_I Class Action Settlement Agreement nus Senlement AgreementcSculementAgrccmenn is made established to oversee an objective, impartial, streamlined and entered into as of this ::!.61h day ofJanuary 1999, by and process for resolving claims to dormant accounts listed in between Settling Defendants and Senling Plaintiffs. notifications published worldwide by the Swiss Bankers As­ WHEREAS concerns have been raised about actions and sociation; and (4) the Independent Commission of Experts. omissions ofSeuling Defendants and other Releasees before, an independent group of intemationally recognized histori­ during, and after the Nui Regime's rule in Gennany relating ans chaired by Professor Jean Francois Bergier, which the principally to financial transactions with or affecting Victims Swiss Confederation established in 1996 \0 examine orTargets of Nazi Persecution as defined herein: Switzerland's relationship with Nazi Germany; WHEREAS Plaintiffs commenced the Filed Actions, and WHEREAS Settling Plaintiffs and Settling Defendants specifically alleged, inter alia. that Settling Defendants (\) commit to support and urge the conclusion of the mandates collaborated with the Nazi Regime and participated in a of the Volcker Committee and the Bergier Commission; scheme to (a) unlawfully retain class members' accounts de­ WHEREAS Settling Defendants and Settling Plaintiffs posited prior to and during the Second World War. (b) obtain wish to bring about prompt and complete closure with re­ for deposit, transfer, or exchange, assets looted by the Nazi spect to the concerns and allegations referred to in the para­ Regime and its agents; and (c) profit from the use of slave graphs above; labor, the fruits of which were deposited with Settling De­ WHEREAS Settling Defendants and Settling Plaintiffs fendants; and (2) concealed the true nature and scope oftheir believe and affirm that this Settlement Agreement, in con­ conduct during and following the Holocaust all allegations junction with the steps initiated by Settling Defendants and that Settling Defendants dispute; otherReleasees described above. does and should bring about WHEREAS Settling Defendants believe that they could completeclosure with respect to the concerns andallegations assert, have asserted, and would prevail in counon, defenses described in the paragraphs above, and thereby brings to an to the claims asserted against them; and Settling Plaintiffs end all confrontationbetween Settling Plaintiff's and Organi­ believe to the contrary; zational Endorsers on the oneband and Releasees on theother WHEREAS Settling Defendants and other Releasees, in hand; recognition of the legal, moral and material aspects of the WHEREAS counselfor Settling Plaintiffshaveconducted concerns referred to above, have initiated and pursued cer­ as thorough an investigation as possible relating to the claims tain ameliorative measures outside the context ofany Iitiga-' and the underlying events and transactions alleged in Settling lion, such as establishing and supporting: (1) the Special Fund Plaintiffs' complaints, having (l) analyzed available infor­ for Needy Victims of the Holoeaust/Shoah ("Humanitarian mation adduced through informal discovery, (2) reviewedrel­ Fund"), initiated by Settling Defendants in February 1997 evant public infonnation at the U.S. Archives and other with a volunwy contribution of approximately $70 million sources. (3) researched the applicable law with respect to the to provide humanitarian aid to needy Holocaust survivors; claims ofSettling Plaintiffs and defenses of Settling Defen­ (2) the IndependentCommittee ofEminent Persons ,IeEP"), dants and other Releasees, and (4) consulted with experts; chaired by Paul A. Volcker, which was established in 1996 by WHEREAS Settling Plaintiffs, by their counsel, have: the Swiss Bankers Association, the World Jewish Congress, conducted arms-length negotiations with Senling Defendant! and other Jewish organizations to conduct an independent with respect to a compromise and settlement of the Filec audit ofSwiss banks to identify accounts from theWorld War Actions and other Claims against Releasees with a view It 11era that could possibly belong to victims ofNazi persecu­ settling andfinally resolving the Settled Claims, andto achiev tion; (3) the Independent Claims Resolution Foundation ing the best possible reliefconsistent with the interests of th ("ICRF"), also chaired by Paul A. Volcker, which was Settlement Classes: WHEREAS solely forpurposes of the settlement set forth could. be broughlln anyjurisdicsion before any court., ubi­ in Ibis SettlementAgreement, Settling Defendants have con­ tral tribunal.orsimilarbody againstanyReleasee directlyor seated to conditional certification of Settlement Classes pur­ indirectly. for. upon. by reason of. or in connection with any suant to Rule 23 ofthe Federal Rules of Civil Procedure ("Fed. act or omission in any way relating to the Holocaust, World R. Civ. P. 23"); War II and its prelude and anennath. Victims or Targets of WHEREAS based on the investigation. discovery. review Nazi Persecution. transactions with or actions of the Nazi ofpublic infonnation. and research described above. Settling Regime. treatment of refugees fleeing Nazi persecution by Plaintiffs have concluded that the tams andconditions ofthis the Swiss Confederation or other Releasees, or any related Settlement Agreement are fair. reasonable. and adequate to cause or thing whatever, including. without limitation. all Settling Plaintiffs and in their best interests; claims in the Filed Actions and all other claims relating to WHEREAS Settling Plaintiffs. through their counsel. Deposited Assets. Looted Asset$,Ooaked Assets. and/orSlave have agreed to settle the claims raised in the Filed Actions Labor. or an)' prior orfuture effort to recover on such claims and to resolve any additional Claims that they have or could directly or indirectly from any Releasee. bring against any Releasee. after considering (I) the substan­ Claims Resolution Tribunal means the group of arbi­ tial benefus that Settling Plaintiffs will receive from the settle­ trators acting under the auspices of the ICRF. ment. (2) the attendant risks of litigation. and (3) the desir­ Class Notice has the meaning set forth in Section 9.2 ability ofan immediate resohnion; hereof WHEREAS this Settlement Agreement is fully supported Cloaked Assets means Assets wholly or partly owned. by the Organizational Endorsers that have endorsed it; and controlled by. obtained from. or held for the benefit of. any WHEREAS nothing in this Settlement Agreement shall company incorporated. headquartered. or based in Gennany be construed as or deemed to be an admission of any kind by or any other Axis country or other country occupied by an any pany or Releasee. Axis country between 1933 and 1946 or any other entity or NOW TIlEREFORE. it is agreed by and among the par­ individual associated with the Naz.i Regime (regardless of ties to this Settlement Agreement, through their respective where such entity or individual was or is located, incorpo­ attorneys. subject to approval of the Court pursuant to Fed. rated. headquanered, or conducting business). the identity. R. Civ. P. 23. in consideration ofthe covenants herein and the value. or ownership of which was in fact or allegedly dis­ benefits flowing to the panics. the Settlement Classes. and guised by. through. or as the result of any intentional or unin­ theReleasees under this SettlementAgreement. that all Claims tentional act or omission of or otherwise involving any Re­ against the Releasees shall be settled and released. and that leasee. including. without limitation.lmemationale lndustrie the Filed Aeuons shall be dismissed with prejudice. upon and und HandelsbeteiligungenA.G. (a.k.a, "lnterhandel"), and its subject to the following terms and conditions. andin exchange predecessors. successors. or affiliates. for the substantial benefits this Settlement Agreement con­ Court meansthe United States DistrictCourt for the East­ fers upon the Settlement Classes. ern District ofNew York. 1. DEFINITIONS Deposited Assets means (I) anyand all Assets actually or allegedly deposited by the beneficial owner. fiduciary. or As used in this Settlement Agreement and in addition to any other individual or organization with any custodian. includ­ definitions elsewhere in this Settlement Agreement, the fol­ ing. without limitation. a bank, branch or agency of a bank. lowing terms shall have the meanings set forth below: other banking organization orcustodial institution or invest­ Assets means any and all objects of value including but ment fund established or operated by a bank incorporated. not limited to personal. commercial. real. tangible. and intan­ headquartered, or based in Switzerland at any time (includ­ gible property, including. without limitation.cash. securities. ing. without limitation. the affiliates. subsidiaries. branches. gems. gold and other precious metals. jewelry. documents. agencies. oroffices ofsuchbanks. branches, agencies. custo­ artworks. equipment. and intellectual property. dial institutions. and investment funds that are or were lo­ ClairrtS or Settled Claims means any and all actions. cated either inside or outside Switzerland at any time) in any causes oraction.claims. Unknown Claims. obligations. darn­ kind ofaccount (including. withoullimitation. a safe deposit ages. costs. expenses. losses. rights. promises.andagreements box orsecuritiesaccount) prior to May 9. 1945.that belonged of any nature and demands