class action settlement at that time. He recently acted as class lead counsel in securities class actions involving Rite Aid (settled in 2003 for approximately $300 million) and Lucent (global settlements of $600 million).

Mr. Bershad is a regular panelist on securities law matters for the Practising Law Institute, American Bar Association, American Conference Institute, Glasser Legal Works, and American Law Institute-American Bar Association. He lectures on the topics of complex litigation, federal securities law, class actions and financial derivatives. He has contributed the plaintiffs' view in a book, Securities Class Actions: Abuses and Remedies, published by the National Legal Center for the Public Interest, and has debated the plaintiffs' view of the world before the Federalist Society. He has also appeared as a legal expert on CNBC and CNN regarding significant business related public interest issues. Mr. Bershad was recently profiled in Fortune magazine's feature story for his leading role in the Lucent Technologies Shareholder Litigation. Mr. Bershad is admitted to practice in the courts of the State of New York, as well as the United States District Court for the Southern District of New York, the United States Courts of Appeals for the Second, Third, Fourth, Seventh, and Ninth Circuits, and the U.S. Supreme Court. 15 Milberg Weiss LLP

DOCS\410736v1 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 24 of 25

STEVEN G. SCHULMAN graduated with a B.A. in History, magna cum laude, Phi Beta Kappa, from Williams College in 1973. He subsequently earned an M.A. (1975) and an M.A.L.D. (1976) in International Relations from the Fletcher School of Law and Diplomacy at Tufts University. In 1980, Mr. Schulman received his J.D. with Honors from the University of Chicago Law School, where he served on the Law Review and was elected to the Order of the Coif. Thereafter, he served for one year as a law clerk to the Honorable Robert L. Kunzig of the United States Court of Claims in Washington, D.C., following which he joined Cravath, Swaine & Moore in New York City as an associate.

Since joining Milberg Weiss in 1986, Mr. Schulman has been engaged in a wide variety of securities fraud class actions and shareholder derivative actions. He has also been actively and extensively involved in shareholder litigations arising from mergers and acquisitions, many of which were litigated in Courts of the State of Delaware. Among Mr. Schulman's significant recent cases, he served as lead trial counsel in In re MicroStrategy, Inc. Securities Litigation (E.D. Va.), which recently settled for an amount in excess of $150 million. He has also served as lead counsel in the Disney Shareholder Litigation pending in the Delaware Court of Chancery and in the In re Raytheon Securities Litigation pending in the District of Massachusetts. He is also actively involved in the firm's groundbreaking litigation relating to Wall Street's IPO allocation practices.

Mr. Schulman is a member of the Bars of the State of New York and the District of Columbia and is also admitted to 'practice before the District Court of the Southern, Northern, and Eastern Districts of New York, the Association of the Bar of the State of New York, the American Bar Association, and the Federal Bar Council. A member of the Association of the Bar of the City of New York, Mr. Schulman served on its Special Committee on Mergers, Acquisitions and Corporate Control Contests . He is a Presidential level member of the Association of Trial Lawyers of America (ATLA) and a Sustaining Fellow in the Roscoe Pound Institute. Mr. Schulman frequently lectures and participates in professional education panels.

RAMON M. GONZALEZ graduated from the University of California at Irvine with a B.A. degree in English in 1992, and from Stanford Law School in 1996. While in law school, Mr. Gonzalez was the recipient of scholarships from the Mexican-American Legal Defense and Education Fund (MALDEF) and the League of United Latin American Citizens (LULAC). After graduating from law school, Mr. Gonzalez pursued a writing career full time before returning to the practice of law.

Mr. Gonzalez focuses his practice in the areas of securities and consumer class actions. Prior to joining Milberg Weiss, Mr. Gonzalez worked as an attorney at Buresh Kaplan Jang & Feller in the Bay Area (Berkeley, CA), focusing on insurance defense, subrogation, products & premises liability, and inverse condemnation.

Mr. Gonzalez is a member of the Association of Business Trial Lawyers (ABTL) and Consumer Attorneys Association of Los Angeles (CAALA). He is admitted to practice in the courts of the State of California and in the United States District Court for the Northern District of California.

SHARON M. LEE graduated from St. John's University in 1997 with a B.A. degree in Asian studies, and a M.A. degree in East Asian studies in 1998. Ms. Lee earned her J.D. degree from St. John's University School of Law in 2001 where she was the notes and comments editor of The New York International Law Review, and the author of an article published therein. Ms. Lee is a member of the New York State Bar Association. She is admitted to the bar of the State of New York, and is admitted to practice in the Southern and Eastern Districts of New York.

ANDREI RADO, born in Bucharest, Romania, earned his B.A. degree in psychology summa cum laude, at the State University of New York at Buffalo in 1996; and his J.D. degree at St. John's University, cum laude in 1999, where he was a member of Phi Beta Kappa. Mr. Rado authored 12 New York International Law Review 97, 1999.

Mr. Rado, who is fluent in Romanian, has worked at Milberg Weiss since 2000, where his practice focuses on securities and consumer class actions. Prior to joining Milberg Weiss, Mr. Rado worked as an 16 Milberg Weiss LLP

DOCS\410736v1 Case 3:04-cv-02297-SC Document 228-2 Filed 08/03/2007 Page 25 of 25

attorney at Bear Stearns & Co. Inc., focusing on rules and regulations relating to resales of control and/or restricted securities. While in law school, Mr. Rado was a senior staff member of the New York International Law Review. Mr. Rado is the author of a case commentary, Ministry of Defense of Iran v. Cubic Defense Systems Inc., 12 N.Y. Int'l. L. Rev. 97 (1999).

17 Milberg Weiss LLP

DOCS\410736v1 Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 1 of 12

Exhibit B 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 2 of 12

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT

14 NORTHERN DISTRICT OF CALIFORNIA

15 SAN FRANCISCO DIVISION

16 In re ) Master File No. C-04-2297 SC OMNIVISION TECHNOLOGIES, INC., ) 17 CLASS ACTION

18 DECLARATION OF LEWIS KAHN IN This Document Relates To: ) SUPPORT OF JOINT PETITION FOR 19 ATTORNEYS' FEES AND EXPENSES CASE NOS. 04-2297-SC; 04-2298-SC; 04- ) FILED ON BEHALF OF KAHN GAUTHIER 20 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- SWICK, LLC SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; ) 21 04-2525-SC; 04-2570-SC; and 04-4350-SC

HN DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES Case No. C-04-2297 SC DOCS\388952v1 Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 3 of 12

LEWIS KAHN, being first duly sworn, deposes and says:

1. I am a member of the law firm of Kahn Gauthier Swick, LLC. I submit this

declaration in support of my firm's application for an award of attorneys' fees in connection with

services rendered in this case, as well as the reimbursement of expenses incurred by my firm in connection with this litigation.

2. My firm acted as one ofplaintiffs ' counsel in this class action. The tasks assigned to

my firm by Lead Counsel and undertaken by my firm can be summarized as follows:

a. Conducted research for original Complaint;

b. Drafted and edited original Complaint;

c. Reviewed competing Lead Plaintiff Motions; Researched Lead Plaintiff

issues; Drafted Opposition to Lead Plaintiff Motions;

d. Discovery: Responsible for review, analysis and coding of thousands of documents.

3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the

amount of time, by category, spent by the partners, attorneys and professional support staff of my

firm who were involved in this litigation, and the lodestar calculation based on my firm's current

billing.rates. For personnel who are no longer employed by my firm, the lodestar calculation is

based upon the billing rates for such personnel in his or her final year of employment by my firm.

The schedule was prepared from contemporaneous, daily time records regularly prepared and

maintained by my firm, which are available at the request ofthe Court. Time expended in preparing

this application for fees and reimbursement of expenses has not been included in this request.

4. The hourly rates for the partners, attorneys and professional support staff in my firm

included in Exhibit 1 are the same as the regular current rates charged for their services in non-

contingent matters and/or which have been accepted and approved in other securities or shareholder

litigation.

5. The total number of hours expended on this litigation by my firm is 590.84 hours.

The total lodestar for my firm is $269,104.40, consisting of $260,104.40 for attorneys' time and $9,000.00 for professional support staff time.

-2- DOCS\388952v1 Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 4 of 12

11 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do not

include charges for expense items. The firm has not incurred additional expenses in this matter.

7. With respect to the standing ofcounsel in this case, attached hereto as Exhibit 2 is a

briefbiography ofmy firm and attorneys in my firm who were principally involved in this litigation.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 10th

day of January, 2007, at New Orleans, Louisiana.

LE S KAHN, ESQ.

-3- DOCS\388952v 1 Kahn Gauthier Swick, LLC Omnivision Lodestar Chart

Total () Discovery Research Pleadings Admin. Strategy/Analysis Investigation Total Hours Hourly Rate Lodestar Partners CD Michael Swick 77.5 97.5 175 $ 565.00 $ 98,875.00 W Lewis Kahn 0.17 0.3 0.47 $ 565.00 $ 265.55 Kevin Oufnac 81 .67 4.33 1.66 5.2 0.58 93.44 $ 545.00 $ 50,924.80 -

Of Counsel Eric O'Bell 25.8 1.75 1.5 2.05 31.1 $ 495.00 $ 15,394.50 6 N Associates CD Molly Vigour 31.25 31.25 $ 385.00 $ 12,031.25 4 Catherine Gauthier 92.83 92.83 $ 385.00 $ 35 ,739.55 Andrew Gibson 84 84 $ 385.00 $ 32,340.00 Richelle Moore 37.75 37.75 $ 385.00 $ 14,533.75

Law Clerk p Maria Wang 45 45 $ 200.00 $ 9,000.00 C0

Total Hours 398.47 83 .58 100.66 2.35 5.2 0.58 590.84 $ 269 ,104.40 N

N N CD W

1l CLCD O CD O

N O O 4

a) (a CD

N Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 6 of 12

.. . ""N"s . . K Kahn Gauthier swick LLC

Kahn Gauthier Swick, LLC ("KGS") is a law firm with offices in New Orleans

and New York (www.kglg com). KGS focuses predominantly on class action litigation,

and practices mainly in the fields of securities fraud, consumer fraud, mass tort litigation

and securities transactions. Since its inception KGS has recovered tens of millions of

dollars for the plaintiffs it represents. KGS was formed in 2000, as a partnership between

established class action attorneys led by Wendell Gauthier. Mr. Gauthier was an

esteemed member of the Louisiana Bar prior to his passing in December, 2001 at the age

of 58 . Mr. Gauthier was best known as Chairman of the Castano Tobacco Litigation

Group, a coalition of national plaintiff firms that was the catalyst for the nationwide

tobacco settlements of $206 billion.

KGS is uniquely positioned to represent plaintiffs in complex class action

litigation. Lewis Kahn serves as the managing partner of KGS. Along with the

representation of thousands of plaintiffs in class action and mass tort cases filed

throughout the United States, Mr. Kahn has been appointed to various leadership

positions in federal class action litigation. Among other prestigious appointments, Mr.

Kahn served as a member of the Plaintiffs' Steering Committee in MDL 1481, In Re:

Meridia Products Liability Litigation, appointed by Judge James S. Gwin in the United

States District Court for the Northern District of Ohio, Eastern District. Mr. Kahn was

also appointed Liaison Counsel in the national securities fraud litigation against Merck,

Inc. for its failure to disclose the safety profile of Vioxx to its shareholders, In Re Merck, Case 3 : 04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 7 of 12

Inc., Securities Litigation, Case No. 03-3125 (E.D. La) by Judge Kurt Englehart. This

case was transferred to Judge Stanley Chesler and is currently part of MDL 1658, In Re

Merk & Co., Inc. Securities, Derivative and "ERISA" Litigation.

Moreover, Mr. Kahn also served as one of five plaintiffs' counsel that secured a

$20.5 million securities fraud settlement in Lasky v. Brown, et al. (United Companies

Securities Litigation), Case No. 99-1035-D-M2 (M.D. La.). Mr. Kahn has also been

appointed and served as Liaison Counsel in the following federal securities fraud cases:

1. In Re Stewart Enterprises, Inc., Securities Litigation, Case No. 99-2572 (E.D.

La.);

2. In Re McDermott, Inc. Securities Litigation, Case No. 99-3831 (E.D. La.);

3. In Re Orthodontic Care Associates, Securities Litigation, Case No. 03-1027

(E.D. La).

Mr. Kahn is often turned to by the media for expert commentary in the field of

class action litigation. Mr: Kahn has been profiled in the New York Times, Washington

Post, Boston Globe, and many other media outlets, and has provided expert commentary

on CNNfn surrounding the Enron securities fraud class action litigation. Mr. Kahn holds

a Bachelor's degree from New York University and received a Juris Doctor from Tulane

Law School in 1994. He is a member in good standing of the Louisiana State Bar

Association since 1995, the American Association of Trial Lawyers, and the Federal Bars

for the Eastern, Middle and Western Districts ofLouisiana.

Michael Swick heads KGS's Securities Litigation Group. Prior to joining KGS,

Mr. Swick worked at several of the nation's leading securities class action law firms, Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 8 of 12

including: both the East Coast and West Coast offices of Milberg Weiss Bershad Hynes

& Lerach, LLP (now Lerach Coughlin Stoia Rudman Gellar & Robbins, LLP - CA, and

Milberg Weiss Bershad & Schulman LLP - NYC), and the Connecticut firm of Scott +

Scott, LLP.

Over the past decade of securities class action litigation, Mr. Swick has been

instrumental in instituting litigation that has produced hundreds of millions of dollars of

recoveries. Such actions include:

$140 Million Recovery. In re Sunbeam Securities Litigation_ No. 98-8258 (S.D. Fla). Michael Swick drafted one of the first filed actions against Sunbeam, where plaintiffs alleged that Sunbeam, its auditor, and its management engaged in a massive accounting fraud, culminating in the restatement of over three years of previously reported financial results. The Court approved a combined settlement of over $140 million - - including $110 million paid by Arthur Andersen, LLP, then Sunbeam's auditor. In connection with this settlement, Albert Dunlap, Sunbeam's former Chairman and CEO, personally contributed $15 million.

$134 Million Recovery. In re Computer Associates Securities Litigation, Nos. 98-CV-4839, 02-CV-1226 (TCP) (E.D.N.Y.), Michael Swick drafted and participated in the filing of one of the earliest and most comprehensive actions. This filing later resulted in a pretrial settlement of securities fraud charges valued at over $134 million.

$300 Million Recovery. In re Oxford Health Plans, Inc. Securities Litigation, MDL Dkt. No. 1222 (CLB) (S.D.N.Y.). Cash settlements totaling $300 million were recovered for plaintiffs after it was determined that Oxford Health Plans, Inc. issued fraudulent financial statements that misstated premium revenues and claims expense. Oxford's outside auditor, KPMG, was also named as a defendant in that action.

$600 Million Recovery. In re Lucent Technologies, Inc. Securities Litigation, No. 00cv621 (AJL) (D.N.J.). This settlement provided $600 million in compensation to aggrieved shareholders who purchased Lucent stock between Oct. 1999 and Dec. 2000.

Mr. Swick received a Juris Doctor from Tulane Law School in 1994. Further, Mr.

Swick received a Masters of Political Philosophy from Columbia University in 1989 and Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 9 of 12

a B.A. in Philosophy and Political Science from State University of New York at Albany

in 1988. Mr. Swick was admitted to the state Bar ofNew York in 1996.

Kim E. Miller is a partner of Kahn Gauthier Swick, LLC, and specializes in

securities, consumer, and commercial class and derivative litigation. Prior to joining

KGS in 2006, Ms. Miller was a partner of Milberg Weiss Bershad & Schulman LLP

("MWBS") in New York City. While she spent most of her legal career at MWBS and

its predecessor, Milberg Weiss Bershad Hynes & Lerach LLP, Ms. Miller also spent two

years as a securities litigator on the defense side while at Gray Cary Ware & Friedenrich

LLP in Palo Alto, California.

Over the course of her career, Ms. Miller has represented tens of thousands of

wronged investors and consumers in class actions filed throughout the country. As a

partner at MWBS, she acted as one of the lead counsel in more than 25 cases involving

allegations of improper directed brokerage arrangements and excessive charges in mutual

fund cases brought pursuant to the 1934 Securities Exchange Act and/or the Investment

Company Act of 1940. Ms. Miller was also one of the MWBS partners involved in the

mutual funds late trading/market timing litigation , in which MWBS served as Co-Chair

of plaintiffs ' steering committee overseeing all class and derivative litigation involving

more than 18 mutual fund families.

During her tenure at MWBS, Ms. Miller was involved in a variety of cases in

which large settlements were reached, including Spahn v. Edward D. Jones & Co., L.P.,

04-cv-00086-HEA (E.D. Mo.) (settlement value of $127.5M); In re StarLink Corn

Products Liability Litigation, MDL No. 1403 (N.D. Ill.)($110M recovery); and In re

American Express Financial Advisors, Inc. Sec. Litig., 1:04-cv-01773-DAB Case 3 : 04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 10 of 12

(S.D.N.Y.)($ 100M recovery). Ms. Miller was also a member of the successful trial team

that obtained a federal jury verdict in favor ofplaintiffs in a case involving the aiding and

abetting of a mortgage company 's fraudulent lending practices. Austin v. Lehman

Commercial Paper, Inc., SA, CV 01-111 (DOC)(C.D. Cal.).

Ms. Miller graduated with honors from Stanford University in 1992 with a double

major in English and Psychology. She earned her J.D. degree from Cornell Law School,

cum laude, in 1995. While at Cornell, Ms. Miller was the Co-Chair of the Women's Law

Symposium, Bench Brief Editor of the Moot Court Board, and a member of the Board of

Editors of the Cornell Journal of Law & Public Policy.. She is admitted to practice in the

States of California and New York and before the United States District Courts for the

Southern and Eastern Districts of New York and the Northern, Southern, and Central

Districts of California. Her pro bono work includes representing families of 9/11 victims

at In re September 11 Victim Compensation Fund hearings. Ms. Miller has also served as

a fundraiser for the New York Legal Aid Society.

Kevin Oufnac joined Kahn Gauthier Swick, LLC in 2006. Prior to becoming a

partner in KGS, Mr. Oufnac spent many years litigating cases throughout the United

States with several of the nation's most recognized law firms, including Ness, Motley,

Loadholt, Richardson, & Poole, PA, Richardson, Patrick, Westbrook & Brickman, LLC,

and Motley Rice, LLC. In addition to individual cases, some of the class actions and

other complex litigation in which Mr. Oufnac has participated includes Ruff v. Parex,

Inc., No. 96-0059 (Superior Court, County of New Hanover, N.C.), In Re: Masonite

Corp. Hardboard Siding Products Liability Litigation, MDL 1098 (E.D. La.), In Re:

Silicon Gel Breast Implant Products Liability Litigation, MDL 926 (N.D.Ala.), In Re: Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 11 of 12

Orthopedic Bone Screw Products Liability Litigation, MDL 1014 (E.D. Pa.), In Re: Diet

Drug Products Liability Litigation, MDL 1203 (E.D. Pa.), In Re: Rezulin Products

Liability Litigation, MDL 1348 (S.D.N.Y.), In Re: Community Bank ofNorthern Virginia

and Guaranty National Bank of Tallahassee Second Mortgage Loan Litigation, No. 03-

0425 (W.D. Pa.) (which resulted in a settlement of $33 million to the class members), and

Dundon v. U.S. Bank, No. 01-408 (S.D. Ill.), (which resulted in a settlement of $26

million to the class members).

Mr. Oufnac received his Juris Doctorate in 1995 from the Loyola University

School of Law. He is a member of the Louisiana State Bar Association, the South

Carolina State Bar Association, and the Association of Trial Lawyers of America. Mr.

Oufnac has also been admitted to the United States Court of Appeals for the Fourth

Circuit, and the United States District Courts for the Eastern District of Michigan, the

Eastern District of Louisiana, and the District of South Carolina.

Glen Woods joined Kahn Gauthier Swick, LLC as Of Counsel in 2006. Mr.

Woods has tried over two hundred business and tort cases in Louisiana state and federal

court. Mr. Woods achieved a $346 million verdict in 1997 in a breach of contract case

against Entergy, and a $55 million verdict against ADP for its involvement in the New

Orleans Fairgrounds fire years earlier. Mr. Woods began his legal career in 1985 as an

Assistant District Attorney to Harry Connick Sr., and was appointed Special Prosecutor

responsible for capital homicides. Mr. Woods is admitted to practice in all courts in the

State of Louisiana, the Eastern District of the United States District Court, and the United

States Court of Appeals for the Fifth Circuit. Mr. Woods received his Juris Doctorate Case 3:04-cv-02297-SC Document 228-3 Filed 08/03/2007 Page 12 of 12

from Southern University in 1984 and received a Bachelor of Arts in Sociology from the

University of Southwestern Louisiana in 1979.

In addition to its partners, KGS employs three associate lawyers, along with

multiple paralegals and investigators, providing the firm the resources necessary to

successfully prosecute complex litigation. Moreover, KGS' foremost characteristic has

been the ability to work cooperatively with the Court and with other attorneys as

evidenced by its successful track record. Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 1 of 19

Exhibit C Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 2 of 19

1 MILBERG WEISS BERSHAD & SCHULMAN LLP 2 JEFF S. WESTERMAN (94559) CHERYL A. WILLIAMS (193532) 3 MICHIYO MICHELLE FURUKAWA (234121) One California Plaza. 4 300 South Grand Avenue, Suite 3900 Los Angeles, CA 90071 5 Telephone: (213) 617-1200 Facsimile: (213) 617-1975 6 Lead Counsel for Plaintiffs 7 GIRARD GIBBS LLP 8 DANIEL C. GIR,ARD(SBN 114826) JONATHAN K. LEVINE (BN 220289) 9 AARON M. SHEANIN (SBN 214472) 601 California Street, Suite 1400 10 San Francisco, CA 94108 Telephone: (415) 981-4800 11 Facsimile: (415) 981-4846

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT

14 NORTHERN DISTRICT OF CALIFORNIA

15 SAN FRANCISCO DIVISION

16 In re ) Master File No. C-04-2297 SC OMNIVISION TECHNOLOGIES, INC., ) 17 ) CLASS ACTION

18 ) DECLARATION OF STEPHEN A. WEISS This Document Relates To: IN SUPPORT OF JOINT PETITION FOR 19 ) ATTORNEYS' FEES AND EXPENSES CASE NOS. 04-2297-SC; 04-2298-SC; 04- ) FILED ON BEHALF OF SEEGER WEISS 20 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- LLP SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; 21 04-2525-SC; 04-2570-SC; and 04-4350-SC

"I'EPHEN A. WEISS DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES Case No . C-04-2297 SC Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 3 of 19

1 STEPHEN A WEISS , being first duly sworn, deposes and says:

2 1. I am a member of the law firm of Seeger Weiss LLP. I submit this declaration in

support ofmy firm' s application for an award of attorneys' fees in connection with services rendered

4 in this case, as well as the reimbursement of expenses incurred by my firm in connection with this

5 litigation.

6 2. My firm acted as counsel to plaintiffs in this class action. The tasks undertaken by

7 my firm can be summarized as follows: consulting regarding case strategy; coordinating meetings

8 among class representative groups; reviewing pleadings and fielding questions from class

9 representatives; reviewing documents produced in discovery; and conducting legal research

10 regarding discovery issues.

11 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the

12 amount oftime spent by the partners, attorneys and professional support staff ofmy firm who were

13 involved in this litigation, and the lodestar calculation based on my firm's current billing rates. For

14 personnel who are no longer employed by my firm, the lodestar calculation is based upon the billing

15 rates for such personnel in his or her final year of employment by my firm. The schedule was

16 prepared from contemporaneous, daily time records regularly prepared and maintained by my firm,

17 which are available at the request ofthe Court. Time expended in preparing this application for fees

18 and reimbursement of expenses has not been included in this request.

19 4. The hourly rates for the partners, attorneys and professional support staff in my firm

20 included in Exhibit 1 are the same as the regular current rates charged for their services in non-

21 contingent matters and/or which have been accepted and approved in other securities or shareholder

22 litigation.

23 5. The total number of hours expended on this litigation by my firm is 171.80 hours.

24 The total lodestar for my firm is $66,618.00, consisting of $66,618.00 for attorneys' time and $0.00,

25 for professional support staff time.

26 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do not

27 include charges for expense items. Expense items are billed separately and such charges are not

28 duplicated in my firm' s billing rates. STEPHEN A WEISS DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES - I - CASE NO. C-04-04362 MJJ Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 4 of 19

1 7. As detailed in Exhibit 2, my firm has incurred a total of $4,254.26 in un-reimbursed

2 expenses in connection with the prosecution of this litigation.

3 8. The expenses incurred in this action are reflected on the books and records of my

4 firm. These books and records are prepared from expense vouchers, check records and other source

5 materials and represent an accurate recordation of the expenses incurred.

6 9. With respect to the standing of Seeger Weiss LLP in this case, attached hereto as

7 Exhibit 3 is a brief biography ofmy firm and attorneys in my firm who were principally involved in 8 this litigation.

9 I declare under penalty of perjury that the foregoing is true and correct. Executed this 5th 10 day of January, 2007, at New York, New York.

12 Stephen A. Weiss 13

STEPHEN A WEISS DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES CASE _2- Case 3 : 04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 5 of 19

EXHIBIT I

Omnivision Technologies

Seeger Weiss LLP

TIME REPORT Inception through January 5, 2007

Name Total Hourly Total Hrs. Rate Lodestar PARTNERS: Stephen Weiss 15.70 595 .00 $9,341.50 Christopher Seeger .20 595 .00 119.00 David Buchanan 2.80 585 .00 1,638.00 Eric Chaffin 21.50 495 .00 10,642.50 ATTORNEYS: Michael Farkas 105.30 355 . 00 37,381.50 Rick Barreca 26.30 285 . 00 7,495.50 0.00 PROFESSIONAL SUPPORT STAFF:

0.00 0.00 0.00 TOTAL LODESTAR $66,618.00

-5- DOCS\388952v1 Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 6 of 19

EXHIBIT 2

Omnivision Technologies

Seeger Weiss LLP

EXPENSE REPORT Inception through January 5, 2007

Categories : Amount Photocopies/Reproduction $558.50 Postage/Notice Costs 0.00 Telephone 25.63 Messengers/Express Services 121.12 Filing/Witness Fees 420.00 Court Reporters/Transcript/Video 0.00 Lexis/Westlaw/Legal Research 276.27 Experts/Consultants 0.00 Meals, Hotels & Transportation 2,852.74 Secretarial Overtime/Word Processing 0.00 Assessments 0.00 Facsimile Charges 0.00 TOTAL EXPENSES: $4,254.26

-6- DOCS\388952v1 Case 3 : 04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 7 of 19

EXHIBIT 3

[FIRM RESUME AND BIOGRAPHIES]

-7- DOCS\388952v I Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 8 of 19

SEEGER WEISS LLP One William Street New York, NY 10004 (212) 584-0700

550 Broad Street Newark, NJ (973) 639-9100

www.seegerweiss.com

FIRM BIOGRAPHY

SEEGER WEISS LLP is one of the nation's leading plaintiffs law firms. The firm currently numbers over twenty attorneys engaged in a broad variety of complex litigation matters in federal and state courts throughout the United States. The firm specializes in class action and mass tort litigation, with particular emphasis in the areas of products liability, pharmaceutical, consumer, securities, environmental, toxic tort, insurance, ERISA and antitrust litigation. The firm is made up of experienced litigators, including many former state and federal prosecutors with substantial trial experience in a variety of civil and criminal areas.

Mass Torts and Pharmaceutical Litigation.

During the last half-decade, Seeger Weiss has emerged as one of the premier mass torts firms in the United States. The firm's reputation for leadership and innovation has resulted in its appointment to numerous plaintiffs' steering committees in a variety of multidistrict litigations, particularly in the area of pharmaceutical torts. The firm also regularly serves as court-appointed liaison counsel in New York and New Jersey, providing its colleague fines with hands-on service in all manner of substantive and procedural. matters.

Vioxx The Firm plays highly prominent roles in both the federal and New Jersey state litigations relating to the prescription arthritis drug, Vioxx. On April 8, 2005, the Honorable Eldon E. Fallon, who presides over the Vioxx multidistrict litigation in New Orleans, Louisiana, appointed firm partner, Christopher A. Seeger, as Co-Lead of the Plaintiffs' Steering Committee. Additionally, the firm was appointed Co-Liaison counsel in the New Jersey state Vioxx litigation before the Honorable Carol E. Higbee, J.S.C. These appointments followed the firm's designation by Judge Higbee as Lead Counsel in a nationwide class action brought on behalf of all third-party payers, including health-maintenance organizations, managed-care organizations, employers and unions, challenging Merck's advertising practices and pricing policies for the prescription arthritis drug Vioxx. On July 29, 2005, Judge Higbee granted the firm's motion to certify a national class action, thereby creating the largest single claim to date against Merck. In her ruling, Judge Higbee recognized Seeger Weiss's prominence in Vioxx- litigation in stating that "there is probably no other law firm as knowledgeable about Vioxx." Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 9 of 19

Zyprexa. In 2004, firm partner Chris Seeger was appointed by the Honorable Jack B. Weinstein of the U.S. District Court for the Eastern District of New York to serve as Liaison Counsel in the multidistrict litigation against Ely Lilly & Co. relating to the anti-psychotic drug Zyprexa. On June 7, 2005, Eli Lilly and Mr. Seeger, on behalf of the Plaintiffs Steering Committee, announced a $700 million settlement of approximately 8,000 Zyprexa claims alleging that Zyprexa caused diabetes and diabetes-related injuries. Mr. Seeger was one of the chief architects and leading negotiators of the settlement.

Rezulin. The firm plays a major role in products liability actions against Pfizer and Warner Lambert involving Rezulin, a prescription drug used to treat Type II diabetes. The firm is a court-appointed member of the Executive Committee in the federal suits coordinated by the Judicial Panel on Multidistrict Litigation ("JPML") before Judge Lewis A. Kaplan in the U.S. District Court for the Southern District of New York. The firm is also a member of the New Jersey Rezulin Steering Committee in In re: Rezulin Litigation, currently pending before the Superior Court of New Jersey, Middlesex County. The firm is counsel to numerous individuals who have commenced personal injury damage actions in various courts throughout the country.

In March 2003, following a six-week jury trial, the firm achieved a $2 million verdict against Pfizer on behalf of Concepcion Morgado, a Brooklyn resident who sustained liver injury and was hospitalized for 10 days following her Rezulin use. The case was the first and only Rezulin matter to be tried in New York and represented a watershed result in the nationwide Rezulin litigation.

PPA. The firm remains actively involved in litigation against numerous manufacturers of pharmaceutical products containing PPA (phenylpropanolamine), until 2000 an ingredient in virtually every over-the-counter cold medication and many appetite suppressant products. The firm serves on the Plaintiffs' Steering Committee in the federal suits consolidated by the JPML in the U.S. District Court for the Western District of Washington, and as the court- appointed Liaison Counsel in the New York PPA actions coordinated before Judge Helen Freedman. In 2003, the firm was one of the lead negotiators of a nationwide settlement agreement with the manufacturers of Dexatrim, a leading over-the-counter appetite suppressant that until 2000 contained PPA. The settlement covers the claims of all individuals who suffered stroke-related injuries resulting from the ingestion of PPA-containing Dexatrim.

Propulsid. Seeger Weiss LLP has held national leadership positions in pharmaceutical products liability litigation against Johnson & Johnson and Janssen Pharmaceutica, Inc., the manufacturers of Propulsid-a prescription drug used to treat nocturnal heartburn. Seeger Weiss LLP is a member of the court-appointed Plaintiffs' Steering Committees in both the federal litigation, which have been consolidated by the JPML in the Eastern District of Louisiana, and in the statewide consolidated actions in Middlesex County, New Jersey. The firm served as counsel to numerous individuals who have commenced personal injury damage actions in various courts throughout the country.

Other Pharmaceutical Products. In addition to aforementioned pharmaceutical, the firm serves or has served as counsel in numerous lawsuits in state and federal courts throughout the country brought by individuals who have suffered personal injury or death resulting from the

-2- Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 10 of 19

use of various pharmaceutical products, including Accutane, Baycol, Celebrex, Ephedra, Fen- Phen, Lamisil, Neurontin, Serzone and Sporanox.

Consumer Litigation.

Seeger Weiss LLP has achieved notable recoveries and currently holds leadership roles in many major consumer class action litigations throughout the country. Among the consumer class action litigations in which Seeger Weiss LLP plays or has played a major role are:

• In re MCI Non-Subscriber Telephone Rates Litigation : $88 million class settlement completed in the United States District Court for the Southern District of Illinois following a transfer to that district by the JPML. Final approval of the class settlement was entered in March 2001 resolving claims brought by class members to recover overcharges arising from MCI's improper imposition of non- subscriber rates and surcharges on certain of its customers. Seeger Weiss LLP was a member of the Plaintiffs' Steering Committee and served as Chair of the Discovery Committee.

• IBM Deskstar 75GXP Litigation : The firm represents statewide classes of purchasers of an IBM manufactured hard disk drive, known as the Deskstar 75GXP, in 9 different state and federal courts throughout the country. The actions include claims for violations of consumer protection statutes and breach warranty resulting from IBM's commercial practices in the marketing and sale of hard disk drives that it knew were inherently unreliable and that it knew would fail at epidemically high rates. In August 2003, Judge Ronald Sabraw issued a tentative ruling certifying a California statewide class of purchasers of the 75GXP in Michael Granito, et al. v. IBM , pending in California Superior Court in Alameda County. In addition to California, cases are also pending in New Jersey, New York, Florida, Illinois, Connecticut, Ohio, Michigan, and Pennsylvania. The firm serves as co-lead counsel in these cases.

Lester v. Percudani, et al. : Pending in the U.S. District Court for the Middle District of Pennsylvania. The firm represents over 170 first-time homeowners who purchased homes at inflated valuations based upon fraudulent appraisals and in violation of Federal mortgage lending guidelines. The action includes federal civil RICO and state consumer fraud claims against a group of RICO co- conspirators.

Liability Litigation : Seeger Weiss represented Firestone tire owners and purchasers of Ford Explorers equipped with certain models of Firestone tires. Plaintiffs sought damages flowing from design defects that resulted in severe, life- threatening accidents . Specifically, the consumer class sought a tire recall, recovery for the cost of tire replacement, and recovery for the diminution in the value of Ford Explorer vehicles resulting from the subject design defects.

-3- Case 3:04-cv-02297-SC Document 228-4 Filed 08/03/2007 Page 11 of 19

Following the filing of a number of federal class actions, the litigations were transferred for pre-trial proceedings to the Federal court in Indianapolis. In those coordinated actions, Seeger Weiss served as a member of the Plaintiffs' Law Committee. Following extensive discovery and motion practice, plaintiffs achieved a favorable nationwide settlement of their class claims.

Robin Sternberg v. Apple Computer. Inc. and Mikel Gordon and Pamela Parker v. Apple Computer, Inc. : Nationwide settlement completed in California state court. Plaintiffs recovered class-wide damages resulting from Apple's deceptive advertisements for its iMac and G4 brand computers-specifically the functionality of the DVD playback feature. Seeger Weiss LLP served as co-lead counsel for the classes.

• In re AOL Version 5.0 Software Litigation: Pending in the United States District Court for the Southern District of Florida pursuant to a JPML consolidation order. Plaintiffs seek to recover damages for violations of federal antitrust laws, as well as for damage inflicted on their computers as a result of installing the software. Seeger Weiss LLP is a member of the proposed Plaintiffs' Steering Committee.

• Sims v. Allstate and Dorries v. State Farm: Pending in Illinois state court. The firm serves as co-counsel in these separate class actions, representing automobile policyholders seeking to recover payment for the diminution in value of their vehicles following accidents in which certain types of body damage was sustained. These cases were certified as class actions in December 2000.

• In re: Armstrong World Industries, Inc. $7 million settlement achieved in the United States Bankruptcy Court for the District of Delaware after transfer, the firm represents the State of Connecticut, one of numerous property damage claimants which sought injunctive relief and monetary damages resulting from the presence of Armstrong-manufactured asbestos-containing resilient floor tile and sheet vinyl in residences and buildings throughout the United States.

• Workers' Compensation Litigation: The firm serves as co-counsel in putative class actions brought in thirteen different states against most of the country's largest workers' compensation insurance carriers. The actions seek to recover damages on behalf of numerous corporate entities resulting from the inappropriate imposition of "residual market loads."

• In re Industrial Life Insurance Litiagtion: The firm represents purchasers of industrial life insurance policies who were charged race-based and discriminatory rates. The firm serves on the Plaintiffs' Steering Committee in connection with the several cases that have been sent to the Eastern District of Louisiana by the JPML.

Insurance Litigation.

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During the past decade, the firm has played a pivotal role in many notable insurance market practices class actions brought against members of the life insurance industry. These nationwide suits resulted from alleged misrepresentations made in connection with the sale of certain life insurance products, including "vanishing premium" policies which, due to market- sensitive dividend projections, required customers to pay premiums on a more prolonged basis than originally expected.

In 1995 the firm was appointed as the national Policyowner Representative in Wilson v. New York Life Insurance Company sales practices litigation, the first settlement of a nationwide class action relating to the vanishing premium insurance product. Wilson involved claims brought by a class of approximately 3.2 million New York Life policyowners who suffered damages as the result of allegedly improper sales practices by the company and its agents, including the alleged failure to properly disclose the market-sensitivity of the company's premium payment projections. As Policyowner Representative, the firm served as the principal advocate on behalf of members of the class who elected to pursue individual claim relief before independent appeal boards.

Following its appointment in the New York Life litigation, the firm served as the Attorney Representative in the In re Prudential Life Insurance Sales Practices Litigation . In that role, the firm, and others serving under its auspices, represented individual class members in connection with over 53,000 separate claim arbitrations.

In addition to the New York Life and Prudential matters, the firm has served as the Policyowner Representative, Attorney Representative, or Claim Evaluator in the following insurance sales practices class actions: In re Sun Life Assurance Company of Canada Insur. Litig.: Ace Seat Cover Co., Inc. v. The Pacific Life Insur. Co. ; In re Manufacturers Life Insur. Co. Premium Litig. ; Roy v. Independent Order of Foresters; Murray v. Indianapolis Life Insur. Co.; In re New England Mutual Life Insur Company SalesPractices Litigation Manners and Philip A. Levin v. American General Life Insur. Co. ; Moody v. American General Life and Accident Insur. Co. ; Garst v. The Franklin Life Insur. Co. ; Lee v. US Life Corp .; In re Metropolitan Life Insur. Co. Sales Practices Litig. ; Duhaime v. John Hancock Mutual Life Ins. Co.; Benacquisto v. American Express Financial Corporation ; Snell v. Allianz Life Insur. Company of North America ; and Werner v. The Ohio National Life Insur. Co.

Securities Litigation.

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IPO Litigation. In Re: Initial Public Offering Securities Litigation is one of the largest and most significant coordinated securities fraud prosecutions in United States history. In this coordinated action, Seeger Weiss serves on the Plaintiffs' Steering Committee and is Co- Chair of the Plaintiffs' Legal Committee. The lawsuit consists of 310 class actions involving IPOs marketed between 1998 and 2000. The defendants include 310 individual companies and 55 investment bank underwriter, which includes Wall Street's largest and most well-know investment houses. The class actions allege that the IPOs were manipulated by the issuers and investment banks to artificially inflate the market price of the price of the securities of those companies by inducing customers to engage in aftermarket "tie-in" agreements in exchange for IPO allocations. The cases further allege that the investment banks extracted significant undisclosed compensation from their customers in exchange for giving them the IPO allocations. The actions are coordinated before Judge Shira A. Scheindlin in the U.S. District Court for the Southern District of Manhattan. To date, the issuers have entered into a settlement, which was recently approved by Judge Scheindlin, that guarantees at least a $1 billion recovery for class members (separate from any recoveries to be received by them as a result of government or regulatory actions) and, more recently, Judge Scheindlin has ordered that six selected focus cases, among the more than 300 coordinated cases, could proceed as class actions against the underwriter banks charged in those case. In connection with these actions, the firm was instrumental in defeating a recusal motion brought by certain of the underwriter-defendants in 2001, and was the principal author of the electronic data preservation protocol that was entered by Judge Scheindlin in the litigation.

Securities Class Action. The firm holds leadership roles in a variety of national securities class action litigations. For example, Seeger Weiss LLP served as lead counsel in an action against ATEC Group Inc. , in which the firm recovered $1.7 million for the class in the United States District Court for the Eastern District of New York. Additionally, Seeger Weiss LLP serves as lead counsel in an action against The Miix Group, a medical malpractice insurance carrier based in New Jersey, and various of its former and current directors and officers which is pending in the District of New Jersey, and chaired the Executive Committee in a derivative action against Legato Systems, Inc. in California.

The firm also represents or has represented shareholders in a variety of securities litigations, including those against Broadcom Corp. (C.D. Ca.); Cryo-Cell International, Inc. (M.D. Fl.); eConnect, Inc. (C.D. Ca.); FirstEnergy Corp. (N.D. Ohio); officers and directors of Global Crossing (C.D. Ca.); Grand Court Lifestyles, Inc. (D.N.J.), Impath (S.D.N.Y.); Mattel, Inc. (C.D. Ca); New Era of Networks. Inc. (M.D.N.C.); Nuance Communications (N.D. Ca.); Procter & Gamble Co. (S.D. Ohio); Priceline.com (D. Conn.); Quintiles Transnational (D. Colo.); The Singing Machine, Inc. (S.D. Fl.); Terayon, Inc. (C.D. Ca.); and Tesoro Petroleum Corp. (E.D. Tex), among others.

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Nursing Home Litigation.

Seeger Weiss LLP is currently counsel in over two dozen personal injury and wrongful death actions on behalf of victims of severe nursing home abuses and neglect. These cases are pending in various state courts throughout the country and have earned the firm a national reputation in the area of nursing home litigation.

Personal Injury Litigation.

The firm maintains a highly-selective docket of matters involving serious personal injury or wrongful death. Unlike many personal injury practices in which attorneys may handle hundreds of slip and fall matters at a time, the firm's philosophy is to allow its attorneys to concentrate on a smaller number of "high-end" catastrophic injury cases, thereby permitting the highest quality of attention and service available in the field.

Antitrust Litigation.

Seeger Weiss LLP is involved in nationally prominent consumer antitrust litigation. One action, In re Compact Disc Minimum Advertised Price Antitrust Litigation, which was settled favorably in the United States District Court for the District of Maine, sought damages against the wholesale sellers of pre-recorded music sold in the form of compact disc. Plaintiffs alleged that the defendants conspired to artificially inflate the retail prices of compact discs in violation of the Sherman Act.

Other Commercial Litigation.

In addition to its diverse complex litigation practice, Seeger Weiss LLP is engaged in a wide variety of commercial litigation matters representing individuals and businesses in state and federal courts throughout the country. The following are examples of such commercial actions in which the firm is involved:

"StarLink" Litigation. Action completed in the United States District Court for the Northern District of Illinois pursuant to a JPML consolidation order. The JPML order consolidated and transferred to that district numerous putative statewide and nationwide class actions brought in various corn-belt states by the firm and others against Aventis Cropscience USA, the manufacturer of the "StarLink" brand of genetically altered corn. These actions were brought on behalf of certain U.S. corn growers who are seeking to recover for damages to the value of their corn crop resulting from the improper sale and marketing of the StarLink corn. The firm is one of four court-appointed co-lead counsel for the putative classes. In April 2003, Judge James B. Moran gave final approval to a $110,000,000 settlement of the class claims.

• HMO Litigation. The firm is counsel to individual doctor-members of the Connecticut State Medical Society ("CSMS") and the Medical Society of the

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State of New York ("MSSNY") in connection with various putative statewide class actions filed in Connecticut and New York state courts, respectively against several national health management organizations (HMOs). The class members are seeking damages resulting from the defendants' improper, unfair and deceptive practices designed to deny, impede or delay lawful reimbursement to CSMS and MSSNY physicians who rendered necessary healthcare services to members of the HMO managed care plans.

Automobile Dealership Warranty Litigation: The firm represents dozens of franchised automobile dealerships located throughout New York State in separate actions against the "Big Three" automobile manufacturers - Ford, General Motors, and DaimlerChrysler. These actions are pending in federal court in New York and are based on the manufacturers' failure to comply with the New York State Vehicle & Traffic Law § 465. These actions assert claims that in violation of New York State statute and the franchise agreement that governs the relationship between the dealerships and the factories, the manufacturers have failed to adequately reimburse the dealerships for parts used in performing repairs pursuant to the manufacturers' warranties. In addition to the three federal court actions, the firm also represents close to a dozen franchised Chrysler dealerships in arbitrations pending before the American Arbitration Associations asserting the same claims.

• Factory Hog and Poultry Farm Environmental Litigation . The firm is involved in the prosecution of various environmental and common law claims against several of the nation's largest industrial hog and poultry farm operators. These cases, pending in several jurisdictions throughout the country, were brought on behalf of public citizens, riparian property owners and other residents in the vicinity of factory hog and poultry farms who have suffered from environmental and atmospheric degredation caused by the illegal discharge of harmful toxins and other pollutants contained in the enormous quantities of hog and poultry feces and other wastes produced by the industrial farmer defendants. The firm serves as co- lead counsel in several of these actions. For example, the Firm serves as court- appointed Co-Lead Counsel in an action pending in the state District Court of Mayes County, Oklahoma pertaining to environmental damages to the Grand Lake O'Cherokees caused by the disposal of massive quantities of chicken litter by the operations of various major poultry integrators and their contract growers. In that action, the Firm represents two classes of littoral property owners around the 44,000-acre lake. In 2003, the Firm completed a three-day class certification evidentiary hearing, which resulted in the certification of two separate classes - one for injunctive relief and the other for monetary damages - under Oklahoma's class action statute. Okla. Stat. tit. 12, § 2023(B)(2) and (B)(3).

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SEEEGER WEISS LLP Selected Attorney Biographies

PARTNERS

CHRISTOPHER A. SEEGER. Position: Member. Born New York, N.Y., April 14, 1960. Admitted: 1990, New Jersey; 1991, New York; 1992, U.S. District Court, Southern District of New York and U.S. District Court, District of New Jersey; 2000, U.S. District Court, Eastern District of New York. Education: Hunter College of the City University of New York (B.A., summa cum laude, 1987); Benjamin N. Cardozo School of Law (J.D., magna cum laude, 1990). Honors: Managing Editor, Benjamin N. Cardozo Law Review. Author: "The Fixed Price Preemptive Right in the Community Land Trust Lease," 11 Cardozo Law Review 471, 1990; "Developing Assisted Living Facilities," New York Real Estate Law Reporter, Volume XII, Number 10, August 1998. Lecturer, "The Use of ADR in Class Actions and Mass Torts," New York University School of Continuing and Professional Studies, October 13, 2000. Member: Board of Advisors, New York Real Estate Law Reporter; Annual Fund Committee, 1999 --. Director: American Friends of Rabin Medical Center, Inc.; Benjamin N. Cardozo School of Law, 1999-2000. Co-Chair, Cardozo Law School Alumni Annual Fund, 1998-2000. Member: The Association of the Bar of the City of New York; New Jersey State Bar Association. Practice Areas: Consumer Fraud; Products Liability; Antitrust; Insurance; Class Actions; Mass Torts.

STEPHEN A. WEISS. Position: Member. Born New York, N.Y., December 5, 1964. Admitted: 1991, New York and U.S. District Court, Southern and Eastern Districts of New York. Education: Brandeis University (B.A., 1986); Benjamin N. Cardozo School of Law (J.D., 1990). Honors: Business Editor, Cardozo Law Review, 1989-1990. Author: "Environmental Liability Disclosure Under the Federal Securities Law," Law Education Institute, Inc., 1998; "Liability Issues and Recent Case Law Developments Under CERCLA, New Environmental Issues of Liabilities of Government Agencies & Government Contractors," Federal Publications, Inc., Chapter 4, 1995; "New York Proposes Legislation to Restrict Shareholder Derivative Suits," Insights, Vol. 8, No. 3, p. 24, 1994; "Suretyship as Adequate Protection Under Section 361 of the Bankruptcy Code," Cardozo Law Review, Vol. 12, p. 285, 1990. Director, Benjamin N. Cardozo School of Law, Yeshiva University, 1999-current; Chair, Capital Campaign Committee, 1999-current, Co-Chair, Alumni Annual Fund, 1998-2000. Awards: International Humanitarian Achievement Award, Shaare Zedek Medical Center, 2002. Member: Association of Trial Lawyers of America; American Bar Association. Practice Areas: Complex Litigation, including Antitrust, Consumer, Employment, Environmental, Insurance, Products Liability, Pharmaceutical and Securities Litigation.

DAVID R. BUCHANAN. Position: Member. Born July 19, 1967. Admitted: 1993, New Jersey and U.S. District Court, District of New Jersey; 1994, New York and U.S. District Court, Southern District of New York; 1999, U.S. District Court, Eastern District of New York. Education: University of Delaware (B.S., 1990); Benjamin N. Cardozo Law School (J.D., magna cum laude, 1993). Honors: Samuel Belkin Scholar, 1993.

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Member, 1991-1993 and Administrative Editor, 1992-1993, Cardozo Law Review. Member: American Bar Association (Member, Sections on: Litigation; Intellectual Property). Practice Areas: Complex and Mass Tort Litigation, including Antitrust, Consumer, Environmental, Insurance, Intellectual Property, Pharmaceutical, Products Liability, and Securities Litigation.

DIOGENES P. KEKATOS. Position: Member. Born New York, New York, November 29, 1958. Admitted: New York 1984; U.S. District Court, Southern and Eastern Districts of New York, 1984; U.S. Court of Appeals for the Second Circuit, 1985; U.S. Supreme Court, 1987. Education: Columbia College, Columbia University (B.A., 1980); Brooklyn Law School (J.D., 1983). Experience: Associate, 1983-84, Meltzer, Fishman, Madigan & Campbell; Assistant Regional Counsel, 1984-86, U.S. Department of Health and Human Services; Special Assistant United States Attorney, 1986-88, Southern District of New York; Assistant United States Attorney, 1988-2000, Southern District of New York; Chief, Financial Litigation Unit, 1988-90 and Chief, Immigration Unit, 1990-2000. Has argued some 130 appeals and motions in U.S. Court of Appeals for the Second Circuit, including successful en banc rehearing. Has argued numerous cases resulting in published opinions. Practice Areas: Federal Civil Litigation; Complex Litigation; Federal Appellate Litigation.

ERIC T. CHAFFIN. Position: Member. Born East Liverpool, Ohio, August 11, 1971. Admitted: 1996, Pennsylvania; 1997, W.D. Pa.; 1997, 3d Cir. Ct. of Appeals; 2002, 2"d Cir. Ct. of Appeals; Admission to New York bar pending. Education: West Virginia University (B.A., Phi Beta Kappa, summa cum laude, Arts & Sciences Scholar, University Honors Scholar, 1993); Washington & Lee University School of Law (J.D., cum laude, 1996). Honors: Chairman, Moot Court Board; Staff Writer, Washington and Lee Environmental Law Digest; Best Brief and Runner-Up, Best Oral Advocate, Davis Moot Court Competition; Charles V. Laughlin Award. Author: "Higher Education Law: The Relationship With The Faculty," in THE LAW OF HIGHER EDUCATION (Pa. Bar. Inst. 1997); "Review of Third Circuit Antitrust Cases (May 1993-May 1995)," in 1001 ANTITRUST CHALLENGES IN THE 90'S: ENFORCEMENT REACHES NEW HEIGHTS 200 (Pa. Bar. Inst. 1995). Teaching: Adjunct Clinical Professor of Law, Brooklyn Law School. Experience: Reed Smith LLP, 1996-1999; Law Clerk to the Honorable D. Brooks Smith, U.S. District Court, Western District of Pennsylvania, 1997; Assistant U.S. Attorney, Business/ Securities Fraud Unit, 1999-2003. Notable Trials and Cases: Skidmore v. Duquesne Light Co. , (W.D.Pa.) (successful defense of ADEA action to verdict); U.S. v. Arbel , 01-CR-917 (EDNY) (ILG) (lead trial counsel in successful 10(b)(5) securities fraud prosecution); U.S. v. Asti, 03-CR-283 (EDNY) (LDW) (investigated and prosecuted accounting and securities fraud at Symbol Technologies, Inc.); U. S. v. Cuero- Flores , 276 F.3d 113 (2d Cir. 2002) (argued and on brief). Profiled in "Case Reveals The Meaning of Life," National Law Journal, September 6, 1999. Practice Areas: Securities and Employment Litigation.

MOSHE HORN. Position: Member. Admitted: New York, New Jersey. Education: George Washington University (B.A., 1989); Benjamin N. Cardozo School of Law (1993). Assistant District Attorney, New York County, 1993-2002 (held

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numerous supervisory positions and tried 50 jury cases); Senior Associate, Kaye Scholer LLP, 2002-2004.

COUNSEL

MICHAEL L. ROSENBERG. Position: Counsel. Born New York, New York May 25, 1964. Admitted: New Jersey 1989; U.S. District Court, District of New Jersey 1989; New York 1990. Education: Rutgers-Camden School of Law (J.D., 1989), University of Delaware (B.A. 1986). Practice Areas: Complex and Insurance Litigation.

MARC S. ALBERT. Position: Counsel. Born Commack, New York, September 25, 1970. Admitted: 1996, New York and U.S. District Court, Southern and Eastern Districts of New York Education: University of Wisconsin-Madison (B.A., 1992); New York Law School (J.D., 1995). Member: New York State Trial Lawyers Association. Practice Areas: Catastrophic Personal Injury and Medical Malpractice Litigation.

DONALD R. BRADFORD. Position: Counsel. Born Guymon, Oklahoma, January 3, 1945; admitted to bar, 1974, Oklahoma; U.S. Court of Appeals, Fifth and Tenth Circuits; 1996, U.S. Tax Court; registered to practice before the U.S. Patent and Trademark Office. (Not admitted in New York). Education: University of Texas (B.S.E.E., 1967); University of Tulsa College of Law (J.D., 1974). Member, Order of the Curule Chair. Member, Tulsa Law Journal, 1973-1974. Law Clerk to Hon. Joseph W. Morris, Chief Judge, U.S. District Court, Eastern District of Oklahoma, 1974-1976. Member: Tulsa County (Chairman, Mineral Law Section, 1991-1992) and Oklahoma Bar Associations.

ASSOCIATES

PATRICIA D. CODEY. Position: Associate. Born Orange, New Jersey, November 8, 1955. Admitted: 1989 New Jersey; U.S. District Court, District of New Jersey. Education: College of Saint Elizabeth (B.A., 1977); City University of New York Law School (J.D. 1988). Experience: Law Clerk to the Honorable Michael J. Degnan, 1988- 89.

DONALD A. ECKLUND. Position: Associate. Born Bronx, New York, December 23, 1975. Admitted: New Jersey, 2001; New York, 2003; U.S. District Court, District of New Jersey, 2001. Education: Rutgers University (B.S. 1998); Rutgers-Newark School of Law (J.D., 2001). Experience: Law Clerk to Judge Joseph Messina, New Jersey Superior Court, Presiding Judge - Chancery Division, 2001-2002; Law Clerk to Judge Marina Corodemus, New Jersey Superior Court, Mass Tort of New Jersey, 2003-2004.

MICHAEL S. FARKAS. Position: Associate. Born Philadelphia, PA, May 13, 1976. Admitted: New York, New Jersey, 2001. Education: University of Virginia (B.S. 1998); Benjamin N. Cardozo Law School (J.D., cum laude, 2001). Honors: Cardozo Law Review, 1999-2000; Heyman Scholar, 1998-2001.

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JEFFREY S. GRAND. Position: Associate . Born Tallahassee , Florida, January 15, 1966. Admitted: 2003 , New York and U.S. District Court, Southern and Eastern Districts of New York. Education : New York School of Visual Arts (B.F.A., 1990); Benjamin N. Cardozo School of Law (J.D., Order of the Coif, 2002). Honors: Felix Frankfurter Award; Executive Editor, Cardozo Law Review, 2001 -02; Treasurer, Cardozo Chapter of the American Constitution Society . Author: "The Blooding of America : Privacy and the DNA Dragnet," 23 Cardozo Law Review 2277 (2002). Member: American Bar Association; New York State Bar Association.

ROOPAL P. LUHANA. Position: Associate. Born Ahmedabad, India, April 23, 1976. Admitted : New Jersey, District of New Jersey, 2001 . Education: Rutgers University, Douglass College (B.A., 1998); Seton Hall University School of Law (J.D., 2001). Experience : Law Clerk to Judge Marina Corodemus, New Jersey Superior Court, Mass Tort of New Jersey, 2002-2003.

LAURENCE V. NASSIF . Position: Associate . Born Los Angeles, California , July 11, 1972. Admitted: New York, 2000; New Jersey 1999. Education: California State University , Northridge (B.A., 1995 ); Benjamin N. Cardozo School of Law (J.D., 1998).

JAMES A..O'BRIEN 11II. Position : Associate . Born Boston, Massachusetts, December 11, 1961. Admitted: New York, 2000; Massachusetts, 1988; U.S. District Court, District of Massachusetts, 1991. Education: University of Massachusetts at Amherst (B.A., 1984); New England School of Law (J.D., 1988). Experience : Attorney Advisor, U.S. Department of Labor, 1988-89; Assistant District Counsel, U.S. Immigration and Naturalization Service, 1990; Special Assistant United States Attorney, 1990-2001 , Southern District of New York. Practice Areas: Federal Civil Litigation; Federal Appellate Litigation.

MELISSA STEWART-HAYNES . Position: Associate. Born Freeport Texas, December 5, 1968. Admitted: New York, 2004. Experience : Associate, Milberg Weiss Bershad & Schulman LLP, 2003-2005 ; Law Clerk to the Honorable Edward C. Prado, U.S. District Court, Western District of Texas and U.S. Court of Appeals for the Fifth Circuit, 2002-2003 . Education : University of Texas at Austin (B.A., 1992; M.S. in Community & Regional Planning, 1998); Benjamin N. Cardozo School of Law (J.D., 2002). Executive Editor, Cardozo Journal of International and Comparative Law, 2001- 2002.

ELIZABETH A. WALL. Position: Associate. Born New York, New York, February 2, 1968. Admitted: 1996, New Jersey, New York and U.S. District Court, District of New Jersey. Education: Haverford College (B.A., 1990); Cornell University (J.D., 1995).

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Exhibit D 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 2 of 20

1 MILBERG WEISS BERSHAD & SCHULMAN LLP 2 JEFF S. WESTERMAN (94559) CHERYL A. WILLIAMS (193532) 3 MICHIYO MICHELLE FURUKAWA (234121) One California Plaza 4 300 South Grand Avenue, Suite 3900 Los Angeles, CA 90071 5 Telephone: (213) 617-1200 Facsimile: (213) 617-1975 6 Lead Counsel for Plaintiffs 7 GIRARD GIBBS LLP 8 DANIEL C. GIRARD (SBN 114826) A. J. De BARTOLOMEO (SBN 136502) 9 JONATHAN K. LEVINE (SBN 220289) AARON M. SHEANIN (ISBN 214472) 10 601 California Street, 14t Floor San Francisco, CA 94108 11 Telephone: (415) 981-4800 Facsimile: (415) 981-4846 12 Liaison Counsel for Plaintiffs 13 UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT OF CALIFORNIA 15 SAN FRANCISCO DIVISION 16 In re ) Master File No. C-04-2297 SC 17 OMNIVISION TECHNOLOGIES, INC., ) CLASS ACTION 18 DECLARATION OF 19 This Document Relates To: A. J. De BARTOLOMEO IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES 20 CASE NOS. 04-2297-SC; 04-2298-SC; 04- AND EXPENSES FILED ON BEHALF OF 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- GIRARD GIBBS LLP 21 SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; 04-2525-SC; 04-2570-SC; and 04-4350-SC 22

De BARTOLOMEO DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES (Case No. C-04-2297 SC 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 3 of 20

1 I, A. J. De Bartolomeo, hereby declare as follows:

2 I am a partner in the law firm of Girard Gibbs LLP. I submit this declaration in support of

3 I my firm 's application for an award of attorneys ' fees in connection with services rendered in this

4 I case, as well as the reimbursement of expenses incurred by my firm in connection with this 5 litigation.

6 2. Pursuant to this Court's September 24, 2004 Order, my firm acted as Liaison Counsel

7 in this class action. The tasks undertaken by my firm can be summarized as follows: Coordinating

8 communications between the Court and Lead Counsel, fact and client investigation, preparation,

9 filing and service ofthe complaint, motions and other papers, conducting document review, analysis,

10 and depositions, and assisting Lead Counsel in legal strategies and other matters as delegated.

11 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the

12 amount of time spent by the partners, attorneys and professional support staff ofmy firm who were

13 involved in this litigation, and the lodestar calculation based on my firm's current billing rates. For

14 personnel who are no longer employed by our firm, the lodestar calculation is based upon the billing

15 rates for such personnel in his or her final year of employment by our firm. The schedule was

16 prepared from contemporaneous, daily time records regularly prepared and maintained by my firm,

17 which are available at the request ofthe Court. Time expended in preparing this application for fees

18 and reimbursement of expenses has not been included in this request.

19 4. The hourly rates for the partners, attorneys and professional support staff in my firm

20 I included in Exhibit 1 are the same as the regular current rates charged for their services in non-

21 contingent matters and/or which have been accepted and approved in other securities or shareholder

22 litigation.

23 5. The total number of hours expended on this litigation by my firm is 122.35 hours.

24 The total lodestar for my firm is $48,721 , consisting of $47,713 for attorneys' time and $1 ,008 for

25 professional support staff time.

26 6. My firm' s lodestar figures are based upon the firm 's billing rates, which rates do not

27 include charges for expense items. Expense items are billed separately and such charges are not

28 duplicated in my firm's billing rates.

De BARTOLOMEO DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES CASE NO. C-04-04362 MJJ -1- ase 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 4 of 20

1 7. As detailed in Exhibit 2, my firm has incurred a total of $5,568.27 in un-reimbursed

2 expenses in connection with the prosecution of this litigation.

3 8. The expenses incurred in this action are reflected on the books and records of my

4 firm. These books and records are prepared from expense vouchers, check records and other source

5 materials and represent an accurate recordation of the expenses incurred.

6 9. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is a

7 brief biography ofmy firm and attorneys in my firm who were principally involved in this litigation. 8

9 I declare under penalty of perjury that the foregoing is true and correct. Executed this 4th

10 day of January, 2007, at San Francisco, California.

12 J. De Bartolo-^W 13

15 16

17 18 19 20

22 23

26 27

De BARTOLOMEO DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES - 2 - CASE NO. C-04-04362 MJJ Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 5 of 20

EXHIBIT 1

IN RE OMNIVISION TECHNOLOGIES, INC.

GIRARD GIBBS LLP

TIME REPORT - Inception through January 4, 2007

Name Total Hours Hourly Rate Total Lodestar

PARTNERS: A. J. De Bartolomeo 13.30 $490.00 $6,517.00 Aaron M. Sheanin 45.75 $460.00 $21,045.00 Daniel C. Girard 5.10 $590.00 $3,009.00 Jonathan K. Levine 7.50 $480.00 $3,600.00

ATTORNEYS: Allison L. Ehlert 12.30 $340.00 $4,182.00 Lindy K. Lucero 31.20 $300.00 $9,360.00

PROFESSIONAL SUPPORT STAFF: Melissa De Bartolomeo 7.20 $140.00 $1,008.00

TOTAL LODESTAR: 122.35 $48,721.00

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EXHIBIT 2

IN RE OMNIVISION TECHNOLOGIES, INC.

GIRARD GIBBS LLP

EXPENSE REPORT - Inception through January 4, 2007

Categories : Amount Photocopies/Reproduction $2,049.00 Postage/Notice Costs $910.25 Telephone $7.97 Messengers/Express Services $578.50 Filing/Witness Fees $300.00 Court Reporters/Transcript/Video $946.48 Lexis/Westlaw/Legal Research $6.72 Meals, Hotels & Transportation $763.35 Facsimile Charges $6.00 TOTAL EXPENSES: $5,568.27

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EXHIBIT 3 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 8 of 20

G IRARD GIBES LLP

Attorneys at law 601 California Street, 14th Floor I San Francisco, CA 94 1 08-28 1 9 Tel: 415.981-4800 f Fax: 415-981,4846 f w w girardgibbs_com

FIRM RESUME

Girard Gibbs LLP specializes in class action and business litigation. Founded in 1995, the firm represents clients throughout the United States in complex securities, antitrust, product liability, and consumer protection actions. The firm specializes in representing and counseling institutional investors in securities and derivative litigation and has represented or advised some of the largest institutional investors in the United States. Girard Gibbs currently is prosecuting securities actions on behalf of the California State Teachers' Retirement System, Allianz of America, Inc., Fireman's Fund Insurance Company, Jefferson Life Insurance Company and Preferred Life Insurance Company. The firm previously has served as outside counsel to the California Public Employees Retirement System (Ca1PERS), the Kansas Public Employees Retirement System, the State of Wisconsin Investment Board, the Louisiana Teachers' Retirement System, the Louisiana State Employees Retirement System, and the Los Angeles County Employees Retirement Association.

The firm's partners are experienced in all aspects of class action practice and complex securities and business litigation. Girard Gibbs seeks to apply its experience as plaintiffs' attorneys to manage and resolve civil litigation effectively on behalf of all the firm's clients. The firm also provides consulting and preventive counseling services to corporate clients and professionals on a variety of legal issues.

PARTNERS

Daniel C. Girard has served as court-appointed lead counsel, class counsel and liaison counsel in class action proceedings throughout the United States. He has prosecuted over 50 class action matters successfully, including cases in the fields of securities, corporate governance, partnership, antitrust, civil rights, telecommunications, anti-racketeering, unfair competition, false advertising, computer fraud, credit repair, truth-in-lending, and multi-level marketing. Some of the cases in which Mr. Girard served in a leadership role include the Prison Realty Securities Litigation, where as co-lead counsel he obtained one of the largest securities settlements on record ($134 million), the Di egx Litigation, where he was counsel to the Kansas Public Employees Retirement System, and helped obtain one of the largest class action settlements in Delaware Chancery Court ($165 million in cash and stock, and non-cash benefits valued at $450 million), the In re i2 Technologies Securities Litigation, where he was again counsel to the Kansas Public Employees Retirement System and obtained a settlement of $88 million in cash, and the MCI Non-Subscriber Rates Litigation, where as lead counsel he obtained the largest settlement ever achieved in a telecommunications class action ($90 million). Mr. Girard also served as the lead attorney for San Francisco's Chinese American schoolchildren in Ho v. San Francisco Unified School District. The Ho litigation settled on the first day of trial when the SFUSD agreed to a comprehensive injunction prohibiting the Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 9 of 20

unlawful use of race and ethnicity in San Francisco public school admissions. The Ho litigation was widely followed, and has been discussed in a number of law review articles.

Mr. Girard currently represents Allianz of America, Inc., Fireman's Fund and other large private institutional investors in litigation against Grant Thornton and other defendants arising out of their investments in Winstar Communications, Inc. He represents the California State Teachers Retirement System in litigation against Qwest Communications, Inc. and outside auditor Arthur Andersen. Mr. Girard is co-lead counsel in the In re American Express Financial Advisors Securities Litiagtion, which has tentatively settled for more than $100 million. He serves in a leadership capacity in Natural Gas Antitrust Cases I, II, III and IV, antitrust litigation against numerous natural gas companies for manipulating the market for natural gas in California. Mr. Girard also is prosecuting several class actions on behalf of consumers nationwide.

Mr. Girard was appointed to the Judicial Conference Advisory Committee on Civil Rules, beginning October 1, 2004. Mr. Girard is a member of the American Law Institute. He is past Chair of the American Bar Association Business Law Section Subcommittee on Class Actions, Co-Chair of the Business and Corporate Litigation Committee's Task Force on Litigation Reform and Rule Revision, and Vice-Chair of the Business and Corporate Litigation Committee. He is also a member of the National Association of Public Pension Attorneys, the International Corporate Governance Network and the Council of Institutional Investors. Mr. Girard serves as Chair of the Board of Trustees of the St. Matthew's Episcopal Day School in San Mateo, California. He has been a volunteer conservation easement monitor for the Peninsula Open Space Trust since 1991.

Mr. Girard was a partner at Lieff, Cabraser, Heimann & Bernstein LLP from 1988 to 1994. He was an associate with Brobeck, Phleger & Harrison from 1984 to 1987, specializing in securities and corporate law. Mr. Girard is a 1984 graduate of the School of Law, University of California at Davis where served as an editor of the Law Review. He received his undergraduate degree from Cornell University in 1979. Mr. Girard is admitted to the California Bar. He also is admitted to practice before the United States Supreme Court, the United States Courts of Appeals for the Fifth and Ninth Circuits, as well as the United States District Courts for the District of Colorado and the Northern, Eastern, Central and Southern Districts of California.

Eric H. Gibbs has served as court-appointed lead counsel, class counsel and liaison counsel in numerous consumer class actions throughout the United States. He has prosecuted over 25 consumer class action matters successfully, including cases involving telecommunications, credit cards, unfair competition, false advertising, truth-in-lending, product liability and credit repair. For instance, as Court appointed co-lead class counsel, Mr. Gibbs negotiated a favorable settlement for a large class of people who purchased an Apple iPod and experienced battery problems. See In Re Ipod Cases, JCCP No. 4335 (San Mateo County, California). In approving the settlement, the Court found the class was represented by "extremely well qualified" counsel who negotiated "a significant and substantial benefit to the class members as a result of the settlement of this case." Mr. Gibbs also served in a leadership role in Fantauzzo v. Razor, a class action resulting in, among other things, the recall of potentially defective electric scooters, and Roy v. Hyundai Motor America, where the parties have agreed to a class action settlement that addresses allegedly defective air-bags in 2 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 10 of 20

passenger vehicles. Other consumer class actions in which Mr. Gibbs acted in a leadership role that resulted in favorable settlements for class members include, Mitchell v. American Fair Credit Association and Mitchell v. Bankfirst, N.A. , which generated one of the largest settlements in the United States under the credit services laws (over $40 million), Providian Credit Card Cases, which resulted in one of the largest class action recoveries in the United States arising out of consumer credit card litigation ($105 million), and In re LookSmart Litigation, a nationwide class action settlement providing cash and benefits valued at approximately $20 million.

Mr. Gibbs currently serves as lead counsel in the following matters, among others: In Re Girls Gone Wild Litigation, Case No. BC296675, Los Angeles County, California (certified class of more than 1 million people); Gutzler v. General Motors , Case No. 03CV208786, Jackson County, Missouri (certified class); Paul v. HCI Direct, RG03091369, Alameda County, California (certified class); Brodhead v. Fleetwood Enterprises, CV-05- 04560-DT, Central District of California; In re General Motors Corp. DexCool Vehicle Coolant Litiagtion, MDL No. 1562, pending in the USDC, Southern District of Illinois; and In Re Hyundai and Kia Horsepower Litiagtion, Case No. 020000287, Orange County, California.

Mr. Gibbs is a 1995 graduate of the Seattle University School of Law. He received his undergraduate degree from San Francisco State University in 1991. Before joining Girard Gibbs, he worked for two years as a law clerk for the Consumer Protection Division of the Washington Attorney General's Office. Mr. Gibbs has lectured on consumer class actions, including for the Consumer Rights Section of the San Francisco Bar Association, where he acted as a featured speaker concerning, "Successfully Obtaining Attorneys' Fees Under Fee- Shifting Statutes." Mr. Gibbs is scheduled as a featured speaker concerning consumer class actions throughout 2006. He is a member of the American Bar Association, the Association of Trial Lawyers of America, the National Association of Consumer Advocates, the Consumer Attorneys of California, and the Alameda County Bar Association. Mr. Gibbs is admitted to the California Bar. He also is admitted to practice before the United States Court of Appeals for the Ninth Circuit, as well as the United States District Courts for the District of Colorado and the Northern, Eastern, Central and Southern Districts of California.

A. J. De Bartolomeo has extensive experience in complex litigation, including the prosecution and defense of class actions arising under the securities, communications, consumer protection and copyright laws. Ms. De Bartolomeo currently serves as co-lead counsel representing the California State Teachers Retirement System in securities litigation against Qwest Communications, Inc., its former officers and directors, and outside auditor Arthur Andersen, involving one of the largest and most pervasive corporate financial frauds in United States history in Ca1STRS v. Owest Communications, et al., pending in California Superior Court for the County of San Francisco. She served as counsel for the State of New Jersey in a securities fraud matter against Gemstar - TV Guide and two of its former officers in State of New Jersey v. Gemstar. She also currently serves as co-lead counsel in the Literary Works in Electronic Databases Litigation, in which the United States District Court for the Southern District of New York recently granted final approval to what is believed to be the largest copyright class action settlement in history ($18 million). Ms. De Bartolomeo has extensive experience in the negotiation and administration of class action settlements, including the $90 million settlement in MCI Non-Subscriber Rates Litigation. She has also Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 11 of 20

worked in the securities industry from 1982-1985, as an assistant trader at Tucker, Anthony & R.L. Day (now known as RBC Dain Rauscher).

Ms. De Bartolomeo is a member of the American Bar Association Sections on Litigation, Business Law and Communications. She is also a member of the National Association of Public Pension Attorneys, where she is an active participant in the Task Force on Securities Litigation and Damage Calculation and has contributed to the Task Force publications. She is also a member of the American Trial Lawyers Association, the Council of Institutional Investors and the National Association of State Retirement Administrators.

Ms. De Bartolomeo is a 1988 graduate of the University of California, Hastings College of the Law. She received her undergraduate degree from Fairfield University in 1982, and a General Course degree in Economics from the University of London, London School of Economics and Political Science in 1981. Before joining Girard Gibbs, Ms. De Bartolomeo was an associate with Robins Kaplan Miller & Ciresi. She is admitted to the California Bar. She also is admitted to practice before the United States Supreme Court, the United States Courts of Appeals for the First, Second and Ninth Circuits, as well as the United States District Courts for the District of Michigan, the Southern District of Texas, and the Northern, Eastern, Central and Southern Districts of California.

Jonathan K. Levine has extensive experience prosecuting complex securities fraud, accounting fraud and class action litigation. He has served and is serving as court-appointed class counsel, lead counsel and liaison counsel in numerous complex class actions in federal courts throughout the United States and in state courts in California. Mr. Levine has prosecuted over 20 securities fraud actions successfully, including cases of complex accounting fraud involving Arthur Andersen, Ernst & Young, KPMG Peat Marwick, Deloitte & Touche, Price Waterhouse and Grant Thornton. Some of the cases in which Mr. Levine served in a leadership role include Rosen v. Macromedia, Inc. , where as co-lead counsel he obtained a $48 million securities class action settlement in California state court, In re Gupta Corporation Securities Litigation, where as co-lead counsel he obtained a $15 million settlement, Provenz v. Miller, where as co-lead counsel he obtained a $15 million securities class action settlement, and Providian Credit Card Cases, where as co-lead counsel he obtained a class action settlement of $105 million, one of the largest class action recoveries in the United States arising out of consumer credit card litigation.

Mr. Levine currently represents Allianz of America, Inc., Fireman's Fund and other large private institutional investors in federal securities litigation against Grant Thornton and other defendants arising out of their investments in Winstar Communications, Inc. He is court-appointed co-lead counsel in the In re American Express Financial Advisors Securities Litigation , which has tentatively settled for more than $100 million, and the AOL Spin-Off Accounts Billing Litigation, which settled for more than $25 million. He also is serving as lead counsel in Paul v. HCI Direct, Inc. , Broadhead v. Fleetwood Enterprises, Inc. and Bowen v. Whirlpool Corporation.

Mr. Levine is the author of "E-Mail and Voice Mail Discovery Issues," Glasser LegalWorks (1998), "Discovery Techniques in Commercial Litigation and Recent Developments In the Rules of Discovery," American Trial Lawyers Association (1991), and the co-author of "The Business Judgment Rule and Derivative Actions," Practicing Law 4 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 12 of 20

Institute (1989). He has lectured on securities litigation under the Private Securities Litigation Reform Act of 1995, consumer fraud and predatory lending litigation, and computer discovery and electronic data retention risk control. Mr. Levine was recently appointed as a member of the Committee on Federal Courts of the State Bar of California. He is the past chair of the American Bar Association Litigation Section Subcommittee on Officers and Directors Liability. He also currently serves as Chairman of the Piedmont Planning Commission.

For nine years prior to joining Girard Gibbs, Mr. Levine was a partner at the New York law firm of Kaplan Fox & Kilsheimer LLP, where he specialized in securities fraud, accounting fraud and consumer class action litigation. Mr. Levine is a 1988 graduate of Fordham University School of Law. He received his undergraduate degree from Columbia University in 1985. Mr. Levine is a member of the California State Bar Association, New York State Bar Association, Connecticut Bar Association, American Bar Association, the Association of Business Trial Lawyers - Northern California, and the Association of Trial Lawyers of America. He is admitted to the New York, Connecticut and California Bars. He also is admitted to practice before the United States Supreme Court, the United States Courts of Appeals for the Second, Fourth, Ninth and Eleventh Circuits, as well as the United States District Courts for the Southern and Eastern Districts of New York, the Northern District of Texas, and the Northern, Central, Eastern and Southern Districts of California.

Elizabeth C. Pritzker has extensive experience in complex litigation matters, including the prosecution of consumer, product liability, and securities class actions. She also represents journalists, print and broadcast media, and not-for-profit organizations in First Amendment-related litigation.

Ms. Pritzker currently serves as co-lead counsel in securities fraud litigation brought on behalf of the California State Teachers Retirement System against Qwest Communications, Inc., its former officers and directors, and outside auditor Arthur Andersen, Ca1STRS v. Owest Communications et al., San Francisco Superior Court Case No. 415566. She also serves in a leadership capacity in Natural Gas Antitrust Cases I, II, III and IV, antitrust litigation against numerous natural gas companies for manipulating the market for natural gas in California. Ms. Pritzker was co-lead counsel in coordinated consumer class action litigation against Apple Computer, Inc., In Re iPod Cases, which resulted in a settlement of over $60 million.

In 1992, Ms. Pritzker co-founded the First Amendment Project, a nonprofit, public interest law firm devoted exclusively to First Amendment-related litigation. From 1992 to 1999, she served as the Project's Executive Director and chief staff attorney. Over her seven- year tenure, she successfully litigated matters involving defamation law, copyright and trademark enforcement, licensing, privacy law, Internet law, and enforcement of state and federal right-to-know laws. In 2000, Ms. Pritzker was honored by the Society of Professional Journalists with the prestigious James Madison Freedom of Information Award for her legal work on behalf ofjournalists and media.

For three years prior to joining Girard Gibbs, Ms. Pritzker was a principal at the law firm of Cotchett, Pitre, Simon & McCarthy, where she specialized in consumer fraud, product liability, securities, construction fraud, and First Amendment-related litigation. Ms. Pritzker has served as a Lecturer in Mass Communications Law in the Department of Journalism at San Francisco State University. She formerly served as a Supervising Attorney in the Civil 5 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 13 of 20

Law and Motion Departments of the Alameda County Superior Court, and as a judicial extern to Judge Marilyn Hall Patel of the United States District Court for the Northern District of California. Ms. Pritzker is a frequent speaker on civil litigation matters, including discovery, pre-trial and class action procedures, for the Continuing Education of the Bar, the State Bar of California, and other professional attorney groups. Ms. Pritzker is a Board Member for the Legal Aid Society of San Mateo County.

Ms. Pritzker is a 1989 graduate of the University of San Francisco School of Law. She received her undergraduate degree in Economics from McGill University in 1983. Ms. Pritzker is a member of the Association of Trial Lawyers of America, National Association of Consumer Advocates, Trial Lawyers for Public Justice, California Women Lawyers, Consumer Attorneys of California, the Bar Association of San Francisco, the San Mateo Bar Association, and the Alameda County Bar Association. Ms. Pritzker is admitted to the California Bar. She also is admitted to practice before the United States Supreme Court, the United State Court of Appeals for Ninth Circuit, as well as the United States District Courts for the District of Colorado and the Northern, Central, Southern, and Eastern Districts of California.

Aaron M. Sheanin has extensive experience in complex litigation matters, including the prosecution of securities fraud and corporate governance cases on behalf of individual and institutional investors, as well as antitrust and complex consumer actions. He also advises several state pension funds and private institutional investors with respect to securities matters. Mr. Sheanin currently serves as lead counsel in Everett v. MCI, Inc. , a nationwide class action challenging MCI's practice of assessing long distance telephone service charges to non-customers, pending in the United States District Court for the District of Arizona. He serves as co-chair of the Discovery Committee in Natural Gas Antitrust Cases I, II, III and IV, antitrust litigation against numerous natural gas companies for manipulating the California natural gas market, which has achieved settlements of $92 million to date.

Mr. Sheanin is a 1999 graduate of Columbia University School of Law, where he was a James Kent Scholar and a Harlan Fiske Stone Scholar. He received his undergraduate degree from the University of California at Berkeley in 1993, where he was elected to Phi Beta Kappa. Mr. Sheanin is a member of the American Bar Association and the San Francisco Bar Association. He has presented before the American Bar Association's Task Force on Contingent Fees (Tort Trial and Insurance Practice Section), and is a contributing author to "California Class Actions Practice and Procedure" (Matthew Bender, 1St Ed. 2003). From 1999 to 2001, Mr. Sheanin was a Pro Se law clerk for the United States Court of Appeals for the Second Circuit. Prior to joining Girard Gibbs, Mr. Sheanin was an associate with Lieff, Cabraser, Heimann & Bernstein LLP, where he had extensive experience prosecuting class action cases involving consumer protection, product defect and employment discrimination. In the summer of 1997, he was a judicial extern to the Honorable Barrington D. Parker, Jr. of the United States District Court, Southern District of New York. He is admitted to the New York, New Jersey and California Bars. He also is admitted to practice before the United States Court of Appeals for the Ninth Circuit, as well as the United States District Courts for the Northern, Central, Eastern and Southern Districts of California.

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ASSOCIATES

Christina H. Connolly is a 2006 graduate, cum laude, of the University of California, Hastings College of Law, where she was the recipient of the Thurston Society, Best Oral Advocate Award. She received her undergraduate degree, magna cum laude , from Brown University in 1997. Ms. Connolly was a summer 2005 extern for the Honorable Phyllis J. Hamilton of the United States District Court, Northern District of California. Ms Connolly also served as a spring 2005 extern for the Honorable John E. Munter, San Francisco Superior Court. She is a member of the American Bar Association . Ms. Connolly is admitted to the California Bar.

Karen L. Hindin is a 1994 graduate of Santa Clara University School of Law, where she was a public interest law scholar. She received her undergraduate degree from the University of California at Los Angeles in 1991 . Ms. Hindin specializes in litigating consumer protection class actions and representative suits involving unfair and deceptive business practices in the banking, insurance, telecommunications, automotive, credit card, and various other industries . Prior to joining Girard Gibbs, Ms. Hindin practiced class action law at The Sturdevant Law Firm in San Francisco and Engstrom, Lipscomb & Lack in Los Angeles . Ms. Hindin also served as a research attorney for Judges Aurelio Munoz, Loren Miller, Jr., Judith Chirlen and Florence Marie Cooper. Ms. Hindin is an active member of the Consumer Attorneys of California, serving as an editor of the Forum Magazine, the San Francisco Trial Lawyers Association, serving as Co-Chair of the Women ' s Caucus, and Trial Lawyers for Public Justice, by whom she was awarded the Public Justice Achievement Award for her work on the case of Ting v. AT&T She is admitted to the California Bar. She also is admitted to practice before the United States Court of Appeals for the Ninth Circuit, as well as the United States District Courts for the Northern, Central and Southern Districts of California.

Dylan Hughes is a 2000 graduate of the University of California, Hastings College of Law. He received his undergraduate degree from the University of California at Berkeley in 1995. Mr. Hughes was a spring 2000 extern for the Honorable Charles A. Legge of the United States District Court, Northern District of California. Before joining Girard Gibbs, he was a law clerk for the Honorable Paul A. Mapes, Administrative Law Judge of the Office of Administrative Law Judges, United States Department of Labor. Mr. Hughes is a member of the American Bar Association and the Consumer Rights Section of the Barristers Club. He is admitted to the California Bar. He also is admitted to practice before the United States Court of Appeals for the Ninth Circuit, as well as the United States District Courts for the Northern, Central, Eastern and Southern Districts of California.

Sheri L. Kelly is a 2003 graduate of the University of California, Hastings College of the Law, where she was Executive Editor of the Hastings Women's Law Journal. Ms. Kelly received her undergraduate degree from the University of California at Berkeley in 1997. In 2002 she served as an extern to the Honorable James R. Lambden of the California Court of Appeal (First District). Before joining Girard Gibbs, Ms. Kelly was an associate with Cotchett, Pitre, Simon & McCarthy from 2003 to 2005, where she prosecuted contract fraud, consumer protection, securities and antitrust cases on behalf of governmental entities, individuals and corporations. Ms. Kelly is a member of the Consumer Attorneys of California, the Association of Trial Lawyers of America, California Women's Lawyers and 7 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 15 of 20

the American Bar Association. She is admitted to the California Bar. She also is admitted to practice before the United States Court of Appeals for the Ninth Circuit, as well as the United States District Courts for the Northern, Central, Eastern and Southern Districts of California.

Daniel T. LeBel is a 2006 graduate of the University of California, Hastings College of Law, where he completed a civil litigation concentration. He received his undergraduate degree, with distinction in general scholarship, from the University of California at Berkeley in 1999. Mr. LeBel was a fall 2005 extern for the Honorable Paul Alvarado, San Francisco Superior Court. He is a member of the San Francisco Bar Association, the American Trial Lawyers Association and Trial Lawyers for Public Justice. Mr. LeBel is admitted to the California Bar.

Benjamin Ramm is a 2002 graduate, cum laude, of the University of Michigan School of Law, where he was the recipient of the Bergstrom Fellowship in Child Welfare Law. He received his undergraduate degree from Stanford University in 1996. Before joining Girard Gibbs, Mr. Ramm was a law clerk for the Honorable Melinda Harmon, United States District Court for the Southern District of Texas. He also worked as an associate with Bishop Cunningham & Andrews, Inc., where he had extensive experience prosecuting class action cases involving consumer protection, car fraud, and cases in debt collection. Mr. Ramm is admitted to the Washington Bar. He is also admitted to practice before the United States District Court for the Western District of Washington.

Amanda M. Steiner is a 1997 graduate of the University of California at Berkeley, Boalt Hall School of Law, where she served as an Associate Editor for the Berkeley Journal of Employment and Labor Law (1995-96) and Articles Editor for the Berkeley Women's Law Journal (1994-97). She received her undergraduate degree, cum laude, from Carleton College in 1991. Prior to joining Girard Gibbs, Ms. Steiner practiced at Wendel, Rosen, Black & Dean, LLP in Oakland, where she handled a variety of complex litigation matters, including real estate development, construction issues, commercial and real estate contracts, mortgages and trust deeds, and lender-related disputes. Prior to joining Wendel Rosen, Ms. Steiner was associated with law firms in San Francisco and Seattle, where she represented plaintiffs in all phases of class action litigation, with a particular focus on consumer protection, defective product and employment matters. Prior to obtaining her law degree, Ms. Steiner served as an extern for U.S. District Court Judge Marilyn Hall Patel, and also worked as a law clerk for the Criminal Division of the U.S. Attorney's Office, the Alameda County District Attorney, and the Hopi Appellate Court Clinic and Tribal Law Project. She is admitted to the California and Washington Bars. She is also admitted to practice before the United States Court of Appeals for the Ninth Circuit as well as the United States District Court for the Northern District of California and the Western and Eastern District of Washington.

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SIGNIFICANT RECOVERIES

Some of the cases in which the firm has had a leadership role are described below:

Securities Cases

In re American Express Financial Advisors Securities Litigation, Case No. 04-cv- 01773-DAB (S.D.N.Y.). Girard Gibbs serves as co-lead counsel in this class action, brought on behalf of individuals who bought financial plans and invested in mutual funds from American Express Financial Advisors. The case alleges that American Express steered its clients into underperforming "shelf space funds" to reap kickbacks and other financial benefits. The parties have announced a $100 million cash settlement.

Scheiner v. i2 Technologies, Inc., et al. , Case No. 3:01-CV-418-H (N.D. Tex.). Girard Gibbs represented lead plaintiff, the Kansas Public Employees Retirement System, and served as co-lead counsel in this securities fraud class action on behalf of investors in i2 Technologies . The Hon. Barefoot Sanders approved cash settlements for $88 million from the company, its officers and its former auditor, Arthur Andersen LLP. As part of the settlement, i2 agreed to institute significant corporate governance reforms.

In re: Prison Realty Securities Litigation , Case No. 3:99-0452 (M.D. Tenn.). Girard Gibbs served as co-lead counsel in this securities class action brought on behalf of investors against a real estate investment trust and its officers and directors, following defendants' alleged false statements made in the context of a merger between Corrections Corporation of America and CCA Prison Realty Trust and subsequent operation of the merged entity. On February 13, 2001, the Court granted final approval to a settlement for over $134 million in cash and stock.

In re: Digex, Inc. Shareholder Litigation, Consol. Case No. 18336 (Del. Ch. Ct. 2000). Girard Gibbs represented the Kansas Public Employees Retirement System, one of two institutional lead plaintiffs in this lawsuit whereby minority shareholders of Digex, Inc. sued to enjoin MCI WorldCom's planned acquisition of a controlling interest in Digex through a merger with Intermedia Communications, Inc., the majority shareholder. In a settlement approved by Delaware Chancery Court on April 6, 2000, a fund consisting of $165 million in MCI WorldCom stock and $15 million in cash was secured for Digex shareholders, as well as non-cash benefits valued at $450 million.

In re Oxford Tax Exempt Fund Securities Litigation, Case No. WMN-95-3 643 (D. Md.). Girard Gibbs served as co-lead counsel in this class and derivative litigation brought on behalf of a real estate limited partnership with assets of over $200 million. Settlement providing for exempt issuance of securities under section 3(a)(10) of Securities Act of 1933, public listing of units, and additional settlement benefits valued at over $10 million approved January 31, 1997.

Calliott v. HFS, Inc., Case No . 3:97-CV-0924-L (N.D. Tex.). Girard Gibbs intervened on behalf of an institutional client in this securities class action arising out of bankruptcy of Amre, Inc., a seller of home remodeling and repair services . Girard Gibbs was

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designated lead plaintiff's counsel under Private Securities Litigation Reform Act. Settlements for $7.3 million were approved August 1999 and December 2000.

In re Total Renal Care Securities Litigation , Case No. 99-01750 (C.D. Cal.). This securities fraud action arose out of restatement of earnings by healthcare provider, brought under the PSLRA by the Louisiana Teachers' Retirement System and the Louisiana School Employees Retirement System. Settled for $25 million and issuer's commitment to adopt comprehensive corporate governance reforms. Girard Gibbs served as liaison counsel.

In re Towers Financial Corporation Noteholders Litigation, MDL No. 994 (S.D.N.Y.). This securities and RICO class action was brought against promoters and professionals associated with failed investment scheme described by United States Securities and Exchange Commission as "largest Ponzi scheme in U.S. history." $6 million in partial settlements. $250 million judgment entered against four senior Towers executives. Girard Gibbs served as liaison counsel and as a plaintiffs' executive committee member. See Dinsmore v. Squadron, Ellenoff, Plesent, Sheinfeld & Sorkin, 945 F. Supp. 84 (S.D.N.Y.1996), rev'd, No. 97-7011, 1998 U.S. App. LEXIS 1448 (2d Cir. Jan. 28, 1998); In re Towers Financial Corporation Noteholders Litigation, 177 F.R.D. 167 (S.D.N.Y. 1997) ("class counsel--particularly Plaintiffs' Liaison counsel, Daniel Girard--has represented the plaintiffs diligently and ably in the several years that this litigation has been before me").

Consumer Cases

In re Providian Credit Card Cases, JCCP No. 4085 (Cal. Super. Ct. San Francisco County). Girard Gibbs served as court-appointed co-lead counsel in this nationwide class action suit brought on behalf of Providian credit card holders. The lawsuit alleged that Providian engaged in unlawful, unfair and fraudulent business practices by charging its customers unauthorized fees and charges. The Hon. Stuart Pollack approved a $105 million settlement, plus injunctive relief, which is one of the largest class action recoveries in the United States arising out of consumer credit card litigation.

In re iPod Cases, JCCP No. 4355 (Cal. Super. Ct. San Mateo County). Girard Gibbs, as court appointed co-lead counsel, negotiated a settlement conservatively valued at approximately $15 million which provided warranty extensions, battery replacements, cash payments, and store credits for those class members who experienced a battery failure. In granting final approval of the settlement, the Hon. Beth L. Freeman said that the class was represented by "extremely well qualified" counsel who negotiated a "significant and substantial benefit" for the class members.

In re Sony BMG CD Technologies Litigation , Case No. 1:05-cv-09575-NRB (S.D.N.Y.). Girard Gibbs served as co-lead counsel in this class action for violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, et seq. on behalf of millions of consumers who purchased SONY BMG music compact discs encoded with digital rights management ("DRM") software which limited CD functionality and acted as spyware on the users' computers. The Hon. Naomi Reice Buchwald granted approval to a settlement that provided for a nationwide recall of certain CDs, the dissemination of software utilities to remove the 10 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 18 of 20

offending DRM, cash and other compensation for consumers, and injunctive relief governing SONY BMG's use of DRM.

In Re PayPal Litigation,, Case No. C-02-1227-JF (PVT) (N.D.Cal., S.J. Div. 2002). Girard Gibbs served as co-lead counsel in this nationwide class action brought against PayPal alleging violations of the Electronic Funds Transfer Act ("EFTA") and California consumer protection statutes. The plaintiffs alleged that PayPal did not comply with the EFTA when restricting access to consumers' PayPal accounts, initiating certain electronic funds transfers or its error resolution processes. On September 24, 2004, Judge Fogel granted final approval to a settlement valued at $14.35 million in cash and returned funds, plus injunctive relief to ensure compliance with the EFTA.

In re Literary Works In Electronic Databases Copyright Litigation , MDL No. 1379 (GBD) (S.D.N.Y. 2000). Girard Gibbs served as co-lead counsel in this class action brought on behalf of freelance authors alleging that after freelance authors' works were published in newspapers, magazines, and other print publications with the authors' permission, those publications then licensed the works without the authors' permission to the commercial databases for electronic publication, in violation of the Federal Copyright Act. Five cases were consolidated for pretrial proceedings before the Honorable George B. Daniels, U.S. District Judge for the Southern District of New York. On September 27, 2005, Judge Daniels granted final approval of an $18 million cash settlement.

In re America Online Spin-OffAccounts Litigation , MDL No. 04-1581 -RSWL (C.D. Cal.). Girard Gibbs served as court-appointed co-lead counsel in this nationwide class action suit brought on behalf of America Online subscribers who were billed for a second account without their knowledge, authorization or consent. The litigation settled for $25 million and certain changes in AOL' s billing and account practices.

Lehman v. Blue Shield of California , Case No. CGC-03-419349 (Cal. Super. Ct. San Francisco County). In this class action lawsuit alleging that Blue Shield engaged in unlawful, unfair and fraudulent business practices when it modified the risk tier structure of its individual and family health care plans, a $6.5 million settlement was negotiated on behalf of former and current Blue Shield subscribers residing in California. The Honorable James L. Warren granted final approval of the settlement in March 2006.

Roy v. Hyundai Motor America, Case No. SACV 05-483-AHS (C.D. Cal.). Girard Gibbs served as court appointed co-lead counsel in this nationwide class action suit brought on behalf of Hyundai Elantra owners and lessees, based on allegations that the passenger air bag system installed on the Elantras was defective. A settlement was negotiated whereby Hyundai agreed to repair the air bag systems, provide reimbursement for transportation related expenses and an alternative dispute resolution program allowing for trade-ins and buy-backs. In approving the settlement negotiated by Girard Gibbs, the Honorable Alicemarie H. Stotler presiding, described the settlement as "pragmatic" and a "win-win" for all involved.

Powers Law Offices, P.C. v. Cable & Wireless USA, Inc., Case No. 99 CV 12007 (EFH) (D. Mass 1999). Class action brought on behalf of all Cable & Wireless subscribers who were overcharged for recurring and incorrect fees on lines that were not presubscribed to C&W at the time. Girard Gibbs prosecuted the case from 1999 through 2005, and on October 27, 2005,

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Judge Harrington granted final approval of the $8 million settlement and the Bankruptcy Judge approved the 30% distribution from the unsecured creditors' fund of the bankruptcy liquidation proceeds.

Lund v. AT&T Corp., Case No. C 98-1500-DDP (AJW) (C.D. Cal.). This class action lawsuit was brought on behalf of small businesses whose long-distance service was switched to Business Discount Plan, Inc. Girard Gibbs was appointed class counsel by the Honorable Dean D. Pregerson. The settlement, providing for full cash refunds and free long-distance telephone service, was approved in December 1999.

In re MCI Non-Subscriber Telephone Rates Litigation , MDL Docket No. 1275 (S.D. Ill.). This class action lawsuit was brought on behalf of all MCI subscribers who were charged MCI's non-subscriber or "casual caller" rates and surcharges instead of the lower rates which MCI advertises and which subscribers expect to be charged. Ten cases were consolidated for pretrial proceedings before the Honorable David R. Herndon, U.S. District Judge for the Southern District of Illinois. Judge Herndon appointed Girard Gibbs as co-lead counsel for the consolidated actions. On March 29, 2001, Judge Herndon granted final approval of a settlement for over $90 million in cash.

Mitchell v. American Fair Credit Association, Case No. 785811-2 (Cal. Super. Ct. Alameda County); Mitchell v. Bankfirst, N.A., Case No. C-97-1421-MMC (N.D. Cal.). This class action lawsuit was brought on behalf of California residents who became members of the American Fair Credit Association ("AFCA"). Plaintiffs alleged that AFCA operated an illegal credit repair scheme. The Honorable James Richman certified the class and appointed the firm as class counsel on April 12, 1999. In February 2003, Judge Ronald Sabraw of the Alameda County Superior Court and Judge Maxine Chesney of the U.S. District Court for the Northern District of California granted final approval to settlements valued at over $40 million. See Mitchell, et al., v. American Fair Credit Association, Inc., et al., 99 Cal. App. 4th 1345 (2002) (first reported decision under the California Credit Services Act of 1984).

In re LookSmart Litigation, Case No. 02-407778 (Cal. Super. Ct. San Francisco County). This nationwide class action suit was brought against LookSmart, Ltd. on behalf of LookSmart's customers who paid an advertised "one time payment" to have their web sites listed in LookSmart's directory, only to be later charged additional payments to continue service. The action involved claims for breach of contract and violation of California's consumer protection laws, among other things. On October 31, 2003, the Honorable Ronald M. Quidachay granted final approval of a nationwide class action settlement providing cash and benefits valued at approximately $20 million.

Steff v. United Online, Inc., Case No. BC265953, (Los Angeles Super. Ct.). This nationwide class action suit was brought against NetZero, Inc. and its parent, United Online, Inc., by former NetZero customers. The Plaintiffs alleged that Defendants falsely advertised their internet service as being unlimited and guaranteed for a specific period of time when it was not, in violation of Consumers Legal Remedies Act, Civil Code §§ 17500 et seg. and the Unfair Competition Law, Business And Professions Code §§ 17200 et seMc. The Honorable Victoria G. Chaney of the Los Angeles Superior Court granted final approval of a settlement that provides full refunds to customers whose services were cancelled and additional cash compensation. The settlement also places restrictions on Defendants' advertising. 12 Case 3:04-cv-02297-SC Document 228-5 Filed 08/03/2007 Page 20 of 20

Mackouse v. The Good Guys - California, Inc., Case No. 2002-049656, (Alameda County Super. Ct.). This nationwide class action lawsuit was brought against The Good Guys and its affiliates alleging violations of the Song-Beverley Warranty Act and other California consumer statutes. The Plaintiff alleged that The Good Guys failed to honor its service contracts, which were offered for sale to customers and designed to protect a customer's purchase after the manufacturer's warranty expired. In May 9, 2003, the Honorable Ronald M. Sabraw granted final approval of a settlement that provides cash refunds or services at the customer's election.

Stoddard v. Advanta Corp., Case No. 97C-08-206-VAB (Del. Superior Ct.). This nationwide class action lawsuit was brought on behalf of cardholders who were promised a fixed APR for life in connection with balance transfers, whose APR was then raised pursuant to a notice of change in terms. The Honorable Vincent A. Bifferato approved a $7.25 million settlement and appointed firm as co-lead counsel for the settlement class.

In re America Online, Inc. Version 5.0 Software Litigation, MDL Docket No. 1341 (S.D. Fla.). Girard Gibbs served as co-lead counsel in this MDL proceeding, which centralized 45 class actions. The action involved alleged violations of the Computer Fraud and Abuse Act, 18 U.S.C. §§ 1030 et seMc., federal antitrust laws and state consumer protection statutes based on AOL's distribution of its Version 5.0 software upgrade. The Honorable Alan S. Gold granted final approval to a $15.5 million cash settlement on August 1, 2002.

Mager v. First Bank ofMarin, CV-S-00-1524-PMP (D. Nev.). This nationwide class action was brought on behalf of people who were enrolled in First Bank of Marin's credit card program. In May 2002, the Judge Pro of the U.S. District Court for the District of Nevada approved a settlement providing for cash and non-cash benefits to class members.

Other Cases

Ho v. San Francisco Unified School District, Case No. C-94-2418-WHO (N.D. Cal.). This civil rights action was brought on behalf of a certified class of San Francisco public school students of Chinese descent to terminate racial and ethnic quotas imposed under 1983 desegregation consent decree. See Ho v. San Francisco Unified Sch. Dist., 965 F. Supp. 1316 (N.D. Cal. 1997), affd 147 F.3d 854 (9th Cir. 1998); see also 143 Cong. Rec. S6097, 6099 (1997) (statement of United States Senator Hatch referring to testimony of class representative before Senate Judiciary Committee).

In re World War II Era POW Litigation , Case No . C-99-5042-VRW (N.D. Cal.). This class action lawsuit was brought on behalf of American veterans who, as prisoners-of-war held by the Japanese during World War II, were forced to perform slave labor for Japanese industry. Commenting on the Ninth Circuit decision affirming dismissal of the claims, Mr. Girard was quoted in the New York Times, "It's not unusual that you see a demand for payment that isn't legally enforceable . But the demand stands. If the position of the Japanese companies involved is that they refuse to consider the demand for compensation and stand on legal defenses, the moral consequences are what they are."

13 Case 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 1 of 12

Exhibit E 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 2 of 12

MILBERG WEISS BERSHAD & SCHULMAN LLP 2 JEFF S. WESTERMAN (94559) CHERYL A. WILLIAMS (193532) 3 MICHIYO MICHELLE FURUKAWA (234121) One California Plaza 4 300 South Grand Avenue, Suite 3900 Los Angeles, CA 90071 5 Telephone: (213) 617-1200 Facsimile: (213) 617-1975 6 Lead Counsel for Plaintiffs 7 GIRARD GIBBS LLP 8 DANIEL C. GIRARD (SBN 114826) JONATHAN K. LEVINE (SBN 220289) 9 AARON M. SHEANIN (SBN 214472) 601 California Street, Suite 1400 10 San Francisco, CA 94108 Telephone: (415) 981-4800 11 Facsimile: (415) 981-4846

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT

14 NORTHERN DISTRICT OF CALIFORNIA

15 SAN FRANCISCO DIVISION

16 In re Master File No. C-04-2297 SC OMNIVISION TECHNOLOGIES, INC., 17 CLASS ACTION

18 DECLARATION OF CHARLES J. PIVEN _ This Document Relates To: IN SUPPORT OF JOINT PETITION FOR 19 } ATTORNEYS' FEES AND EXPENSES CASE NOS. 04-2297-SC; 04-2298-SC; 04- FILED ON BEHALF OF BROWER PIVEN, 20 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- ) A PROFESSIONAL CORPORATION- SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; ) 21 04-2525-SC; 04-2570-SC; and 04-4350-SC )

28 CHARLES J. PIVEN DECLARATION IN SUPPORT OF JOINT PETITION RE ATTORNEYS' FEES & EXPENSES Case No. C-04-2297 SC 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 3 of 12

1 CHARLES J. PIVEN, being first duly sworn, deposes and says:

2 1. I am a principal of the law firm Brower Piven, A Professional Corporation (formerly

3 Law Offices Of Charles J. Piven., P.A.). I submit this declaration in support of my firm's application

4 for an award of attorneys' fees in connection with services rendered in this case, as well as the

5 reimbursement of expenses incurred by my firm in connection with this litigation.

6 2. As one of plaintiffs' counsel in this class action, my firm performed tasks including

7 communications with class members and co-counsel, preparation and review of pleadings and

8 review of correspondence and filings.

9 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the

10 amount of time spent by the attorneys of my firm who were involved in this litigation, and the

11 lodestar calculation based on my firm's current billing rates. The schedule was prepared from

12 contemporaneous, daily time records regularly prepared and maintained by my firm, which are

13 available at the request of the Court. Time expended in preparing this application for fees and

14 reimbursement of expenses has not been included in this request.

15 4. The hourly rates for the attorneys in my firm included in. Exhibit 1 have been

16 accepted and approved in other securities or shareholder litigation.

17 5. The total number of hours expended on this litigation by my firm is 64.2 hours. The

18 total lodestar for my firm is $38,520.00, consisting of $38,520.00 for attorneys' time.

19 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do not

20 include charges for expense items. Expense items are billed separately and such charges are not

21 duplicated in my firm's billing rates.

22 9. With respect to the standing of counsel in this case, attached hereto as Exhibit 2 is a

23 brief biography of my firm and attorneys in my firm who were principally involved in this litigation.

24 I declare under penalty of perjury that the foregoing is true and correct. Executed this

25 day of July 2007, at Baltimore, Maryland. ,,,.I

28 CHARLES J. PIVEN DECLARATION IN SUPPORT OF JOINT PETITION RE ATTORNEYS' FEES & EXPENSES -2- Case No. C-04-2297 SC C) EXHIBIT 1 tv CD w IN RE OMNIVISION TECHNOLOGIES, INC. 0 BROWER PIVEN, A Professional Corporation 6 NJ TIME REPORT - Inception through December 31, 2006 NJ CD v Cn Name A B C D E F G H I Total Hourly Total 0 Hrs. Rate Lodestar ATTORNEYS: v 0 CHARLES J. PIVEN 12.3 C) 51.9 64.2 $38,520.00 C 3 CD

NJ NJ 12.3 51.9 64.2 $38,520.00 00 TOTAL LODESTAR C)

1l CATEGORIES CD O. a. Pre-Filing Investigation O b. Pleadings 00 c. Merits Discovery and Post-Filing Fact Investigation 0 W d. Class Certification N C. Research, Briefs & Pretrial Motions O f. Settlement O 4 g. Court Appearances & Preparation h. Experts i. Conferences, Interviews, Telephone Calls, Meetings & Correspondence 0) to CD

NJ Case 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 5 of 12

EXHIBIT 1

IN RE OMNIVISION TECHNOLOGIES, INC.

BROWER PIVEN, A Professional Corporation

TIME REPORT -- Inception through December 31, 2006

Name Total Hourly Total Hrs. Rate Lodestar ATTORNEYS: Charles J. Piven 64 .2 $600.00 $600.00

TOTAL LODESTAR $38,520.00 Case 3 :04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 6 of 12

EXHIBIT 2

BROWER FIVEN A PROFESSIONAL CORPORATION

With offices in New York City, and Baltimore, Maryland, Brower Piven focuses it practice in the areas of complex class action and other representative litigation. The firm's practice areas, while diverse, enable Brower Piven clients to call upon experience and resources available at few isms of its size. Brower Piven clients range from institutional and large private investors, to small and large businesses, to small individual investors and retail consumers. Regardless of the size of the matter, Brower Piven provides every client with the professional service, care, and quality that Brower Piven believes every client deserves.

Attorneys at Brower Piven bring over 50 years of experience to their nationally recognized practice in the class action arena. The firm's attorneys have vast experience advising and representing plaintiffs in class actions under the federal securities laws; federal and state consumer protection laws; federal and state antitrust laws; state shareholder and corporate governance laws; federal and state environmental laws; and federal RICO laws. Brower Piven attorneys have served their clients in literally hundreds of actions in virtually every state and federal court in the nation.

Some current matters in which Brower Piven has a leadership role demonstrate the scope of the firm's expertise. Brower Piven is co-lead counsel in the In re Merck Securities, Derivative, and "ERISA" Litigation pending in the Untied States District Court for the District of New Jersey, considered by many the largest federal securities fraud action in terms of damages in history, and co-lead and liaison counsel in the shareholder litigations challenging the proposed $38 billion take-over of Equity Office Properties Trust, the largest going private transaction in business history. Brower Piven is also co-lead counsel in the following federal securities class actions: Wagner v. Barrick Gold Corporation et al. (S.D.N.Y); In re Interlink Electronics, Inc. Securities Litigation (C.D. Cal.); In re FoxHollow Technologies, Inc. Securities Litigation (N.D. Cal); and Levie v. Sears Roebuck & Co. et al. (N.D. I11.). Brower Piven is co-lead counsel representing shareholders in the following merger-related class actions: Blaz v. Pan Pacific Retail Properties, Inc. et al. (Cir. Ct., Bait. Co.); In re Reckson Associates Realty Corp. Shareholders Litigation (N.Y. Sup. Ct., Nassau Co.); and In re Fairchild Corp. Shareholders Litigation (Del. Ch.). Brower Piven is also a member of the proposed Executive Committee in the consumer class action, H&R Block; Inc. "Express IRA" Marketing Litigation, MDL No. 1786 (W.D. Mo.). Brower Piven also represents businesses in antitrust cases against BP [British Petroleum] Products North America relating to the alleged price-fixing of propane, and the In re International Air Transportation Surcharge Antitrust Litigation, MDL No. 1793 (N.D. Cal.).

The breadth of Brower Piven's experience, which includes extensive experience counseling and representing defendants, corporations and their executives, real estate developers and large private investors in complex. commercial litigation, class and non-class action litigation, and on corporate governance matters. The firm's experience on both sides of the bar makes it uniquely qualified to provide its clients with a perspective not available from firms that solely represent plaintiffs or defendants. The success of the strategy pursued by Brower Piven's attorneys in 12 Case 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 7 of

representing their clients over the years has been demonstrated by clients and classes represented attorneys at Brower Piven recovering over $2 billion in past and pending recoveries.

The following is a sampling of the cases and results achieved by attorneys at Brower Piven where they have served as lead or co-lead counsel for plaintiffs:

Steiner v. Southmark Corporation, No. 3-89-1387-D (N.D. Tex.), federal securities fraud class action against defunct real estate partnership marketer and its outside accountants resulting in a recovery of over $75 million in cash for investors.

In re Petro-Lewis Securities Litigation, No. 84-C326 (D. Colo .), a federal securities fraud class action on behalf of limited partners and shareholders where plaintiffs recovered over $100 million in cash and benefits including the restructuring of dozens of oil and gas limited partnerships.

In re StarLink Products Liability Litigation, MDL No. 1403, No. 01 C 4928 (N.D. I11.), representing all American corn farmers in nationwide litigation against manufacturer of unapproved pesticide which alleged infected the U.S. corn supply and recovering over $125 million in cash for the class member.

Romig v. JeffersonPilot Life Insurance Company, 95 CVS 9703 (Supr. Ct. N.C.), deceptive insurance sales practices action brought on behalf of a class of Jefferson Pilot life insurance purchasers, resulting in a recovery for policyholders valued at over $55 million.

In re MicroStrategy Securities Litigation, No. 00-473-A (ED. Va.), a federal securities fraud class , where over $ 125 million was recovered for investors , the Court commented that: "Clearly, the conduct of all counsel in this case and the result they have achieved for all of the parties confirms that they deserve the national recognition that they enjoy."

In re Arakis Energy Corporation Securities Litigation, No. 95-CV-3431 (ARR) (E.D.N.Y), federal securities class action against Canadian company resulting in a recovery of over $24 million for investors.

In re Spectrum Information Technologies Securities Litigation, CV-93-2295 (FB) (E.D.N.Y.), securities fraud action against bankrupt issuer where over $ 10 million in cash was recovered (including all insurance coverage available) for investors following successful trial and appeal against directors ' and officers ' insurance carrier who attempted to disclaim coverage.

In re Bristol-Myers Squibb Securities Litigation, 92-CIV-4007 (JES) (S.D.N.Y.), federal securities class action resulting in recovery of over $19 million in cash for investors.

Steiner v. Ideal Basic Industries, Inc., No. 86-M-456 (D. Colo.), federal securities class action against the former Fortune 500 cement manufacturer resulting in an over $17.5 million recovery in cash for investors.

2 Case 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 8 of 12

In re Broadwing Securities Litigation, No. C-1-02-795 (S.D. Ohio), federal securities class action against major public utility/broadband company resulting in a recovery of over $35 million in cash for investors.

Berger v. Compaq Computer Corporation, No. 00-20875 (S.D. Tex.), a federal securities class action where, after a successful appeal of a question of first impression in the federal appellate courts relating to the selection of lead plaintiffs and class certification in the Fifth Circuit under the Private Securities Law Reform Act of 1995, over $29 million was recovered for investors.

In re Bausch & Lomb Securities Litigation, No. 01-CV-6190 (CJS) (W.D.N.Y.), federal securities class action resulting in a recovery of over $ 12. 5 million for investors.

Slone v. Fifth Third Bancorp et al., No.1-:03-CV-211 (S.D. Ohio), securities fraud action against one of the largest mid-west bank holding companies, resulting in a recovery of $17 million for investors.

Poziak v. Imperial Chemical Industries, PLC, et al., No. 1:03 cv 2457(NRB)(S .D.N.Y.), securities fraud action against one of the United Kingdom's largest public corporations, resulting in a recovery of approximately 90% of recoverable damages in cash for investors.

J.E. Pierce Apothecary, Inc. v. Harvard-Pilgrim Health Care, Inc., et al, No. 98-12635-WGY (D. Mass.), unfair and deceptive trade practices action on behalf of independent Massachusetts pharmacies against Harvard Pilgrim HMO and CVS Pharmacies, Inc. resulting, after bench trial, in excess of 100% of estimated recoverable damages for the class, including trebling.

The foregoing sampling of results is the product of the depth and breadth of the professional experience of attorneys at Brower Piven. The firm's attorneys include:

DAVM A.P. BROWER

Mr. Brower has over 25 years of complex litigation experience. Mr. Brower has successfully represented plaintiffs in class action securities, consumer protection, environmental, antitrust and RICO actions, and representative shareholder derivative and take-over litigation. Mr. Brower, a member of the Bar of the State of New York, is also admitted to practice before the United States Supreme Court, the United States Courts of Appeals for the First, Second, Third, Fourth, Fifth, Sixth, Seventh, and Eleventh Circuits, and innumerable federal and state trial courts. Mr. Brower has participated in the prosecution as lead or co-lead counsel in successful federal securities law class actions against, among others: Imperial Chemical Industries, Fifth Third Bancorp, Southmark Corp., Ideal Basic Industries, Bristol-Myers Squibb, Tower Semiconductor, Gibson Greetings, Arakis Energy Corp., Scoreboard, Coastal Healthcare, Everest & Jennings International, B.T. Office Products, Profit Recovery, Enstar Corp., Jenifer Convertibles, Warner Communications, Sambo's Restaurants, Sunrise Savings & Loan, Phillip Morris Companies, Bausch & Lomb, Nanophase Technologies, Ramada Inns, Michael Stores, Inc., Consumers Power Co., Broadwing/Cincinnati Bell, Compaq Computer Corp., and Computer Associates. Mr. Brower has also participated in the prosecution as lead or co-lead counsel in merger litigation on behalf of, among others, public shareholders of Sheller Globe Corp., Petro-Lewis

3 Case 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 9 of 12

Corp., Floating Point Systems, Holnam Corp., Wometco Enterprises, Inc., Great Bay Casinos Corp., Home Shopping Networks, MCA, Holly Sugar Co., and ARM Financial Group; and shareholder derivative actions on behalf of shareholders of Banner Industries, Marsh & McLennan Companies, and Merrill Lynch, Pierce, Fenner & Smith.

For the past two years, Mr. Brower was among the lead attorneys with day-to-day responsibility for the prosecution of the securities fraud claims in In re Merck & Co, Securities, Derivative & ERISA Litigation, MDL No. 1658, No. 2:05-CV-02367 (D. N.J.), an action where the damages to class member are estimated to be among the largest in the history of federal securities class litigation. Additionally, Mr. Brower has, for the past three years, been among the attorneys primarily responsible for the class certification issues, including successfully arguing the class certification motion before the trial court, in In re Initial Public Offering Securities Litigation, 21 MC 92 (S.D.N.Y.), among the largest securities litigations ever prosecuted, encompassing over 309 consolidated class action cases alleging market manipulation claims in connection with the initial public offering of securities by over 55 defendant underwriters. Mr. Brower also served as liaison counsel in In re Sotheby's Holding, Inc. Securities Litigation, No. 00 Civ. 1041 (S.D.N.Y.), which resulted in a recovery of over $75 million for Sotheby's investors.

Mr. Brower has also served as lead or co-lead counsel in consumer fraud actions against Aventis CropScience, Compaq Computer Corporation, Jefferson-Pilot Life Insurance Company, Sprint PCS Wireless, Metropolitan Life Insurance, Harvard Pilgrim Healthcare, and CVS Corporation. In the antitrust field, Mr. Brower acted as lead counsel in litigation against Monsanto Company, E. I. du Pont de Nemours and Company and Pioneer Hybrid International:, Inc. (No. 4:05-CV- 01108-ERW (E.D. Mo.)), on behalf of genetically modified seed purchasers, and has participated in the In re Initial Public Offering Antitrust Litigation, No. 01 CIV 2014 (WIIP) (S.TDATX.), which was recently sustained by the United States Court of Appeals for the Second Circuit,

In the area of environmental law, Mr. Brower has served as one of the lead attorneys in pollution actions on behalf of Oklahoma landowners against chicken producers, including Tyson Foods, Inc.; and counsel for Missouri landowners in pork producer nuisance actions against Contigroup Companies, Inc. (formerly Continental Grain) and Premium Standard Farms, which recently resulted in verdicts in favor of neighboring farmers.

Mr. Brower, during the past two years, also has represented a nationwide class of hospitals in RICO litigation against Tenet Healthcare Corporation based on claims that its conduct caused class member hospitals to receive reduced "Outlier' reimbursements from Medicare.

Mr. Brower has also represented directors and officers of public companies in securities class actions, including the directors of Heritage Hospitals, a former multi-state hospital developer; advised boards of directors of public companies regarding their fiduciary responsibilities, and provided opinions as special counsel under Delaware law to public companies, including MGM/UA; represented insurance and reinsurance companies in coverage litigation, including matters involving Johns Manville, PepsiCo and Hilton Hotels; commodities dealers and brokers in connection with Commodities Futures Trading Commission reparations actions; represented foreign corporations in United States litigation, including one of Japan's largest electronics, international hotel and resort companies in litigation against its American counsel and financial

4 12 Case 3:04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 10 of

advisors; a Brazilian trust holding claims for one of Brazil's largest telecommunications companies; and defending a large, Florida-based, national mortgage brokerage company, Foundation Funding, in class action litigation brought under the Truth In Lending Act.

Mr. Brower, is a graduate of Columbia College of Columbia University (A.B. 1979), and the Georgetown University Law Center (J.D. 1982), and he attended King's College, University of London (1980), where he studied comparative, international, and BC transactional law. Mr. Brower regularly lectures before professional organizations and at CLE-accredited conferences on the class action procedures and securities laws, and shareholder and investor rights, including the American Law Institute/American Bar Association Advanced Course of Study Program, the Practicing Law Institute, and the New York State Bar Association. Mr. Brower regularly writes on class action procedures and new issues in class action jurisprudence. Mr. Brower is a long- time member of the New York State Bar Association Subcommittee on Class Actions, and has participated as a member of the Executive Committee of the National Association of Securities and Consumer Law Attorneys, and actively participated in legislative initiatives relating to the Private Securities Litigation Reform Act of 1995 and the Class Action Fairness Act of 2005.

CHARLES J. PIVEN

Mr. Piven is a seasoned litigator who has led his own practice since 1990. During his 28 years in practice, Mr. Piven has represented individuals, partnerships, trusts, pension plans and. corporations in many types of cases. Mr. Piven's experience includes litigation in the areas of complex securities, shareholder, consumer protection, personal injury and property damage class actions, merger and acquisition class actions, bankruptcy, first amendment, copyright, employment, wrongful death, and legal, medical, accounting and broker malpractice.

Class and representative actions in which Mr. Piven has served as lead, co-lead, liaison or local counsel include Baltimore Bancorp securities litigation, USFG securities litigation, Yorkridge Calvert Savings & Loan securities litigation, Maryland National Bank securities litigation, Reckson Associates Realty Company derivative litigation, Read-Rite Corporation securities litigation, Mid-Atlantic Realty shareholder merger litigation, Pan Pacific Realty shareholder merger litigation, Allied Irish Banks derivative litigation, Sprint Spectrum Cellular Telecommunications Company consumer litigation, IWIF Wiretap consumer litigation, Land Rover Group Ltd. consumer litigation, Cellular One consumer litigation, H&R Block Refund Anticipation Loan consumer litigation, Prison Telephone consumer litigation, and BlueCross/Blue Shield consumer litigation.

In recent years, Mr. Piven has taken an active role in the prosecution of litigation relating to allegations that mutual fund investors have been victimized by directed brokerage arrangements, excessive fees, excessive commissions and deceptive sales practices or other actionable conduct. Some of the mutual fund families and brokerage firms involved in these cases that Mr. Piven has originated include: Lord Abbott, AlMIlnvesco, BlackRock, Davis, Eaton Vance, Dreyfus, Evergreen, Federated, Alliance, Franklin, Hartford, MFS, PIMCO, Scudder, Columbia, Goldman Sachs, Merrill Lynch, Morgan Stanley, Salomon Smith Barney, Edward Jones, UBS, Wells Fargo and American Express. In recent months, investors in mutual fund cases initiated or led by Mx. Piven's clients have achieved proposed settlements with mutual fund marketer Edward

5 12 Case 3 : 04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 11 of

Jones for over $125,000,000, with American Express for approximately $100,000,000, and with Merrill Lynch for approximately $39,000,000.

Mr. Piven also directly represents the lead plaintiff(s) and/or proposed class representative(s) in approximately 25% of the 309 cases encompassed by the Initial Public Offering Securities Litigation pending in the Southern District of New York, and Mr. Piven and the firm have taken an active role in the discovery in this litigation

Mr. Piven also has experience in the field of ERISA class actions on behalf of former and current company employees. ERISA cases in which Mr. Piven is or has been counsel include: Aquila ERISA litigation (W.D. Mo.); General Motors ERISA litigation (E.D. Mich.); ConAgra Foods ERISA litigation (D. Neb.); the Coca-Cola Enterprises ERISA litigation (N.D. Ga.); Fannie Mae ERISA litigation (D. D.C.); Delphi ERISA litigation (E.D. Mich.); Ford Motor Company ERISA litigation (E.D. Mich.) and the Pfizer ERISA litigation (S.D.N.Y.).

Mr, Piven is a 1975 graduate of Washington University and a 1978 graduate of the University of Miami School Of Law. During law school, Mr. Piven was a student law clerk for the late Honorable United States District Judge C. Clyde Adkins of the Southern District of Florida. Mr. Pivert was admitted to the bars of the States of Florida (currently inactive) and Maryland in 1978. Mr. Piven is a member in good standing of the Court of Appeals of Maryland, the United States Court of Federal Claims, the United States Tax Court, the United States District Court for the Districts of Maryland and Colorado, and the United States Courts of Appeals for the First and Fourth Circuits.

MARSh ALL N. PERKINS

Mr. Perkins practices in the firm's consumer and securities class action,. shareholder, complex professional negligence, and tort litigation areas. Additionally, Mr. Perkins is currently prosecuting claims on behalf of landowners in Harford County, Maryland proceeding in the United States District Court for the Southern District of New York relating to MTBE contamination; claims of computer/hardware owners for deceptive sales practices; claims of Maryland landowners for trespass by Comcast Corp. for its overhead transmission lines; and a number of complex professional negligence cases in the Maryland Circuit Courts.

Illustrative of his previous experience, Mr. Perkins has successfully represented a proposed class of tax advisory customers alleging consumer protection claims before Maryland' s highest court, see Green v. H & R Block, 355 Md. 488, 735 A.2d 1039 (1999); and a proposed class alleging violation of Maryland's wiretap statute, in Schmerling v. IWIF, 368 Md. 434, 795 A.2d 715 (2002). Mr. Perkins' business litigation experience includes representing the bankruptcy trustee in several contingent litigation matters in In re TimeWorldCom, Inc., Case No. 99-1-7353-PM, 905 A. 2d 842 (Bankr. D. Md. 2006).

Mr. Perkins is a 1997 magna cum laude graduate of the University Of Baltimore School Of Law, where he was a staff editor for the University of Baltimore Law Forum. Mr. Perkins graduated Phi Beta Kappa, magna cum laude, with a Bachelor of Arts degree from the University of Maryland, College Park. Mr. Perkins is a member of the Bar of the State of Maryland, as well as

6 12 Case 3 : 04-cv-02297-SC Document 228-6 Filed 08/03/2007 Page 12 of

the Bars of the Maryland Federal District Court and the United States Court of Appeals for the Fourth Circuit.

Following receipt of his juris doctor in May, 1997, Mr. Perkins was a law clerk to the Honorable Irma S. Raker, Judge, Court of Appeals of Maryland, Maryland's highest court. Mr. Perkins' publications include: Note, United States v. Virginia, State May Not Maintain a "Unique" Single- Sex Educational Facility Without Providing a Comparable Facility to the Excluded Gender, 27.1 U. Bait. L. Forum 51 (1996); Beyond the Roar ofthe Crowd: Victim Impact Testimony Collides With Due Process, 27.2 U. Balt. L. Forum 31 (1997).

ELIZABETH A. SCHMID

Ms. Schmid is a member of the Bar of the State of New York. Ms. Schmid earned her juris doctor at the University of Buffalo in May 2005, where she was a National Criminal Moot Court Finals Competitor (Spring, 2005); Wechsler Intramural Moot Court Competition Winner (Fall 2004); Mock Trial competitor, Erie County Courthouse (Fall, 2004); and a contributor to the Buffalo Women's Law Journal (Spring, 2005). Ms. Schmid attended Sweet Briar College in Lynchburg, Virginia, and received her Bachelor of Arts from Stony Brook University in May 2000

Following her law school graduation, Ms. Schmid commenced her practice in the Office of General Counsel, Merrill Lynch, Pierce, Fenner & Smith, Inc., in New York City, where she participated in day-to-day management of significant litigation and risk management projects, and assisted in preparation of reports and litigation studies relating to securities claims, broker/dealer disputes, and investor/customer complaints.

Prior to graduating from law school, Ms. Schmid worked as a law clerk at New York's Paul, Weiss, Rifkind, Wharton, & Garrison LLP (2005), where she concentrated on large-scale discovery projects; and Watson, Bennett, Colligan, Johnson & Schechter, LLP in Buffalo, NY (2003 -2004), where she obtained experience in the areas of insurance, real estate, environmental, employment, and bankruptcy law. Ms. Schmid also served in 2004 as a Legal Intern in the Office of the District Attorney for Suffolk County, New York.

BROWER PIVIEN A PROFESSIONAL CORPORATION

TAE WORLD TRADE CENTER-BALTIMORE 488 MADISON AVENUE 401 PRATT STREET, SUITE 2525 EIGHTH FLOOR BALTIMORE, MARYLAND 21202 NEW YORK, NEW YORK 10022

TELEPHONE: (410) 332-0030 TELEPHONE: (212) 501-9000 TELECOPtER: (410) 685-1300 TELECOPIER: (212) 501-0300

7 Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 1 of 13

Exhibit F 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 2 of 13

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT

14 NORTHERN DISTRICT OF CALIFORNIA

15 SAN FRANCISCO DIVISION

16 In re ) Master File No. C-04-2297 SC OMNIVISION TECHNOLOGIES, INC., ) 17 CLASS ACTION

18 DECLARATION OF THOMAS J. This Document Relates To: ) McKENNA IN SUPPORT OF JOINT 19 PETITION FOR ATTORNEYS' FEES AND CASE NOS. 04-2297-SC; 04-2298-SC; 04- ) EXPENSES FILED ON BEHALF OF 20 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- GAINEY & McKENNA SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; ) 21 04-2525-SC; 04-2570-SC; and 04-4350-SC )

28 MCKENNA DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES Case No. C-04-2297 SC DOCS\388952v 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 3 of 13

1 Thomas J. McKenna, being first duly sworn, deposes and says:

2 1. I am a member of the law firm of Gainey & McKenna ("G&M"). I submit this

3 declaration in support of my firm's application for an award of attorneys' fees in connection with

4 services rendered in this case, as well as the reimbursement of expenses incurred by my firm in 5 I connection with this litigation.

6 2. My firm acted as one of plaintiffs' counsel in this class action from approximately

7 June 2004 to the present. After consultation with our client, Mr. Peter Schroeder, my firm analyzed

8 the publicly available financial documents of the company. We then drafted a complaint and in the

9 process conducted legal research and research on Edgar and the internet. We then found local

10 counsel and coordinated with them on the filing ofthe complaint against the defendants, which was 11 done.

12 After filing the initial complaint, my firm monitored the lead plaintiff motions and

13 thereafter reported to our client the structure of the case. Further, although my firm did read and

14 review the pleadings throughout the entire litigation, we have not billed the class for this work.

15 As the case progressed, we reported on its development to our client, including this

16 proposed settlement. G&M worked on this claim solely on a contingent-fee basis, and has been

17 completely at risk that it would not receive any compensation. While G&M devoted its time and

18 resources to this matter, it has foregone other legal work for which it would have been compensated.

19 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the

20 amount oftime spent by the attorneys and professional support staff ofmy firm who were involved

21 in this litigation, and the lodestar calculation based on my firm's current billing rates. The schedule

22 was prepared from contemporaneous, daily time records regularly prepared and maintained by my

23 firm, which are available at the request ofthe Court. Time expended in preparing this application for

24 fees and reimbursement of expenses has not been included in this request.

25 4. The hourly rates for the partners, and professional support staffin my firm included in

26 Exhibit 1 are the same as the regular current rates charged for their services in non-contingent

27 11 matters and/or which have been accepted and approved in other securities or shareholder litigation. 28

SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES MCEENNA DECL 62 Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 4 of 13

1 5. The total number ofhours expended on this litigation by my firm is 23.10 hours. The

2 total lodestar for my firm is $11,882.50, consisting of $11,270.00 for attorneys' time and $612.50 for

3 professional support staff time.

4 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do not

5 include charges for expense items. Expense items are billed separately and such charges are not 6 duplicated in my firm's billing rates.

7 7. As detailed in Exhibit 2, my firm has incurred a total of $656.35 in un-reimbursed 8 expenses in connection with the prosecution of this litigation.

9 8. The expenses incurred in this action are reflected on the books and records of my

10 firm. These books and records are prepared from expense vouchers, check records and other source

11 materials and represent an accurate recordation of the expenses incurred.

12 9. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is a 13 brief biography of my firm.

14 I declare under penalty of perjury that the foregoing is true and correct. Executed this 4th 15 day of January, 2007, at New York, New York. 16

17 Thom J. McKenna, Esq 18

28 MCKENNA DECL IN SUPP OF JOINT PETITION RE ATTYS' FEES & EXPENSES CASE NO. C-04-04362 MJJ DOCS1388952v1 Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 5 of 13

EXHIBIT 1

OMNIVISION TECHNOLOGIES, INC.

GAINEY & McKENNA

TIME REPORT - Inception through November 27, 2006

Name Total Hourly Total Hrs. Rate Lodestar PARTNERS: Thomas J. McKenna 19.60 $575.00 11,270.00

PROFESSIONAL SUPPORT STAFF:

Noemi Escarment 3.5 $175 . 00 612.50

TOTAL LODESTAR 11,882.50

-3- DOCS\.388952v 1 Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 6 of 13

EXHIBIT 2

OMNIVISION TECHNOLOGIES, INC.

GAINEY & McKENNA

EXPENSE REPORT - Inception through November 27, 2006

Categories : Amount Photocopies/Reproduction 238.20 Postage and Courier 42.15 Telephone/Facsimile Charges Research Charges 376.00 TOTAL EXPENSES: 656.35

-4- DOCS\388952v i Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 7 of 13

EXHIBIT 3

[FIRM RESUME AND BIOGRAPHIES]

-5- DOCS\388952v Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 8 of 13

GALINEY & McKENNA

ATTORNEYS AT LAW 295 MADISON AVENUE 666 GODWIN AVENUE 4TH FLOOR SUITE 230 NEW YORK, NY 10017 MIDLAND PARK, NJ 07432 TEL: (212) 983-1300 TEL: (201) 689-9000 FAX: (212) 983-0383 FAX: (201) 689-9969 FIRM RESUME

General Information

Our firm was formed with the goal ofcombining the experience we gained through practicing

law at large firms with the closeness, flexibility and attention to detail that characterize many smaller

firms. In essence, we have designed our firm to be able to handle both large and small matters,

offering what we believe our clients want most: quality legal work with an emphasis on

communication.

Our firm's philosophy is essentially a continuation of the manner in which each of us have

practiced law: our clients and their needs come first. Responsiveness to our clients' needs is of

equal importance to professional skill and legal acumen. We are mindful that the law is a service

business and we place a premium on communication. It is our policy to keep our clients fully

informed as each matter progresses. We seek and encourage our clients' active participation in every

business deal we do for them and in every litigation we handle for them. The client has the final say

as it is their matter. We serve the client.

Regardless of the matter, our approach to each case is the same. Our attorneys are as

thorough as possible, present an aggressive position for our clients and are tough negotiators. We

utilize all available resources necessary to achieve the best possible outcome for our clients. In

addition, the combination of polished oral and written advocacy and extensive trial and litigation Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 9 of 13

experience ensures that our clients receive a high quality legal product and excellent results. Our

goal is to consistently exceed our clients' expectations.

Practice Areas

We have significant experience in prosecuting complex cases, including securities fraud class actions, cases under ERISA involving breach of fiduciary duty and derivative actions.

By way of example, the following are some of the cases Gainey & McKenna are involved in: Labit v. Glenn Zagoren, et al., 03cv2298; (S.D.N.Y.) (securities fraud class action) (Co-Lead

Counsel); In re Avon ERISA Litigation, 05cv8603 (S.D.N.Y.) (Co-Lead Counsel in ERISA Class

Action); In re Metlife. Inc., ERISA Litigation 04cv8838 (S.D.N.Y) (Interim Co-Lead Counsel);

Friedman v. Ameritrade HoldingCorp. , 1346-N (Court of Chancery for the State of Delaware)

(Member of the Committee of the Whole); Thurman v. HCA, Inc., et al. , 05-cv-01001 (M.D.

Tenn.) (Co-Lead Counsel in ERISA Class Action); Riley.Jorge Mas, et al., 04cv27000 (11`h

Judicial Circuit in and for Dade County, Florida) (Lead Counsel in Mastec derivative action);

Hanson v. Odyssey HealthCare. Inc., et al., 3:04 CV 2751 (N.D. Texas) (Lead Counsel in derivative action); Cannon v. MBNA Corp., et al., 05-cv-429 (D. Delaware) (Appointed to the

Executive Committee in ERISA Class Action); Mellot v. Choicepoint, Inc., et al., 05 cv1340

(N.D. Georgia) (Interim Co-Lead Counsel in ERISA Class Action); Phillips v. Molson Coors

Brewing Co., et al., 05-cv-604 (D. Delaware) (Interim Co-Lead Counsel in ERISA Class Action);

Dolliver v. Patterson Companies Inc. , (D. Minnesota) (Interim Co-Lead Counsel in ERISA Class

Action); Diane Johnson v. Bausch & Lomb, et al.. 06-cv-2916 (S.D. New York) (Co-Lead

Counsel ERISA Class Action); Hapka v. Dennis Crowley. et al., 50-2005 CA (15`h Judicial

Circuit in and for Palm Beach County, Florida) (de facto lead counsel in derivative action against Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 10 of 13

Spear & Jackson); Hamwi v. AON Corporation, et al. , 04 CV 7729 (S.D.N.Y.) (co-counsel in

ERISA class action); Lemond v. New York Community Bancorp Inc. , et al ., 05cv2222

(E.D.N.Y) (co-counsel in derivative action); Forsee v. Janus Fund, et al. , 03cv7654 (S.D.N.Y.)

(securities fraud class action); Clancy v. Strong Advisors Common Stock Fund, et al. , 03cv8375

(S.D.N.Y.) (securities fraud class action); Adams v. Putnam American Government Income

Fund, et al. , 04cvO1072 (S.D.N.Y) (securities fraud class action); Clancy v. Invesco Advantage

Health Sciences Fund, et al., 04cv0713 (S.D.N.Y) (securities fraud class action); Durkin v.

Canadian Superior. Inc., et al. , 04cv3453 (S.D.N.Y.) (securities fraud class action); In re Nortel

Networks Corp. Sec. Litig. , 04cv02115 (S.D.N.Y.) (securities fraud class action); In re China

Life Sec. Litig. , 04cv2122 (S.D.N.Y.) (securities fraud class action); Anderson v. John D.

Lockton, et al., 1168070 (Superior Court of California, County of Santa Barbara) (derivative

action against Superconductor Technologies, Inc.); Nieman v. Ira B. Lampert, et al. , 05cv60574

(S.D. Fl.) (derivative action against Concord Camera); In re Omnivision Technologies, Inc.,

04cv2297 (N.D. Cal.) (securities fraud class action); In re Genta Incorporated Derivative Litig. ,

Docket No. UNN-L-2054-04 (N.J. Superior Court) (co-counsel in derivative action); Ramseur v.

Callidus Software, Inc., et al. , No. C. 04-4419 (N.D. Cal.) (co-counsel in derivative action);

Sheppard, et al. v. Federal National Mortgage Association et al. , 05cv00937 (D. Col.) (ERISA class action); Spiziri v. The St. Paul Travelers Companies, et al. , 04cv5097 (D. Minn) (of counsel in ERISA class action); McCalla v. Chiron Corp., et al. , RG04180801(Sup. Ct. of Cal.) (co- counsel derivative action and transactional case); Sergi, et al. v. American International Group,

Inc., et al. , 05cv4266 (S.D.N.Y.) (ERISA class action); Ferdinandson v. Marsh & McLennan

Companies, Inc. et al. , 05cv2019 (S.D.N.Y) (ERISA Class Action); Grider v. The Administrative Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 11 of 13

Committee of the Tower Automotive Retirement Plan, et al. , 05cv4084 (S.D.N.Y.) (ERISA class action); Freedman v. Gillette Company, et al. , C.A. No. 1130-N (Court of Chancery for the State of Delaware) (Transactional case); In Re Collins & Aikman Corp. , 05cv4950 (S.D.N.Y.) (of counsel in securities fraud class action); Chase-Orr v. Delphi Corp., et al. , 05cv71339 (D. Minn.)

(ERISA Class Action); Sindona v. M. Richard Asher, et al., 05-2644 (N.D. California)

(Electronic Arts derivative action); Edgar v. Avaya. Inc., et al.. 05-cv-3598 (N.J. District Court)

(of counsel in ERISA Class Action); McCauley v. Tribune Company, et al., 05-cv-03377 (N.D.

Illinois) (ERISA Class Action); In Re Ameritrade, C.A. No. 5830650-N (Court of Chancery for the State of Delaware) (Transactional case); Bosnian v. Harlev-Davidson. Inc., et al., 05-cv-

00912 (E.D.Wisconsin) (of counsel in ERISA Class Action); Nespole v. DRDGold Limited, et al., 05-cv-5661 (S.D.N.Y.) (of counsel in securities fraud class action); Aviva Partners, LLC v.

Exide Technologies, et al. 05cv03098 (D. NJ.) (of counsel in securities fraud class action);

Jackson v. The Coca-Cola Compare et al. 05-cv-1798 (N.D. Georgia) (of counsel in ERISA

Class Action); Boyd v. ConAgra Foods, Inc., et al., 05-cv-00386 (D. Nebraska) (of counsel in

ERISA Class Action); Fontenot v. Guidant, 05-cv-1468 (S.D. Indiana) (of counsel in ERISA

Class Action); Afuape v. Robert Chrenc, et al. , Index No. 05-25098 (Supreme Court, Queens

Co., New York) (of counsel in Symbol Technology derivative action and transactional case),

Gloria Showers v. Thomas M. Siebel. et al, CV-449535 (Superior Court of the State of

California), Jennifer Chu v. Abercrombie & Fitch Co., 05-cv-0 1084 (S.D. Ohio) (derivative class action) George Larson v. Boston Scientific, et al, 06-CV-10105 (D. Massachusetts) (ERISA

Class Action), Johnson v. Dana Corporation, et al, 05-cv-7435 (N. D. Ohio) (ERISA Class

Action); Forbes v. Diebold Inc.. et al, 05-cv-0324 (N.D. Ohio) (ERISA Class Action); Binu

4 Case 3:04-cv-02297-SC Document 228-7 Filed 08/03/2007 Page 12 of 13

Mathew v. The JP Morgan Chase Retirement Plan, et al. , 06-cv-4184 (S.D. New York) (of

counsel in ERISA Class Action); Robert Maxwell v. Radioshack Corporation, et al., 06-cv-499

(N.D. Texas) (co-counsel in ERISA Class Action); Anthony Salvato v. Zale Corporation et al .,

06-cv-1124 (N.D. Texas) (co-counsel in ERISA Class Action); Terri Simeon v. Affiliated

Computer Services, Inc. et al ., 06-cv-1592 (N.D. Texas) (co-counsel in ERISA Class Action);

Francesco Ciabatti v. David M. Rickey et al. , 06-cv-4910 (N.D. California); (co-counsel in

Derivative Class Action); Peter J. Cunningham v. Joseph Ram, et al. , 06-cv-1529 (S.D.

California) (Derivative Class Action); Randall W. Clark v. Home Depot, Inc ., 06-cv- 5384

(S.D.N.Y) (co-counsel in ERISA Class Action); Andre Bowen v. Dell Computer Corporation et

al. 06-cv-790 (W.D. Texas) (co-counsel in ERISA Class Action).

We also represent plaintiffs and defendants in a variety of complex civil and commercial

litigations , including consumer class actions, real estate and business disputes , breach of contract and commercial disputes, employment cases (discrimination, harassment, wrongful termination), insurance coverage disputes, professional malpractice (accounting, legal and medical), products liability, and personal injury lawsuits.

We have also been retained strictly as trial counsel in many matters. Members of the firm are admitted to practice in all the courts of the State of New York and New Jersey, as well as in the United States District Court for the Southern District of New York, the United States

District Court for the Eastern District of New York, the United States District Court of New

Jersey and the United States Court of Appeals for the Second Circuit. Members of the firm have also been admitted pro hac vice in a number of other state and federal jurisdictions. Case 3 :04-cv-02297- SC Document 228-7 Filed 08/03/2007 Page 13 of 13

FIRM BIOGRAPHY

THOMAS J. McKENNA is a member of the Bar of the State of New York since

1985 and admitted to practice before the United States District Courts for the Southern and

Eastern Districts of New York, and the United States Court of Appeals, Second Circuit. Mr.

McKenna is also a member of the Association of the Bar of the City ofNew York, New York

State Trial Lawyers Association, and American Trial Lawyers Association and past member of the New York County Lawyers Association. Mr. McKenna received a Bachelor of Arts degree from Boston College in 1981 (magna cum laude); received a J.D. degree from Syracuse

University College of Law in 1984 (cum laude) and was a Law Review Editor and Member of the Justinian Honorary Law Society at Syracuse. Mr. McKenna was also Law Clerk for the

Honorable Veronica D. Wicker of the United States District Court for the Eastern District of

Louisiana, 1984-1986. Prior to forming Gainey & McKenna, Mr. McKenna was an attorney at

Grutman Greene & Humphrey in New York City and Cahill, Gordon & Reindel in New York

City, practicing class actions and securities law, insurance coverage litigation, general commercial litigation and other types of civil litigation.

Mr. McKenna's practice areas currently include litigation and trial practice in all types of cases, including a broad mix of complex commercial and tort cases, class actions, securities cases, derivative action, insurance coverage disputes, professional malpractice, and fraud cases.

6 Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 1 of 43

Exhibit G 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 2 of 43

12 Local Counsel for Plaintiffs

13 UNITED STATES DISTRICT COURT

14 NORTHERN DISTRICT OF CALIFORNIA

15 SAN FRANCISCO DIVISION

16 In re OMNIVISION TECHNOLOGIES, INC., ) Master File No. C-04-2297 SC

17 ) CLASS ACTION

18 This Document Relates To: ) 19 CASE NOS. 04-2297-SC; 04-2298-SC; 04- ) DECLARATION OF FRANCIS M. 2385-SC; 04-2410-SC; 04-2419-SC; 04-2425- ) GREGOREK IN SUPPORT OF JOINT 20 SC; 04-2433-SC; 04-2474-SC; 04-2514-SC; ) PETITION FOR ATTORNEYS' FEES AND 04-2525-SC; 04-2570-SC; and 04-4350-SC ) EXPENSES FILED ON BEHALF OF WOLF 21 HALDENSTEIN ADLER FREEMAN & HERZ LLP 22

28 DECLARATION OF FRANCIS M. GREGOREK IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP - MASTER FILE NO. C-04-2297 SC 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 3 of 43

1 FRANCIS M. GREGOREK, being first duly sworn, deposes and says:

2 1. I am a member of the law firm of WolfHaldenstein Adler Freeman & Herz LLP. I 3 11 submit this declaration in support of my firm's application for an award of attorneys' fees in

4 11 connection with services rendered in this case, as well as the reimbursement ofexpenses incurred by 5 11 my firm in connection with this litigation.

6 2. My firm acted as one ofplaintiffs' counsel in this class action. The tasks undertaken

7 by my firm involved investigation and research into claims and damages issues as well as pleadings preparation. 8 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the 9 amount oftime spent by the partners, attorneys and professional support staff ofmy firm who were 10 involved in this litigation, and the lodestar calculation based on my firm's current billing rates. For 11 personnel who are no longer employed by my firm, the lodestar calculation is based upon the billing 12 rates for such personnel in his or her final year of employment by my firm. The schedule was 13 prepared from contemporaneous, daily time records regularly prepared and maintained by my firm, 14 which are available at the request ofthe Court. Time expended in preparing this application for fees 15 and reimbursement of expenses has not been included in this request. 16 4. The hourly rates for the partners, attorneys and professional support staffin my firm 17 I included in Exhibit 1 are the same as the regular current rates charged for their services in 18 I non-contingent matters and/or which have been accepted and approved in other securities or 19 I shareholder litigation.

20 5. The total number of hours expended on this litigation by my firm is 123.50 hours.

21 The total lodestar for my firm is $54,355.50, consisting of $44,115.50 for attorneys' time and

22 1 $10,240.00 for professional support staff time.

23 6. My firm' s lodestar figures are based upon the firm's billing rates, which rates do not

24 include charges for expense items. Expense items are billed separately and such charges are not

25 duplicated in my firm's billing rates. 7. As detailed in Exhibit 2, my firm 26 has incurred a total of $1,685.25 in un-reimbursed expenses in connection with the prosecution of this litigation. 27

28 DECLARATION OF FRANCIS M. GREGOREK IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP - MASTER FILE NO. C-04-2297 SC - 1 - 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 4 of 43

1 8. The expenses incurred in this action are reflected on the books and records of my

2 firm. These books and records are prepared from expense vouchers, check records and other source

3 materials and represent an accurate recordation of the expenses incurred.

4 9. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is a

5 briefbiography ofmy firm and attorneys in my firm who were principally involved in this litigation. declare penalty of perjury that the foregoing is true and correct. Executed this 2nd 6 I under day of August 2007, at San Diego, California. 7

10 F IS M. GIVEGOREK 11

27 OMNIVISION:15119.DECL

28 DECLARATION OF FRANCIS M. GREGOREK IN SUPPORT OF JOINT PETITION FOR ATTORNEYS' FEES AND EXPENSES FILED ON BEHALF OF WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP - MASTER FILE NO. C-04-2297 SC - 2- Case 3 : 04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 5 of 43

EXHIBIT 1

In re Omnivision Technologies, Inc.

WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP

TIME REPORT - Inception through August 1, 2007

Name Total Hourly Total Hrs. Rate Lodestar PARTNERS: Fred T. Isquith 0.70 $680.00 $ 476.00 Frank M. Gregorek 46.70 $665.00 $31,055.50 Betsy C . Manifold 10.80 $565.00 $ 6,102.00 ATTORNEYS: Rachele R. Rickert 11 . 10 $420.00 $ 4,662.00 Christopher S. Hinton 7.00 $260.00 $ 1 ,820.00 PROFESSIONAL SUPPORT STAFF: Joseph Weiss 4.60 $235.00 $ 1,081.00 Matthew V. Mundo 2.20 $ 195.00 $ 429.00 Derek M. Behnke 12.50 $205.00 $ 2,562.50 Carrie R. Bierman 2.20 $175.00 $ 385.00 Amy B. Neil 25 .70 $225 .00 $ 5782.50 TOTAL LODESTAR 123.50 $54,355.50

-4- Case 3 : 04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 6 of 43

EXHIBIT 2

In re Omnivision Technologies, Inc.

WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP

EXPENSE REPORT - Inception through August 1, 2007

Categories : Amount Photocopies/Reproduction $495.25 Postage/Notice Costs $431.89 Telephone $3.70 Messengers/Express Services $21.05 Lexis/Westlaw/Legal Research $236.06 Meals, Hotels & Transportation $13.80 Facsimile Charges $4.00 Attorney Services 479.50 TOTAL EXPENSES: $1,685.25

-5- Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 7 of 43

EXHIBIT 3 Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 8 of 43

FIRM RESUME

WOLF HALDENSTEIN ADLER FREEMAN HERZ LLP Case 3 : 04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 9 of 43

WOLF HALDEN EiN ADLER FREEMAN &I-MRZ LLP

Founded in 1888, Wolf Haldenstein Adler Freeman & Herz LLP is a full service law firm with practice groups in corporate/tax, pension/benefits, real estate, trusts and estates, healthcare, bankruptcy, limited partnerships, and civil and commercial litigation, with a particular specialty in complex class and shareholder litigation under both federal and state law.

Wolf Haldenstein's total practice approach, supported by the Firm's mid- range size, distinguishes the Firm from other firms. Our longstanding tradition of a close attorney/client relationship ensures that each one of our clients receives prompt, individual attention and does not become lost in an institutional bureaucracy. Our team approach is at the very heart of Wolf Haldenstein's practice. All of our lawyers are readily available to all of our clients and to each other. The result of this approach is that we provide our clients with an efficient legal team having the broad perspective, expertise and experience required for any matter at hand. We are thus able to provide our clients with cost effective and thorough counsel focused on our clients' overall goals.

The Firm has its principal office with lawyers in the various practice areas, at 270 Madison Avenue, New York, NY 10016. The Firm's general telephone number in New York is (212) 545-4600. The fax number in New York is (212) 545-4653. The Firm also has offices at Symphony Towers, 750 B Street, Suite 2770, San Diego, CA 92101, telephone: (619) 239-4599, fax: (619) 234-4599; 55 W. Monroe Street, Suite 1111, Chicago, IL 60603, telephone: (312) 984-0000, fax: (312) 984-0001; 625 N. Flagler Drive, West Palm Beach, Florida 33401; and 1920 L Street, N.W., Suite 400, Washington, DC 20036. The Firm's web site is accessible at http://www.whafh.com.

- V L F fi..i AL DENS 1N

L. L P- Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 10 of 43

HE FIRM

Wolf Haldenstein's Class Action Litigation Group has been recognized by courts throughout the country as being highly experienced in complex litigation, particularly with respect to securities, consumer, ERISA, and antitrust class actions and shareholder rights litigation. The Class Action Litigation Group consists of 30 attorneys and 10 paraprofessional assistants. Brief resumes of these attorneys begin on page 12.

Also included are the resumes of attorneys from other areas of the Firm's practice who routinely lend their expertise to the Firm's class action litigators in the areas of tax, bankruptcy, corporate, trusts, labor, and ERISA law. The ability to call upon the internal expertise of practitioners in such varied areas of the law greatly enhances the strength and efficiency of the Firm's representative litigation practice and, indeed, makes Wolf Haldenstein unique among national firms specializing in class action litigation.

The nature of the Firm's activities in representative litigation is extremely broad. In addition to a large case load of securities fraud and other investor class actions, Wolf Haldenstein has represented classes of corn farmers in connection with the devaluation of their crops; contact lens purchasers for contact lens manufacturers' violations of the antitrust laws; merchants compelled to accept certain types of debit cards; insurance policyholders for insurance companies' deceptive sales practices; victims of unlawful strip searches under the civil rights laws; and various cases involving violations of Internet users' on-line privacy rights.

The Firm's experience in class action securities litigation, in particular public shareholder rights under state law and securities fraud claims arising under the federal securities laws and regulations, including the Private Securities Litigation Reform Act of 1995 ("PSLRA"), is particularly extensive . The Firm was one of the lead or other primary counsel in securities class action cases that have recouped billions of dollars on behalf of investor classes, in stockholder rights class actions that have resulted in billions of dollars in increased merger consideration to shareholder classes, and in derivative litigation that has recovered billions of dollars for corporations.

AL.OE;^' N

?`..'t. REE ari=a

f"^ ER Z UL P Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 11 of 43

Among its colleagues in the plaintiffs' securities bar, as well as among its adversaries in the defense bar, Wolf Haldenstein is known for the high ability of its attorneys, the exceptionally high quality of its written and oral advocacy on behalf of class action clients, and its pioneering efforts in difficult or unusual areas of securities or investor protection laws, including: groundbreaking claims that have been successfully brought under the Investment Company Act of 1940 regarding fiduciary responsibilities of investment companies and their advisors toward their shareholders; claims under ERISA involving fiduciary duties of ERISA trustees who are also insiders in possession of adverse information regarding their fund's primary stockholdings; the fiduciary duties of the directors of Delaware corporations in connection with change of control transactions; the early application of the fraud-on-the-market theory to claims against public accounting firms in connection with their audits of publicly traded corporations; and the application of federal securities class certification standards to state law claims often thought to be beyond the reach of class action treatment.

Wolf Haldenstein's performance in representative litigation has repeatedly received favorable judicial recognition. The following representative judicial comments over two decades indicate the high regard in which the Firm is held:

• In In re Comdisco Sec. Litig., No. 01 C 2110 (July 14, 2005), Judge Milton Shadur recently observed: "It has to be said ... that the efforts that have been extended [by Wolf Haldenstein] on behalf of the plaintiff class in the face of these obstacles have been exemplary. And in my view [Wolf Haldenstein] reflected the kind of professionalism that the critics of class actions ... are never willing to recognize.... I really cannot speak too highly of the services rendered by class counsel in an extraordinary difficult situation."

• In In re MicroStrategy Securities Litigation, 150 F. Supp. 2d 896, 903 (E.D. Va. 2001), where the Firm was a co-lead counsel, Judge Ellis commented: "Clearly, the conduct of all counsel in this case and the result they have achieved for all of the parties confirms that they deserve the national recognition they enjoy."

• In In Re Toys R Us Antitrust Litigation, 98 MDL 1211 (NG) 191 F.R.D. 347, 351, 356 (E.D.N.Y. 2000), where the Firm served as co-lead and liaison counsel, Judge Gershon wrote: "Class counsel are highly skilled and experienced and can fairly and adequately represent the interests of the class

ICL i"Af DE i -7 14 ^^,..,tt_,._s ' t : ELO.A N Case 3:04-cv-02297 -SC Document 228-8 Filed 08/03/2007 Page 12 of 43

.... Counsel for both the class plaintiffs and the States have well-earned the compensation that they request."

• In Yud v. Saf T Lok, No. 98-8507-Civ-Hurley (S.D. Fla. Dec. 15 , 1999), where the Firm was sole lead counsel, the court stated : "The attorneys have done an outstanding amount of work and fine legal work in a short period of time to bring this class action to resolution in a successful fashion."

• In Kurzweil v. Philip Morris Companies, 94 Civ. 2373, 94 Civ. 2546 (MBM) (S .D.N.Y. Nov. 13, 1998), where the Firm was sole lead counsel, now Chief Judge Mukasey, in approving a $116.5 million settlement stated: "In this case, this represents a lot of good, hard, serious work by a lot of talented lawyers and I appreciate it on both sides."

In Paramount Communications v. QVC Network Inc.; In re Paramount Communications Inc. Shareholders'Litigation, 637 A.2d 34, 37 n.2 (Sup. Ct. Del. 1994), where the Firm was co-lead counsel for the Paramount shareholders, the Supreme Court of Delaware noted "its appreciation of .. . the professionalism of counsel in this matter in handling this expedited litigation with the expertise and skill which characterize Delaware proceedings of this nature ." The Court further "commended the parties for their professionalism in conducting expedited discovery , assembling and organizing the record, and preparing and presenting very helpful briefs, a joint appendix , and oral argument."

• In In re Laser Arms Corp. Securities Litigation, 794 F. Supp. 475, 496 (S.D.N.Y. 1989), where the Firm was lead counsel, the Court stated "plaintiffs' counsel have demonstrated their experience in securities litigation and the Court is confident that counsel will proceed vigorously on behalf of all class and subclass members."

In In re Public Service Co. of Indiana Derivative Litigation, 125 F.R.D. 484, 486 (S.D. Ind. 1988), concerning the construction of the Marble Hill Nuclear Power Plant, where the Firm was lead counsel, the court said: "Throughout the life of this litigation, it has been both vigorously prosecuted and aggressively defended by thoroughly competent counsel on all sides."

• In In re Public Service Co. ofNew Hampshire Derivative Litigation, 84-220-D (D.N.H. 1986), involving the construction of the Seabrook Nuclear Power Plant, where the Firm was lead counsel, the court said of plaintiffs' counsel that "the skill required and employed was of the highest caliber."

• In In re Warner Communications Securities Litigation , 618 F. Supp. 735, 749 (S.D.N.Y. 1985), where the Firm served as co-lead counsel , the court noted the defendants ' concession that "'plaintiffs ' counsel constitute the

Ai^'ii-E-R t"' i-REE D P-

.:.H Rz..-.--i3 Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 13 of 43

cream of the plaintiffs' bar.' The Court cannot find fault with that characterization."

• In Steiner v. Equimark Corp., No. 81-1988 (W.D. Pa. 1983), a case involving complex issues concerning banking practices in which the Firm was lead counsel, then District Judge Mannsman described, in part, the work the Firm performed:

We look at the complexity of the issue, the novelty of it, the quality of work that, as the trial judge, I am able to perceive, and then, finally, the amount of recovery obtained: I think I have certainly said a lot in that regard. I think it's been an extraordinary case. I think it's an extraordinary settlement. Certainly defense counsel and plaintiffs' counsel as well are all experienced counsel with a tremendous amount of experience in these particular kinds of cases. And under those circumstances ... I think it was, really, the strategy and ingenuity of counsel in dividing up the workload and strategizing the cases as to who was to do what and what ultimately should be done to bring about the settlement that was achieved.

CURRENT CASES

Wolf Haldenstein is a leader in the class action litigation field and is currently the court-appointed lead counsel, co-lead counsel, or executive committee member in some of the largest and most significant class action lawsuits currently pending across the United States, including:

• In re Initial Public Offering Securities Litigation , 21 MC 92 (SAS) (S.D.N.Y.).

• In re Initial Public Offering Antitrust Litigation , 01 CV 2014 (WHP) (S.D.N.Y.); Dismissal reversed by Billing, et al. v. Credit Suisse First Boston LTD., et al., Docket Nos. 03-9284L & 03-9288CON, 2005 U.S. App. LEXIS 21019 (2d Cir. Sept. 28, 2005).

• J.P. Morgan Chase Securities Litigation, (Blau v. Harrison), Civ. No. 04 C 6592 (N.D. 111.).

• In Re Hansen Natural Corporation Securities Litigation, Case No. CV 06- 7599 JFW (PLAx) (M.D. Cal). Wo

oL °-r s:_' o is .i 4

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• In re Collins & Aikman Corp. Sec. Litigation, 06-cv-13555-AJT-VMM (E.D. Mich.).

• Spagnola v. Kilrea, et al., (HA-LO, Inc.) 02 C 0270 (N.D. 111.).

• In re Globalstar Securities Litigation, Case No. 01-CV-1748 (SHS) (S.D.N.Y.).

• In re Acclaim Entertainment, Inc., Securities Litigation, C.A. No. 03-CV- 1270 (E.D.N.Y.).

• Johnson v. Aegon USA, Inc., 1-02-CV-2617-CAP (N.D. Ga.).

• In re Sepracor Inc. Securities Litigation , Civ. No. 02-12338 (MEL) (D. Mass.).

• In re CNL Hotels & Resorts, Inc. Securities Litigation, No. 6:04-cv-1231 (Orl-31).

• Bamboo Partners LLC v. Robert Mondavi Corp., No. 26-27170 (Cal. Sup. CO.

• Lewis v. CNL Restaurant Properties, No: 05-00083-F (Tex. Dist. Ct.).

• In re Adelphia Communications Corp. Securities and Derivative Litigation ("Adelphia Business Actions"), 03-ML 1529, 03 CV 5755 (LMM) (S.D.N.Y.).

• In re Iridium Securities Litigation, C.A. No. 99-1002 (D.D.C.).

• Rosenbaum Capital LLC v. Boston Communications Group, Inc. et al., 1:05- cv-11165 (D. Mass).

• In re Transkaryotic Therapies, Inc., Securities Litigation, C.A. No. 03- 10165-RWZ (D. Mass).

• In re MCI Communications Corp. Securities Litig., 97-CV-1976 (RWR) (D.D.C.).

• In re Ventro Corporation Securities Litigation, Master File No. Civ. 01- 1287 SBA (N.D. Cal.).

• In re Loral Space & Communications Shareholders' Securities Litigation, 03 Civ. 8262 (JES) (S.D.N.Y).

• In re LNR Property Corp. Shareholder Litigation, Consolidated C.A. No. 647-N (Del. Ch. Ct.).

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• In re Triad Hospitals, Inc. Shareholder Litigation, Case No. 296-00435-07 (Tex. 296th Dist. Ct.).

• Station Casinos Shareholder Litigation, Master Case No. A 532367.

• Swift Transportation Company Shareholder Litigation, Case No. A519396 (Nev.).

• In re Harrahs Entertainment Inc. Shareholder Litigation, Consolidated Class Action No. 2453-N (Del. Ch.).

• In re TXU Shareholder Litigation, Consolidated Case No. 07-01707 (Tex. 44th Dist. Ct.).

• In re EGL, Inc. Shareholder Litigation, Cause No. 2007-00139 (Tex. 125th Dist. Ct.).

• Clear Channel Shareholder Litigation, Cause No. 2006-Cl- 17492 (Tex. 408th Dist. Ct.)

• In re Realogy Corp. Shareholder Litigation, No. 2621-N (Del. Ch.)

• Slater v. Central Parking Corp., Civ. No. 07-397-1 (Chan. Ct. Tenn. 20th Dist. Nashville).

• In re Tyson Foods, Inc. Consolidated Shareholder Litigation, Consolidated C.A. No. 1106-N (Del. Ch. Ct.).

• In re American Pharmaceutical Partners, Inc. Shareholder Litigation, Consolidated C.A. No. 1823-N (Del. Ch. Ct.).

• In re Merrill Lynch & Co., Inc. Global Technology Fund Securities Litigation, 02 CV 7854 (JFK) (SDNY).

• In re Merrill Lynch & Co., Inc. Focus Twenty Fund Securities Litigation, 02 CV 10221 (JFK) (SDNY).

• In re Specialty Laboratories, Inc. Shareholder Litigation, Case No. BC340798 (L.A. Superior Ct).

• Sheldon Miller, P.C. Deferred Benefits Plan v. Siebel System, Inc., et al., Case No. CIV 449534 (San Mateo Sup. Ct).

• In re Tower Automotive ERISA Litigation, No. 05 CV 2184 (LLS) (S.D.N.Y.).

• In re Coca-Cola ERISA Litigation, 05 CV 1798 (N.D. Ga.).

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• In re Aon ERISA Litigation, No. 04 C 6875 (N.D. Ill.).

• In re Aquila, Inc., (ERISA Litigation), 04-865 (W.D. Mo.).

• Spiziri v. The St. Paul Travelers Companies, Inc. (ERISA Litigation), Civ. No. 04-5096 JRT/FLN (D. Minn.).

• In re Harley Davidson, Inc. ERISA Litigation, Case No. 05-C-00547-CNC 4 (E.D. Wisc). ,^rf • In re Guidant Corp. ERISA Litigation, 1:05-cv-1009-LJM-TAB (S.D. Ind.)

• In re Dynamic Random Access Memory (DRAM) Antitrust Litigation, Master File No. M 02-1486 (N.D. Cal.).

• In re Elevators and Escalators Antitrust Litigation, 04-CV-1644 (S.D.N.Y.)

• In re Sulfuric Acid Antitrust Litigation, Master File No. 03 C 4576 (N.D. I11.).

• In re McDonough, et al. v. Toys "R" Us, Inc., et al., No 2:06 CV 00242-AB (E.D. Pa.).

• In re Copper Tubing Antitrust Litigation, No. 04-2771-DV.

• Schoenbaum v. E.I. DuPont de Nemours and Company, et al., Case No. 4:05-cv-01108 ERW (E.D. Mo.) (consolidated antitrust cases concerning genetically modified corn and soybean seeds.

• In re St. Paul Travelers Securities Litigation II, Civ. No. 04-cv-4697 (JRT/FLN) (D. Minn.).

Beginning on page 25 is a representative listing of cases in which the Firm has been lead or one of the plaintiffs' primary counsel and the results achieved in those cases. In addition, a representative list of published decisions in cases in which Wolf Haldenstein has played a lead or other significant role begins on page 29.

Wolf Haldenstein is a leader in the derivative litigation field and is currently leading counsel in some of the most significant derivative actions pending in the United States, including:

• In re Mutual Fund Investment Litigation, MDL No. 1586 (D. Md.).

• Levin v. Kozlowski, (Tyco Derivative Litigation), No. 602 1 1 3/2002 (N.Y. Sup. Ct.).

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• AIG, Inc. Consolidated Derivative Litigation, C.A. No. 769-N (Del. Chanc.).

• In re R&G Financial Corp. Derivative Litigation, 1:05-CV-5547 (S.D.N.Y.).

• In re Cablevision Systems Corp. Shareholder Derivative Litigation, Master File No. 06-CV-4130-DGT-AKT.

• In re Mercury Interactive Corp. Derivative Litigation, Case No. 5:05-cv- 04642-JF (N.D. Cal.).

• General Motors Derivative Litigation, MDL Docket No. 1749 (E.D. Mich.).

• In re Applied Micro Circuits Corp., Inc. Derivative Litigation, Lead Case No. CV 06-04269 JW (N.D. Cal.).

• In re Atmel Corp. Derivative Litigation, Master File No. 06-4592 JF (HRL) (N.D. Cal.).

• In re Monster Worldwide, Inc. Stock Option Derivative Litigation, Master File No. 06cv4622 (S.D.N.Y.).

• In re Novellus Systems, Inc. Derivative Litigation, Master File No. C 06- 03514 RMW (N.D. Cal.).

• In re Verisign, Inc. Derivative Litigation, Master File No. C-06-4165-PJH (N.D. Cal.).

• In re Western Digital Corp. Derivative Litigation, Master File No. SACV 06-729-AG (RNBx) (C.D. Cal.).

• In re Novell, Inc. Derivative Litigation, 06-CV- 11625 (D. Mass.).

O E TiM C O Mp E N S.A-1-10N"IO (::LASS Aua IONS

Wolf Haldenstein is a leader in the field of class action litigation on behalf of employees who have not been paid overtime or other compensation they are entitled to receive, or have had improper deductions taken from their compensation. These claims for violations of the federal Fair Labor Standards Act and state labor laws, allege improper failure to pay overtime and other wages, and improper deductions from compensation for various company expenses. Wolf Haldenstein is currently lead or co-lead counsel,

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or other similar lead role, in some of the most significant overtime class actions pending in the United States, including those listed below:

• Lavoice v. Citigroup Global Markets, Inc., 06-0756 (S.D.N.Y.)

• Basile v. A.G. Edwards, Inc., o6-cv-0833 (N.D.N.Y)

• Rosenthal v. A.G. Edwards & Sons, Inc., 06-3995 (D.N.J.)

• Palumbo v. Merrill Lynch, 06-2104 (E.D.N.Y.) ^ ^ x t

• Garrison v. Merrill Lynch, 06-3553 (D.N.J.) w !Y

Roles v. Morgan Stanley, 05-7889 (E.D.N.Y.)

• Lenihan v. Morgan Stanley, 06-00794 (D. Conn.)

• Klein v. Ryan Beck, 06-03460 (S.D.N.Y.)

• Badain v. Wachovia, 06-06321 (W.D.N.Y.)

• Garcia v. Lowe's Home Centers, Inc., Case No. GIC 841120 (S.D. Supr.)

• Weinstein v. MetLife, Inc., 06-cv-04444-SI (N.D. Cal.)

PRIVATE AC11 10 N S FOR INSTITUTIONAL INVESTOR

In addition to its vast class action practice, the Firm also regularly represents institutional clients such as public funds, investment funds, limited partnerships, and qualified institutional buyers. The Firm has represented institutional clients in non-class federal and state actions concerning a variety of matters, including private placements, disputes with investment advisors, and disputes with corporate management. Examples of such cases include:

• Steed Finance LDC v. Laser Advisers, Inc., 99 Civ. 4222 (PKC)(S.D.N.Y.), a fraud, negligence, breach of contract and breach of fiduciary duty action brought by a hub fund, a related feeder fund and individual investors in the feeder fund against the funds' former investment advisors for mispricing certain securities and derivative instruments in the funds' fixed-income securities portfolio.

• Diversified Asset Securitization Holdings I, L.P. v. Enterprise Mortgage Acceptance Co, LLC, et al., 02 Civ . 10228 (SWK) (S.D.N.Y.), a federal and

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state securities fraud action brought by limited partnerships that pooled the investments of various insurance companies against the issuer and management and controlling shareholder of the issuer, concerning misrepresentations made in connection with a private placement of certificates representing interests in a securitized pool of loans made to franchise operations of car care businesses, gas stations, convenience stores ...1' and quick service restaurants.

• Gramercy Park Investments v. Airfund International, No. 97-22734B (Mass.Super . Ct.); Gramercy Park Investments v. The Krupp Realty Fund, No. 97-1612 (Mass.Super.Ct.); Geodyne Resources v. Gramercy Park Investments , No. CJ-96-05548 (Dist.Ct.Okla.); Gramercy Park Investments v. Wells Real Estate Fund, No. 97-A-0241-3 (Ga.Super.Ct.); Gramercy Park Investments v. Swift Energy, No. 96-61729 (Dist.Ct.Tex.); and Lexington Family Investments v. Dean Witter, No. 15217-96 (N.Y.Sup.Ct .); actions brought on behalf of institutional investors in state courts throughout the nation demanding inspection of investor lists and other corporate and partnership information.

• Madison Partnership Liquidity Investors v. American Cable TV Investors, 97 Civ. 4950 (JSM) (S.D.N.Y.); and Madison Partnership Liquidity Investors v. PLM Equipment Growth Fund, 98 Civ. 4057 (JSM)(S.D.N.Y.); actions brought on behalf of institutional investors against fund management for improper defensive actions taken in response to investors' acquisitions of large positions in funds.

The Firm has also acted as special counsel to investors' committees in efforts to assert the investors' interests without resort to litigation. For example, the Firm served as Counsel to the Courtyard by Marriott Limited Partners Committee for several years in its dealings with Host Marriott Corporation, and as Special Counsel to the Windsor Park Properties 7 and 8 limited partners to insure the fairness of their liquidation transactions.

THE (.-. LASS A C;ION L-I TIGATION G ROUP

The qualifications of the attorneys in the Wolf Haldenstein Litigation Group are set forth below and are followed by descriptions of some of the Firm's attorneys who normally practice outside the Litigation Group who contribute significantly to the class action practice from time to time.

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'.° A.R rNERSf

DANIEL W. KRASNER: admitted: New York; Supreme Court of the United States; U.S. Courts of Appeals for the Second, Third, Fourth, Sixth, Eighth, Ninth, Tenth and Eleventh Circuits; U.S. District Courts for the Southern and Eastern Districts of New York, Central District of Illinois, and Northern District of Michigan. Education: Yeshiva College (B.A. 1962); Yale Law School (LL.B., 1965). Lecturer: Practicing Law Institute; Rutgers Graduate School of Business. Member: the Association of the Bar of the City of New York; Rockland County, New York State and American Bar Associations; Federal Bar Council. Mr. Krasner has lectured frequently before bar groups and has educated groups on securities laws and investors rights. His qualifications have received favorable judicial recognition on many occasions. See, e.g., Shapiro v. Consolidated Edison Co., [1978 Transfer Binder] Fed. Sec. L. Rep. (CCH) & 96,364 at 93,252 (S.D.N.Y. 1978) ("in the Court's opinion the reputation, skill and expertise of . . . [Mr.] Krasner, considerably enhanced the probability of obtaining as large a cash settlement as was obtained"); Steiner v. BOC Financial Corp., [1980 Transfer Binder] Fed. Sec. L. Rep. (CCH) & 97,656, at 98,491.4, (S.D.N.Y. 1980) ("This Court has previously recognized the high quality of work of plaintiffs' lead counsel, Mr. Krasner"). The New York Law Journal, August 1, 1983, at p. 5 (referring to Mr. Krasner as one of the "top rank plaintiffs' counsel" in the securities and class action fields.).

FRED TAYLOR ISQUITH: admitted: New York; District of Columbia; Supreme Court of the United States; U.S. Courts of Appeals for the First, Second, Third, Fourth and Eighth Circuits; U.S. District Courts for the Southern, Eastern and Northern Districts of New York, District of Arizona, District of Colorado, Central District of Illinois, Western District of Michigan and District of Nebraska. Education: Brooklyn College of the City University of New York (B.A., 1968); Columbia University (J.D., 1971). Author, "Post Arbitration Remedies," for an Introduction to Securities Arbitration (NYSBA, 1994); "A Plaintiff's Lawyer Examines Limited Partnership Roll-ups for Real Estate Exit Strategies" (American Conference Institute, 1994); Federal Civil Practice Supplement, "Representative Actions," (NYSBA, 2000). Columnist for weekly column "From the Courts," for The Class Act, National Association of Securities and Class Action Attorneys. Lecturer, IPO Tie In/Claims Seminar, Professional Liability Underwriter Society; Securities Arbitration New York State Bar Association; Real Estate Exit Strategies, American Conference Institute; Fundamental Strategies in Securities Litigation (NYSBA, CLE Program). He is an

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arbitrator with the American Arbitration Association and with the Civil Court of the City of New York and a mediator for the ADR Program of the Supreme Court, County of New York, Complex Litigation Panel. Member: The Association of the Bar of the City of New York (Committee on Federal Courts); New York County Lawyers' Association (Former Chair: Business Tort/Consumer Fraud-Tort Law Section); Brooklyn (Member: Committee on Civil Practice Law and Rules, 1983-; Committees on Legislation and Federal Courts, 1984-), New York State (Member: Committee on Legislation, Trial '§ Lawyers Section, 1981- ); Committee on Securities, Commercial and Federal Litigation Section, 1989- ), and American (Member: Sections on: Litigation; International Law; Individual Rights and Responsibilities) Bar Associations; the District of Columbia Bar; and Legislation and Civil Practice Law and Rules Committee of the Brooklyn Bar Association. Mr. Isquith has been Chairman of the Business Tort/Consumer Fraud Committee of the Tort Law Section of the New York State Bar Association and is a member of that association's Committees on Securities Law and Legislation. He has served as a judge for the Moot Court Competition of Columbia University Law School and Fordham University's National Competition. Mr. Isquith served as President of the National Association of Securities and Commercial Law Attorneys in 2003 and 2004. The April 1987 issue of Venture magazine listed Mr. Isquith as among the nation's top securities class action attorneys.

JEFFREY G. SMITH: admitted: New York; California; Supreme Court of the United States; U.S. Courts of Appeals for the Second, Third, Fourth, Fifth, Sixth, Eighth and Ninth Circuits; U.S. Tax Court; U.S. District Courts for the Southern and Eastern Districts of New York, Southern and Central Districts of California and the Districts of Colorado and Nebraska. Education: Vassar College (A.B., cum laude generali, 1974); Woodrow Wilson School of Public and International Affairs, Princeton University (M.P.A., 1977); Yale Law School (J.D., 1978). At Yale Law School, Mr. Smith was a teaching assistant for the Trial Practice course and a student supervisor in the Legal Services Organization, a clinical program. Member: The Association of the Bar of the City of New York; New York State and American (Section on Litigation) Bar Associations; State Bar of California (Member: Litigation Section). Mr. Smith has frequently lectured on corporate governance issues to professional groups of Fund trustees and investment advisors as well as to graduate and undergraduate business student groups, and regularly serves as a moot court judge for the A.B.A. and at New York University Law School. Mr. Smith has substantial experience in complex civil

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litigation, including class and derivative actions, tender offer, merger, and takeover litigation.

FRANCIS M. GREGOREK: admitted: New York; California; U.S. Courts of Appeals for the District of Columbia and Ninth Circuit; U.S. District Courts for the Eastern and Southern Districts of New York, and Central, Southern and Northern Districts of California; Education : University of Virginia (B.A., with high distinction, 1975); New York University (J.D., 1978); Durham University, Durham, England. Phi Beta Kappa; Phi Alpha Theta. Member: State Bar of California; American Bar Association.

MARY JANE FAIT: admitted: New York; Illinois; U.S. District Courts for the Southern and Eastern Districts of New York, and Northern District of Illinois; U.S. Court of Appeals for the Seventh Circuit. Education : St. John's College and University of Illinois (B.A., Economics, 1976); Cornell Law School (J.D., 1979). Member: Chicago Bar Association; Illinois Bar Association; Antitrust Division of the American Bar Association.

PETER C. HARRAR: admitted: New York; U.S. District Courts for the Southern, Eastern and Northern Districts of New York. Education: Princeton University (A.B., with high honors, 1980); Columbia University (J.D., 1984). Phi Beta Kappa. Mr. Harrar has extensive experience in complex securities and commercial litigation on behalf of individual and institutional clients.

LAWRENCE P. KOLKER: admitted: New York; U.S. Courts of Appeals for the Second and Eleventh Circuits; U.S. District Courts for the Southern and Eastern Districts of New York, Western District of Michigan and the District of Colorado. Education: State University of New York at Binghamton (B.A., 1978); Brooklyn Law School (J.D., 1983). Editor, Brooklyn Law Review, 1982-1983. Panelist, Early Neutral Evaluator for the Eastern District of New York, 1992-1997. Lecturer, Brooklyn Law School, 1989. Assistant Corporation Counsel, City of New York, 1983-1987. Member: The Association of the Bar of the City of New York; New York State Bar Association. Mr. Kolker has spoken at numerous conferences of the Investment Program Association and the Strategic Research Institute concerning limited partnership tender offers and litigation strategies, and has published articles entitled "Litigation Strategies for Limited Partnership Tender Offers" (February 1996) and "Limited Partnership Five Percent Tender Offers" (October 1997) in Standard & Poor's Review of Securities and

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Commodities Regulation. Mr. Kolker has acted as lead counsel in numerous class and derivative actions asserting the rights of investors since joining Wolf Haldenstein in 1989. Mr. Kolker also counsels investment management firms in transactional and securities matters and represents them in corporate and business litigation.

MARK C. RIFKIN: admitted: New York; Pennsylvania; New Jersey; U.S. Supreme Court; U.S. Courts of Appeals for the Second, Third, Fifth, and D.C. Circuits; U.S. District Courts for the Southern and Eastern Districts of New York, the Eastern and Western Districts of Pennsylvania, the District of New Jersey, the Eastern District of Wisconsin and the Western District of Michigan. Education: Princeton University (A.B., 1982); Villanova University School of Law (J.D. 1985). Contributor, PACKEL & POULIN, Pennsylvania Evidence (1987). Mr. Rifkin has extensive experience in complex class and derivative actions in securities, ERISA, antitrust, intellectual property, and consumer protection litigation. Mr. Rifkin has extensive trial experience in class and derivative actions, including In re National Media Corp. Derivative Litig., C.A. 90-7574 (E.D.Pa.), Upp v. Mellon Bank, N.A., C.A. No. 91-5229 (E.D.Pa.), where the verdict awarded more than $60 million in damages to the Class (later reversed on appeal, 997 F.2d 1039 (3d Cir. 1993)), and In re AST Research Securities Litigation, No. 94-1370 SVW (C.D. Cal.), as well as a number of commercial matters for individual clients. Mr. Rifkin has lectured before diverse business and professional organizations in the areas of securities and complex litigation and corporate governance, serves as a moot court judge for the A.B.A. and at New York University Law School, and is a frequent guest lecturer to graduate and undergraduate economics and finance students on corporate governance topics.

REUBEN A. GUTTMAN: admitted: Georgia; District of Columbia; Pennsylvania; New Jersey; U.S. Courts of Appeals for the Third, Fourth, Eleventh, and D.C. Circuits; U.S. District Courts for the District of Columbia, Eastern District of Pennsylvania, District of New Jersey, and Northern District of Georgia. Education: University of Rochester (B.A, 1981); Emory University Law School G.D. 1985). Consulting Editor, The Regulatory Analyst; Medical Waste (Warren Gorham Lamont, New York, NY 1993-1994); Advisory Board Member and Chapter Author, Environmental Management and Healthcare Facilities (W.B. Saunders 1998). Mr. Guttman has extensive experience in complex class actions and litigation under the False Claims Act, the federal securities laws, the Price Anderson Act, the WARN

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Act, RICO, and various employment discrimination, labor and environmental statutes. Mr. Guttman has been counsel in some of the largest recoveries under the Federal False Claims Act including U.S. ex rel. Johnson v. Shell Oil Co., 33 F. Supp. 2d 528 (ED Tex. 1999), where over $300 million were recovered from the oil industry. In addition to serving as an editor, Mr. Guttman has authored a number of scholarly works, including "The Asbestos Model: Labor and Citizens Groups and a Multi-Pronged Approach to Regulatory Change" (co-author), published as a chapter in Conflict Resolution and Public Policy (Greenwood-Quorum Press 1990); "The Dormant Commerce Clause and Interstate Transportation of Waste," ire University of Pennsylvania, Journal of Resource Management and Technology (June 1993); "The False Claims Act: Holding Employers Accountable for Workplace Rights," Co-authored with Ann Lugbill, Employee Rights Quarterly (Aspen, Autumn 2000); "Inside the Minds: Winning Legal Strategies for Structuring Executive Compensation Plans," chapter in Executive Compensation Considerations (Aspatore Books, June 2005); and "The Interplay Between the False Claims Act, Securities Fraud, and ERISA," (Co- author with Ann Lugbill): Taxpayers Against Fraud False Claims Act & Qui Tam Quarterly Review, Vol. 39, (October 2005). Mr. Guttman has appeared on ABC Nightly News and CNN, and has been quoted in major publications, including The Wall Street Tournal, The Washington Post, The Los Angeles Times, The Atlanta Tournal-Constitution, USA Today, Houston Chronicle, Dallas Morning News, and national wire services including the Associated Press and Reuters. In addition to his writings, Mr. Guttman has testified before committees of the United States House of Representatives and the United States Senate on the Asbestos Hazard Emergency Response Act (AHERA) and in 1992, advised President-elect Clinton's transition team on labor policy and worker health and safety regulation. Mr. Guttman lectures frequently to business and professional organizations and universities in the U.S. and abroad on a variety of labor, securities, and litigation topics. He is a faculty member of the Emory University School of Law Trial Advocacy Program, and currently serves as a member of the District of Columbia's Bar Committee on Continuing Legal Education. He is an Advisory Board Member of the Peggy Browning Fund, a scholarship organization.

MICHAEL JAFFE: admitted: California; New York; U.S. District Courts for the Southern and Eastern Districts of New York. Education: University of California at Berkeley (B.S., with highest distinction, 1982); Hastings College of the Law, University of California (J.D., 1987). Judicial Extern to the `VoL

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Honorable Thelton E. Henderson, Northern District of California, 1986-1987. Member: The Association of the Bar of the City of New York. Languages: French.

BETSY C. MANIFOLD: admitted: Wisconsin; New York; California; U.S. r District Courts for the Western District of Wisconsin, Eastern and Southern Districts of New York, and Northern, Central and Southern Districts of California. Education : Elmira College; Middlebury College (B.A., cum laude, 1980); Marquette University (J.D., 1986); New York University. Thomas More Scholar. Recipient, American Jurisprudence Award in Agency. Member: The Association of the Bar of the City of New York. Languages: French.

GREGORY M. NESPOLE: admitted: New York; U.S. District Courts for the Southern and Eastern Districts of New York. Education: Bates College (B.A., 1989); Brooklyn Law School (J.D., 1993). Member: The Association of the Bar of the City of New York; New York State Bar Association. Mr. Nespole's experience includes complex civil and criminal litigation.

DAVID L. WALES: admitted: New York; District of Columbia; United States Court of Appeals for the Second and Fourth Circuits, the United States District Courts for the Southern, Eastern and Western Districts of New York, and the District of Columbia. Education : State University of New York, Albany (B.A., magna cum laude, 1984); Georgetown University Law Center, (J.D., cum laude, 1987); Notes and Comments Editor, Georgetown Journal of Law and Technology. Mr. Wales is a member of the Federal Bar Council and the Federal Courts Committee of the New York County Lawyers Association, and is AV rated by Martindale Hubbell. Mr. Wales is an experienced trial and appellate attorney who specializes in handling complex securities and class action litigation. Mr. Wales was an Assistant United States Attorney for the Southern District of New York (1992-1998), where he specialized in investigating and prosecuting fraud and white collar criminal cases. Mr. Wales has personally tried more than 15 federal jury trials, and his recent trials include: (i) a jury verdict in May 2005 for more than $11 million, including $1 million in punitive damages, in a derivative action against the general partner of a hedge fund; and (ii) a multi-million dollar settlement with an accounting firm reached during trial of a class action in April 2003. Mr. Wales has been lead or co-lead counsel in numerous securities class actions and derivative actions, including; In re Sepracor Corp. Securities Litigation, C.A. No. 02-12338 (D. Mass.) (pending

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securities fraud class action in which the motion to dismiss was denied and class has been certified); In re Luxottica Group S.p.A. Securities Litigation, CV- 01-3285 (E.D.N.Y.) ($18,250,000 recovery in a Williams Act case); In re Marque Partners L.P. Derivative Action, No. 01-604724 (Sup. Ct., N.Y. Co.) ($11,000,000 jury verdict in a derivative action); In rc Jennifer Convertibles Sccurifies Litigration, CV-94-5570 (E.D.N.Y.) ($9,550,000 recovery, part of the recovery obtained in the middle of trial); and In re Curative Health Services - Securities Litigation, CV-99-2074 (E.D.N.Y.) ($10,500,000 recovery in a securities fraud action).

DEMET BASAR: admitted: New York; New Jersey; U.S. District Court for a .? the District of New Jersey, Southern District of New York, and Eastern District of Wisconsin. Education: Fairleigh Dickinson University (B.A., summa cum laude, 1984), Phi Omega Epsilon; Rutgers University School of Law (J.D., 1990). Recipient, West's Scholarship Award, Senior Notes and Comments Editor, Rutgers Law Review. Member: The Association of the Bar of the City of New York. Languages: Turkish.

ADAM J. LEVITT: admitted: Illinois; Supreme Court of the United States; U.S. Courts of Appeals for the First and Seventh Circuits; U.S. District Courts for the Northern and Southern Districts of Illinois, Northern District of Indiana, District of Nebraska, and the Northern and Eastern Districts of Texas. Education : Columbia College, Columbia University (A.B., magna cum laude, 1990); Northwestern University School of Law (J.D., 1993). Member: American Law Institute; Chicago, Federal and American Bar Associations; Lawyers for the Creative Arts. Seventh Circuit Contributing Editor, Class Actions & Derivative Suits (ABA). Author, "An Illinois Lawyer's Guide to Service of Process in Mexico," 82 Illinois Bar journal 434 (1994). Mr. Levitt also regularly serves as a moot court judge in the Julius H. Miner Moot Court Competition, Northwestern University School of Law. In recognition of his achievements to date, Mr. Levitt was named one of the "40 Illinois Attorneys Under 40 Years Old to Watch" by the Chicago Daily Law Bulletin and the Chicago Lawyer. He is rated "AV" by Martindale- Hubbell. Substantially all of Mr. Levitt's practice is focused on complex commercial litigation and class action practice on both the trial and appellate court levels, in federal and state courts nationwide, in the areas of securities, consumer protection, technology, and agricultural law. Since 1993, Mr. Levitt has served as lead counsel, co-lead counsel, or in other leadership positions in numerous class and other complex litigations throughout the United States, including In re StarLink Corn Products Liability } 'OL

i.j HAL DENS s EFN

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Litigation, MDL No.1403 (N.D. Illinois) (recovered $110 million for U.S. corn farmers who sustained market losses arising from defendants' contamination of the U.S. food corn supply with an improperly bioengineered corn seed product); Court Reporting Services, et al. v. Compaq Computer Corporation, C.A. No. 02 CV 044 (E.D. Texas) (obtained full recovery, valued at not less than $35 million, on behalf of Compaq Presario purchasers with improperly partitioned hard disk drives); and various Internet privacy cases, including Supnick v. Amazon.com, Inc. (W.D. Wash.) and In re DoubleClick, Inc. Privacy Litigation (S.D.N.Y.). Mr. Levitt is currently co-lead counsel in thirteen class action lawsuits against the Monsanto Company, Pioneer Hi-Bred International, and E.I. DuPont de Nemours and Company, predicated upon those companies' alleged improper conduct arising from their sale of genetically-engineered soybean and corn seeds; is lead counsel in In re Comdisco Securities Litigation (securities class action lawsuit against former Comdisco executives relating to Comdisco's misrepresentations and omissions with respect to its Prism division) and in In re Aon ERISA Litigation (ERISA class action lawsuit on behalf of all participants and beneficiaries of Aon's 401(k) savings plan against Aon and certain of its officers and directors, alleging that during the class period, defendants, as fiduciaries of the Plan, each violated ERISA by breaching their duties owed to plaintiffs and the other participants and beneficiaries of the Plan in connection with the Plan's holding of Aon stock); and is actively involved in the In re Initial Public Offering Sec. Litig., Master File No. 21 MC 92 (SAS) (S.D.N.Y.) (consolidated action against 309 issuers and 55 underwriters alleging manipulation, misrepresentations, and omissions relating to the market for various high-tech initial public offerings). Mr. Levitt also provides, or has provided legal services to various private companies involving complex litigation and general corporate matters.

THOMAS H. BURT: admitted: New York; U.S. District Courts for the Southern and Eastern Districts of New York. Education: American University (B.A., 1993); New York University (J.D., 1997). Articles Editor with New York University Review of Law and Social Change.

OF Cou `41;: t_L

ROBERT ABRAMS : admitted: New York; U.S. Court of Appeals for the Third Circuit; U.S. District Courts for the Southern and Eastern Districts of New York, Eastern District of Missouri, District of Maryland, and District of

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Delaware. Education: Haverford College (B.A., 1961); Columbia University (Ph.D., 1966), Brooklyn Law School (J.D., 1992). Woodrow Wilson Fellow; International Business Law Fellow. Adjunct Professor, Mediation Clinic, Brooklyn Law School, 1983-1984. Mr. Abrams was formerly a Professor of Political Science at Brooklyn College and the Graduate Center of the City University of New York. Member: New York State Bar Association. Mr. r Abrams is the author of books on the theory of collective choice (Columbia University Press) and voting theory (Sage), as well as articles on Soviet politics, game theory and bargaining and negotiations. He has focused his practice on complex securities, ERISA, and consumer actions.

ROBERT B. WEINTRAUB: admitted: New York; Supreme Court of the United States; U.S. Court of Appeals for the Federal and Second Circuits; District of Columbia; U.S. District Courts for the Southern and Eastern Districts of New York. Education: Syracuse University (B.A., cum laude, 1972); Georgetown University Law Center (J.D., 1977). Member: 1975-1977, Articles Editor and Member: Executive Board, 1976-1977, Law and Policy in International Business, Georgetown International Law journal. Assistant Editor, Competition Working Group, "The OECD Guidelines for Multinational Enterprises: A Business Appraisal," 1977. Author, "Law Backs Women Warriors," National Law Journal, June 7, 1993. Co-contributor: Chapter 7, "The Celler-Kefauver Act of 1950," 4 Legislative History of the Federal Antitrust Laws and Related Statutes, edited by E. Kintner, Chelsea House Publishers, 1980. Mediator, U.S. District Court, Southern District of New York. Member: The Association of the Bar of the City of New York (Member: Committee on Securities Regulation; Council on International Affairs; Chair, 1991-1994 and Member: 1987-1990, Committee on Military Affairs and Justice; International Arms Control and Security Affairs, 1990-1991); and American Bar Association. He has counseled corporations on contract negotiation and antitrust matters, and provided antitrust advice on mergers to the arbitrage department of a major brokerage house. He has served as an arbitrator for the NYSE, the NASD and the Municipal Securities Rulemaking Board and as a mediator for the federal District Court in New York. Mr. Weintraub also previously served as Senior Vice President and General Counsel of a broker-dealer investment bank which is a member of the NYSE, the NASD and other principal exchanges. Mr. Weintraub has particular experience in litigation involving investment firms and broker-dealers. Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 29 of 43

ASSOCIATES

RACHELE R. RICKERT : admitted: California; U.S. District Court for the Southern District of California. Education : Point Loma Nazarene College (B.A., 1994); University of California, Hastings College of the Law (J.D., 1997). Member: State Bar of California. Former Deputy Alternate Public Defender for the County of San Diego.

SCOTT J. FARRELL: admitted: New York; New Jersey; U.S. District Courts { rt for the Southern and Eastern Districts of New York, the District of New Jersey, and the District of Colorado. Education: Yeshiva University (B.A., magna cum laude, 1996), where he was a Max Stern Scholar and Gruss Scholar; New York University School of Law (J.D., 1999), where he was an Article and Note Editor of the Journal of Legislation and Public Policy. He is the co-author of "In re Gary Glass and Zoltan Guttman," CFTC Docket No. 93-4, Futures & Derivatives Law Report, July/August, 1998.

KATE MCGUIRE: admitted: New York; U.S. District Courts for the Southern and Eastern Districts of New York. Education: University of California at Santa Cruz (B.A. 1995), Georgetown University Law Center (J.D., 1998); Member: Georgetown Immigration Law Journal.

GUSTAVO BRUCKNER: admitted: New York; New Jersey; United States District Courts for the Districts of New Jersey, Eastern District of New York, and the Southern District of New York; the United States Court of Appeals for Second Circuit and the Supreme Court of the United States. Education: New York University (B.S., 1988); New York University (M.B.A. 1989); Benjamin N. Cardozo School of Law, Yeshiva University (J.D., 1992).

STACEY T. KELLY: admitted: New York; New Jersey; U.S. District Courts for the Southern and Eastern Districts of New York. Education : New York University (B.A., 1997); Rutgers School of Law - Newark (J.D., 2000). Member: New York State Bar Association; New York County Lawyers Association

PAULETTE S. FOX: admitted: New York; New Jersey U.S. District Courts for the Southern and Eastern Districts of New York. Education : Benjamin N. Cardozo School of Law (J.D. 2001); Syracuse University (B.A. in Public Policy, summa cum laude, Phi Beta Kappa, 1998).

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S.i.s e».' fS i°R EE !' A.'TO4 HERZ ',_UP Case 3 : 04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 30 of 43

MICHAEL J. MISKE : admitted: New York. Education : St. John's University (B.A., turn laude (1994), New York Law School (J.D., 2000).

AYA BOUCHEDID: admitted: New York Education: McGill University School of Law, Bachelor of Laws (LL.B., B.C.L., with Great Honors, 2002); University of Montreal (B.A. Political Science, 1998).

MATTHEW GUINEY: admitted: New York. Education: The College of M William & Mary (B.A. in Government and Economics 1998); Georgetown University Law Center (J.D. 2002).

MARTIN RESTITUYO: admitted: New York. Education: Queens College (B.A., 1998); Hofstra University School of Law (J.D. 2002); Hofstra University, Frank G. Zarb School of Business (M.B.A., Finance, 2005). Mr. Restituyo did postgraduate work at the Universidad Autonoma de Santo Domingo, Santo Domingo, in the Dominican Republic, and studied at Faculte de Droit de l'Universite de Nice, in Nice, France. Mr. Restituyo was the Assistant Town Attorney for North Hempstead, New York (2004-2006), an Adjunct Professor at John Jay College of Criminal Justice (2005), and was in the Nassau County Department of Economic Development (2002-2004). In 2003, he was awarded the "Distinguished Alumni Award" from Hofstra University's Clinical Program. He is a member of the Nassau County Bar Association, the Women's Bar Association, the Hispanic Bar Association, the Dominican Bar Association and Hofstra University School of Law, Alumni Board.

MARISA C. LIVESAY: admitted: California; U.S. Court of Appeals for the Ninth Circuit; U.S. District Courts for the Central, Southern and Northern Districts of California. Education: University of Arizona (B.A. 1999, Dean's List with Distinction), where she served on the Associated Student Senate; University of California, Los Angeles (J.D. 2002, Corporate Specialization), where she was a member of the Moot Court Executive Board and staff member of the Journal of International Law and Foreign Affairs. Member: State Bar of California.

IONA M. EVANS: admitted: New York. Education: University of New Hampshire (B.A., 1999); Boston University School of Law (J.D., 2004), where she served as Staff Writer and Business Editor on the International Law Journal.

'WOLF . t..: '> i ST Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 31 of 43

GEORGE T. PETERS: admitted: New York, U. S. District Courts for the Southern & Eastern Districts of New York. Education: Eastern Illinois University, B.A. 1991; attended Howard University School of Law and fulfilled remaining law studies at Wolf Haldenstein Adler Freeman and Herz LLP. Member of the New York State Bar Association.

ALEXANDRA SILVERBERG : admitted: New York. Education: Brandeis University (B.A. in Politics and concentration in Film Studies); Brooklyn Law School, (J.D. 2004). Member: New York County Lawyer's Association.

RACHEL S. POPLOCK: admitted: New York, U.S. District Courts for the Southern & Eastern Districts of New York. Education : Cornell University (B.S. Human Development, 2002), Fordham Law School (J.D. 2005) where she was a member of the Fordham Urban Law journal and received the Archibald R. Murray Public Service Award for her participation in the Family Advocacy Clinic.

LAURENCE J. HASSON: admitted: New York, U.S. District Courts for the Southern & Eastern Districts of New York. Education: Brandeis University (B.A. History and American Studies, magna cure laude, Phi Beta Kappa and Phi Alpha Theta honors, 2003); Benjamin N. Cardozo School of Law (J.D. 2006) where Mr. Hasson was an Heyman Scholar at the Samuel and Ronnie Heyman Center on Corporate Governance, a Memorandum of Law Editor, and an executive board member of the Moot Court Honor Society; Oxford University (Seminar on comparative corporate governance, Summer 2005). Prior to joining the firm, Mr. Hasson interned at Cardozo's Bet Tzedek Legal Services Clinic, representing elderly and disabled people seeking health, disability, and housing benefits that they could not receive without clinical assistance.

WOLF HAi_OENS t 'N P; Rs'NEERS W O REGULARLY PROVIDE THEIR NOW ITiGATiO EXPERTISE TO CLASS

C_ •_7_. 3`. T i' I- E. s

CHARLES H. BALLER: admitted: New York. Education: New York University (B.S., magna cum laude, 1954); Columbia University (LL.B., 1957); New York University (L.L.M., Taxation, 1962). Beta Gamma Sigma; Beta Alpha Psi. Harlan Fiske Stone Scholar. Co-Editor and Contributing Author, April, 1981, with 1986 Supplement, Business Acquisitions, Practicing Law

v', , ., ; L ENS f'3E!M ,,'., A O L. EIcy R EMA N! i3k 4-11-P Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 32 of 43

Institute. Member: The Association of the Bar of the City of New York; New York State and American Bar Associations. Mr. Bailer has worked in the office of Chief Counsel, Internal Revenue Service (Interpretative Division). A lecturer and author for the Practicing Law Institute (co-editor of the reference work Business Acquisitions: Planning and Practice), Mr. Bailer is a corporate and tax attorney with extensive expertise in mergers and acquisitions, complex estate planning (particularly relating to corporate and business holdings), and employee benefits and compensation, including ERISA.

ERIC B. LEVINE: admitted: New York; U.S. Courts of Appeals for the Second and Eleventh Circuits; U.S. District Courts for the Southern and Eastern Districts of New York, and Eastern District of Michigan; U.S. Tax Court. Education: State University of New York at Buffalo (B.A., summa cum laude, 1974); University of Pennsylvania (J.D., cum laude, 1977). Order of the Coif, Phi Beta Kappa. Associate Editor, University of Pennsylvania Law Review, 1976-1977. Member: The Association of the Bar of the City of New York; New York State Bar Association. Mr. Levine's practice focuses on complex commercial and civil litigation, including in the area of bankruptcy and receivership litigation, creditors' rights, and lender liability.

MARK C. SILVERSTEIN: admitted: New York. Education: State University of New York at Binghamton (B.S., summa cum laude, 1980); New York University (J.D., cum laude, 1983). Order of the Coif. Editor, Journal of International Law and Politics, 1982-1983. Member: the Association of the Bar of the City of New York; New York State; American Bar Associations. Mr. Silverstein serves as general counsel to corporations and handles matters involving tax planning and mergers and acquisitions. He also provides counseling in the structure of complex settlements and the administration of complex claims administrations.

ELI D. GREENBERG: admitted: New York. Education: New York University (B.S., magna cum laude, 1981. New York University (J.D., 1984). Beta Gamma Sigma. Lecturer, New York University. Member: American Health Lawyers Association. Mr. Greenberg has extensive experience in pension, tax, benefits, and ERISA.

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_tiSES; ,v 1AL RECOVERIES 0-9-AeNEr) iN REPRE.SE1NrATI E.

A t Cz ...isss AC-reOP'•N CASES %°i WHICH WOLF - N S 'L 1i',! WAS -EAD COUNSEL O R HAD A NOTH ER `S cN'F*i A •"zROLE

• In re BankAmerica Corp. Securities Litigation, MDL Docket No. 1264 (JFN) (E.D. Mo.) (class recovered $490 million).

• In re MicroStrategy, Inc. Securities Litigation, Civ. No. 00-473-A (E.D. Va.) (class recovered $160 million in cash and securities).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373, 94 Civ. 2546 (S.D.N.Y.) (securities fraud) (class recovered $116.5 million in cash).

• In re Starlink Corn Products Liability Litigation, (N.D. Ill.) (class recovered $110 million).

• In Computer Associates 2002 Class Action Sec. Litigation, 2:02-CV-1226 (E.D.N.Y.) ($130 million settlement in this and two related actions).

• In re CNL Hotels & Resorts, Inc. Securities Litigation, No. 6:04-cv-1231 (Orl-3 1) (class recovered $35 million, and lawsuit also instrumental in $225 million benefit to corporation).

• Berger v. Compaq Computer Corp., Docket No. 98-1148 (S.D. Tex.) (class recovered $29 million).

• In re Arakis Energy Corporation Securities Litigation, 95 CV 3431 (E.D.N.Y.) (class recovered $24 million in cash).

• In re E. W. Blanche Holdings, Inc. Securities Litigation, Civ. No. 01-258 (D. Minn.) (class recovered $20 million).

• In re Luxottica Group S.p.A. Securities Litigation, No. CV 01-3285 (E.D.N.Y) (class recovered $18.25 million).

• In re Musicmaker.com Securities Litigation, CV-00-2018 (C.D. Cal.) (class recovered $13.75 million).

• In re Comdisco Securities Litigation, No. 01 C 2110 (MIS) (N.D. Ill.) (class recovered $13.75 million).

• In re Concord EFS, Inc. Securities Litigation, No. 02-2097 (MA) (W.D. Tenn) (class recovered $13.25 million).

E 26 ^^^ A E DEN S` Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 34 of 43

• In re Bausch & Lomb, Inc. Securities Litigation, 01 Civ. 6190 (CJS) (W.D.N.Y.) (class recovered $12.5 million).

• In re Allaire Corp. Securities Litigation, 00-11972 (D. Mass.) (class recovered $12 million).

• Curative Health Services Securities Litigation, 99-2074 (E.D.N.Y.) (class recovered $10.5 million).

• City Partnership Co. v. Jones Intercable, 99 WM-1051 (D. Colo.) (class recovered $10.5 million).

• In re Tenfold Corporation Securities Litigation, 2:00-CV-652 (D. Utah) (class recovered $5.9 million).

• In re Industrial Gas Antitrust Litigation, 80 C 3479 and related cases (N.D. Ill.) (class recovered $50 million in cash and coupons).

• In re Chor-Alkalai and Caustic Soda Antitrust Litigation, 86-5428 and related cases (E.D. Pa.) (class recovered $55 million).

• In re Infant Formula Antitrust Litigation, MDL No. 878 (N.D. Fla.) (class recovered $126 million).

• In re Brand Name Prescription Drug Antitrust Litigation, M.D.L. 940 (N.D. Ill.) (class recovered $715 million).

• Landon v. Freel, M.D.L. No. 592 (S.D. Tex.) (class recovered $12 million).

• Holloway v. Peat, Marwick, Mitchell & Co., No. 84 C 814 EU (N.D. Okla.) (class recovered $38 million).

• In re The Chubb Corp. Drought Insurance Litigation, C-1-88-644 (S.D. Ohio) (class recovered $100 million.).

• Wong v. Megafoods, Civ-94-1702 (D. Ariz.) (securities fraud) (class recovered $12.25 million).

• In re Del Val Financial Corp. Securities Litigation, 92 Civ 4854 (S.D.N.Y.) (class recovered $11.5 million).

• In re Home Shopping Network Shareholders Litigation, Consolidated Civil Action No. 12868, (Del. Ch. 1995) (class recovered $13 million).

• In re Paine Webber Limited Partnerships Litigation, 94 Civ 8547 (S.D.N.Y.) (class recovered $200 million). Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 35 of 43

• In re Bristol-Meyers Squibb Co. Securities Litigation, 92 Civ 4007 (S.D.N.Y.) (class recovered $19 million).

• In re Spectrum Information Technologies Securities Litigation, CV 93-2245 (E.D.N.Y.) (class recovered $13 million).

• In re Chase Manhattan Securities Litigation, 90 Civ. 6092 (LJF) (S.D.N.Y.) (class recovered $17.5 million).

• Prostic v. Xerox Corp., No. B-90-113 (EBB) (D. Conn.) (class recovered $9 million).

F^ Y • Steiner v. Hercules, Civil Action No. 90-442-RRM (D. Del.) (class a r^ recovered $18 million).

• In re Ambase Securities Litigation, 90 Civ 2011 (S.D.N.Y.) (class recovered $14.6 million).

• Steiner v. Phillips (In re Southmark Securities Litigation), CA No. 3-89- 1402-D (N.D. Tex.) (class recovered $70 million).

• Steiner v. Ideal Basic Industries, Inc., No. 86-M 456 (D. Colo. 1989) (securities fraud) (class recovered $18 million).

• Tucson Electric Power Derivative Litigation, 2:89 Civ. 01274 TUC. ACM (corporation recovered $30 million).

• Alleco Stockholders Litigation, (Md.Cir.Ct. Pr. Georges County) (class recovered $16 million).

• In re Revlon Group, Inc. Shareholders Litigation, No. 8362 (Del. Ch.) (class recovered $30 million).

• In re Taft Broadcasting Company Shareholders Litigation, No. 8897 (Del. Ch.) (class recovered $20 million).

• In re Southland Corp. Securities Litigation, No. 87-8834-K (N.D.Tex.) (class recovered $20 million).

• In re Crocker Bank Securities Litigation, CA No. 7405 (Del. Ch.) (class recovered $30 million).

• In re Warner Communications Securities Litigation, No. 82 Civ. 8288 (JFK) (S.D.N.Y.) (class recovered $17.5 million).

• Joseph v. Shell Oil, CA No. 7450 (Del. Ch.) (securities fraud) (class recovered $200 million).

VVI oL< A. N iE3^4 DLE R F f=RE MfzF %'I a . ? .. Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 36 of 43

• In re Flight Transportation Corp. Securities Litigation, Master Docket No 4-82-874, MDL No. 517 ( D. Minn .) (class recovered $ 50 million.).

• In re Whittaker Corporation Securities Litigation, CA000817 (Cal. Super Ct., Los Angeles County) (class recovered $18 million).

• Naevus International, Inc. v. AT&T Corp., C.A. No. 602191 /99 (N.Y. Sup. Ct.) (consumer fraud) (class recovered $40 million).

• Sewell v. Sprint PCS Limited Partnership, C.A. No. 97-188027/CC 3879 (Cir. Ct. for Baltimore City) (consumer fraud) (class recovered $45.2 million).

REPRE SENTATIV E REPOR TED OP IMONS SINCE i :90 i W -i CH

WOLF HALDENST EN WA.3 LEAD COUNS EL R HAD ANOTHER SiGNIFICAN T R O L E

F -1-DER- Ai- APPEALS COURT OPINIONS

• In re Pharmatrak, Inc. Privacy Litig., 2003 U.S. App. LEXIS 8758 (1st Cir. May 9, 2003).

• Berger v. Compaq Computer Corp., 257 F.3d 475 (2001), clarified, 279 F.3d 313 (5th Cir. 2002).

• In re Bankamerica Corp. Securities Litigation, 263 F.3d 795 (8th Cir. 2001).

• Wright v. Ernst & Young LLP, 152 F.3d 169 (2d Cir. 1998).

• Romine v. Compuserve Corp., 160 F.3d 337 (6th Cir. 1998).

• Felzen v. Andreas, 134 F.3d 873 (7th Cir. 1998).

• Brown v. Radica Games (In re Radica Games Securities Litigation), No. 96- 17274, 1997 U.S. App. LEXIS 32775 (9th Cir. Nov. 14, 1997).

• Robbins v. Koger Properties, 116 F.3d 1441 (11th Cir. 1997).

• In re Painewebber Inc. Limited Partnerships Litigation, 94 F.3d 49 (2d Cir. 1996).

• Glassman v. Computervision Corp., 90 F.3d 617 (1st Cir. 1996).

• Alpern v. Utilicorp United, Inc., 84 F.3d 1525 (8th Cir. 1996).

• Shaw v. Digital Equipment Corp., 82 F.3d 1194 (1st Cir. 1996).

V110 L F it} iALDE'. S E< N +, i-RC ^^:,str'iA.9s

3c Fri L:*. 1 - LLAy`• Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 37 of 43

• Riley v. Simmons, 45 F.3d 764 (3d Cir. 1995).

• Stepak v. Addison, 20 F.3d 398 (11th Cir. 1994).

• County ofSuffolk v. Long Island Lighting Co., 907 F.2d 1295 (2d Cir. 1990).

F E E SAL 01STR1C-' COURT PINIONS

• Johnson v. Aegon USA, Inc., 1:01-CV-2617 (N.D. Ga. Sept. 20, 2004). 4 • Freeland v. Iridium World Communications, Ltd., 99-1002 (D.D.C. Aug. 31, 2004).

• In re Acclaim Entertainment, Inc. Securities Litigation, 03-CV- 1270 (E.D.N.Y. June 22, 2004).

• In re Sepracor, Inc. Securities Litigation, 308 F. Supp. 2d 20 (D. Mass. 2004).

• In re Concord EFS, Inc. Securities Litigation, No. 02-2697 (W.D. Tenn. Jan. 7, 2004).

• In re Enterprise Mortgage Acceptance Co., LLC, Sec. Litig., 02-Civ. 10288 (SWK) (S.D.N.Y. Nov. 5, 2003).

• In re PerkinElmer, Inc. Securities Litigation, 286 F. Supp. 2d 46 (D. Mass. 2003).

• In re Initial Public Offering Securities Litigation, 241 F. Supp. 2d 281 (S.D.N.Y. 2003).

• In re Comdisco Securities Litigation, No. 01 C 2110, 2003 U.S. Dist. LEXIS 5047 (N.D. Ill. Mar. 31, 2003).

• City Partnership Co. v. Cable TV Fund 14-B, 213 F.R.D. 576 (D. Colo. 2002).

• In re Allaire Corporation Securities Litigation, Docket No. 00-11972 - WGY, 2002 U.S. Dist. LEXIS 18143 (D. Mass., Sept. 27, 2002).

• In re StarLink Corn Products Liability Litigation, 212 F.Supp.2d 828 (N.D. 111. 2002)

• In re Comdisco Securities Litigation, 166 F.Supp.2d 1260 (N.D. 111. 2001).

WOLF

Se, I- ERZ41-11 Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 38 of 43

• In re Crossroads Systems, Inc. Securities Litigation, Master File No. A-00- CA-457 JN, 2001 U.S. Dist. LEXIS 14780 (W.D. Tx. Aug. 15, 2001).

• In re MicroStrategy, Inc. Securities Litigation, 150 F. Supp. 2d 896 (E.D. Va. 2001).

• Lindelow v. Hill, No. 00 C 3727, 2001 U.S. Dist. LEXIS 10301 (N.D. 111. July 19, 2001).

• In re MicroStrategy, Inc. Securities Litigation, 148 F. Supp. 2d 654 (E.D. Va. 2001). w

• Jeffries v. Pension Trust Fund of the Pension, Hospitalization & Benefit Plan ofthe Electrical Industry, 172 F. Supp. 2d 389 (S.D.N.Y. 2001).

• Carney v. Cambridge Technology Partners, Inc., 135 F. Supp. 2d 235 (D. Mass. 2001).

• Weltz v. Lee, 199 F.R.D. 129 (S.D.N.Y. 2001).

• Schoers v. Pfizer, Inc., 00 Civ. 6121, 2001 U.S. Dist. LEXIS 511 (S.D.N.Y. Jan. 23, 2001).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373 (MBM), 2001 U.S. Dist. LEXIS 83 (S.D.N.Y. Jan. 9, 2001).

• Goldberger v. Bear, Stearns & Co., 98 Civ. 8677 (JSM), 2000 U.S. Dist. LEXIS 18714 (S.D.N.Y. Dec. 28, 2000).

• In re Newell Rubbermaid, Inc., Securities Litigation, Case No. 99 C 6853, 2000 U.S. Dist. LEXIS 15190 (N.D. Ill. Oct. 2, 2000).

• Stanley v. Safeskin Corp., Case No. 99 CV 454 BTM (LSP), 2000 U.S. Dist. LEXIS 14100, Fed. Sec. L. Rep. (CCH) P91, 221 (S.D. Cal. Sept. 18, 2000).

• In re MicroStrategy, Inc. Securities Litigation, 115 F. Supp. 2d 620 (E.D. Va. 2000).

• In re USA Talks.com, Inc. Securities Litigation, 2000 U.S. Dist. LEXIS 14823, Fed. Sec. L. Rep. (CCH) P91, 231 (S.D. Cal. Sept. 14, 2000).

• In re Sotheby's Holdings, Inc. Securities Litigation, 00 CIV. 1041 (DLC), 2000 U.S. Dist. LEXIS 12504, Fed. Sec. L. Rep. (CCH) P91, 059 (S.D.N.Y. Aug. 31, 2000).

• Dumont v. Charles Schwab & Co., Inc., Civil Action No. 99-2840 2000 U.S. Dist. LEXIS 10906 (E.D. La. July 21, 2000).

•3G i ER Z L „P Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 39 of 43

• Berger v. Compaq Computer Corp., Civil Action No. H-98-1148, 2000 U.S. Dist. LEXIS 21424 (S.D. Tex. July 17, 2000).

• In re BankAmerica Corp. Securities Litigation, 95 F. Supp. 2d 1044 (E.D. Mo. 2000).

• In re Carnegie International Corp. Securities Litigation, 107 F. Supp. 2d 676 (D. Md. 2000).

• Berger v. Compaq Computer Corp., Civil Action No. H-98 - 1148, 2000 U.S. k4^t Dist . LEXIS 21423 (S.D. Tex. Mar. 13 , 2000). ., ' F Et • In re Imperial Credit Industries Securities Litigation, CV 98-8842 SVW, 2000 U . S. Dist. LEXIS 2340 (C.D.Cal . Feb. 23 , 2000). ^xr

• Sturm v. Marriott Marquis Corp., 85 F. Supp. 2d 1356 (N.D. Ga. 2000).

• In re Health Management Systems Securities Litigation, 82 F. Supp. 2d 227 (S.D.N.Y. 2000).

• Dumont v. Charles Schwab & Co., Inc., Civil Action No. 99-2840, 2000 U.S. Dist. LEXIS 619 (E.D. La. Jan. 19, 2000).

• In re MicroStrategy, Inc. Securities Litigation, 110 F. Supp. 2d 427 (E.D. Va. 2000).

• In re BankAmerica Corp. Securities Litigation, 78 F. Supp. 2d 976 (E.D. Mo. 1999).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373 (MBM), 1999 U.S. Dist. LEXIS 18378 (S.D.N.Y. Nov. 24, 1999).

• In re Nanophase Technologies Corp. Litigation, 98 C 3450, 1999 U.S. Dist. LEXIS 16171 (N.D. Ill. Sept. 27, 1999).

• In re Clearly Canadian Securities Litigation, File No. C-93-1037-VRW, 1999 U.S. Dist. LEXIS 14273 Cal. Sept. 7, 1999).

• Yuan v. Bayard Drilling Technologies, Inc., 96 F. Supp. 2d 1259 (W.D. Okla. 1999).

• In re Spyglass, Inc. Securities Litigation, No. 99 C 512, 1999 U.S. Dist. LEXIS 11382 (N.D.I11. July 20, 1999).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-CV-3183-TWT, 1999 U.S. Dist. LEXIS 11595 (N.D.Ga. June 30, 1999).

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A.aL.t<€R IF FR E-E-IN4 AN-Al ;J q P Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 40 of 43

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-CV-3183-TWT, 1999 U.S. Dist. LEXIS 11596 (N.D. Ga. June 30, 1999).

• Blue Cross & Blue Shield ofN.J., Inc. v. Philip Morris, Inc., 98 CV 3287, 1999 U. S. Dist. LEXIS 11363 (E.D.N.Y. June 1 , 1999).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-CV-3183-TWT, 1999 U. S. Dist. LEXIS 1368, Fed . Sec. L. Rep. (CCH) P90, 429 (N.D. Ga. Jan. 19, 1999).

• Longman v. Food Lion, Inc., 186 F.R.D. 331 (M.D.N.C. 1999).

• Walsingham v. Biocontrol Technology, Inc., 66 F. Supp. 2d 669 (W.D. Pa. 1998). ... ^iri L .rr^•

• Sturm v. Marriott Marquis Corp., 26 F. Supp. 2d 1358 (N.D. Ga. 1998).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 27 F. Supp. 2d 1324 (N.D. Ga. 1998).

• In re MobileMedia Securities Litigation, 28 F.Supp.2d 901 (D.N.J. 1998).

• Weikel v. Tower Semiconductor, Ltd., 183 F. R.D. 377 (D.N.J. 1998).

• In re Health Management Systems Securities Litigation, 97 Civ. 1865 (HB), 1998 U.S. Dist. LEXIS 8061 (S.D.N.Y. May 27, 1998).

• In re Painewebber Ltd. Partnership Litigation, 999 F.Supp. 719 (S.D.N.Y. 1998).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-cv-3183-TWT, 1998 U.S. Dist. LEXIS 23222 (N.D. Ga. Feb. 10, 1998).

• In re TCW/DW North American Government Income Trust Securities Litigation , 95 Civ. 0167 (PKL), 1997 U.S. Dist. LEXIS 18485 (S.D.N.Y. Nov. 20, 1997).

• Wright v. Ernst & Young, LLP, 97 Civ. 2189 (SAS), 1997 U.S. Dist. LEXIS 13630 (S.D.N.Y. Sept. 9, 1997).

• Felzen v. Andreas, No. 95-2279, 1997 U.S. Dist. LEXIS 23646 (C.D. 111. July 7, 1997).

• Felzen v. Andreas, No. 95-2279, 1997 U.S. Dist. LEXIS 23647 (C.D. Ill. July 7, 1997).

W Ot. F ii ehAR..DENS M NN :Aid ...-R :°" R"E..F.:'I N Case 3 :04-cv-02297- SC Document 228-8 Filed 08/03/2007 Page 41 of 43

• A. Ronald Sirna, Jr., P.C. Profit Sharing Plan v. Prudential Securities, Inc., 964 F. Supp. 147 (S.D.N.Y. 1997).

• Kurzweil v. Philip Morris Companies, 94 Civ. 2373 (MBM), 1997 U.S. Dist. LEXIS 4451 (S.D.N.Y. April 8, 1997).

• Bobrow v. Mobilmedia, Inc., Civil Action No. 96-4715, 1997 U.S. Dist. LEXIS 23806 (D.N.J. March 31, 1997).

• Kalodner v. Michaels Stores, Inc., 172 F.R.D. 200 (N.D.Tex. 1997).

• In re Painewebber Ltd. Partnerships Litigation, 171 F.R.D. 104 (S.D.N.Y. 1997).

• A. Ronald Sirna, Jr., P.C. Profit Sharing Plan v. Prudential Securities, Inc., 95 Civ. 8422 (LAK), 1997 U.S. Dist. LEXIS 1226 (S.D.N.Y. Feb. 7, 1997).

• Dresner Co. Profit Sharing Plan v. First Fidelity Bank, N.A., 95 Civ. 1924 (MBM), 1996 U.S. Dist. LEXIS 17913 (S.D.N.Y. Dec. 3, 1996).

• Simon v. American Power Conversion Corp., 945 F. Supp. 416 (D.R.I. 1996).

• TY Industries, Inc., 96 Civ. 4412 (SAS), 1996 U.S.Dist. LEXIS 14466 (S.D.N.Y. Oct. 1, 1996).

• In re TCW/DW North American Government Income Trust Securities Litigation, 941 F.Supp. 326 (S.D.N.Y. Oct. 1, 1996).

• In re Painewebber Ltd. Partnership Litigation, 94 Civ. 8547 (SHS), 1996 U.S. Dist. LEXIS 9195 (S.D.N.Y. June 28, 1996).

• In re Tricord Systems, Inc., Securities Litigation, Civil No. 3-94-746, 1996 U.S. Dist. LEXIS 20943 (D. Minn. April 5, 1996).

• In re Painewebber Limited Partnership Litigation, 94 Civ. 8547 (SHS), 1996 U.S. Dist. LEXIS 1265 (S.D.N.Y. Feb. 6, 1996).

• Zitin v. Turley, [1991 Transfer Binder] Fed.Sec.L.Rep. (CCH) ¶ 96,123 (D. Ariz. June 20, 1994).

• In re Southeast Hotel Properties Limited Partnership Investor Litigation, 151 F.R.D. 597 (W.D.N.C. 1993).

W-ciLF S.'.y

f s._...,, ?EEM.AN H ?'LL 3 Case 3:04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 42 of 43

S-€ ATE °ti OURT Opu'ncN 3

• Naevus Int'l v. AT&T Corp., 283 A.D.2d 171, 724 N.Y.S.2d 721 (2001).

• Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34 (Del. Super. Ct. 1994).

• In re Western National Corp. Shareholders Litigation, Consolidated C.A. No. 15927, 2000 Del. Ch. LEXIS 82 (May 22, 2000).

• In re Cencom Cable Income Partners, L.P. Litigation, C.A. No. 14634, 2000 Del. Ch. LEXIS 90 (May 5, 2000).

• In re Cencom Cable Income Partners, L.P. Litigation, Consolidated C.A. No. 14634, 2000 Del. Ch. LEXIS 10 (Jan. 27, 2000).

• In re Marriott Hotels Properties II Limited Partnership Unitholders Litigation, Consolidated C.A. No. 14961, 2000 Del. Ch. LEXIS 17 (Jan. 24, 2000).

• Romig v. Jefferson-Pilot Life Insurance Company, 132 N.C. App. 682, 513 S.E.2d 598 (Ct. App. 1999), affd, 351 N.C. 349, 524 S.E.2d 804 (N.C.S.Ct. 2000).

• Wallace v. Wood, 752 A.2d 1175 (Del. Ch. 1999).

• Greenwald v. Batterson, C.A. No. 16475, 1999 Del. Ch. LEXIS 158 (July 26, 1999).

• Brown v. Perrette, Civil Action No. 13531, 1999 Del. Ch. LEXIS 92 (May 18, 1999).

• In re Cencom Cable Income Partners, L.P. Litigation, C.A. No. 14634, 1997 Del. Ch. LEXIS 146 (Oct. 15, 1097).

• In re Marriott Hotel Properties II Limited Partnership Unitholders Litigation, Consolidated C.A. No. 14961, 1997 Del. Ch. LEXIS 128 (Sept. 17, 1997).

• In re Cheyenne Software Shareholders Litigation, Consolidated C.A. No. 14941, 1996 Del. Ch. LEXIS 142 (Nov. 7, 1996).

• Seinfeld v. Robinson, 246 A.D.2d 291, 676 N.Y.S.2d 579 (N.Y. 1998).

• Werner v. Alexander, 130 N.C. App. 435, 502 S.E.2d 897 (N.C. Ct. App. 1998).

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L'i.,..'^' Case 3: 04-cv-02297-SC Document 228-8 Filed 08/03/2007 Page 43 of 43

N 0! ^C__R,, 1N.:k' i , POL..JC=. E.='*

Wolf Haldenstein does not discriminate or tolerate harassment against any employee or applicant because of race, creed, color, national origin, sex, age, disability, marital status, sexual orientation, or alienage or citizenship status and designs its hiring practices to ensure that minority group members and women are afforded equal employment opportunities without discrimination. The Firm is in compliance with all applicable Federal, State, County, and City equal employment opportunity laws.

Wolf Haldenstein is proud of its long history of support for the rights of, and employment opportunities for, women, the disadvantaged, and minority group persons, including the participation in civil rights and voter registration activities in the South in the early 1960's by partners of the Firm; the part-time employment of disadvantaged youth through various public school programs; the varied pro bono activities performed by many of the Firm's lawyers; the employment of many women and minority group persons in various capacities at the Firm, including at the partner level; the hiring of ex-offenders in supported job training programs; and the use of minority and women-owned businesses to provide services and supplies to the Firm.

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