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					                           IN THE UNITED STATES DISTRICT COURT
                          FOR THE WESTERN DISTRICT OF MISSOURI
                                    SOUTHERN DIVISION

JEREMY BRADEN, individually and on behalf )
of all others similarly situated,               )        Case No. 6:08-cv-3109-GAF
                                                )
                                     Plaintiff, )        Hon. Gary A. Fenner
                                                )
         v.                                     )        CLASS ACTION
                                                )
WAL-MART STORES, INC., et al.,                  )
                                                )
                                  Defendants. )

     DECLARATION OF DEREK W. LOESER IN SUPPORT OF PLAINTIFF’S
  UNOPPOSED MOTION FOR AN ORDER PRELIMINARILY APPROVING CLASS
 ACTION SETTLEMENT, CONDITIONALLY CERTIFYING SETTLEMENT CLASS,
 DIRECTING DISTRIBUTION OF CLASS NOTICE, APPOINTING CLASS COUNSEL
AND CLASS REPRESENTATIVE, AND SETTING HEARING FOR FINAL APPROVAL
                   OF CLASS ACTION SETTLEMENT

          Pursuant to 28 U.S.C. § 1746, I, Derek W. Loeser, declare as follows:

          1.     I am a member in good standing of the State Bar of Washington and am a partner

in Keller Rohrback L.L.P. (“Keller Rohrback”).

          2.     I have been personally involved in the litigation of this matter, and am responsible

for the prosecution of this Action.

          3.     I am competent to testify, and I make this Declaration based on my personal

knowledge.
          4.     I submit this Declaration in support of Plaintiff’s Unopposed Motion for an Order

Preliminarily Approving Class Action Settlement, Conditionally Certifying Settlement Class,
Directing Distribution of Class Notice, Appointing Class Counsel and Class Representative, and

Setting Hearing for Final Approval of Class Action Settlement.1

          5.     Under the Class Action Settlement Agreement (“Settlement Agreement”),
attached hereto as Exhibit A, a Settlement Fund of $13.5 million will be established. The
1
    All capitalized terms not otherwise defined in this Declaration or in Plaintiff’s motion have the
    same meaning given them in the Settlement Agreement.



           Case 6:08-cv-03109-GAF Document 229 Filed 12/02/11 Page 1 of 6
                                       1
Settlement Fund will be placed into an interest-bearing escrow account. The Settlement

Amount, along with the significant injunctive relief achieved through the Settlement, presents an

excellent result which will provide benefits to the Settlement Class, while removing the risk and

delay associated with further litigation.

       6.      The Settlement Amount will be distributed for the benefit of Plan participants

pursuant to the Plan of Allocation, which parties have agreed will be submitted to the Court for

approval with Plaintiff’s Final Approval Motion.

       7.      Attached hereto as Exhibit B is a true and correct copy of an excerpt of the 2009

Annual Report / Report of Employee Benefit Plan (Form 5500) for the Wal-Mart Profit Sharing

and 401(k) Plan and Schedule H thereto filed by Defendant Wal-Mart Stores, Inc. for the plan

year ending January 31, 2010.

       8.      Attached hereto as Exhibit C is a true and correct copy of the Wal-Mart Profit

Sharing and 401(k) Plan Fees disclosure document, as of June 30, 2008 (ML 00005918-19),

which is being filed unsealed with permission of the producing party.

       9.      Attached hereto as Exhibit D is a true and correct copy of the Wal-Mart Profit

Sharing and 401(k) Plan Fees disclosure document, as of August 7, 2009 (WAL067943-44),

which is being filed unsealed with permission of the producing party.

       10.     Attached hereto as Exhibit E is a true and correct copy of the Wal-Mart document

“Introducing an easy way to save for your future—myRetirement Funds” (WAL067652-59),

which is being filed unsealed with permission of the producing party.
       11.     Attached hereto as Exhibit F is a true and correct copy of the Transcript of

Teleconference Proceedings conducted December 7, 2009 in the matter of Ron Tussey, et al., v.
ABB, Inc., et al., in the United States District Court for the Western District of Missouri, Case

No. 06-04305-CV-C-NKL, as entered onto the docket of that matter on December 9, 2009 as
document number 470.




         Case 6:08-cv-03109-GAF Document 229 Filed 12/02/11 Page 2 of 6
                                     2
 I.    THE PROPOSED CLASS SHOULD BE CERTIFIED FOR PURPOSES OF THE
                             SETTLEMENT

        12.       As discussed in greater detail in Plaintiff’s Suggestions in support of his motion

for preliminary approval, the proposed Class satisfies the requirements of Fed. R. Civ. P. 23(a)

and (b) and should be certified for purposes of the Settlement.

        13.       Attached hereto as Exhibit G is a list of 89 cases in which a class was certified or

a court held that class certification was appropriate under Rule 23(b)(1) for fiduciary breach

claims under ERISA.
 II.    NAMED PLAINTIFF SHOULD BE APPOINTED CLASS REPRESENTATIVE

        14.       Plaintiff proposes that he, Jeremy Braden, be appointed Class Representative.

Jeremy Braden is a resident of Highland Park, Missouri. He began working for Wal-Mart Stores,

Inc. in May of 2002, and is a current employee at the Company. Braden is a current participant

in the Plan within the meaning of ERISA § 3(7), 29 U.S.C. § 1002(7).

        15.       Throughout the litigation, Braden has actively participated in seeking relief on

behalf of the Wal-Mart Profit Sharing and 401(k) Plan (the “Plan”) for losses resulting from

Defendants’ breaches of their fiduciary duties under ERISA. Braden’s role in this litigation is

described in greater detail in the Declaration of Jeremy Braden in Support of Plaintiff’s

Unopposed Motion for an Order Preliminarily Approving Class Action Settlement, Conditionally

Certifying Settlement Class, Directing Distribution of Class Notice, Appointing Class Counsel
and Class Representative, and Setting Hearing for Final Approval of Class Action Settlement,

filed herewith.
       III.   KELLER ROHRBACK SHOULD BE APPOINTED LEAD COUNSEL

        16.       Keller Rohrback is experienced in handling complex class actions similar to this

Action and is a national leader in ERISA litigation. Keller Rohrback serves or has served as lead

and co-lead counsel in many of the most prominent ERISA class action cases, such as In re

Enron Corp. ERISA Litig., No. 01-3913 (S.D. Tex.); In re WorldCom, Inc. ERISA Litig., No. 02-

4816 (S.D.N.Y.); In re Global Crossing ERISA Litig., No. 02-7453 (S.D.N.Y.); and In re Marsh




          Case 6:08-cv-03109-GAF Document 229 Filed 12/02/11 Page 3 of 6
                                      3
ERISA Litig., No. 04-8157 (S.D.N.Y.), as well as numerous others throughout the country. See

Exhibit H attached hereto. Additional information regarding the firm’s ERISA and other

complex litigation experience is provided in Keller Rohrback’s resume, attached hereto as

Exhibit I.

        17.     As discussed in greater detail below, Keller Rohrback has demonstrated by its

efforts in this case that it is committed to vigorously, fairly, and adequately representing the

interests of the proposed Class, as required by Fed. R. Civ. P. 23(g). Keller Rohrback should be

appointed as Lead Counsel for purposes of the Settlement.
      IV.    ALESHIRE ROBB, P.C. SHOULD BE APPOINTED LIAISON COUNSEL

        18.     Keller Rohrback has associated qualified local counsel at Aleshire Robb, P.C.,

who have assisted with the litigation as Liaison Counsel. Attached hereto as Exhibit J is the firm

resume for Aleshire Robb, P.C. As Class Counsel, Keller Rohrback, with continued assistance

from Aleshire Robb, P.C., will vigorously, fairly, and adequately represent the interests of the

proposed Class, as required by Fed. R. Civ. P. 23(g). Aleshire Robb, P.C. should be appointed

Liaison Counsel for purposes of the Settlement.
 V.     KELLER ROHRBACK THOROUGHLY INVESTIGATED THE CLAIMS AND
        VIGOROUSLY LITIGATED THE ACTION ON BEHALF OF THE CLASS

        19.     Throughout the litigation, Keller Rohrback committed significant resources to

representing the proposed Class, and demonstrated the ability to represent the Class and respond
to the unique issues arising from representing employees in the Action. We devoted significant

effort to thoroughly identifying and investigating the potential claims, and researched and drafted
the initial Complaint. We associated additional Plaintiff’s Counsel to perform work on the case

at our direction. We vigorously opposed Defendants’ efforts to dismiss the Complaint, including
successfully litigating an Eighth Circuit appeal, Braden v. Wal-Mart Stores, Inc., 588 F.3d 585

(8th Cir. 2009), that resulted in remand to this Court. We conducted a substantial amount of

discovery and filed an Amended Complaint based in part on information obtained during the

discovery process. We engaged in extensive arm’s-length settlement negotiations and obtained




            Case 6:08-cv-03109-GAF Document 229 Filed 12/02/11 Page 4 of 6
                                        4
an excellent result for Plaintiff and the Class. Moreover, we will continue to represent the

Plaintiff on behalf of the proposed Class through the settlement approval process in order to

ensure that the matter is handled efficiently, effectively, and in the best interest of the Class.
             VI.   ESTABLISHMENT OF SETTLEMENT FUND ACCOUNT

       20.     Plaintiff’s Counsel has established a Settlement Fund Account at Wells Fargo

Bank, which is an interest-bearing account and considered a common fund created as a result of

this Action, pursuant to paragraph 7.3 of the Settlement Agreement.

       I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

       EXECUTED this 2nd day of December, 2011 at Seattle, Washington.


                                               /s/ Derek W. Loeser
                                               Derek W. Loeser




         Case 6:08-cv-03109-GAF Document 229 Filed 12/02/11 Page 5 of 6
                                     5
                                CERTIFICATE OF SERVICE

       I hereby certify that on December 2, 2011, I electronically filed the foregoing with the

Clerk of the Court using the CM/ECF system, which sent notification of such filing to the

following: Paul Ondrasik, Morgan D. Hodgson, Eric Serron, Katherine R. Sinatra, William C.

Martucci, Richard N. Bien, James Moloney, Robyn L. Anderson, Shannon Barrett, Kristen A.

Page, William R. Robb, Edward H. Siedle and Robert N. Eccles. There are no non CM/ECF

participants.

                DATED this 2nd day of December, 2011.
                                             /s/ Derek W. Loeser
                                             Derek W. Loeser




         Case 6:08-cv-03109-GAF Document 229 Filed 12/02/11 Page 6 of 6
                                                  EXHIBIT A

Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 1 of 65
                     IN THE UNITED STATES DISTRICT COURT
                    FOR THE WESTERN DISTRICT OF MISSOURI
                              SOUTHERN DIVISION


                                             )
JEREMY BRADEN, individually and on behalf of )
all others similarly situated,               )
                                             )
                               Plaintiff,    )            Case No. 6:08-cv-3109-GAF
                                             )
        v.                                   )            CLASS ACTION
                                             )
WAL-MART STORES, INC., et al.,               )
                                             )
                                             )
                               Defendants.   )


                     CLASS ACTION SETTLEMENT AGREEMENT

       This Class Action Settlement Agreement (“Settlement Agreement”) is entered into by

and between Jeremy Braden (“Named Plaintiff”) for himself and on behalf of the Settlement

Class and the Plan, the Walmart Defendants, and the Merrill Lynch Defendants. Capitalized

terms used herein shall have the meanings set forth in Section 1 below.

                                          RECITALS

        WHEREAS, on March 27, 2008, Named Plaintiff filed an initial complaint asserting
claims for relief against certain of the Walmart Defendants under the Employee Retirement
Income Security Act (ERISA), which was dismissed with prejudice by this Court and, after
appeal to the United States Court of Appeals for the Eighth Circuit, was reinstated in its
entirety following reversal of the dismissal of all claims and remand for further proceedings,
and a remand issued on January 14, 2010;

        WHEREAS, the defendants named in the initial complaint answered that complaint on
March 15, 2010, denying the material allegations, wrongdoing, and liability, and asserting
certain affirmative defenses;

       WHEREAS, on July 21, 2010, Named Plaintiff filed an Amended Complaint against
the Walmart Defendants and the Merrill Lynch Defendants, which named additional Walmart




       Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 2 of 65
defendants and named for the first time the Merrill Lynch Defendants and asserted six
additional claims;

        WHEREAS, the Complaint alleges that all or some of the Walmart Defendants violated
ERISA by failing to prudently and loyally manage the assets of the Wal-Mart Stores, Inc.
Profit Sharing and 401(k) Plan (“Plan”) by offering investment options that caused the Plan to
incur excessive fees and expenses and that provided inferior returns; failing to properly
monitor the Plan’s fiduciaries; failing to provide Plan participants with complete and accurate
information regarding fees and expenses; breaching their duties of loyalty to the Plan;
breaching their duties and responsibilities as co-fiduciaries, and engaging in prohibited
transactions with the Plan trustee and recordkeeper (collectively, the Merrill Lynch
Defendants);

        WHEREAS, the Complaint alleges that all or some of the Merrill Lynch Defendants
violated ERISA by failing to prudently and loyally manage the assets of the Plan by offering
investment options that caused the Plan to incur excessive fees and expenses and that provided
inferior returns; engaging in prohibited transactions in violation of ERISA; failing to provide
Plan participants with complete and accurate information regarding fees and expenses;
breaching their duties and responsibilities as co-fiduciaries; engaging in conduct under ERISA
that unjustly enriched the Merrill Lynch Defendants; and knowingly participating in fiduciary
breaches by certain Defendants;

       WHEREAS, the Merrill Lynch Defendants and the Walmart Defendants moved in
separate motions to dismiss the Complaint on October 1, 2010, which motions are presently
pending before the Court;

       WHEREAS, the parties, through their counsel, have conducted extensive, arms’ length
negotiations concerning a possible compromise and settlement of the Action, including
mediation in multiple sessions before the Honorable Layn R. Phillips;

         WHEREAS, as a result of their factual investigation and legal research concerning their
claims, Named Plaintiff and his Counsel have concluded that the terms of this Settlement are
fair, reasonable, and adequate to Named Plaintiff and the Settlement Class, and in their best
interests, and have agreed to settle the Action on the terms set forth herein after considering
(i) the substantial benefits that Named Plaintiff and members of the Settlement Class will
receive from the Settlement; (ii) the risks, difficulties, and delays involved with complex
litigation such as this, including prosecution through trials and appeals; (iii) the specific risks
inherent in complex actions under ERISA, including problems of proof and the variety of
defenses potentially available to Defendants; and (iv) the desirability of permitting the
Settlement to be consummated as provided herein;

       WHEREAS, Defendants deny the material allegations of the Complaint; deny any
wrongdoing or liability whatsoever; believe that they acted at all times reasonably and
prudently and in compliance with ERISA with respect to the Plan, their participants and
beneficiaries, and the Settlement Class; have asserted defenses and would assert certain other
defenses if this Settlement is not consummated; are not opposing the Court’s certification of



                                    -2-
       Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 3 of 65
the Settlement Class contemplated by this Settlement Agreement solely for purposes of
effectuating the Settlement; and are entering into the Settlement solely to avoid the cost,
disruption, and uncertainty of litigation;

        WHEREAS, the Insurer has agreed to provide certain funds for this Settlement under
the Insurance Policy;

        WHEREAS, the Parties desire to promptly and fully resolve and settle with finality all
of the Released Claims against Defendants asserted by Named Plaintiff for himself and on
behalf of the Settlement Class and the Plan, on the terms set forth herein and subject to the
approval of the Court;

       NOW, THEREFORE, the Parties, in consideration of the promises, covenants and
agreements herein described, and for other good and valuable consideration, acknowledged by
each of them to be satisfactory and adequate, and without any admission or concession as to
any matter of fact or law, and intending to be legally bound, do hereby agree as follows:

1.     DEFINITIONS

               As used in this Settlement Agreement, capitalized terms and phrases not
otherwise defined have the meanings provided below:

        1.1.   “Action” shall mean the action captioned Braden v. Wal-Mart Stores, Inc. et al,
Case No. 6:08-cv-3109-GAF, pending in the United States District Court for the Western
District of Missouri, Southern Division, and any and all cases now or hereafter consolidated
therewith.

        1.2.    “Affiliate” shall mean any entity which owns or controls, is owned or controlled
by, or is under common ownership or control with, a Person. For purposes of this definition,
“control” shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the ownership of
voting securities or otherwise.

      1.3.    “Agreement Execution Date” shall mean the date on which this Settlement
Agreement is fully executed, as provided in Section 12.14 below.

       1.4.    “Class Exemption” shall mean Prohibited Transaction Exemption 2003-39,
“Release of Claims and Extensions of Credit in Connection with Litigation,” issued December
31, 2003, by the United States Department of Labor, 68 Fed. Reg. 75,632, as amended June 15,
2010, 75 Fed. Reg. 33830.

        1.5.   “Class Notice” shall mean the form of notice appended as Exhibit A to the form
of Preliminary Approval Order attached hereto as Exhibit 1.

       1.6.    “Class Notice Amount” is Thirty-Thousand Dollars ($30,000), and is comprised
of two equal parts, the Walmart Class Notice Advance Amount of Fifteen Thousand Dollars



                                    -3-
       Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 4 of 65
($15,000), and the Merrill Lynch Class Notice Advance Amount of Fifteen Thousand Dollars
($15,000). The Class Notice Amount is part of the Settlement Amount.

       1.7.    “Company” shall mean Wal-Mart Stores, Inc., (“Walmart”), a Delaware
corporation, each of its Affiliates, and each of its predecessors and Successors-In-Interest.

       1.8.   “Complaint” shall mean the Amended Complaint for Violations of the
Employee Retirement Income Security Act (ERISA), filed July 21, 2010 (Dkt. No. 107) in the
above-captioned proceeding.

      1.9.    “Court” shall mean the United States District Court for the Western District of
Missouri, Southern Division.

        1.10.   “Defendants” shall mean Walmart Defendants and Merrill Lynch Defendants,
collectively.

       1.11. “Effective Date of Settlement” shall mean the first date on which the Final
Order is still in effect and has become Final in accordance with Section 1.14.

      1.12. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended, including all regulations promulgated and case law thereunder.

       1.13.    “Fairness Hearing” shall have the meaning set forth in Section 2.3.5.

        1.14. “Final” shall mean, with respect to any judicial ruling or order, that the period
for any appeals, petitions, motions for reconsideration, rehearing or certiorari or any other
proceedings for review (“Review Proceeding”) has expired without the initiation of a Review
Proceeding, or, if a Review Proceeding has been timely initiated, that there has occurred a full
and final disposition of any such Review Proceeding without a reversal or modification,
including the exhaustion of proceedings in any remand and/or subsequent appeal after remand.
Notwithstanding any other provision hereof, the Final Order shall be deemed Final without
regard to whether (i) the Court has entered an order regarding the Plan of Allocation or an
award of legal fees and expenses; (ii) any order referred to in (i) above, if entered, has become
Final; or (iii) any order referred to in (i) is reversed or modified on appeal.

       1.15.    “Final Order” shall have the meaning set forth in Section 2.6.

       1.16. “Final Approval Motion” shall mean Plaintiff’s motion for final approval of the
Settlement prior to the Fairness Hearing, along with Plaintiff’s Application for Attorneys’ Fees
and Expenses and for Compensation to Named Plaintiff, as set forth in Sections 11.1 and 11.2.

       1.17.    “Financial Institution” shall have the meaning set forth in Section 7.3.

        1.18. “Independent Fiduciary” shall mean a fiduciary of the Plan selected and retained
at the Company’s expense that has no “relationship to” or “interest in” (as those terms are used




                                    -4-
       Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 5 of 65
in the Class Exemption) any of the Parties.

       1.19. “Insurance Policy” shall mean Executive and Organization Liability Insurance
Policy Number: 110-65-20, providing fiduciary and employee benefits liability insurance to
Walmart Defendants.

        1.20. “Insurer” shall mean National Union Fire Insurance Co. of Pittsburgh, PA
issuing the Insurance Policy identified in Section 1.19.

       1.21. “Investment Option” or “Plan Investment Option” shall mean all mutual funds,
separately managed accounts, collective trusts, Company stock, and all other investment
vehicles that have been available at any time or are available to members of the Settlement
Class pursuant to the terms of the Plan.

       1.22. “Merrill Lynch Defendants” shall mean Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Merrill Lynch Trust Company of America, and Merrill Lynch & Co., Inc.

       1.23. “Merrill Lynch” shall mean Merrill Lynch Defendants, each of their Affiliates,
predecessors and Successors-In-Interest.

     1.24. “Merrill Lynch Trust Company of America” shall mean the Merrill Lynch Trust
Company of America, and its Successors-In-Interest.

        1.25. “Trust” shall mean the Wal-Mart Stores, Inc. Profit Sharing Plan Trust
established between Defendant Merrill Lynch Trust Company, FSB and Wal-Mart Stores, Inc.
on August 1, 2003, and all amendments thereto.

         1.26.   “Named Plaintiff” shall mean Jeremy Braden.

         1.27.   “Net Proceeds” shall have the meaning set forth in Section 8.2.

      1.28. “Parties” shall mean Named Plaintiff, Walmart Defendants, and Merrill Lynch
Defendants, collectively.

        1.29. “Person” shall mean an individual, partnership, corporation, governmental
entity or any other form of legal entity or organization.

         1.30.   “Plaintiffs” shall mean Named Plaintiff and each member of the Settlement
Class.

      1.31. “Plaintiff’s Counsel” shall mean Keller Rohrback L.L.P, Aleshire Robb P.C.,
and Edward H. Siedle.

        1.32. The “Plan” shall mean the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan
and all predecessor and successor plans, individually and collectively, and any trust created




                                      -5-
         Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 6 of 65
under such Plan.

       1.33. “Plan of Allocation” shall mean the Plan of Allocation approved by the Court as
described in Section 8.2.

         1.34.   “Preliminary Approval Order” shall have the meaning set forth in Section
2.3.1.

         1.35.   “Preliminary Motion” shall have the meaning set forth in Section 2.3.1.

         1.36.   “Released Claims” shall have the meaning set forth in Section 3.1.

         1.37.   “Released Parties” shall have the meaning set forth in Section 3.1.

     1.38. “Releasees” shall mean the Released Parties, the Named Plaintiff and the
members of the Settlement Class.

         1.39.   “Releases” shall mean the releases set forth in Sections 3.1, 3.2, 3.3 and 3.4.

      1.40.      “Representatives” shall mean attorneys, agents, directors, officers, and
employees.

        1.41. “Retirement Plans Committee” shall mean the committee established by Article
9.1 of the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan.

       1.42. “Settlement” shall mean the settlement to be consummated under this
Settlement Agreement pursuant to the Final Order.

       1.43. “Settlement Agreement” means this Class Action Settlement Agreement,
including all exhibits hereto.

        1.44. “Settlement Class” shall mean (a) all Persons, except Defendants, who are or
were participants in the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan, or the
predecessors or successors thereto, who have held assets in the Plan Investment Options at any
time between July 1, 1997 to the Agreement Execution Date, inclusive, and (b) as to each
Person within the scope of subsection (a) of this Section 1.44, his, her, or its beneficiaries,
alternate payees, Representatives and Successors in Interest.

         1.45.   “Settlement Amount” shall have the meaning set forth in Section 7.1.

        1.46. “Successor-In-Interest” shall mean: a Person’s estate, legal representatives,
heirs, successors or assigns, including successors or assigns that result from corporate mergers
or other structural changes.

       1.47. “Summary Notice” shall mean the form of notice appended as Exhibit B to the
form of Preliminary Approval Order attached hereto as Exhibit 1.



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         Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 7 of 65
        1.48. “Walmart Defendants” shall mean Wal-Mart Stores, Inc. and the following
Persons named as defendants in the Complaint: James W. Breyer, John A. Cooper, Jr., Stanley
C. Gault, Frederick S. Humphries, Dawn G. Lepore, Elizabeth A. (Betsy) Sanders, Donald G.
Soderquist, Jose H. Villarreal, Stephen R. Hunter, Debbie Davis Campbell, Jeff Amos, Bill
Ayers, Terri Bertschy, Elizabeth Branigan-Evans, Fred Disch, Larry Duff, Sam Dunn, Don
Etheredge, Robin Forbis, Sharon Garmon, Erin Gonzalez (misidentified and named in
duplication as Erin Weitzel), Rob Hey, Greg Johnston, David McBride, Phyllis Morey, Cliff
Parker, Arvetta Powell, Charles Rateliff, Dave Reiff, David Scogin, Donna Spradlin, J.P.
Suarez, Jenifer Terrell, Kevin Turner, Jeremy Wilson, and Jimmy Wright.

       1.49.   “Unconditional” shall have the meaning set forth in Article 2.

2.     CONDITIONS TO THE EFFECTIVENESS OF THE SETTLEMENT

                This Settlement shall be Unconditional when each of the following conditions in
Sections 2.1 through 2.7 has been satisfied or waived. The Parties will use their good faith best
efforts to cause each of the conditions to occur within the times indicated.

         2.1.   Condition #1: Class Certification for Purposes of Settlement. The Court shall
certify the Settlement Class and no other as a non-opt out class for settlement purposes
pursuant to Rule 23(a)(1)-(4), 23(b)(1) and 23(e) of the Federal Rules of Civil Procedure, with
Named Plaintiff as the named Class Representative and Plaintiff’s Counsel as counsel for the
Named Plaintiff. The Parties agree to a certification of the Class solely for settlement purposes
only on the terms set forth in this Settlement Agreement. The Parties further agree that if the
Settlement does not become Unconditional, then no Settlement Class will be deemed to have
been certified by, or as a result of, this Settlement Agreement, and the Action and the claims
asserted by the Named Plaintiff and the Settlement Class will for all purposes with respect to
the Parties revert to their status as of the day immediately before the Agreement Execution
Date. In such event, Defendants will not be deemed to have consented to the certification of
any class, the agreements and stipulations in this Settlement Agreement concerning class
definition, class period, or class certification shall not be used as evidence or argument to
support class certification, class definition, any class period, or for any other purpose, and
Defendants will retain all rights to oppose class certification, including certification of a class
identical to that provided for in this Settlement Agreement.

      2.2.   Condition #2: Release by the Independent Fiduciary and Plan and Approval of
Payment by Plan.

                2.2.1. Walmart Defendants shall, within ten (10) days of the Agreement
Execution Date, retain at the Company’s expense, an Independent Fiduciary for the Plan, for
the purposes of (a) reviewing the fairness of the Settlement Agreement to the Plan and (b)
authorizing the Retirement Plans Committee to execute payment of funds from the Wal-Mart
Stores, Inc. Profit Sharing and 401(k) Plan’s forfeiture suspense account as set forth in Section
7.3.1.




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       Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 8 of 65
               2.2.2. Defendants and Plaintiff’s Counsel on behalf of the Named Plaintiff will
comply with reasonable requests for information made by the Independent Fiduciary for the
purpose of reviewing this Settlement Agreement.

                 2.2.3. At least twenty (20) days before the Fairness Hearing is held, the Plan,
acting by and through the Independent Fiduciary engaged for the specific purpose of reviewing
this Settlement Agreement, and the Independent Fiduciary, in its capacity as a fiduciary of the
Plan, shall have agreed in writing, in consideration of the terms herein: (a) to grant, effective
upon the entry of the Final Order by the Court, releases of the Releasees, which such releases
(i) shall release the same claims as the Releases set forth in Article 3 below, and (ii) shall be
determined by the Independent Fiduciary to meet the requirements of the Class Exemption; and
(b) to authorize the Retirement Plans Committee to execute payment of funds from the Wal-
Mart Stores, Inc. Profit Sharing and 401(k) Plan’s forfeiture suspense account as set forth in
Section 7.3.1. The Independent Fiduciary shall have no authority to renegotiate or seek to alter
any of the terms of the Settlement as set forth in this Settlement Agreement.

                2.2.4. If the Independent Fiduciary fails to timely grant the releases prescribed
in Section 2.2.3 above or authorize the transfer of funds as set forth in Section 7.3.1, the
Settlement shall terminate and become null and void, and the provisions of Section 10.2 shall
apply, unless the Parties agree to extend the deadline for the grant of such releases.

       2.3.    Condition #3: Court Approval. The Settlement shall have been approved by
the Court in accordance with the following steps.

               2.3.1. Motion for Preliminary Approval of Settlement and of Notices. Within
twenty-one (21) days after the Agreement Execution Date, Named Plaintiff will file a motion
(“Preliminary Motion”) with the Court for an order in the form annexed hereto as Exhibit 1,
including the exhibits thereto (the “Preliminary Approval Order”). Named Plaintiff shall give
Defendants at least seven (7) days to review the Preliminary Motion before filing.

                 2.3.2. Issuance of Class Notice. Subject to the requirements of the
Preliminary Approval Order, Named Plaintiff shall cause the Class Notice to be disseminated.
The Class Notice will be made as follows: (a) by publishing the Summary Notice by
publication in USA Today and by release on BusinessWire; (b) by publishing the notice on
www.Walmartbenefits.com; and (c) by publishing the notice in the portion of
www.benefits.ml.com exclusively available to participants in the Plan. The Class Notice shall
conform to the Federal Rules of Civil Procedure, the United States Constitution (including the
Due Process Clause), the Local Civil Rules of the Western District of Missouri and any other
applicable law. The Parties will seek to set the Fairness Hearing for a date promptly after the
filing of the Preliminary Motion, but in no event shall the Fairness Hearing be set less than 90
days after the last date on which the appropriate Federal official and the appropriate State
officials are served with the notice under CAFA as described in Section 2.3.3.

               2.3.3. Issuance of Notice under CAFA. Walmart Defendants and Merrill
Lynch Defendants shall prepare and provide the notices required of each of them by CAFA,
including the notices to the United States Department of Justice and to the Attorneys General



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of all states in which members of the Settlement Class reside, as specified by 28 U.S.C. § 1715,
within two (2) business days of filing the Preliminary Motion.

               2.3.4. Request by Court or Named Plaintiff for Information. If the Court
deems it necessary for Defendants to supply information in their possession as part of the
Court’s review of the Settlement Agreement, Defendants agree to reasonably expedite
provision of such information as directed by the Court. If Named Plaintiff reasonably deems it
necessary for Defendants to supply information in their possession in order to respond to any
timely filed objection, Defendants agree to reasonably expedite provision of such information,
which Named Plaintiff shall treat as confidential, subject to the Protective Order in this Action
(Dkt. No. 75), to be used only for purposes of obtaining approval of the Settlement Agreement,
and to be returned promptly to Defendants upon Final approval or disapproval of the
Settlement Agreement.

                 2.3.5. The Fairness Hearing. The Court will conduct a hearing, to be
scheduled no sooner than 90 days after the last date on which the appropriate Federal official
and the appropriate State officials are served with the notice under CAFA as described in
Section 2.3.3, at which it will consider whether the Settlement is fair, reasonable, and adequate
(“Fairness Hearing”). On or after the Fairness Hearing the Court will determine: (i) whether to
enter judgment finally approving the Settlement and dismissing the Action (which judgment is
referred to herein as the “Final Order”) and (ii) what legal fees and expenses should be
awarded to Plaintiff’s Counsel and what compensation should be awarded to Named Plaintiff
as contemplated by Article 11 of this Settlement Agreement. The Parties agree to support
entry of the Final Order as contemplated by clause (i) of this Section 2.3.5; however,
Defendants agree not to take any position, and are not required to take any position, with
respect to the matters described in clause (ii) of this Section 2.3.5 (provided that nothing
contained herein shall prohibit the Independent Fiduciary from taking a position with respect to
such matters), nor will any of the Defendants enter into any agreement that restricts the
application or disposition of the Settlement Fund. The Parties covenant and agree that they
will take all reasonable steps and reasonably cooperate with one another in obtaining the Final
Order as contemplated hereby at the Fairness Hearing and will not do anything inconsistent
with obtaining the Final Order.

        2.4.   Condition #4: Funding of Cash Amount. Defendants and Insurer responsible
for the Cash Amount shall have caused deposits to be made to fully fund the Cash Amount in
the Settlement Fund Account in accordance with Section 7.3.

        2.5.   Condition #5: Resolution of Regulatory Issues (If Any). If the United States
Department of Labor or any other regulatory or administrative body commences an action or
other proceeding against any of Defendants regarding any subject matter of the Action then
that Defendant may terminate this Settlement Agreement by written notice given pursuant to
Section 12.10 at any time up to fifteen (15) days before the Fairness Hearing. If any Defendant
timely gives such notice, the Settlement Agreement shall become null and void on the tenth
(10th) day after delivery of such notice unless, prior to the Fairness Hearing, the Defendant that
delivered such notice waives this provision by written notice given pursuant to Section 12.10.
If the Settlement Agreement is terminated pursuant to this Section 2.5, and if the Court



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determines as a result that supplemental notice should be given to members of the Settlement
Class, then the cost of such notice shall be the responsibility of the Party terminating the
Settlement Agreement.

        2.6.   Condition #6: Finality of Final Order. The Final Order is the Order or
Judgment entered by the Court approving the Settlement Agreement, attached hereto as Exhibit
2, and has become Final in accordance with Section 1.14 above.

       2.7.    Condition #7: Dismissal of Claims. Upon the entry of the Final Order, the
Action and all claims asserted therein shall be dismissed with prejudice as against Defendants.

3. RELEASES

        3.1.    Released Claims. Effective upon the entry of the Final Order and except as set
forth in Section 3.4.1, 3.4.3, and 3.4.4 below, Named Plaintiff, on behalf of himself and as
Class Representative, the Plan, and the Settlement Class shall be deemed to have, and by
operation of the Final Order shall have fully, finally, and forever released, relinquished, and
discharged all Defendants, Defendants’ Affiliates, and any person or entity that at any time
served as a named or functional fiduciary or a trustee of the Plan, as well as any representative
of any Defendant, Affiliate of a Defendant, or any such person or entity, including, but not
limited to, their attorneys, agents, directors, officers, and employees, and the Insurer (the
“Released Parties”) from, and shall forever be enjoined from prosecution of all of the Released
Parties for, any and all actual or potential claims, actions, causes of action, demands,
obligations, liabilities, attorneys’ fees, and costs through the date of execution of the
Settlement Agreement whether arising under local, state, or federal law, whether by statute,
contract, common law, equity, or otherwise, whether brought in an individual, representative,
or any other capacity, whether known or unknown, suspected or unsuspected, asserted or
unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated that have
been, could have been, or could be brought (a) by Named Plaintiff; (b) by or on behalf of the
Plan; and/or (c) by or on behalf of any member of the Settlement Class, and that arise out of or
are related in any way to the acts, omissions, facts, matters, transactions, or occurrences that
have been alleged or referred to in the Action, including but not limited to, any actual or
potential claims, actions, causes of action, demands, obligations, liabilities, attorneys’ fees, and
costs based on: (1) breach of fiduciary duties to the Plan, to Named Plaintiff, to the Settlement
Class, and to the other participants and beneficiaries of the Plan in connection with fees,
expenses, and the selection and retention of Investment Options relating to the Plan; (2) failure
to provide complete and accurate information to the Plan’s fiduciaries or the Plan’s participants
and beneficiaries regarding Plan-related fees and expenses and the process for selecting
Investment Options; (3) failure to appoint, remove and/or adequately monitor the Plan’s
fiduciaries; (4) violation of duties related to the selection and retention of Investment Options
relating to the Plan; (5) knowing of a breach of fiduciary duty and participating or enabling the
breach of fiduciary duty, or knowing of the breach and failing to remedy it; (6) engaging in
prohibited transactions in violation of ERISA; (7) unjust enrichment; (8) claims that would be
barred by principles of res judicata had the claims asserted in the Action been fully litigated
and resulted in a final judgment or order; and (9) claims that pertain to the allocation of the




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Settlement Fund to the Plan or any participant or beneficiary of the Plan pursuant to the Plan of
Allocation (collectively, “Released Claims”).

        3.2.     Releases of Named Plaintiff, the Plan and the Settlement Class. Except as set
forth in Section 3.4.1 and 3.4.4 below, Defendants shall be deemed to have, and by operation
of the Final Order shall have, fully, finally, and forever released, relinquished, and discharged
from, and shall forever be enjoined from prosecution of Named Plaintiff, the Plan and the
Settlement Class for, any and all actual or potential claims, actions, causes of action, demands,
obligations, liabilities, attorneys’ fees, or costs, whether arising under local, state, or federal
law, whether by statute, contract, common law, or equity, whether brought in an individual,
representative, or any other capacity, whether known or unknown, suspected or unsuspected,
asserted or unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated
that have been, could have been, or could be brought by Defendants and arise out of or are
related in any way to the acts, omissions, facts, matters, transactions, or occurrences that have
been alleged or referred to in the Action, or the method and manner of the distribution of the
Settlement Fund or Plan of Allocation (collectively “Defendants’ Released Claims”).
Notwithstanding the foregoing description of Defendants’ Released Claims, nothing in this
Settlement Agreement shall preclude Merrill Lynch from asserting claims it may otherwise
have for timely payment for services rendered in connection with the Plan, including in
accordance with Section 8.2, or from pursuing any remedies that would otherwise be available
for a failure to provide prompt and adequate payment for such services.

        3.3.    Reciprocal Releases among Walmart Defendants. Each Walmart Defendant
absolutely and unconditionally releases and forever discharges each and every other Person
who is a Walmart Defendant from any and all claims relating to the Released Claims, including
any and all claims for contribution or indemnification for such claims other than as required in
this Settlement Agreement. The foregoing notwithstanding, nothing in this Settlement
Agreement shall be construed as a release or waiver by any Walmart Defendant of any claim,
right, or defense against another Walmart Defendant that is unrelated to the Action or defense
of this Action.

       3.4.    Scope of Releases.

               3.4.1.                The releases set forth in Sections 3.1, 3.2, and 3.3 (the
“Releases”) are not intended to include the release of any rights or duties arising out of this
Settlement Agreement, including the express warranties and covenants in this Settlement
Agreement.

                3.4.2.                  The Parties intend and agree that the Releases granted in
this Article 3 shall be effective as a bar to any and all currently unsuspected, unknown, or
partially known claims within the scope of their express terms and provisions. Accordingly,
Named Plaintiff hereby expressly waives, on his own behalf and on behalf of all members of
the Settlement Class and on behalf of the Plan, and Defendants hereby expressly waive, any
and all rights and benefits respectively conferred upon them by the provisions of Section 1542
of the California Civil Code and all similar provisions of the statutory or common laws of any
other State, Territory, or other jurisdiction. Section 1542 reads in pertinent part:



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       “A general release does not extend to claims that the creditor does not know
       or suspect to exist in his favor at the time of executing the release, which if
       known by him must have materially affected his settlement with the debtor.”
Named Plaintiff, on his own behalf and on behalf of all members of the Settlement Class and
on behalf of the Plan, and Defendants each hereby acknowledge that the foregoing waiver of
the provisions of Section 1542 of the California Civil Code and all similar provisions of the
statutory or common law of any other State, Territory, or other jurisdiction was separately
bargained for and that neither Named Plaintiff, on the one hand, nor Defendants, on the other,
would enter into this Settlement Agreement unless it included a broad release of unknown
claims. Named Plaintiff, on his own behalf and on behalf of all members of the Settlement
Class and on behalf of the Plan, and Defendants each expressly agree that all release provisions
in this Settlement Agreement shall be given full force and effect in accordance with each and
all of their express terms and provisions, including those terms and provisions relating to
unknown, unsuspected, and future claims, demands, and causes of action. Named Plaintiff
assumes for himself, and on behalf of the Settlement Class and on behalf of the Plan, and
Defendants assume for themselves, the risk of his, her or its respective subsequent discovery or
understanding of any matter, fact, or law, that if now known or understood, would in any
respect have affected his, her, or its entering into this Settlement Agreement.

                 3.4.3.                 Claims Not Released Against Walmart Defendants.
Notwithstanding the foregoing releases, nothing in this Settlement Agreement shall release,
bar, waive, or otherwise affect claims asserted against Walmart Defendants in Alexander-
Jones, et al. v. Wal-Mart Stores, Inc., et al., Case No. 3:10-CV-03005 CRB (N.D. Cal.);
provided, however, that this Section 3.4.3 shall not be construed to permit Named Plaintiff, any
member of the Settlement Class, or the Plan to recover more than one hundred percent of his,
her, its or their losses under ERISA. The Parties agree that the question of the extent, if any, to
which the Settlement Amount (or any portion thereof allocated to members of the Settlement
Class pursuant to the Plan of Allocation) constitutes a reduction in the amount of any claim
asserted by or on behalf of any person in Alexander-Jones, et al. v. Wal-Mart Stores, Inc., et
al., is to be determined in that case, and the Parties reserve all rights with respect to positions
they may take on that question in that case. The settlement and dismissal of the Action shall
also not release, bar or waive (i) any ERISA section 502(a)(1)(B) claim for vested benefits by
any participant or beneficiary of the Plan where such claims are unrelated to any matter
asserted in this Action, or (ii) any ERISA claims that the Plan fiduciaries acted imprudently in
offering Walmart stock as an Investment Option.

               3.4.4.                 Claims Not Released Among Defendants and Plan
Relating to Services Merrill Lynch Provided to the Plan: Notwithstanding the foregoing, the
settlement and dismissal of the Action shall not release, bar or waive any potential claims or
defenses between Walmart Defendants, and/or the Plan, on the one hand, and Merrill Lynch
Defendants, on the other hand, arising out of or relating to Merrill Lynch Defendants’
provision of services to the Plan, except to the extent that such claims and defenses are
encompassed in the releases set forth in Sections 3.1 and 3.2 above.




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4. COVENANTS

       The Parties covenant and agree as follows:

       4.1.    Covenants Not to Sue.

                 4.1.1.              Named Plaintiff covenants and agrees on his own behalf,
and on behalf of the Settlement Class and on behalf of the Plan: (i) not to commence or assert
against any Released Party any action or claim based on or arising from any Released Claim;
and (ii) that the foregoing covenants and agreements shall be a complete defense to any such
claims against any of the respective Released Parties.

                4.1.2.               Defendants covenant and agree (i) not to assert against
Plaintiff any claim released under Section 3.2, (ii) not to assert against any other Defendant any
claim released under Section 3.2; and (iii) that the foregoing covenants and agreements shall be
a complete defense to any such claims against any of the respective Plaintiff or Defendants.

        4.2.   Taxation of Settlement Fund. Named Plaintiff acknowledges on his own behalf,
and on behalf of the Settlement Class and on behalf of the Plan, that the Released Parties and
Insurer have no responsibility for any taxes due on funds once deposited in the Settlement
Fund Account or that Named Plaintiff or Plaintiff’s Counsel receive from the Settlement Fund,
should any be awarded pursuant to Article 11 hereof. Nothing herein shall constitute an
admission or representation that any taxes will or will not be due on the Settlement Fund.

       4.3.    Cooperation. Defendants shall reasonably cooperate with Plaintiff’s Counsel by
enabling the posting of the Class Notice and Summary Class Notice on
www.Walmartbenefits.com and www.benefits.ml.com, as provided under Section 2.3.2.

5. REPRESENTATIONS AND WARRANTIES

       5.1.    Named Plaintiff’s Representations and Warranties.

                5.1.1.               Named Plaintiff represents and warrants that he has not
assigned or otherwise transferred any interest in any Released Claims against any Released
Party, and further covenants that he will not assign or otherwise transfer any interest in any
Released Claims.

               5.1.2.                Pursuant to Articles 3 and 4, Named Plaintiff represents
and warrants that he shall have no surviving claim or cause of action against any of the
Released Parties with respect to the Released Claims.

       5.2.    Parties’ Representations and Warranties. The Parties, and each of them,
represent and warrant:

              5.2.1.                That they are voluntarily entering into this Settlement
Agreement as a result of arm’s length negotiations among their counsel, with the assistance and



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recommendation of the mediator, Judge Layn R. Phillips; that in executing this Settlement
Agreement they are relying solely upon their own judgment, belief and knowledge, and the
advice and recommendations of their own independently selected counsel, concerning the
nature, extent and duration of their rights and claims hereunder and regarding all matters which
relate in any way to the subject matter hereof; and that, except as provided herein, they have
not been influenced to any extent whatsoever in executing this Settlement Agreement by any
representations, statements or omissions pertaining to any of the foregoing matters by any
party or by any Person representing any party to this Settlement Agreement. Each of the
Parties assumes the risk of mistake as to facts or law; and

                5.2.2.                  That they have carefully read the contents of this
Settlement Agreement, and this Settlement Agreement is signed freely by each Person
executing this Settlement Agreement on behalf of each of the Parties. The Parties and each of
them further represent and warrant to each other that he, she, or it has made such investigation
of the facts pertaining to the Settlement, this Settlement Agreement and all of the matters
pertaining thereto, as he, she, or it deems necessary.

        5.3.    Counsel Signatories: Each of the undersigned attorneys represents that he or
she is fully authorized to enter into the terms and conditions of, and to execute, this Settlement
Agreement on behalf of his or her respective clients, subject to Court approval. It is agreed
that because the Settlement Class is so numerous, it is impossible or impractical to have each
member of the Settlement Class execute this Settlement. The Class Notice will provide the
Settlement Class with a summary of this Settlement and will advise the Settlement Class of the
binding nature of the Releases. The Class Notice will have the same force and effect as if this
Settlement were executed by each member of the Settlement Class.

6. NO ADMISSION OF LIABILITY

                The Parties understand and agree that this Settlement Agreement embodies a
compromise settlement of disputed claims, and that nothing in this Settlement Agreement,
including the furnishing of consideration for this Settlement Agreement, shall be deemed to
constitute any finding of fiduciary status under ERISA or wrongdoing by any of the
Defendants, or give rise to any inference of fiduciary status under ERISA or wrongdoing or
admission of wrongdoing or liability in this or any other proceeding. This Settlement
Agreement and the payments made hereunder are made in compromise of disputed claims and
are not admissions of any liability of any kind, whether legal or factual. Defendants expressly
deny any liability or wrongdoing with respect to the matters alleged in the Complaint. Neither
the fact nor the terms of this Settlement Agreement shall be offered or received in evidence in
any action or proceeding for any purpose, except (i) in an action or proceeding arising under
this Settlement Agreement or arising out of or relating to the Preliminary Approval Order or
the Final Order, or (ii) in an action or proceeding where the Releases provided pursuant to this
Settlement Agreement may serve as a bar to recovery.




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7. THE SETTLEMENT AMOUNT AND SETTLEMENT FUND ACCOUNT

        7.1.    The Settlement Amount. In consideration of, and expressly in exchange for, all
of the promises and agreements set forth in this Settlement Agreement, the Settlement Amount
shall consist of the following amounts contributed by the Persons so named: by Walmart
Defendants and/or Insurer, the sum of Three Million, Five Hundred Thousand Dollars
($3,500,000) (“Company and/or Insurer Cash Amount”); and by Merrill Lynch, the sum of Ten
Million Dollars ($10,000,000) (“Merrill Lynch Cash Amount”) (collectively the “Settlement
Amount”). The Merrill Lynch Cash Amount is, as of the Agreement Execution Date, held by
the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan’s forfeiture suspense account. The
Settlement Amount will be made available for settlement purposes pursuant to Sections 7.3.1
and 7.3.2.

        7.2.    Sole Monetary Contribution. The Settlement Amount shall constitute a non-
recourse settlement amount, and it shall be the full and sole monetary contribution made by or
on behalf of Defendants in connection with the Settlement effected between Named Plaintiff
and Defendants under this Settlement Agreement. In no circumstance shall anyone other than
the Company, Merrill Lynch, and Insurer have any personal obligation to fund any or all of the
Settlement Amount. The Settlement Amount specifically covers any claims for costs and
attorneys’ fees by Named Plaintiff, on his behalf or on behalf of the Settlement Class, any costs
or expenses of the Class Notice, and any compensation to Named Plaintiff. Except as set forth
in Section 8.2 below or as otherwise specified in this Settlement Agreement, the Parties shall
bear their own costs and expenses (including attorneys’ fees) in connection with effectuating
the Settlement and securing all necessary court orders and approvals with respect thereto.

         7.3.    Settlement Fund Account: Before entry of the Preliminary Approval Order,
Plaintiff’s Counsel shall establish at a financial institution acceptable to counsel for Defendants
and Insurer, and to be approved by the Court in the Preliminary Approval Order (“Financial
Institution”), a settlement fund account (“Settlement Fund Account”) which is an interest-
bearing account and considered a common fund created as a result of the Action. Plaintiff’s
Counsel shall promptly provide to Insurer and Defendants written notification of the date of
establishment of the Settlement Fund Account, Financial Institution name, address, ABA
number, account number, account name, taxpayer identification number, and any additional
information needed to deposit the Cash Amount into the Settlement Fund Account. Plaintiff’s
Counsel shall direct the Financial Institution to make distributions by wire transfer or check
from the Settlement Fund only in strict accordance with the Settlement Agreement and Court
Orders. No other disbursements may be authorized by Plaintiff’s Counsel.

                7.3.1.                The Settlement Fund Account shall be funded as follows.
No later than (10) days after entry of the Preliminary Order the Company shall deposit the
Walmart Class Notice Advance Amount into the Settlement Fund Account, and the Plan, upon
written direction from the Merrill Lynch Defendants, shall deposit the Merrill Lynch Class
Notice Advance Amount from the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan’s
forfeiture suspense account into the Settlement Fund Account. The Parties agree that the Class
Notice Amount is part of the Settlement Amount, that the Walmart Class Notice Advance



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Amount is part of the Walmart Cash Amount, and the Merrill Lynch Class Notice Advance
Amount is part of the Merrill Lynch Cash Amount. The cost and expenses of Class Notice
shall be paid by Plaintiff’s Counsel from the Settlement Fund Account. The remainder of the
Settlement Fund Account shall be funded as follows. No later than twenty (20) days after entry
of the Final Order the Company shall cause the Insurer to deposit its portion of the Company
and/or Insurer Cash Amount into an account with a third-party escrow agent (“Escrowed
Funds”). No later than five (5) business days after the Effective Date of Settlement: (a) upon
the direction of the Insurer, the Company shall cause the Escrowed Funds of the Insurer (less
interest thereon) to be disbursed and deposited into the Settlement Fund Account; (b) pursuant
to written authorization of the Plan’s Independent Fiduciary and pursuant to written direction
of Merrill Lynch Defendants, the Retirement Plans Committee shall cause the Merrill Lynch
Cash Amount, as defined in Section 7.1, less the Merrill Lynch Class Notice Advance Amount,
to be paid from the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan’s forfeiture suspense
account and deposited in the Settlement Account; and (c) the Company shall deposit the
remainder of the Company and/or Insurer Cash Amount, less the Walmart Class Notice
Advance Amount, into the Settlement Fund Account.

                 7.3.2.                Should any transfer into the Settlement Fund Account fail
to occur in accordance with the terms of Section 7.3.1, Plaintiff shall have the right either to
compel transfer by filing a motion with the Court in this Action or to terminate the Settlement.
Termination shall render the Settlement null and void, with the Parties and the Plan reserving
all rights and returning to their respective positions on the day immediately before the
Agreement Execution Date, including with respect to class certification. If the Independent
Fiduciary fails to take the actions set forth in Section 2.2, if the Court fails to finally approve
the Settlement, or if the Settlement terminates or fails for any reason, all of the money held in
the Settlement Fund Account, together with interest earned thereon, shall be returned promptly
to the Parties in proportion to their contributions, and the Parties will return to their respective
positions on the day immediately before the Agreement Execution Date. The only deductions
from the amounts returned from the Settlement Fund Account shall be any costs incurred in
connection with the administration of the Settlement Fund, including but not limited to taxes,
accounting, or fees associated with establishing and maintaining the Settlement Fund Account,
with such deductions allocated to the Company, Insurer, and Merrill Lynch on a basis
consistent with their obligations to make contributions to the Cash Amount. Under no
circumstances shall the Insurer or Defendants be responsible for any payments, costs or fees
whatsoever under this paragraph or the Settlement beyond their respective obligations to cause
the Cash Amount to be deposited in the Settlement Fund Account as specified in Sections 7.3.1
and 2.2 above.

               7.3.3.                The Settlement Fund shall be structured and managed to
qualify as a Qualified Settlement Fund under Section 468B of the Internal Revenue Code and
provide reports to Plaintiff’s Counsel for tax purposes. It is intended that the Settlement Fund
be structured and administered to preserve, to the maximum degree possible, the tax benefits
associated with ERISA-qualified plans. The Parties shall not take a position in any filing or
before any tax authority inconsistent with such treatment. All taxes on the income of the
Qualified Settlement Fund and tax-related expenses incurred in connection with the taxation of
the Qualified Settlement Fund shall be the responsibility of Plaintiff and shall be paid out of



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the Qualified Settlement Fund. Plaintiff’s Counsel shall have signature authority over the
Settlement Fund Account, and shall direct the Financial Institution to pay from the Settlement
Fund the reasonable cost of administering the Settlement Fund without further order of the
Court, which expenses shall include (i) expenses associated with the preparation and filing of
all tax reports and tax returns required to be filed by the Settlement Fund; (ii) payment of any
taxes owed by the Settlement Fund; (iii) expenses associated with the preparation and issuance
of any required Forms 1099 associated with payments from the Settlement Fund; (iv) fees
charged and expenses incurred by the Financial Institution associated with administration of
the Settlement Fund; and (v) expenses incurred by Plaintiff’s Counsel in preparing notice and
any supplemental notice to the Settlement Class. Plaintiff’s Counsel may instruct the Financial
Institution to reserve any portion of the Settlement Fund for the purpose of satisfying future or
contingent expenses or obligations, including expenses of Settlement Fund administration or
any disbursement provided under the terms of this Settlement Agreement. Defendants take no
position, directly or indirectly, with respect to such matters. The Parties acknowledge and
agree that Defendants shall have no authority, control, or liability in connection with the
design, management, administration, investment, maintenance, or control of the Settlement
Fund, or for any expenses the Settlement Fund may incur or for any taxes that may be payable
by the Settlement Fund or for any distributee therefrom.

8. PAYMENTS FROM THE SETTLEMENT FUND

         8.1.   Expenses of Class Notice. Plaintiff’s Counsel may direct the Financial
Institution in writing, with notice to Defendants, to disburse from the Settlement Fund an
amount for the payment of reasonable costs of the Class Notice from the Class Notice Amount.

        8.2.    Disbursements from the Settlement Fund. Except as provided in Section 7.3.1,
Section 8.1 or in Article 11, no distribution of any part or all of the Settlement Fund shall be
paid from the Settlement Fund until the Financial Institution has received (a) a joint notice
signed by Plaintiff’s Counsel and Defendants’ Counsel (to be signed on the next business day
following the Effective Date of Settlement, or as soon as practicable thereafter) that directs the
Financial Institution to disburse the Net Proceeds to the Trust for the Plan for distribution by
the Plan’s trustees in accordance with the Plan of Allocation, or (b) a Court order directing that
the Settlement Fund be disbursed and designating the appropriate recipient. The Plan of
Allocation shall be prepared by Plaintiff’s Counsel and submitted to the Court for approval in
connection with Final approval of the Settlement, and shall provide for the allocation of the
Settlement Fund net of the disbursements called for in Sections 7.3.3, 8.1, 11.1 and 11.2 (“Net
Proceeds”). Defendants shall have no responsibility for structuring the content of the Plan of
Allocation, but will have the right to review it for feasibility and cost of implementation before
presentation to the Court. The Plan of Allocation will specify how the Net Proceeds will be
used to offset future Plan expenses and administration fees on a Plan-wide basis, and how such
payments will reduce the amount of such fees that otherwise would be charged to then existing
individual Plan participant accounts. Fees already charged to individual participant accounts
before the date upon which future Plan expenses and fees are paid from the Net Proceeds will
not be reduced. Plaintiff shall have no responsibility for or liability with respect to distribution
of the Net Proceeds once they have been provided to the Plan’s trustees. Costs of
implementation of the Plan of Allocation shall be paid from the Net Proceeds. The Parties



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contemplate that the Plan of Allocation shall not require Merrill Lynch to perform any
additional trustee, recordkeeping or other administrative services for the Plan or its participants
beyond those encompassed by, and compensated pursuant to, Merrill Lynch’s existing
arrangements with Walmart and the Plan. If the Plan of Allocation requires such additional
services, Merrill Lynch shall be entitled to reasonable compensation for performing such
additional services. Such additional services shall be performed by Merrill Lynch only after
approval by an authorized Plan fiduciary of both the services to be performed and the terms of
Merrill Lynch’s compensation for those services. Other than as stated in this Section 8.2
Defendants and their counsel shall not be reimbursed for any work they do to facilitate the Plan
of Allocation. Nothing herein shall constitute approval or disapproval of the Plan of Allocation
by Defendants, and Defendants shall have no responsibility or liability for the Plan of
Allocation and shall take no position for or against the Plan of Allocation.

9. NON-MONETARY CONSIDERATION FOR SETTLEMENT

         9.1.    For a period of two years commencing on the Effective Date of Settlement the
Retirement Plans Committee of the Plan, to further its goal to offer Investment Options with
fees that are reasonable, shall: (a) continue to retain a consultant or independent advisor who is
not otherwise affiliated with the Company and who has acknowledged in writing fiduciary
status with the Plan within the meaning of ERISA section 3(21)(A), to provide independent
advice and recommendations on selection and monitoring of Investment Options; and (b)
review the consultant or independent advisor for conflicts of interest on an annual basis.

         9.2.   For a period of two years commencing on the Effective Date of Settlement the
Retirement Plans Committee shall continue to make available web-based investment education
resources, including a retirement planning calculator, to participants of the Plan that are the
same as, or comparable to, those provided to participants on www.Walmartbenefits.com and
www.benefits.ml.com, as of the date on which this Settlement Agreement is fully executed.
Such resources shall continue to be made available to participants on
www.Walmartbenefits.com and on www.benefits.ml.com. Merrill Lynch agrees to make such
resources available on www.benefits.ml.com, as consistent with the terms of Merrill Lynch,
Pierce, Fenner & Smith Incorporated’s retention as the Plan’s recordkeeper. The Retirement
Plans Committee will continue to explore enhancements to its web-based participant investment
education program, including enhancements intended to make Retirement Education and Tools
more accessible on www.Walmartbenefits.com.

         9.3.   For a period of two years commencing on the Effective Date of Settlement the
Retirement Plans Committee shall continue its ongoing process to remove from the Plan’s
Investment Options, and shall not add as Investment Options, funds that are retail mutual funds,
funds that pay 12b-1 fees, and funds that provide revenue sharing, per-position or per-
participant sub-transfer agent fees, or other fees, to any party in interest as defined in ERISA §
3(14)(A), including the Plan’s trustee or recordkeeper. As of the date on which this Settlement
Agreement is fully executed, the Plan offers two index funds—the Barclays Russell 1000 Index
Trust and the Barclays Russell 2000 Index Trust—on its core menu. The Retirement Plans
Committee will consider, where and when appropriate, adding other low cost, passively-
managed investment vehicles to the Investment Options.



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         9.4.    For a period of two years commencing on the Effective Date of Settlement the
Retirement Plans Committee shall (a) comply with the Fiduciary Requirements for Disclosure
in Participant-Directed Individual Account Plans, Final Rule, 75 Fed. Reg. 64910 at 64939
(October 20, 2010), which shall include posting information about the Plan’s Investment
Options in the format set forth in the Model Comparative Chart, “Appendix to §2550.404a-5,”
75 Fed. Reg. at 64942, on www.benefits.ml.com and shall (i) include posting an active link in
the Comparative Chart to http://www/dol.gov/ebsa/publications/401k employee.html or (ii) if
such link is not feasible, include posting an active link to
http://www.dol.gov/ebsa/publications/401k employee.html in proximity to the online version of
the Comparative Chart on www.benefits.ml.com, and (b) include a link on
www.benefits.ml.com to the SEC Cost Calculator found at
http://www.sec.gov/investor/tools/mfcc/get-started.htm, with such link located in proximity to
the online version of the Comparative Chart and with guidance to participants on how to
complete the SEC Cost Calculator for the Investment Options. Merrill Lynch agrees to the
placements of such links on www.benefits.ml.com, as consistent with the terms of Merrill
Lynch, Pierce, Fenner & Smith Incorporated’s retention as the Plan’s recordkeeper.

         9.5.   Other than as specifically provided in this Section 9, Walmart Defendants and
the Retirement Plans Committee shall maintain full authority to terminate, modify, and amend
the Plan and shall maintain full control over the administration of the Plan, including selection
of investment options, record keepers, consultants, and independent advisors.

10. TERMINATION OF THE SETTLEMENT AGREEMENT

       10.1. Termination. Automatic termination of this Settlement Agreement, thereby
making the Settlement Agreement null and void, will occur under the following
circumstances:

               10.1.1.             If the Court declines to approve the Settlement and if such
order declining approval has become Final, then this Settlement Agreement shall automatically
terminate, and thereupon become null and void, on the date that any such order becomes
Final.

                10.1.2.                If the Court issues an order modifying the Settlement
Agreement, and if, within thirty-one (31) days after the date of any such ruling, or, within
thirty-one (31) days after the date of the Court’s order following a motion for reconsideration
of any such ruling, whichever is later, the Parties have not agreed in writing to proceed with all
or part of the Settlement Agreement as modified by the Court or the Parties, then provided that
no appeal is then pending from either such ruling, this Settlement Agreement shall
automatically terminate, and thereupon become null and void, on the thirty-first (31st) day after
issuance of the order referenced in this Section 10.1.2.

               10.1.3.                If the Eighth Circuit reverses the Court’s order approving
the Settlement, and if within thirty-one (31) days after the date of any such ruling the Parties
have not agreed in writing to proceed with all or part of the Settlement Agreement as modified



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by the Court or by the Parties then, provided that no appeal is then pending from such ruling
this Settlement Agreement shall automatically terminate, and thereupon become null and void,
on the thirty-first (31st) day after issuance of the order referenced in this Section 10.1.3.

                10.1.4.                If the Supreme Court of the United States reverses an
Eighth Circuit order approving the Settlement, and if within thirty-one (31) days after the date
of any such ruling the Parties have not agreed in writing to proceed with all or part of the
Settlement Agreement as modified by the Court or by the Parties then this Settlement
Agreement shall automatically terminate, and thereupon become null and void, on the thirty-
first (31st) day after issuance of the order referenced in this Section 10.1.4.

               10.1.5.                 If any or all of the conditions of Article 2 of this
Settlement Agreement are not fully satisfied or waived in accordance with their terms and on
the timetables set forth in that Article, then this Settlement Agreement shall terminate, and
thereupon become null and void.

        10.2. Consequences of Termination of the Settlement Agreement. If the Settlement
Agreement is terminated and rendered null and void for any reason specified in Section 10.1,
the following shall occur:

                10.2.1.               Plaintiff’s Counsel shall within ten (10) days after the date
of termination of the Settlement Agreement notify the Financial Institution in writing to return
to the Company, Insurer, and Merrill Lynch the amounts contributed by each of them to the
Settlement Fund, with all net income earned thereon, minus the expenses charged by the
Financial Institution, and any expense of the Settlement Fund disbursed or owed pursuant to
Articles 7 or 8, directing the Financial Institution to effect such return within ten (10) days.
Deductions for amounts disbursed or owed as provided in this Section 10.2.1 shall be made in
proportion to the respective contributions to the Cash Amount made by the Company, the
Insurer, and Merrill Lynch.

                10.2.2.                 The Action shall for all purposes with respect to the
Parties revert to its status as of the day immediately before the Agreement Execution Date,
including a lifting of any stay of the Action.

              10.2.3.               All provisions of this Settlement Agreement shall be null
and void except as otherwise provided herein. Neither the fact nor the terms of this Settlement
Agreement shall be offered or received in evidence in any action or proceeding for any
purpose, except as provided by Section 6.

11. ATTORNEYS’ FEES AND EXPENSES

        11.1. Application for Attorneys’ Fees and Expenses. Plaintiff’s Counsel may apply to
the Court for an award to Plaintiff’s Counsel of attorneys’ fees in an amount not to exceed
thirty percent (30%) of the Settlement Fund, and for reimbursement of costs and expenses, to
be paid from the Settlement Fund. Defendants will not take any position on Plaintiff’s
Counsel’s application for fees, costs, or reimbursement of expenses. Defendants do not agree



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or concede that the amount of attorneys’ fees, costs and expenses that may be sought by
Plaintiff’s Counsel is appropriate or reasonable, but simply take no position; moreover, nothing
in this Settlement Agreement shall be construed otherwise. The Parties acknowledge and agree
that Defendants shall have no authority, control, or liability in connection with Plaintiff’s
Counsel’s attorneys’ fees, costs, and expenses. Plaintiff’s Counsel shall be entitled to receive
attorneys’ fees and expenses from the Settlement Fund to the extent awarded by the Court, and
payable as set forth in Section 11.3 herein.

        11.2. Application for Compensation to Named Plaintiff: Plaintiff’s Counsel may
apply to the Court for an award to Named Plaintiff in an amount not to exceed Twenty
Thousand Dollars ($20,000.00) for compensation to Named Plaintiff, payable solely from the
Settlement Fund, and the Named Plaintiff shall be entitled to receive such compensation from
the Settlement Fund to the extent awarded by the Court, and payable as set forth in Section
11.3 herein. Defendants will not take any position on the amount to be requested as an award to
Named Plaintiff.

        11.3. Disbursement of Attorneys’ Fees and Expenses and Named Plaintiff
Compensation. Upon the later of (i) entry of an order by the Court awarding payment of
attorneys’ fees and expenses from the Settlement Fund and/or payment of Named Plaintiff’s
compensation from the Settlement Fund, and (ii) the Effective Date of Settlement, Plaintiff’s
Counsel may instruct the Financial Institution in writing to disburse such payments from the
Settlement Fund, which the Financial Institution shall implement within one (1) business day
of receipt and clearing of deposits of all funds pursuant to Section 7.3.1. If at the time of any
disbursement from the Settlement Fund pursuant to Article 8.2 there shall be a pending
Application for Attorneys’ Fees and Expenses or for Compensation to Named Plaintiff, there
shall be reserved in the Settlement Fund an amount equal to the amount of the pending
application, until such time as the Court shall rule upon such application and such ruling shall
become Final.

12. MISCELLANEOUS PROVISIONS.

         12.1. Confidentiality: The negotiations and terms of this Settlement will remain
strictly confidential and shall not be revealed to anyone other than the Parties, their accountants
and advisors, counsel, the Independent Fiduciary, their retained consultants, Judge Layn R.
Phillips or another mediator or arbitrator agreed to by the Parties. Notwithstanding the
provisions of this subsection, the following is permitted:

               12.1.1.                 Walmart and Merrill Lynch may disclose the terms of the
Settlement in filings that they are required to make, including filings with the Securities and
Exchange Commission, such as 10-Q and 10-K filings.

               12.1.2.                Merrill Lynch may respond to inquiries from its retirement
plan services clients or prospective retirement plan services clients concerning the Settlement
by providing or summarizing information contained in the Settlement Agreement, Preliminary
or Final Approval papers or Class Notice, stating that Merrill Lynch continues to provide




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services to the Plan, and asserting its position that it settled the Action amicably in order to
resolve potential disputes or concerns involving a valued client.

                 12.1.3.               Upon the filing of Named Plaintiff’s Preliminary Motion
with the Court, Plaintiff’s Counsel may announce the fact of Settlement and post the
Complaint, Settlement Agreement, Preliminary and Final Approval papers, and Class Notice
on the website referenced in the Class Notice and may disclose the terms of the Settlement in
the filings made as part of the Preliminary Motion. Unless mutually agreed in writing by the
parties, Plaintiff’s Counsel will not post any documents or information regarding the Action on
their website other than the Complaint, Settlement Agreement, Preliminary and Final Approval
Papers, and Class Notice.

                12.1.4.              Following Named Plaintiff’s filing of the Preliminary
Motion and subject to this Section 12.1, the Parties and their Counsel may make public
statements of the matters disclosed in the Settlement Agreement, Preliminary and Final
Approval papers, and Class Notice, may respond to inquiries from members of the Settlement
Class by describing the terms of this Settlement Agreement to them, and may respond to other
inquiries by referring to documentation on the website referenced in the Class Notice and
documentation made available on www.Walmartbenefits.com or www.benefits.ml.com.
Except as otherwise provided in this Section, Parties and their Counsel may not make any other
public statements or provide any further information regarding the Action.

               12.1.5.              The Parties may disclose the terms of the Settlement to the
extent necessary to comply with a court order, validly-served subpoena, or valid discovery
request made in the course of ongoing litigation or arbitration.

               12.1.6.               Nothing in this Agreement shall prohibit or restrict the
Parties from responding to any inquiry by, reporting information to, or providing testimony
before any self-regulatory organization or regulatory or governmental agency having
jurisdiction over the matter.

         12.2. Return of Materials. Except for attorney notes, pleadings, non-confidential
transcripts, and other court submissions and exhibits thereto, each Party that received material
designated as Confidential under the Protective Order in this Action (Dkt. No. 75), including
confidential material contained in formal and informal discovery, and information provided for
purposes of settlement, and all other confidential material, from an another Party in the course
of litigating this Action shall, within sixty (60) days after the Effective Date of Settlement, at
the producing Party’s option either (i) return all such materials in its custody or control,
including in the possession of consultants of the receiving Party, to the producing Party or (ii)
certify that all such materials in its custody or control, including in the possession of
consultants of the receiving Party, have been destroyed; provided that if a producing Party
requests the physical return of its materials, that Party shall reimburse the receiving Party for
its reasonable costs of assembling and shipping such materials.

       12.3.   Severability. The provisions of this Settlement Agreement are not severable.




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       12.4. Amendment. Before entry of the Final Order, the Settlement Agreement may
be modified or amended only by written agreement signed by or on behalf of all Parties.
Following entry of the Final Order, the Settlement Agreement may be modified or amended
only by written agreement signed on behalf of all Parties, and approved by the Court.

        12.5. Waiver. The provisions of this Settlement Agreement may be waived only by
an instrument in writing executed by the waiving party. The waiver by any party of any breach
of this Settlement Agreement shall not be deemed to be or construed as a waiver of any other
breach, whether prior, subsequent, or contemporaneous, of this Settlement Agreement.

        12.6. Construction. None of the Parties hereto shall be considered to be the drafter of
this Settlement Agreement or any provision hereof for the purpose of any statute, case law or
rule of interpretation or construction that would or might cause any provision to be construed
against the drafter hereof.

        12.7. Principles of Interpretation. The following principles of interpretation apply to
this Settlement Agreement.

               12.7.1.              Headings. The headings of this Settlement Agreement are
for reference purposes only and do not affect in any way the meaning or interpretation of this
Settlement Agreement.

               12.7.2.             Singular and Plural. Definitions apply to the singular and
plural forms of each term defined.

               12.7.3.               Gender. Definitions apply to the masculine, feminine, and
neuter genders of each term defined.

               12.7.4.              References to a Person. References to a Person are also to
the Person’s permitted successors and assigns.

        12.8. Further Assurances. Each of the Parties agrees, without further consideration
and as part of finalizing the Settlement hereunder, that they will in good faith execute and
deliver such other documents and take such other actions as may be necessary to consummate
and effectuate the subject matter and purpose of this Settlement Agreement.

        12.9. Survival. All representations, warranties and covenants set forth in this
Settlement Agreement shall be deemed continuing and shall survive the Effective Date of
Settlement and the termination or expiration of this Settlement Agreement with the exception
of the covenants not to sue set forth in Section 4.1, which shall not survive the termination of
this Settlement Agreement.

        12.10. Notices. Any notice, demand or other communication under this Settlement
Agreement (other than the Class Notice, or other notices given at the direction of the Court)
shall be in writing and shall be deemed duly given upon receipt if it is addressed to each of the
intended recipients as set forth below and personally delivered, sent by registered or certified



                                   - 23 -
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mail (postage prepaid), sent by confirmed facsimile, or delivered by reputable express
overnight courier:

                      IF TO NAMED PLAINTIFF:
                      Lynn Lincoln Sarko
                      KELLER ROHRBACK L.L.P
                      1201 Third Avenue, Suite 3200
                      Seattle, WA 98101
                      Fax: (206) 623-3384

                      IF TO WALMART DEFENDANTS:
                      Paul J. Ondrasik
                      STEPTOE & JOHNSON LLP
                      1330 Connecticut Ave., NW
                      Washington, DC 20036
                      Fax: (202) 429-3902

                      and

                      Ross Higman
                      WAL-MART STORES, INC.
                      702 S.W. Eighth Street
                      Bentonville, AR 72716-0215
                      Fax: (479) 277-5991

                      IF TO MERRILL LYNCH DEFENDANTS:
                      Robert Eccles
                      O’MELVENY & MYERS LLP
                      1625 Eye Street, N.W.
                      Washington, D.C. 20006
                      Fax: (202) 383-5414


Any Party may change the address at which it is to receive notice by written notice delivered to
the other Parties in the manner described above.

       12.11. Entire Agreement. This Settlement Agreement contains the entire agreement
between Plaintiff, on the one hand, and Defendants, on the other, to resolve the Action and
supersedes all prior or contemporaneous agreements, understandings, representations, and
statements, on the subject of the Action.

       12.12. Counterparts. This Settlement Agreement may be executed by exchange of
faxed or electronically transmitted (.pdf) executed signature pages, and any signature
transmitted by facsimile or .pdf for the purpose of executing this Settlement Agreement shall
be deemed an original signature for purposes of this Settlement Agreement. This Settlement
Agreement may be executed in two or more counterparts, each of which shall be deemed to be



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                                                      EXHIBIT 1
Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 29 of 65
                          IN THE UNITED STATES DISTRICT COURT
                         FOR THE WESTERN DISTRICT OF MISSOURI
                                   SOUTHERN DIVISION

JEREMY BRADEN, individually and on behalf )
of all others similarly situated,               )       Case No. 6:08-cv-3109-GAF
                                                )
                                     Plaintiff, )       Hon. Gary A. Fenner
                                                )
         v.                                     )       CLASS ACTION
                                                )
WAL-MART STORES, INC., et al.,                  )
                                                )
                                  Defendants. )

        [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION
       SETTLEMENT, CONDITIONALLY CERTIFYING SETTLEMENT CLASS,
       DIRECTING DISTRIBUTION OF CLASS NOTICE, APPOINTING CLASS
    COUNSEL AND CLASS REPRESENTATIVE, AND SETTING HEARING FOR FINAL
                 APPROVAL OF CLASS ACTION SETTLEMENT


         In this case, Class Plaintiff Jeremy Braden, on behalf of himself and all others similarly

situated (the “Class”), asserts claims for alleged violations of the Employee Retirement Income

Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq. (“ERISA”) against the Wal-Mart

Defendants and Merrill Lynch Defendants,1 as well as a claim for unjust enrichment and a non-

1
    Defendants James W. Breyer, John A. Cooper, Jr., Stanley C. Gault, Frederick S. Humphries,
    Dawn G. Lepore, Elizabeth A. (Betsy) Sanders, Donald G. Soderquist, and Jose H. Villarreal
    are referred to collectively as the “Compensation Committee Defendants.” Defendants Stephen
    R. Hunter, Debbie Davis Campbell, and John or Jane Doe 1 are referred to collectively as the
    “VP Retirement Plan Defendants.” Defendants Jeff Amos, Bill Ayers, Terry Bertschy,
    Elizabeth Branigan-Evans, Debbie Davis Campbell, Fred Disch, Larry Duff, Sam Dunn, Don
    Etheredge, Robin Forbis, Sharon Garmon, Erin Gonzalez (misidentified and named in
    duplication as Erin Weitzel), Rob Hey, Stephen R. Hunter, Greg Johnston, David McBride,
    Phyllis Morey, Cliff Parker, Arvetta Powell, Charles Rateliff, Dave Reiff, David Scogin, Donna
    Spradlin, J.P. Suarez, Jenifer Terrell, Kevin Turner, Jeremy Wilson, Jimmy Wright, and John
    or Jane Does 2-5 are referred to collectively as the “Retirement Plans Committee Defendants.”
    Wal-Mart and the Compensation Committee Defendants, the VP Retirement Plan Defendants,
    and the Retirement Plans Committee Defendants are referred to collectively as “Wal-Mart” or
    the “Wal-Mart Defendants.” Merrill Lynch, Pierce, Fenner & Smith Inc., Merrill Lynch Trust
    Company of America, and Merrill Lynch & Co. Inc., are collectively referred to as “Merrill
    Lynch.” The Wal-Mart Defendants and Merrill Lynch Defendants are collectively referred to
    as “Defendants.”



        Case 6:08-cv-03109-GAF Document1229-1 Filed 12/02/11 Page 30 of 65
fiduciary claim for knowing participation in a fiduciary breach against the Merrill Lynch

Defendants, with respect to the Wal-Mart 401(k) Plan (the “Plan”). The Settlement2 now before

the Court was achieved by extensive arm’s-length negotiations between parties, and resolves all

claims of the Class against Defendants arising out of this Action, as defined in the Settlement

Agreement, Section 3. Defendants deny any and all liability or wrongdoing alleged against them

in this Action. Class Plaintiff maintains that his claims have merit and that the Court would

certify a class in this Action. Notice of the proposed Settlement has been or will be served on the

appropriate state and federal officials in accordance with the Class Action Fairness Act of 2005,

28 U.S.C. § 1715.

          Presented to the Court for preliminary approval is the Settlement of this Action against

Defendants. The terms of the Settlement are set out in the Settlement Agreement, dated

December 2, 2011 (the “Settlement Agreement”), executed by Class Counsel and Defendants’

counsel. The Court has considered the proposed Settlement in view of the pleadings, record,

complexity of the issues in this case, the parties’ extensive arm’s-length settlement negotiations,

and the risks and costs of further litigation, and the Court is preliminarily satisfied that the

Settlement is fair, reasonable, and adequate, such that it is appropriate to consider whether to

certify a class for settlement purposes, whether the Settlement is sufficient to warrant issuance of

notice to Class members, and whether the proposed notices adequately inform Class members of

the material terms of the Settlement and their rights relating thereto.

          Upon reviewing Class Plaintiff’s Unopposed Motion for an Order Preliminarily

Approving Class Action Settlement, Conditionally Certifying Settlement Class, Directing

Distribution of Class Notice, Appointing Class Counsel and Class Representative, and Setting

Hearing for Final Approval of Class Action Settlement, dated December 2, 2011, IT IS

HEREBY ORDERED THAT:



2
    Capitalized terms not otherwise defined in this Order shall have the same meaning ascribed to
    them in the Settlement Agreement, attached as Exhibit A to the Declaration of Derek W.
    Loeser submitted in support hereof.



         Case 6:08-cv-03109-GAF Document2229-1 Filed 12/02/11 Page 31 of 65
       1.        This Court has jurisdiction over the subject matter of this Action pursuant to 18

U.S.C. § 1332(d), and jurisdiction over the Class members described in paragraph 4 below.

       2.        The Court preliminarily finds that the proposed Settlement should be approved as

(a) fair, reasonable, and adequate; (b) the product of serious, informed, arm’s-length, and non-

collusive negotiations; (c) having no obvious deficiencies; (d) not improperly granting

preferential treatment to the Class Representative or segments of the Class; (e) falling within the

range of possible approval; and (f) warranting notice to Class members of a formal final approval

hearing (“Fairness Hearing”) at which evidence may be presented in support of and in opposition

to the proposed Settlement. The parties are authorized and directed to take all actions that may

be required prior to final approval of the Settlement by the Court, as set forth in the Settlement

Agreement.

       3.        For purposes of the proposed Settlement only, the Court preliminarily finds that

the Class defined in paragraph 4 below satisfies the requirements of the United States

Constitution, the Federal Rules of Civil Procedure, and any other applicable law, in that:

                 a.     The Class is cohesive and well-defined;

                 b.     The Class members are ascertainable from records kept with respect to the

Plan, and Class members are so numerous that their joinder before the Court would be

impracticable;

                 c.     Based on allegations in the Complaint, there are one or more questions of

fact and/or law common to the Class;
                 d.     Based on allegations in the Complaint that the Defendants’ alleged

conduct affected Class members in a uniform manner, the claims of Class Plaintiff are typical of
the claims of the Class;

                 e.     Class Plaintiff will fairly and adequately protect the interests of the Class
in that (i) the interests of Class Plaintiff and the nature of his alleged claims are consistent with

those of the Class members; (ii) there appear to be no conflicts between or among Class Plaintiff
and the Class; and (iii) Class Plaintiff and the Class members are represented by qualified,



      Case 6:08-cv-03109-GAF Document3229-1 Filed 12/02/11 Page 32 of 65
reputable counsel who are experienced in preparing and prosecuting large, complicated ERISA

class actions; and

               f.      The prosecution of separate actions by individual members of the Class

would create risk of (i) inconsistent or varying adjudications as to individual Class members that

would establish incompatible standards of conduct for the parties opposing the claims asserted in

this Action; and/or (ii) adjudications as to individual Class members that would, as a practical

matter, be dispositive of the interests of the other Class members not parties to the adjudications,

or substantially impair or impede the ability of those persons to protect their interests.

       4.      For purposes of the proposed Settlement only, and based on the findings set out in

paragraph 3 above, the Court preliminarily certifies the following class (the “Class”) under Fed.

R. Civ. P. 23(b)(1)(A) and (B), as set forth in the Settlement Agreement, ¶ 1.44:
       (a) all Persons, except Defendants, who are or were participants in the Wal-Mart
       Stores, Inc. Profit Sharing and 401(k) Plan, or the predecessors or successors
       thereto, who have held assets in the Plan Investment Options at any time between
       July 1, 1997 to the Agreement Execution Date, inclusive, and (b) as to each
       Person within the scope of subsection (a) of [Settlement Agreement] Section 1.44,
       his, her, or its beneficiaries, alternate payees, Representatives and Successors in
       Interest.

       5.      For purposes of the proposed Settlement only, Class Plaintiff is designated Class

Representative, and the Court conditionally approves and appoints the law firm of Keller

Rohrback L.L.P. to serve as Lead Counsel and the law firm of Aleshire Robb P.C. to serve as
Liaison Counsel (collectively “Class Counsel”). Lead Counsel has the authority to designate and

associate additional Plaintiff’s counsel, to delegate to such counsel work to assist in the

prosecution of this litigation, and to include such work that is approved by Lead Counsel in

Plaintiff’s Application for Attorneys’ Fees and Expenses, as set forth in the Settlement

Agreement ¶ 11.1.

       6.      Lead Counsel has established a Settlement Fund Account at Wells Fargo Bank,

which is an interest-bearing account and considered a common fund created as a result of this

action, pursuant to paragraph 7.3 of the Settlement Agreement. The Court finds that Lead




      Case 6:08-cv-03109-GAF Document4229-1 Filed 12/02/11 Page 33 of 65
Counsel has satisfied this provision and approves the use of this account for the Settlement Fund

Account.

       7.      Plaintiff has presented to the Court proposed forms of Class Notice and a

Summary Notice, which are attached to the Settlement Agreement as Exhibits 1.A and 1.B,

respectively. The Court finds that the form and substance of the Class Notice and the Summary

Notice satisfy the requirements of due process and the Federal Rules of Civil Procedure. The

Court directs the parties to disseminate the Class Notice and the Summary Notice as proposed in

the Settlement Agreement, ¶ 2.3.2, and that non-substantive changes may be made to the Class

Notice and the Summary Notice by agreement of the parties without further order of the Court.

               a.      The Class Notice shall be published on www.Walmartbenefits.com and

www.benefits.ml.com pursuant to the Settlement Agreement, ¶ 2.3.2, within thirty (30) days

after this Preliminary Approval Order is entered and not less than fifty-five (55) days before the

Fairness Hearing. Summary Notice shall be published in USA Today and on BusinessWire

pursuant to the Settlement Agreement, ¶ 2.3.2, within thirty (30) days after this Preliminary

Approval Order is entered and not less than fifty-five (55) days before the Fairness Hearing.

               b.      The parties shall file with the Court a proof of timely compliance with the

foregoing publication requirements, as well as a declaration attesting to the mailing of the notices

pursuant to the Class Action Fairness Act of 2005, no later than February 29, 2012 (which is
seven (7) days before the Fairness Hearing).

               c.      The parties shall reasonably cooperate with one another to accomplish the

requirements of this paragraph, as provided in the Settlement Agreement, ¶ 2.3.5. The costs and

expenses of preparing and disseminating the notice shall be paid from the Settlement Fund,

pursuant to the Settlement Agreement, ¶ 8.1.

       8.      Class Counsel shall file their Final Approval Motion, including their request for

approval of the Plan of Allocation, petition for attorneys’ fees and reimbursement of expenses,

and petition for Class Plaintiff’s compensation, no later than February 3, 2012. Class Counsel
shall post their Final Approval Motion, including their request for approval of the Plan of



      Case 6:08-cv-03109-GAF Document5229-1 Filed 12/02/11 Page 34 of 65
Allocation, petition for attorneys’ fees and reimbursement of expenses, and petition for Class

Plaintiff’s compensation on their website no later than February 3, 2012.

       9.       A Fairness Hearing is scheduled for Wednesday, March 7, 2012, at 9:00 a.m.,
before United States District Court Judge Gary A. Fenner, at the Charles Evans Whittaker

Courthouse, 400 East 9th Street, Courtroom 8A, Kansas City, Missouri 64106, which is no

earlier than ninety (90) days after the last date on which the appropriate Federal official and the

appropriate State officials are served with the notice under CAFA as described in Section 2.3.3

of the Settlement Agreement and no earlier than fifty-five (55) days after the deadline for

publication of the Class Notice and Summary Notice, as described above in paragraph 7, to

determine, among other things:

                a.     whether the Settlement should be approved by the Court as fair,

reasonable, and adequate;

                b.     whether the proposed Class satisfies Fed. R. Civ. P. 23(a) and (b) and

therefore should be certified for purposes of Settlement;

                c.     whether this Action should be dismissed with prejudice;

                d.     whether the Class Notice and Summary Notice and the means of

disseminating the same pursuant to the Settlement Agreement (i) are appropriate and reasonable

and constitute due, adequate, and sufficient notice to all persons entitled to notice; and (ii) meet

all applicable requirements of the Federal Rules of Civil Procedure, and any other applicable

law;
                e.     whether the application for attorneys’ fees and expenses filed by Class

Counsel should be approved;
                f.     whether the application for a case contribution award for Class Plaintiff

should be approved;
                g.     whether the Court should enforce the Settlement Agreement in all other

respects; and
                h.     such other matters as the Court deems appropriate.



       Case 6:08-cv-03109-GAF Document6229-1 Filed 12/02/11 Page 35 of 65
       10.       The Court will consider comments and/or objections to the Settlement, the Plan of

Allocation, the award of attorneys’ fees and reimbursement of expenses, and the Class Plaintiff

case contribution award if they are served pursuant to LR 7.0(d), no later than February 17,

2012 (which is fourteen (14) days after Plaintiff’s Final Approval Motion is due) upon each of
the following:

Class Counsel:                     The Wal-Mart Defendants’         The Merrill Lynch
                                   Counsel:                         Defendants’ Counsel:
Keller Rohrback L.L.P.
Attn: Lynn Lincoln Sarko           Steptoe & Johnson LLP            O’Melveny & Myers LLP
1201 Third Avenue, Ste 3200        Attn: Paul J. Ondrasik           Attn: Robert Eccles
Seattle, Washington 98109          1330 Connecticut Ave., NW        1625 Eye Street, N.W.
                                   Washington, DC 20036             Washington, D.C. 20006
Facsimile: (206) 623-3384
                                   Facsimile: (202) 429-3902        Facsimile: (202) 346-4444

                                   and

                                   Ross Higman
                                   WAL-MART STORES, INC.
                                   702 S.W. Eighth Street
                                   Bentonville, AR 72716-0215

                                   Facsimile: (479) 277-5991


and the objector has filed the objections, papers, and briefs, showing due proof of service upon

counsel identified above, with the Clerk of the Court. Comments or objections must be

postmarked pursuant to LR 7.0(d), by February 17, 2012 (which is no later than fourteen (14)
days after Plaintiff’s Final Approval Motion is due), and shall indicate the name of the case, the

objector’s name and contact information, a statement of the objections and a summary of reasons

for so objecting, copies of any documents upon which the objection is based, and a statement of

whether the objector or the objector’s lawyer will ask to speak at the Fairness Hearing.

       11.       The Court will consider replies in support of Plaintiff’s Final Approval Motion,

including approval of the Plan of Allocation, Class Counsel’s attorneys’ fees and costs, and Class

Plaintiff compensation, if they are filed and served in the same manner set forth in paragraph 10




      Case 6:08-cv-03109-GAF Document7229-1 Filed 12/02/11 Page 36 of 65
above, pursuant to LR 7.0(e), no later than March 2, 2012 (which is fourteen (14) days after
Class members must comment upon or object to the proposed Settlement).

       12.     Attendance at the Fairness Hearing is not necessary. However, persons wishing

to be heard orally in opposition to the approval of the Settlement, the Plan of Allocation, the

award of attorneys’ fees and reimbursement of expenses, or the case contribution award to the

Class Plaintiff are required to state in their objection, pursuant to paragraph 10 above, their

intention to speak or have a lawyer speak at the Fairness Hearing on their behalf and identify any

witnesses they may call to testify and exhibits they intend to introduce into evidence. Any

lawyer who intends to speak on behalf of an objector at the Fairness Hearing shall enter a written

notice of appearance of counsel with the Clerk of the Court no later than February 17, 2012
(which is fourteen (14) days after Plaintiff’s Final Approval Motion is due). All properly

submitted objections shall be considered by the Court.

       13.     Any Class Member or other person who does not timely file and serve a written

objection complying with the terms of paragraphs 10 and 12 above, shall be deemed to have

waived, and shall be forever foreclosed from raising any objection to the Settlement, the Plan of

Allocation, the award of attorneys’ fees and reimbursement of expenses, or the case contribution

award to the Class Plaintiff, and any untimely objection shall be barred.

       14.     The parties shall promptly furnish each other with copies of any and all objections

and notices of intention to appear at the Fairness Hearing that come into their possession.

       15.     This Order shall become null and void, and shall be without prejudice to the rights
of the parties, all of whom shall be restored to their respective positions existing as of December

1, 2011 (pursuant to the provisions of the Settlement Agreement, Section 10), if the Settlement is
terminated under the terms of the Settlement Agreement. In such event, paragraphs 10.2.1-

10.2.3 of the Settlement Agreement shall govern the rights of the settling parties.
       16.     Under no circumstances shall this Order be construed, deemed, or used as an

admission, concession, or declaration by or against any of the Defendants of any fault,
wrongdoing, breach, or liability. Nor shall the Order be construed, deemed, or used as an



      Case 6:08-cv-03109-GAF Document8229-1 Filed 12/02/11 Page 37 of 65
admission, concession, or declaration by or against Class Plaintiff or the Class that their claims

lack merit or that the relief requested in this action is inappropriate, improper, or unavailable, or

as a waiver by any party of any defenses or claims he, she, or it may have.

       17.     The Court retains exclusive jurisdiction over this action to consider all further

matters arising out of or connected with the proposed Settlement.

       IT IS SO ORDERED.
                                               _____________________________
                                               Gary A. Fenner, Judge
                                               United States District Court

       DATED: ____________________, 2011




      Case 6:08-cv-03109-GAF Document9229-1 Filed 12/02/11 Page 38 of 65
                                                 EXHIBIT 1.A

Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 39 of 65
                      IN THE UNITED STATES DISTRICT COURT
                     FOR THE WESTERN DISTRICT OF MISSOURI
                               SOUTHERN DIVISION


JEREMY BRADEN, individually and on behalf of        )
all others similarly situated,                      )
                               Plaintiff,           )    Case No. 6:08-cv-3109-GAF
        v.                                          )    Hon. Gary A. Fenner
WAL-MART STORES, INC., et al.,                      )    CLASS ACTION
                               Defendants.          )


   NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT

TO:    ALL PERSONS, EXCEPT DEFENDANTS, WHO ARE OR WERE
PARTICIPANTS IN THE WAL-MART STORES, INC. PROFIT SHARING AND 401(K)
PLAN (THE “PLAN”) OR THE PREDECESSORS OR SUCCESSORS THERETO, WHO
HAVE HELD ASSETS IN THE PLAN INVESTMENT OPTIONS AT ANY TIME
BETWEEN JULY 1, 1997 AND DECEMBER 2, 2011, INCLUSIVE, AS WELL AS THEIR
BENEFICIARIES, ALTERNATE PAYEES, REPRESENTATIVES AND SUCCESSORS
IN INTEREST.


                     PLEASE READ THIS NOTICE CAREFULLY.
                  A FEDERAL COURT AUTHORIZED THIS NOTICE.
                  THIS IS NOT A SOLICITATION FROM A LAWYER.
                            YOU HAVE NOT BEEN SUED.

The Court has preliminarily approved a proposed settlement (the “Settlement”) of a class action
lawsuit brought under the Employee Retirement Income Security Act (“ERISA”) against Wal-
Mart Stores, Inc. (“Wal-Mart”) and certain of its officers, directors, and employees with
responsibilities related to the Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan (the “Plan”),
and against Merrill Lynch, Pierce, Fenner & Smith Inc., Merrill Lynch Trust Company of
America, and Merrill Lynch & Co. Inc. (“Merrill Lynch”), entities which provide services to the
Plan, including recordkeeping and trustee services. This lawsuit alleges that certain fees and
expenses charged to the Plan and to certain individual Plan accounts by mutual fund companies
and collected by Merrill Lynch were excessive in light of the size of the Plan and that these
excessive fees were charged without properly disclosing them to Wal-Mart, the Plan, or Plan
participants. As described below, in accordance with the Plan of Allocation to be approved by
the Court, the Settlement will provide for payment directly to the Plan to be used by the Plan to
pay certain Plan expenses and administration fees, which will reduce the amount of fees that
otherwise would be charged to individual Plan accounts in the future. In addition, for a two-year
period, the Settlement provides for the Retirement Plans Committee’s continued offering of low-




      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 40 of 65
cost investment options, as well as new information about fees and improvements to participant
education about saving for retirement.

As described in Section 15 below, the Court has scheduled a hearing on the Final approval of the
Settlement and for approval of the Class Plaintiff’s petition for attorneys’ fees and expenses and
compensation to the Class Plaintiff for Wednesday, March 7, 2012, at 9:00 a.m., before United
States District Court Judge Gary A. Fenner. The hearing will be held at the Charles Evans
Whittaker Courthouse, 400 East 9th Street, Courtroom 8A, Kansas City, Missouri 64106.

Any objections to the Settlement, or to the petition for attorneys’ fees and expenses and/or any
award to the Class Plaintiff, must be served in writing on Class Counsel and Defendants’
Counsel, identified in Section 14 of this Class Notice. The procedure for objecting is described
below.

This Class Notice contains summary information about the Settlement. The terms and conditions
of the Settlement are fully set forth in the Settlement Agreement dated December 2, 2011.
Capitalized and italicized terms used in this Class Notice but not defined in this Class Notice
have the meanings assigned to them in the Settlement Agreement. Copies of the Settlement
Agreement are available at www.WalMartERISASettlement.com, or from Class Counsel: Lynn
Lincoln Sarko, Keller Rohrback L.L.P., 1201 Third Avenue, Suite 3200, Seattle, WA 98101.
Class Counsel has established a toll-free number, (800) 233-8509, if you have questions or
comments.          Class     Counsel     may     also    be    contacted     via    email    at
walmarterisasettlement@kellerrohrback.com.

Please do not contact the Court. Its personnel will not be able to answer your questions.

PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY. IF YOU ARE A
MEMBER OF THE CLASS TO WHOM THIS NOTICE IS ADDRESSED, THE
SETTLEMENT WILL AFFECT YOUR RIGHTS. YOU ARE NOT BEING SUED IN
THIS MATTER. YOU DO NOT HAVE TO APPEAR IN COURT, AND YOU DO NOT
HAVE TO HIRE AN ATTORNEY IN THIS CASE. IF YOU ARE IN FAVOR OF THE
SETTLEMENT, YOU NEED NOT DO ANYTHING. IF YOU DISAPPROVE, YOU MAY
OBJECT TO THE SETTLEMENT PURSUANT TO THE PROCEDURES DESCRIBED
BELOW.




                                   -2-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 41 of 65
            YOUR LEGAL RIGHTS AND OPTIONS UNDER THE SETTLEMENT

YOU CAN DO NOTHING.       If the Settlement is approved by the Court, and if you are a member of
                          the Settlement Class and have a Plan account when the Net Proceeds of
                          the Settlement Fund are used to pay Plan expenses or administration
                          fees under the Plan of Allocation, the Net Proceeds will pay for certain
                          Plan expenses or administration fees that otherwise would be charged
                          to individual Plan accounts in the future. If you have a Plan account
                          when the Settlement takes effect, you will also be eligible for other
                          benefits provided to you under the Settlement without having to file a
                          claim or take any other action.

NO ACTION IS NECESSARY    If you are a Plan participant, as set forth above, any reduction of certain
TO BE ENTITLED TO         Plan expenses or administration fees that otherwise would be
BENEFIT FROM THE          chargeable to your account in the future will be paid out of the
PAYMENT OF CERTAIN        Settlement Fund (up to the value of the Net Proceeds of the Settlement
PLAN EXPENSES OR          Fund) according to the Plan of Allocation. However, you are not
ADMINISTRATION FEES       entitled to any reduction in the amount of fees already charged to your
THROUGH THE PL A N O F    individual Plan account. In addition, if you no longer have a Plan
A L L OCA T ION .         account on the date on which Plan expenses are paid using funds from
                          the Net Proceeds of the Settlement Fund, you are not entitled to any
                          reduction in the amount of fees already charged to your former
                          individual Plan account.

NO ACTION IS NECESSARY    If the Settlement is approved by the Court and you are a member of the
TO BE ENTITLED TO THE     Settlement Class with a Plan account, you will be entitled to all of the
CHANGES TO THE PL A N ,   “Non-Monetary Considerations” provided by the Settlement. That
INCLUDING THE NEW         means that you will receive all of the benefits of the improvements the
WAYS WAL-MART WILL        Retirement Plans Committee continues to make to the Plan so that low-
INFORM PARTICIPANTS       cost investment options continue to be available. You will also receive
ABOUT FEES AND PROVIDE    new information about fees to help make them more understandable and
RESOURCES TO HELP PLAN    you will benefit from improvements to participant education about
FOR RETIREMENT            saving for retirement. If you no longer have a Plan account on the
SAVINGS.                  Effective Date of Settlement, you will not receive these benefits.

YOU CAN OBJECT            If you wish to object to any part of the Settlement, you may (as
(NO LATER THAN            discussed below) write to the Court and counsel about why you object
FEBRUARY 17, 2012).       to the Settlement.

YOU CAN GO TO A           If you submit a written objection to the Settlement to the Court and
HEARING ON                counsel before the Court-approved deadline, you may (but do not have
MARCH 7, 2012.            to) attend the March 7, 2012 hearing (“Fairness Hearing”) about the
                          Settlement and present your objections to the Court. You may attend
                          the hearing even if you do not file a written objection, but you may not
                          be permitted to address the Court at the hearing if you do not notify the
                          Court and counsel of your intention to appear at the hearing by
                          February 17, 2012, as described below.




                                   -3-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 42 of 65
These rights and options—and the deadlines to exercise them—are explained in this Class
Notice.

The Court in charge of this case still has to decide whether to approve the Settlement. The
Settlement will be made Final only if the Court approves the Settlement and that approval is
upheld in the event of any appeals. Information concerning how the Settlement will affect your
Plan account is not available because that amount will be based on (a) the amount of Plan
expenses or administration fees following the Effective Date of Settlement; (b) whether you have
an individual Plan account at the time that Plan expenses or administration fees would otherwise
be charged to individual Plan accounts but which will be paid by the Net Proceeds of the
Settlement Fund; and (c) the Plan of Allocation.

Further information regarding the litigation, the Settlement, and this Class Notice can be obtained
by contacting Class Counsel: Lynn Lincoln Sarko, Keller Rohrback L.L.P., 1201 Third Avenue,
Suite 3200, Seattle, WA 98101. Class Counsel has established a toll-free number, (800) 233-
8509, if you have questions or comments. Class Counsel may also be contacted via email at
walmarterisasettlement@kellerrohrback.com.




                                   -4-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 43 of 65
                                           WHAT THIS NOTICE CONTAINS
SUMMARY OF SETTLEMENT .................................................................................................6
BASIC INFORMATION...............................................................................................................7
1.    Why Should I Read This Class Notice?.................................................................................7
2.    What Is The Action About? ...................................................................................................7
3.    What Are The Damages Alleged In This Case?...................................................................9
4.    Why Is This Case A Class Action?........................................................................................9
5.    Why Is There A Settlement?...................................................................................................9
6.    How Do I Know Whether I Am Part Of The Settlement?...................................................9
THE SETTLEMENT BENEFITS..............................................................................................10
7.    What Does The Settlement Provide? ...................................................................................10
8.    How Will The Settlement Reduce Fees Charged To My Plan Account? .........................11
9.    When Would The Net Proceeds Be Used By The Plan To Pay For Plan Expenses
      Or Fees That Otherwise Would Be Charged To My Plan Account?...............................11
10. When And How Will I Receive The Non-Monetary Considerations Of The
    Settlement? .............................................................................................................................12
11. Can I Get Out Of The Settlement? ......................................................................................13
THE LAWYERS REPRESENTING YOU ...............................................................................13
12. Do I Have A Lawyer In The Case? .....................................................................................13
13. How Will The Lawyers Be Paid? ........................................................................................14
14. How Do I Tell The Court If I Don’t Like The Settlement? ................................................15
THE COURT’S FAIRNESS HEARING.....................................................................................16
15. When And Where Will The Court Decide Whether To Approve The Settlement? ........16
16. Do I Have To Come To The Fairness Hearing?.................................................................16
17. May I Speak At The Fairness Hearing? .............................................................................16
IF YOU DO NOTHING ..............................................................................................................16
18. What Happens If I Do Nothing At All? ..............................................................................16
GETTING MORE INFORMATION.........................................................................................17
19. Are There More Details About The Settlement?................................................................17
20. How Do I Get More Information? ......................................................................................17




                                      -5-
         Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 44 of 65
                               SUMMARY OF SETTLEMENT

        In this litigation (the “Action”), Class Plaintiff alleges that the Defendants breached
fiduciary duties owed to the participants in and beneficiaries of the Plan under the Employee
Retirement Income Security Act of 1974 (“ERISA”). Copies of the Action’s operative Complaint
and other documents filed in the Action are available at www.WalMartERISASettlement.com or
may be requested from Class Counsel by calling (800) 233-8509. During the course of the
lawsuit, the Retirement Plans Committee continued to make significant changes to the Plan,
including the selection of lower-cost investment options. A Settlement Fund has been created as
a consequence of the Settlement of this Action. It will provide for payment directly to the Plan to
be used by the Plan for payment of certain Plan expenses and administration fees, according to
the Plan of Allocation. The Settlement Fund will be used to reduce the amount of fees that
otherwise would be charged to individual Plan accounts in the future. The Settlement also
provides for Non-Monetary Considerations. These include the Retirement Plans Committee’s
continued improvements in the Plan so that low-cost investment options are—and continue to
be—available, as well as new information about fees and continued improvements to participant
education about saving for retirement.

       What is the Amount of the Settlement?

        A Settlement Fund of $13,500,000 is being established in the Action, contributed by
Merrill Lynch and by Wal-Mart and/or its insurer. The Net Proceeds of the Settlement Fund—
which shall be the Settlement Fund plus interest earned thereon minus any taxes, Court-approved
attorneys’ fees and costs, Class Plaintiff compensation, notice, and other expenses—will be paid
to the Plan and will be used by the Plan for payment of certain Plan expenses and administration
fees, according to the Plan of Allocation to be approved by the Court. No portion of the Net
Proceeds will be used to compensate former or current participants in the Plan for fees and
expenses they may have paid in the past, because the effort to identify and provide payment to
almost two million former participants, as well as the efforts to calculate amounts due to current
participants, would be cost prohibitive and consume, at a minimum, a significant portion of the
Net Proceeds.

   STATEMENT OF ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES
                     SOUGHT IN THE ACTION

       The attorneys’ fees of Class Counsel, the costs of litigating the Action and of certain
aspects of the administration of the Settlement, and any award to the Class Plaintiff will be taken
from the Settlement Fund. Class Counsel will ask the Court for an order awarding attorneys’
fees in an amount not to exceed 30% of the amount recovered in the Settlement, plus
reimbursement of costs and expenses. The actual amount of attorneys’ fees, costs, expenses, and
any award to the Class Plaintiff will be determined by the Court.

       What Will the Class Plaintiff Get?

        The Class Plaintiff in the Action (defined below) will share in benefits from the payment
of certain Plan expenses and administration fees that otherwise would be charged to individual
Plan accounts, according to the Plan of Allocation, as well as the Settlement’s Non-Monetary


                                   -6-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 45 of 65
Considerations, on the same basis and to the same extent as all other members of the Settlement
Class, except that, in addition, the Class Plaintiff may ask the Court for compensation of up to
$20,000 for his effort and work in bringing this case and representing the interests of the
Settlement Class, plus reimbursement of the reasonable costs and expenses directly relating to his
representation of the Settlement Class during the course of this Action. Any compensation
awarded to any Class Plaintiff by the Court will be payable from the proceeds of the Settlement.

                                   BASIC INFORMATION

1.     Why Should I Read This Class Notice?

       You or someone in your family may be, are, or may have been a participant in,
beneficiary of, or alternate payee of, the Plan during the Class Period.

       The Court caused this Class Notice to be distributed because, if you fall within that
group, you have a right to know about the Settlement and about all of the options available to you
regarding the Settlement before the Court decides whether to approve the Settlement. If the
Court approves the Settlement, and after any objections and appeals are resolved, the Net
Proceeds will be paid directly to the Plan to be used by the Plan to pay certain Plan expenses
and administration fees according to the Plan of Allocation.

        The Court in charge of this case is the United States District Court for the Western
District of Missouri. The person who brought this suit is called the “Class Plaintiff,” and the
people and entities he sued are called the “Defendants.” The Class Plaintiff in the Action is
Jeremy Braden. The Defendants in the Action include Wal-Mart Stores, Inc., James W. Breyer,
John A. Cooper, Jr., Stanley C. Gault, Frederick S. Humphries, Dawn G. Lepore, Elizabeth A.
(Betsy) Sanders, Donald G. Soderquist, Jose H. Villarreal, Stephen R. Hunter, Debbie Davis
Campbell, Jeff Amos, Bill Ayers, Terri Bertschy, Elizabeth Branigan-Evans, Fred Disch, Larry
Duff, Sam Dunn, Don Etheredge, Robin Forbis, Sharon Garmon, Erin Gonzalez (misidentified
and named in duplication as Erin Weitzel), Rob Hey, Greg Johnston, David McBride, Phyllis
Morey, Cliff Parker, Arvetta Powell, Charles Rateliff, Dave Reiff, David Scogin, Donna
Spradlin, J.P. Suarez, Jenifer Terrell, Kevin Turner, Jeremy Wilson, and Jimmy Wright (the
“Wal-Mart Defendants”). Also named as Defendants are Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Merrill Lynch Trust Company of America, and Merrill Lynch & Co., Inc. (the
“Merrill Lynch Defendants”).

      The legal action that is the subject of this Class Notice and the Settlement is known as
Braden v. Wal-Mart Stores, Inc., et al., Case No. 6:08-cv-3109-GAF (W.D. Mo.) (the “Action”).

2.     What Is The Action About?

        In the Action, Class Plaintiff claims that the Defendants were fiduciaries of the Plan who
violated fiduciary duties under ERISA, and he asserts causes of action for the losses he alleged
were suffered by the Plan as a result of the alleged breaches of fiduciary duty by the Defendants.

         The Complaint alleges that all or some of the Wal-Mart Defendants violated ERISA by
failing to prudently and loyally manage the assets of the Wal-Mart Stores, Inc. Profit Sharing and


                                   -7-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 46 of 65
401(k) Plan (“Plan”) by offering Investment Options that caused the Plan to incur excessive fees
and expenses and that provided inferior returns; failing to properly monitor the Plan’s
fiduciaries; failing to provide Plan participants with complete and accurate information
regarding fees and expenses; breaching their duties and responsibilities as co-fiduciaries; and
engaging in prohibited transactions with the Plan trustee and recordkeeper, the Merrill Lynch
Defendants.

        The Complaint also alleges that all or some of the Merrill Lynch Defendants violated
ERISA by failing to prudently and loyally manage the assets of the Plan by offering Investment
Options that caused the Plan to incur excessive fees and expenses and that provided inferior
returns; engaging in prohibited transactions in violation of ERISA; failing to provide Plan
participants with complete and accurate information regarding fees and expenses; and breaching
their duties and responsibilities as co-fiduciaries. The Complaint further alleges that the Merrill
Lynch Defendants collected fees from the mutual fund companies without disclosing them to the
Wal-Mart Defendants or to the Plan. The Complaint also alleges that some or all of the Merrill
Lynch Defendants engaged in conduct that unjustly enriched the Merrill Lynch Defendants and
that the Merrill Lynch Defendants knowingly participating in fiduciary breaches by certain other
Defendants.

         Defendants deny the material allegations of the Complaint; deny any wrongdoing or
liability whatsoever; believe that they acted at all times reasonably and prudently and in
compliance with ERISA with respect to the Plan, their participants, and beneficiaries, and the
Settlement Class; have asserted defenses and would assert certain other defenses if this
Settlement is not consummated; are not opposing the Court’s certification of the Settlement Class
contemplated by the Settlement Agreement solely for purposes of effectuating the Settlement; and
are entering into the Settlement solely to avoid the cost, disruption, and uncertainty of litigation.

        Class Counsel have conducted an extensive investigation of the Wal-Mart Defendants
and the Merrill Lynch Defendants and of the alleged losses suffered by the Plan as a result of the
alleged breaches of fiduciary duty and other unlawful conduct alleged in the Action. In addition,
through that investigation and through discovery of additional information in the Action, Class
Counsel have obtained extensive documents, including Plan governing documents and materials,
communications with Plan participants, internal Company documents regarding the Plan, SEC
filings, press releases, public statements, news articles, and other publications and other
documents.

       The Settlement is the product of extensive negotiations between the Class Counsel and
Defendants’ Counsel. All of the parties to the Settlement have taken into account the uncertainty
and risks inherent in any litigation, particularly in a complex case such as this, and have
concluded that it is desirable that the Action be fully and finally settled on the terms and
conditions set forth in the Settlement Agreement.




                                   -8-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 47 of 65
3.     What Are The Damages Alleged In This Case?

        In this Action, Class Plaintiff claims damages due to alleged excessive fees associated
with the Plan Investment Options and Merrill Lynch’s failure to disclose certain fees to Wal-
Mart. Class Plaintiff claims that such fees caused relatively small reductions in each
participant’s retirement savings account on a year-to-year basis but that, over time, caused or
could have caused large decreases in long-term retirement savings for participants. The
Defendants dispute Class Plaintiff’s claims and that participants’ retirement savings were or
would have been adversely affected. Due to changes in the Plan, and the Non-Monetary
Considerations described below, the fees associated with Plan Investment Options are and will
continue to be lower than when this Action was filed. In addition, the Net Proceeds will be used
to pay certain Plan expenses and administration fees that otherwise would be charged to
individual Plan accounts.

4.     Why Is This Case A Class Action?

         In a class action, one or more plaintiffs—here, the Class Plaintiff—sue on behalf of
people who have similar claims—here, the Settlement Class members. One court resolves the
issues for all class members. The Court has preliminarily decided that this case meets the
criteria for class action treatment. U.S. District Judge Gary A. Fenner is presiding over this case.

5.     Why Is There A Settlement?

        The Court has not reached any final decisions regarding Class Plaintiff’s claims against
the Defendants. Instead, the Class Plaintiff and the Defendants have agreed to the Settlement. In
reaching the Settlement, they have avoided the cost, time, and uncertainty of a trial. The Class
Plaintiff and Class Counsel believe that the Settlement is best for all Settlement Class members.

6.     How Do I Know Whether I Am Part Of The Settlement?

        The proceeds of the Settlement will be paid to the Plan to be used by the Plan to pay
certain Plan expenses and administration fees that otherwise would be charged to individual
Plan accounts, according to the Plan of Allocation. The Settlement also provides for Non-
Monetary Considerations. These include the continued availability of low-cost investment
options, as well as new information about fees and improvements to participant education about
saving for retirement. You are a member of the Settlement Class if you fall within the following
definition:

       (a) all Persons, except Defendants who are or were participants in, or beneficiaries of, the
       Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan, or the predecessors or successors
       thereto, who have held assets in the Plan Investment Options at any time between July 1,
       1997 to the Agreement Execution Date, inclusive, and (b) as to each Person within the
       scope of subsection (a) of [Settlement Agreement] Section 1.44, his, her, or its
       beneficiaries, alternate payees, Representatives and Successors in Interest.




                                   -9-
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 48 of 65
                               THE SETTLEMENT BENEFITS

7.     What Does The Settlement Provide?

        A Settlement Fund of $13,500,000 is being established in this Action, contributed by
Merrill Lynch and by Wal-Mart and/or its insurer.

       The amount of Net Proceeds remaining in Settlement Fund the will be paid directly to the
Plan to be used by the Plan for payment of certain Plan expenses and administration fees,
according to the Plan of Allocation. The Settlement will reduce expenses or fees that otherwise
would be charged to individual Plan accounts existing at the time that the Net Proceeds in the
Settlement Fund are applied to pay for certain Plan expenses or administrative fees. If you do
not have a Plan account at that time, you will not benefit from the Net Proceeds.

        The type of relief provided by the Settlement—reducing certain Plan expenses and
administration fees that otherwise would be charged to individual Plan accounts, instead of
distributing cash to each Settlement Class member—has been preliminarily approved by the
Court based on certain factors present in this litigation. Specifically, because of the relatively
small losses alleged to have been experienced by each Settlement Class member during the
Settlement Class Period, and the number of persons who have participated in the Plan, it would
be cost prohibitive to distribute the Net Proceeds directly to each Settlement Class member.
Instead, it has been determined that the best use of the Net Proceeds is the payment of the
Settlement Fund to the Plan to be used for certain Plan expenses and administration fees that
otherwise would be charged to individual Plan accounts, according to the Plan of Allocation.

        In addition, the Settlement Agreement requires Defendants to provide several Non-
Monetary Considerations to the Settlement Class. The Non-Monetary Considerations are
available to all Settlement Class members who have an individual Plan account on the Effective
Date of Settlement. These benefits will be available for a two-year period beginning on the
Effective Date of Settlement. The Non-Monetary Considerations include that the Retirement
Plans Committee will continue to retain a consultant or independent advisor to provide
independent advice and recommendations on selection and monitoring of Investment Options,
enhance available web-based investment education resources, and continue its ongoing process
to remove from the Plans’ Investment Options—and not add as new Investment Options—funds
that are retail mutual funds, funds that pay 12b-1 fees, and funds that provide revenue sharing,
per-position, or per-participant sub-transfer agent fees, or other fees to any party in interest as
defined in ERISA § 3(14)(A), including the Plan’s trustee or recordkeeper. The Retirement
Plans Committee will also continue to consider adding other low-cost, passively managed
investment options to the Plan’s investment lineup. In addition, the Plan will provide new
disclosures about fees that are designed to be easier to understand and will provide resources to
Plan participants to help them plan for retirement and understand the impact of fees on long-term
savings. The Non-Monetary Considerations will only apply to those who have individual Plan
accounts on the Effective Date of Settlement and are fully set forth in Section 10 below.

       All Settlement Class members and anyone claiming through them are deemed to fully
release the Released Parties from Released Claims. The Released Parties include the
Defendants and their officers, directors, employees, attorneys, and agents. The Released Claims


                                   - 10 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 49 of 65
include all claims which were or could have been asserted in the Action. This means that
Settlement Class members will not have the right to sue the Released Parties for anything related
to breaches of fiduciary duty described in the Complaint, or to other alleged misconduct during
the Class Period, which is July 1, 1997 through December 2, 2011, inclusive, arising out of or
relating to the allegations in the Complaint.

       The above description of the operation of the Settlement is only a summary. The
governing provisions are fully set forth in the Settlement Agreement (including its exhibits),
copies of which may be obtained at www.WalMartERISASettlement.com or by calling Class
Counsel      at     (800)      233-8509       or      emailing    Class       Counsel       at
walmarterisasettlement@kellerrohrback.com.

8.     How Will The Settlement Reduce Fees Charged To My Plan Account?

         The Net Proceeds will be paid directly to the Plan and used by the Plan for payment of
certain Plan expenses and administration fees that otherwise would be charged to individual
Plan accounts, according to the Plan of Allocation to be approved by the Court. You do not need
to file a claim. If you have questions regarding the Settlement, you can contact Class Counsel
listed in Section 19 below.

9.     When Would The Net Proceeds Be Used By The Plan To Pay For Plan Expenses Or
       Fees That Otherwise Would Be Charged To My Plan Account?

       Use of the Net Proceeds by the Plan for payment of certain Plan expenses and
administration fees that otherwise would be charged to individual Plan accounts is conditioned
on several matters, including the Court’s approval of the Settlement and the Plan of Allocation
and such approval becoming Final and no longer subject to any appeals to any court. Any
appeal of the Final approval may take several years. If the Settlement is approved by the Court,
and there are no appeals from such approval, it is reasonably anticipated that the Net Proceeds
will be paid directly to the Plan during calendar year 2012, with payments of certain Plan
expenses or administration fees that reduce the amount of fees otherwise charged to then-existing
individual Plan accounts reflected after that time.

        If you have additional questions regarding the timing of payment of the Net Proceeds to
the Plan, you can contact Class Counsel listed in Section 19 below. Information about the effect
of payment of certain Plan expenses or administration fees on fees otherwise chargeable to
individual Plan accounts is not available because those amounts will be based on (a) the amount
of Plan expenses or administration fees following the Effective Date of Settlement; (b) whether
you have an individual Plan account at the time that Plan expenses or administration fees would
otherwise be charged to individual Plan accounts but which will be paid by the Net Proceeds of
the Settlement Fund; and (c) the Plan of Allocation.

There will be no reduction of fees or allocation to individual Plan accounts under the
Settlem ent if the Settlem ent A greem ent is terminated.

       The Settlement Agreement may be terminated on several grounds, including if (1) the
Court does not approve or materially modifies the Settlement or (2) either as modified by the


                                   - 11 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 50 of 65
Court or as a result of reversal or modification on appeal, the Court’s Final Order in the case
does not satisfy certain terms of the Settlement. Should the Settlement Agreement be terminated,
the Settlement will be terminated and the Action will proceed as if the Settlement Agreement had
not been entered into. If you have questions regarding the Settlement, you can contact Class
Counsel listed in Section 19 below.

10.    When And How Will I Receive The Non-Monetary Considerations Of The
       Settlement?

       The Settlement’s Non-Monetary Considerations are available to all Settlement Class
members who have an individual Plan account existing on the Effective Date of Settlement.
These benefits will be in place for a two-year period beginning on the Effective Date of
Settlement. You do not need to file a claim to receive these benefits.

        Many of the Non-Monetary Considerations will automatically benefit you if you are
eligible to receive them:

           •   The Retirement Plans Committee, to further its goal to offer Investment Options
               with fees that are reasonable, shall: (a) continue to retain a consultant or
               independent advisor who is not otherwise affiliated with the Company and who
               has acknowledged in writing fiduciary status with the Plan within the meaning of
               ERISA § 3(21)(A), to provide independent advice and recommendations on
               selection and monitoring of Plan Investment Options; and (b) review the
               consultant or independent advisor for conflicts of interest on an annual basis.

           •   The Retirement Plans Committee shall continue its ongoing process to remove
               from the Plan’s Investment Options, and shall not add as Plan Investment
               Options, funds that are retail mutual funds, funds that pay 12b-1 fees, and funds
               that provide revenue sharing, per-position or per-participant sub-transfer agent
               fees, or other fees to any party in interest as defined in ERISA § 3(14), including
               the Plan’s trustee or recordkeeper.

           •   The Plan offers two index funds—the Barclays Russell 1000 Index Trust and the
               Barclays Russell 2000 Index Trust—on its core menu. The Retirement Plans
               Committee will consider, where and when appropriate, adding other low-cost,
               passively managed investment vehicles to the Plan Investment Options.

       Other Non-Monetary Considerations will benefit you if you are eligible to receive them
and you choose to use them when they become available. These benefits include:

           •   The Retirement Plans Committee shall continue to make available web-based
               investment education resources, including a retirement planning calculator, to
               participants of the Plan that are the same as, or comparable to, those provided to
               participants on www.Walmartbenefits.com and www.benefits.ml.com, as of the
               date on which the Settlement Agreement is fully executed. Such resources shall
               continue to be made available to participants on www.Walmartbenefits.com and
               on www.benefits.ml.com. Merrill Lynch agrees to make such resources available


                                   - 12 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 51 of 65
               on www.benefits.ml.com. The Retirement Plans Committee will continue to
               explore enhancements to its web-based participant investment education program,
               including enhancements intended to make Retirement Education and Tools more
               accessible on www.Walmartbenefits.com.

           •   The Retirement Plans Committee shall comply with the Fiduciary Requirements
               for Disclosure in Participant-Directed Individual Account Plans, Final Rule, 75
               Fed. Reg. 64910 at 64939 (Oct. 20, 2010), which shall include posting
               information about the Plan Investment Options in the format set forth in the
               Model Comparative Chart, “Appendix to §2550.404a-5,” 75 Fed. Reg. at 64942,
               on www.benefits.ml.com and shall (i) include posting an active link in the
               Comparative Chart to information about the impact of fees on retirement savings
               made        available     by       the      Department     of      Labor      at
               http://www/dol.gov/ebsa/publications/401k employee.html or (ii) if such link is
               not      feasible,     include        posting     an     active     link     to
               http://www.dol.gov/ebsa/publications/401k employee.html in proximity to the
               online version of the Comparative Chart on www.benefits.ml.com. Merrill Lynch
               agrees to the placements of such links on www.benefits.ml.com.

           •   To help participants calculate the impact of fees on their retirement savings, the
               Retirement Plans Committee shall include a link on www.benefits.ml.com to the
               SEC Cost Calculator found at http://www.sec.gov/investor/tools/mfcc/get-
               started.htm, with such link located in proximity to the online version of the
               Comparative Chart and with guidance to participants on how to complete the SEC
               Cost Calculator for the Plan Investment Options. Merrill Lynch agrees to the
               placement of this link on www.benefits.ml.com.

11.    Can I Get Out Of The Settlement?

        You do not have the right to exclude yourself from the Settlement. The Action was
conditionally certified under Federal Rule of Civil Procedure 23(b)(1) as a non “opt-out” class
action because the Court determined the requirements of that Rule were satisfied. Thus, it is not
possible for any participants or beneficiaries to exclude themselves from the benefits of the
Settlement. As a Settlement Class member, you will be bound by any judgments or orders that
are entered in the Action for all claims that were or could have been asserted in the Action or are
otherwise included in the release under the Settlement.

       Although you cannot opt out of the Settlement, you can object to the Settlement and ask
the Court not to approve it. See Sections 14 and 17 below.

                          THE LAWYERS REPRESENTING YOU

12.    Do I Have A Lawyer In The Case?

       The Court has appointed the law firm Keller Rohrback L.L.P. as Lead Counsel in the
Action. Together with the law firm of Aleshire Robb, P.C. (Liaison Counsel), Keller Rohrback



                                   - 13 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 52 of 65
L.L.P. is Class Counsel. If you want to be represented by your own lawyer, you may hire one at
your own expense.

13.    How Will The Lawyers Be Paid?

        Class Counsel will file a petition for the award of attorneys’ fees and expenses. This
petition will be considered at the Fairness Hearing. Defendants take no position regarding the
amount of attorneys’ fees, costs, and expenses that may be sought by Plaintiff’s Counsel. Class
Counsel has agreed to limit application for an award of attorneys’ fees to not more than 30% of
the Settlement Fund.

        In addition, the Class Plaintiff in the Action will share in the reduced amount of fees that
otherwise would be charged to individual Plan accounts, according to the Plan of Allocation, on
the same basis and to the same extent as all other members of the Settlement Class, except that,
in addition, the Class Plaintiff may apply to the Court for compensation of up to $20,000 for his
effort and work in bringing this case and representing the interests of the Settlement Class. Any
compensation awarded to the Class Plaintiff by the Court will be payable from the proceeds of
the Settlement. Defendants take no position regarding the amount of compensation awarded to
the Class Plaintiff.




                                   - 14 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 53 of 65
14.    How Do I Tell The Court If I Don’t Like The Settlement?

         If you are a Settlement Class member, you can tell the Court that you do not agree with
the Settlement or some part of it, including the attorneys’ fees and expenses the attorneys intend
to seek or the request for compensation to the Class Plaintiff. To object, you must send a letter
or other written filing saying that you object to the Settlement in Braden v. Wal-Mart Stores, Inc.,
et al., Case No. 6:08-cv-3109-GAF. Be sure to include your name, address, telephone number,
signature, and a full explanation of all reasons you object to the Settlement. Your written
objection must be filed with the Court by February 17, 2012. The Court’s address to receive
objections is Clerk of the Court, U.S. District Court, Western District of Missouri, 222 N. John
Q. Hammons Parkway, Springfield, Missouri 65806. NOTE: This is not the same address as
the location of the Fairness Hearing. Your written objection must also be mailed to all of the
counsel listed below, and must be postmarked no later than February 17, 2012:

 PLAINTIFF’S LEAD COUNSEL                        DEFENDANTS’ COUNSEL

   Keller Rohrback L.L.P.                           Steptoe & Johnson LLP
   Attn: Lynn Lincoln Sarko                         Attn: Paul J. Ondrasik
   1201 Third Avenue, Ste 3200                      1330 Connecticut Ave., NW
   Seattle, Washington 98109                        Washington, DC 20036

   Facsimile: (206) 623-3384                        Facsimile: (202) 429-3902

   Class Counsel                                    and

                                                    Ross Higman
                                                    WAL-MART STORES, INC.
                                                    702 S.W. Eighth Street
                                                    Bentonville, AR 72716-0215

                                                    Facsimile: (479) 277-5991

                                                    Counsel for the Walmart Defendants


                                                    O’Melveny & Myers LLP
                                                    Attn: Robert Eccles
                                                    1625 Eye Street, N.W.
                                                    Washington, D.C. 20006

                                                    Facsimile: (202) 346-4444

                                                    Counsel for the Merrill Lynch Defendants




                                   - 15 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 54 of 65
                           THE COURT’S FAIRNESS HEARING

         The Court will hold a Fairness Hearing to decide whether to approve the Settlement as
fair, reasonable, and adequate. You may attend the Fairness Hearing, and you may ask to speak,
but you do not have to attend.

15.    When And Where Will The Court Decide Whether To Approve The Settlement?

      The Court will hold a Fairness Hearing at 9:00 a.m. on Wednesday, March 7, 2012, at
the Charles Evans Whittaker Courthouse, 400 East 9th Street, Courtroom 8A, Kansas City,
Missouri 64106 (Judge Gary A. Fenner).

     IF YOU DO NOT WISH TO OBJECT TO THE PROPOSED SETTLEMENT, THE
APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES, THE APPLICATION FOR
CLASS PLAINTIFF AWARD, OR THE PLAN OF ALLOCATION, YOU NEED NOT
ATTEND THE FAIRNESS HEARING.

        At that hearing, the Court will consider whether the Settlement is fair, reasonable, and
adequate. If there are objections, the Court will consider them. After the Fairness Hearing, the
Court will decide whether to approve the Settlement. The Court will also rule on the petition for
Class Counsel’s attorneys’ fees, costs, expenses, and any case contribution award to the Class
Plaintiff.

16.    Do I Have To Come To The Fairness Hearing?

        No. Class Counsel will answer questions the Court might have, but you are welcome to
come at your own expense. If you send an objection, you do not have to come to Court to talk
about it. As long as your objection is postmarked by February 17, 2012, it will be before the
Court when the Court considers whether to approve the Settlement as fair, reasonable, and
adequate. You also may pay your own lawyer to attend the Fairness Hearing, but such
attendance is not necessary.

17.    May I Speak At The Fairness Hearing?

        If you are a Settlement Class member, you may ask the Court for permission to speak at
the Fairness Hearing. To do so, you must send a letter or other paper called a “Notice of
Intention to Appear at Fairness Hearing in Braden v. Wal-Mart Stores, Inc., et al., Case No.
6:08-cv-3109-GAF.” Be sure to include your name, address, telephone number, and your
signature. Your Notice of Intention to Appear must be mailed to the attorneys and filed with the
Clerk of the Court, at the addresses listed in Section 14, and must be postmarked no later than
February 17, 2012.

                                   IF YOU DO NOTHING

18.    What Happens If I Do Nothing At All?




                                   - 16 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 55 of 65
       If you do nothing and you are a Settlement Class member, you will participate in the
Settlement of the Action as described above in this Class Notice if the Settlement is approved.

                            GETTING MORE INFORMATION

19.    Are There More Details About The Settlement?

        This Class Notice summarizes the proposed Settlement. The complete Settlement is set
forth in the Settlement Agreement. You may obtain a copy of the Settlement Agreement at
www.WalMartERISASettlement.com, by calling Class Counsel at (800) 233-8509, by emailing
Class Counsel at walmarterisasettlement@kellerrohrback.com, or by writing to Class Counsel at
Lynn Lincoln Sarko, Keller Rohrback L.L.P., 1201 Third Avenue, Suite 3200, Seattle, WA
98101.

20.    How Do I Get More Information?

       If you have general questions regarding the Settlement, you can contact Class Counsel
listed   in   Section    19    above    or    review     the    information   contained   at
www.WalMartERISASettlement.com.




                                   - 17 -
      Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 56 of 65
                                                 EXHIBIT 1.B

Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 57 of 65
                                IN THE UNITED STATES DISTRICT COURT
                               FOR THE WESTERN DISTRICT OF MISSOURI
                                         SOUTHERN DIVISION

JEREMY BRADEN, individually and on behalf of         )
all others similarly situated,                       )    Case No. 6:08-cv-3109-GAF
                               Plaintiff,            )    Hon. Gary A. Fenner
        v.                                           )    CLASS ACTION
WAL-MART STORES, INC., et al.,                       )
                               Defendants.           )

                                               LEGAL NOTICE

TO: ALL PERSONS, EXCEPT DEFENDANTS, WHO ARE OR WERE PARTICIPANTS IN THE
WAL-MART STORES, INC. PROFIT SHARING AND 401(K) PLAN (THE “PLAN”) OR THE
PREDECESSORS OR SUCCESSORS THERETO, WHO HAVE HELD ASSETS IN THE PLAN
INVESTMENT OPTIONS AT ANY TIME BETWEEN JULY 1, 1997 AND DECEMBER 2, 2011,
INCLUSIVE, AS WELL AS THEIR BENEFICIARIES, ALTERNATE PAYEES, REPRESENTATIVES
AND SUCCESSORS IN INTEREST.


                             PLEASE READ THIS NOTICE CAREFULLY.
                          A FEDERAL COURT AUTHORIZED THIS NOTICE.
                          THIS IS NOT A SOLICITATION FROM A LAWYER.
                                    YOU HAVE NOT BEEN SUED.

A Settlement has been preliminarily approved by a federal court in Missouri in a class action lawsuit against
Wal-Mart Stores, Inc. and certain of its current and former directors and officers (“Wal-Mart”) and Merrill
Lynch, Pierce, Fenner & Smith Inc., Merrill Lynch Trust Company of America, and Merrill Lynch & Co. Inc.
(“Merrill Lynch”) (collectively, “Defendants”), alleging breaches of fiduciary duties under the Employee
Retirement Income Security Act of 1974 (“ERISA”), in connection with the Plan. In particular, this lawsuit
alleges that certain fees and expenses charged to the Plan and to certain individual Plan participant accounts by
mutual fund companies and collected by Merrill Lynch were excessive in light of the size of the Plan and that
these excessive fees were charged without properly disclosing them to Wal-Mart, the Plan, or Plan participants.
Defendants deny any liability in the Action. Both sides agreed to the Settlement to avoid the cost and risk of
further litigation and/or to provide a recovery to the members of the Settlement Class. The terms of the
Settlement are contained in the Class Action Settlement Agreement (“Agreement”), dated December 2, 2011, a
copy of which is available at www.WalMartERISASettlement.com, or by contacting Class Counsel at the toll-
free number or email address identified below. All capitalized terms not otherwise defined in this Legal Notice
shall have the meaning provided in the Agreement.

First, the proposed Settlement provides for a payment of $13.5 million, paid by Merrill Lynch and by Wal-Mart
and/or its insurer, to settle all claims against Defendants. The Settlement proceeds, minus Court-approved fees
and expenses described in the Agreement (which include attorneys’ fees and litigation expenses, a case
contribution award to the Named Plaintiff who brought the lawsuit, and taxes and other costs related to the
Settlement) will be paid directly to the Plan to be used by the Plan to pay Plan expenses and administration fees,
which will reduce fees that otherwise would be charged to individual Plan accounts in the future, according to
the Court-approved Plan of Allocation. Second, the Settlement provides for the Retirement Plans Committee’s
continued offering of low-cost investment options, as well as new information about fees and improvements to
participant education about saving for retirement.


              Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 58 of 65
If you qualify and the Settlement is approved, you will be entitled to benefit from the payment of Plan expenses
and administration fees through the Plan of Allocation, as well as certain Non-Monetary Considerations
described in the Agreement. Information concerning how this will affect your Plan account is not available
because that amount will be based on (a) the amount of Plan expenses or administration fees following the
Effective Date of Settlement; (b) whether you have an individual Plan account at the time that Plan expenses or
administration fees would otherwise be charged to individual Plan accounts but which will be paid by the Net
Proceeds of the Settlement Fund; and (c) the Plan of Allocation. You do not need to submit a claim or take any
other action. Fees previously charged to your Plan account are not eligible for reduction under the Settlement.

You do not have the right to exclude yourself from the Settlement in this case, but you do have the right
to object in writing to the Court, no later than February 17, 2012. You will be bound by any judgments or
orders that are entered in this Action, and if the Settlement is approved, you will be deemed to have released all
Defendants from all claims that were or could have been asserted in this case, other than your right to obtain the
relief provided to you, if any, by the Settlement.

The United States District Court for the Western District of Missouri, Southern Division, authorized this Notice.

THE DISTRICT COURT WILL HOLD A HEARING AT 9:00 A.M. ON WEDNESDAY, MARCH 7,
2012, TO DECIDE WHETHER TO APPROVE THE SETTLEMENT AND A REQUEST BY CLASS
COUNSEL FOR ATTORNEYS’ FEES, FOR OTHER LITIGATION EXPENSES, AND FOR A CASE
CONTRIBUTION AWARD TO THE NAMED PLAINTIFF.

ADDITIONAL INFORMATION ABOUT THE SETTLEMENT, INCLUDING INFORMATION
ABOUT    HOW   TO   OBJECT  TO  THE    SETTLEMENT,  IS    AVAILABLE   AT
WWW.WALMARTERISASETTLEMENT.COM.     IN ADDITION, THE LAWYERS FOR THE
PLAINTIFF HAVE ESTABLISHED A TOLL-FREE NUMBER, (800) 233-8509, AND EMAIL
ADDRESS,   WALMARTERISASETTLEMENT@KELLERROHRBACK.COM,        TO   ANSWER
QUESTIONS ABOUT THE SETTLEMENT.

Please direct questions to Class Counsel, and not to the District Court or Wal-Mart or Merrill Lynch.

       DATED:                        , 2011.




              Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 59 of 65
                                                      EXHIBIT 2
Case 6:08-cv-03109-GAF Document 229-1 Filed 12/02/11 Page 60 of 65
                           IN THE UNITED STATES DISTRICT COURT
                          FOR THE WESTERN DISTRICT OF MISSOURI
                                    SOUTHERN DIVISION

JEREMY BRADEN, individually and on behalf )
of all others similarly situated,               )        Case No. 6:08-cv-3109-GAF
                                                )
                                     Plaintiff, )        Hon. Gary A. Fenner
                                                )
         v.                                     )        CLASS ACTION
                                                )
WAL-MART STORES, INC., et al.,                  )
                                                )
                                  Defendants. )

                        [PROPOSED] FINAL ORDER AND JUDGMENT

          This Action involves claims for alleged violations of the Employee Retirement Income

Security Act of 1974, as amended, 29 U.S.C. §§ 1001, et seq. (“ERISA”), with respect to the

Wal-Mart Stores, Inc. Profit Sharing and 401(k) Plan (the “Plan”).

          This matter came before the Court for a hearing pursuant to the Preliminary Approval

Order of this Court entered on ________, 2011, on the application of Plaintiff for final approval

of the Settlement set forth in the Class Action Settlement Agreement (“Settlement Agreement”),

executed on December 2, 2011, and filed with the Court on December 2, 2011.1

          Before the Court are: (1) Plaintiff’s Final Approval Motion; and (2) Plaintiff’s

Application for Attorneys’ Fees and Expenses and Compensation to Named Plaintiff.
          The Court has received declarations attesting to the distribution of the Class Notice and

Summary Notice via www.Walmartbenefits.com and www.benefits.ml.com, as well as in USA

Today and on BusinessWire, in accordance with the Preliminary Approval Order. The Court

also has received a declaration attesting to the mailing of the notices pursuant to the Class Action

Fairness Act of 2005.



1
    All capitalized terms used in this Final Order and Judgment and not defined herein shall have
    the meanings assigned to them in the Settlement Agreement. Class Counsel means Keller
    Rohrback L.L.P. and Aleshire Robb P.C.



         Case 6:08-cv-03109-GAF Document1229-1 Filed 12/02/11 Page 61 of 65
       Due and adequate notice has been given to the Settlement Class as required in the

Preliminary Approval Order, and the Court has considered all papers filed and proceedings in

this case, and is otherwise fully informed in the premises. IT IS HEREBY ORDERED,

ADJUDGED, AND DECREED as follows:

       1.      This Court has jurisdiction over the subject matter of this Action and over all

Parties to the Action, including all members of the Settlement Class.

       2.      On ________, the Summary Notice was distributed via USA Today and

BusinessWire, and on ________ the Class Notice was posted on www.Walmartbenefits.com and

www.benefits.ml.com in accordance with the Preliminary Approval Order. Information

regarding the Settlement was also made available on www.WalMartERISASettlement.com.

       3.      The Class Notice and Summary Notice fully informed Settlement Class members

of their rights with respect to the Settlement, including the right to object to the Settlement, Class

Counsel’s application for an award of attorneys’ fees, reimbursement of expenses, and for the

payment of the case contribution award to Class Plaintiff, all from the Settlement Fund.

       4.      The notice provided to the Settlement Class met the statutory requirements for

notice under the circumstances and fully satisfied the requirements of Federal Rule of Civil

Procedure 23 and due process.

       5.      Defendants have complied fully with the notice provisions of the Class Action
Fairness Act of 2005, 28 U.S.C. § 1715.

       6.      For settlement purposes the Court certifies the Action as a non-opt-out class

action pursuant to Federal Rules of Civil Procedure 23(a) and 23(b)(1)(A) and (B) with the

Settlement Class defined as follows:
       (a) all Persons, except Defendants, who are or were participants in the Wal-Mart Stores,
       Inc. Profit Sharing and 401(k) Plan, or the predecessors or successors thereto, who have
       held assets in the Plan Investment Options at any time between July 1, 1997 to the
       Agreement Execution Date, inclusive, and (b) as to each Person within the scope of
       subsection (a) of [Settlement Agreement] Section 1.44, his, her, or its beneficiaries,
       alternate payees, Representatives and Successors in Interest.




      Case 6:08-cv-03109-GAF Document2229-1 Filed 12/02/11 Page 62 of 65
       7.      This Action and all claims asserted in it, as well as all of the Released Claims, are

dismissed with prejudice as to Class Plaintiff, the Settlement Class, and the Plan, and as against

the Released Parties. The Parties are to bear their own costs, except as otherwise provided in the

Settlement Agreement or in this Order.

       8.      The Court finds that the Settlement is fair, reasonable, and adequate as to each

member of the Settlement Class. The Plan of Allocation is approved as fair and reasonable.

Any modification or change in the Plan of Allocation that may hereafter be approved shall in no

way disturb or affect this Judgment and shall be considered separate from this Judgment. The

Settlement is finally approved in all respects.

       9.      By operation of this Judgment and effective upon entry of this Final Order: (a)

Class Plaintiff, the Plan, and each member of the Settlement Class have absolutely and

unconditionally released and forever discharged the Released Parties from the Released Claims

as specified in the Settlement Agreement; (b) Defendants have absolutely and unconditionally

released and forever discharged Class Plaintiff, the Plan, and the Settlement Class from

Defendants’ Released Claims as specified in the Settlement Agreement..

       10.     Class Counsel are hereby awarded attorneys’ fees in the amount of $__________,

which the Court finds to be fair and reasonable, and $__________ in reimbursement of Class

Counsel’s reasonable expenses incurred in prosecuting the Action. The attorneys’ fees and

expenses so awarded shall be paid exclusively out of the Settlement Fund pursuant to the terms

of the Settlement Agreement without additional contribution or payment by Defendants.
       11.     Named Plaintiff is hereby awarded a Case Contribution Award in the amount of

$__________, to be paid exclusively out of the Settlement Fund pursuant to the terms of the
Settlement Agreement without additional contribution or payment by Defendants.

       12.     In making this award of attorneys’ fees and reimbursement of expenses to Class
Counsel, and the Case Contribution Award to Named Plaintiff, the Court has considered and

found that:




      Case 6:08-cv-03109-GAF Document3229-1 Filed 12/02/11 Page 63 of 65
               a)      The Settlement Fund will benefit the Plan and thousands of Settlement

       Class members who have Plan accounts;

               b)      The Settlement has resulted in significant injunctive relief that will inure

       to the benefit of Plan participants;

               c)      Class Counsel have conducted the litigation and achieved the Settlement

       with skill, perseverance, and diligent advocacy;

               d)      The Action involves complex factual and legal issues prosecuted over

       more than three years and, in the absence of a settlement, would involve further lengthy

       proceedings with uncertain resolution of the complex factual and legal issues;

               e)      Without the Settlement, there would remain a significant risk that Class

       Plaintiff and the Settlement Class could have recovered less or nothing from Defendants;

               f)      The amount of attorneys’ fees awarded and expenses reimbursed from the

       Settlement Fund are consistent with awards in similar cases; and

               g)      Class Plaintiff rendered valuable service to the Plan and to the Settlement

       Class by undertaking this Action.

       13.     Without affecting the finality of this Judgment in any way, and subject to the

arbitration provisions, as applicable, of the Settlement Agreement, this Court hereby retains

continuing jurisdiction over: (a) implementation and enforcement of the Settlement Agreement

and (b) hearing and determining applications for attorneys’ fees, costs, interest, and

reimbursement of expenses in the Action.
       14.     This Final Order and Judgment shall not be considered or used as an admission,

concession, or declaration by or against Releasees of any fault, wrongdoing, breach, or liability,
and this Court makes no such finding or determination.

       15.     In the event that the Settlement does not become Final in accordance with the
terms of the Settlement Agreement, then this Judgment shall be rendered null and void and shall

be vacated nunc pro tunc, and the Action shall proceed in accordance with the Settlement
Agreement.



      Case 6:08-cv-03109-GAF Document4229-1 Filed 12/02/11 Page 64 of 65
16.   Final Judgment shall be entered herein approving the Settlement of this Action.

IT IS SO ORDERED.
                                   _____________________________
                                   Gary A. Fenner, Judge
                                   United States District Court

DATED: ____________________, 2012




Case 6:08-cv-03109-GAF Document5229-1 Filed 12/02/11 Page 65 of 65
                                                 EXHIBIT B

Case 6:08-cv-03109-GAF Document 229-2 Filed 12/02/11 Page 1 of 6
             Form 5500                                                                                                     Official Use Only
    Department of the Treasury                    Annual Return/Report of                                                OMB Nos. 1210 - 0110
      Internal Revenue Service                                                                                                1210 - 0089
         Department of Labor
    Employee Benefits Security
                                                   Employee Benefit Plan                                                          2009
                                        This form is required to be filed for employee benefit plans under               This Form is Open to
            Administration                 sections 104 and 4065 of the Employee Retirement Income                        Public Inspection
Pension Benefit Guaranty Corporation     Security Act of 1974 (ERISA) and sections 6047(e), 6057(b), and
                                                6058(a) of the Internal Revenue Code (the Code).
                                                     Complete all entries in accordance with
                                                        the instructions to the Form 5500.
Part I   Annual Report Identification Information
For calendar plan year 2009 or fiscal plan year beginning February 01, 2009 , and ending January 31, 2010
A This return/report is for:         a multiemployer plan;              a multiple-employer plan;
                                     a single-employer plan;            a DFE (specify)

B This return/report is:              the first return/report;          the final return/report;
                                      an amended return/report;         a short plan year return/report (less than 12 months).
C If the plan is a collectively-bargained plan, check here
D Check box if filling under:         Form 5558;                        automatic extension;                      the DFVC program;
                                      special extension (enter description)
 Part II Basic Plan Information – enter all requested information.
1a Name of plan                                                                                     1b   Three-digit
                                                                                                                                       003
                                                                                                         plan number (PN)
   WAL-MART PROFIT SHARING AND 401(K) PLAN                                                          1c   Effective date of plan
                                                                                                         February 01, 1997

2a Plan sponsor's name and address (employer, if for a single-employer plan)                      2b Employer Identification Number (EIN)
   (Address should include room or suite no.)                                                        71-0415188
                                                                                                  2c Sponsor's telephone number
   WAL-MART STORES, INC.                                                                             479-621-2606
   922 W. WALNUT
   SUITE - A                                                                                      2d Business code (see instructions)
   ROGERS AR 72756-3540                                                                              452900




Caution: A penalty for the late or incomplete filing of this return/report will be assessed unless reasonable cause is established.
Under penalties of perjury and other penalties set forth in the instructions, I declare that I have examined this return/report, including
accompanying schedules, statements and attachments, as well as the electronic version of this return/report, and to the best of my
knowledge and belief, it is true, correct, and complete.



                                                      11/15/2010                          SALLY WELBORN

          Signature of plan administrator                Date          Enter name of individual signing as plan administrator


                                                      11/15/2010                          SALLY WELBORN

        Signature of employer/plan sponsor               Date      Enter name of individual signing as employer or plan sponsor



                 Signature of DFE                        Date                 Enter name of individual signing as DFE

For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for                                          Form 5500 (2009)
Form 5500.                                                                                                                               v11.3
3a Plan administrator's name and address (if same as plan sponsor, enter"Same")    3b Administrator's EIN
                                                                                      71-0415188


                Case 6:08-cv-03109-GAF Document 229-2 Filed 12/02/11 Page 2 of 6
  WAL-MART STORES, INC.                                                                         3c Administrator's telephone number
  922 W. WALNUT                                                                                                479-621-2606
  SUITE - A
  ROGERS AR 72756-3540
4 If the name and/or EIN of the plan sponsor has changed since the last return/report filed               4b EIN
  for this plan, enter the name, EIN and the plan number from the last return/report below:
                                                                                                          4c PN
   a Sponsor's name




5 Total number of participants at the beginning of the plan year                                 5                 1183804
6 Number of participants as of the end of the plan year (welfare plans complete only lines
   6a, 6b, 6c, and 6d)
 a Active participants                                                                           6a                1144928
 b Retired or separated participants receiving benefits                                          6b                  5552
 c Other retired or separated participants entitled to future benefits                           6c                 76121
 d Subtotal. Add lines 6a, 6b, and 6c                                                            6d                1226601
 e Deceased participants whose beneficiaries are receiving or are entitled to receive            6e                 21243
   benefits
 f Total. Add lines 6d and 6e                                                                    6f                1247844
 g Number of participants with account balances as of the end of the plan year (only defined     6g                1028772
   contribution plans complete this item)
 h Number of participants that terminated employment during the plan year with accrued           6h                 79339
   benefits that were less than 100% vested
7 Enter the total number of employers obligated to contribute to the plan (only
                                                                                                 7                    0
   multiemployer plans complete this item)
8a If the plan provides pension benefits, enter the applicable pension feature codes from
   the List of Plan Characteristics Codes in the instructions:
    2E    2F   2G     2J   2O   2T    3H    3I
 b If the plan provides welfare benefits, enter the applicable welfare feature codes from the
   List of Plan Characteristics Codes in the instructions:


9a Plan funding arrangement (check all that apply)                  9b Plan benefit arrangement (check all that apply)
   (1)     Insurance                                                   (1)    Insurance
   (2)     Section 412(e)(3) insurance contracts                       (2)    Section 412(e)(3) insurance contracts
   (3)     Trust                                                       (3)    Trust
   (4)     General assets of the sponsor                               (4)    General assets of the sponsor
10 Check all applicable boxes in 10a and 10b to indicate which schedules are attached,and, where indicated, enter the number attached
(See instructions)
 a Pension Schedules                                                 b General Schedules
   (1)    R (Retirement Plan Information)                              (1)       H (Financial Information)
   (2)    MB (Multiemployer Defined Benefit Plan and Certain           (2)       I (Financial Information – Small Plan)
          Money Purchase Plan Actuarial Information)- signed by        (3)    1 A (Insurance Information)
          the plan actuary                                             (4)       C (Service Provider Information)
   (3)    SB (Single-Employer Defined Benefit Plan Actuarial           (5)       D (DFE/Participating Plan Information)
          Information) - signed by the plan actuary                    (6)       G (Financial Transaction Schedules)




               Case 6:08-cv-03109-GAF Document 229-2 Filed 12/02/11 Page 3 of 6
       SCHEDULE H                                                                                                  Official Use Only
        (Form 5500)                            Financial Information                                             OMB No. 1210 - 0110
Department of the Treasury       This schedule is required to be filed under section 104 of the Employee                  2009
 Internal Revenue Service      Retirement Income Security Act of 1974 (ERISA) and section 6058(a) of the         This Form is Open to
    Department of Labor                             Internal Revenue Code (the Code).                             Public Inspection
Employee Benefits Security
       Administration                             File as an attachment to Form 5500.
      Pension Benefit
   Guaranty Corporation
For the calendar plan year 2009 or fiscal plan year beginning February 01, 2009, and ending January 31, 2010
A Name of plan                                                                                           B Three-digit
                                                                                                                                 003
   WAL-MART PROFIT SHARING AND 401(K) PLAN                                                                 plan number (PN)
C Plan sponsor's name as shown on line 2a of Form 5500                                                   D Employer Identification
    WAL-MART STORES INC                                                                                    Number (EIN)
                                                                                                            71-0415188

Part I     Asset and Liability Statement
1 Current value of plan assets and liabilities at the beginning and end of the plan year. Combine the value of plan assets held in more
  than one trust. Report the value of the plan’s interest in a commingled fund containing the assets of more than one plan on a line-by-
  line basis unless the value is reportable on lines 1c(9) through 1c(14). Do not enter the value of that portion of an insurance contract
  which guarantees, during this plan year, to pay a specific dollar benefit at a future date. Round off amounts to the nearest dollar.
  MTIAs, CCTs, PSAs, and 103-12 IEs do not complete lines 1b(1), 1b(2), 1c(8), 1g, 1h, and 1i. CCTs, PSAs, and 103-12 IEs also do not
  complete lines 1d and 1e. See instructions.
                                                                                                           (a) Beginning of
                                               Assets                                                                        (b) End of Year
                                                                                                                Year
a Total noninterest-bearing cash                                                                   1a        $6,828,000        $15,280,000
b Receivables (less allowance for doubtful accounts):
  (1) Employer contributions                                                                     1b(1) $1,020,447,000 $1,097,504,000
  (2) Participant contributions                                                                  1b(2)
  (3) Other                                                                                      1b(3)       $1,646,000         $1,075,000
c General investments:
  (1) Interest-bearing cash (incl money market accounts & certificates of deposit)                1c(1)     $125,642,000      $340,176,000
  (2) U.S. Government securities                                                                  1c(2)
  (3) Corporate debt instruments (other than employer securities):
     (A) Preferred                                                                              1c(3)(A)
     (B) All other                                                                              1c(3)(B)
  (4) Corporate stocks (other than employer securities):
     (A) Preferred                                                                              1c(4)(A)
     (B) Common                                                                                 1c(4)(B)
  (5) Partnership/joint venture interests                                                         1c(5)
  (6) Real Estate (other than employer real property)                                             1c(6)
  (7) Loans (other than to participants)                                                          1c(7)
  (8) Participant loans                                                                           1c(8)
  (9) Value of interest in common/collective trusts                                               1c(9) $2,372,370,000 $5,818,141,000
  (10) Value of interest in pooled separate accounts                                             1c(10)
  (11) Value of interest in master trust investment accounts                                     1c(11)
  (12) Value of interest in 103-12 investment entities                                           1c(12)
  (13) Value of interest in registered investment companies (e.g., mutual funds)                 1c(13) $2,288,370,000 $1,267,057,000
  (14) Value of funds held in insurance co. general account (unallocated contracts)              1c(14) $535,538,000          $620,976,000
  (15) Other                                                                                     1c(15)
                                                                                                           (a) Beginning of
d Employer-related investments:                                                                                              (b) End of Year
                                                                                                                Year
  (1) Employer securities                                                                        1d(1) $3,432,678,000 $3,620,606,000
  (2) Employer real property                                                                     1d(2)
e Buildings and other property used in plan operation                                              1e
f Total assets (add all amounts in lines 1a through 1e)                                            1f      $9,783,519,000 $12,780,815,000
                                              Liabilities
g Benefit claims payable                                                                           1g        $5,807,000        $13,960,000
h Operating payables                                                                               1h
i Acquisition indebtedness                                                                         1i
j Other liabilities                                                                                1j
k Total liabilities (add all amounts in lines 1g through 1j)                                       1k        $5,807,000        $13,960,000



              Case 6:08-cv-03109-GAF Document 229-2 Filed 12/02/11 Page 4 of 6
                                           Net Assets
l Net assets (subtract line 1k from line 1f)                                                    1l     $9,777,712,000 $12,766,855,000

Part II    Income and Expense Statement
2 Plan income, expenses, and changes in net assets for the year. Include all income and expenses of the plan, including any trust(s) or
  separately maintained fund(s) and any payments/receipts to/from insurance carriers. Round off amounts to the nearest dollar. MTIAs,
  CCTs, PSAs, and 103-12 IEs do not complete lines 2a, 2b(1)(E), 2e, 2f, and 2g.
                                             Income                                                  (a) Amount           (b) Total
a Contributions
  (1) Received or receivable in cash from: (A) Employers                                 a2(1)(A) $1,087,907,000
     (B) Participants                                                                    2a(1)(B) $624,925,000
     (C) Others (including rollovers)                                                    2a(1)(C)
  (2) Noncash contributions                                                                2a(2)
  (3) Total contributions. Add lines 2a(1)(A), (B), (C), and line 2a(2)                    2a(3)                      $1,712,832,000
b Earnings on investments:
  (1) Interest:
     (A) Interest-bearing cash (including money market accounts and certificates of
                                                                                         2b(1)(A)    $3,779,000
  deposit)
     (B) U.S. Government securities                                                      2b(1)(B)
     (C) Corporate debt instruments                                                      2b(1)(C)
     (D) Loans (other than to participants)                                              2b(1)(D)
     (E) Participant loans                                                               2b(1)(E)
     (F) Other                                                                           2b(1)(F)   $35,557,000
     (G) Total interest. Add lines 2b(1)(A) through (F)                                  2b(1)(G)                       $39,336,000
  (2) Dividends (A) Preferred stock                                                      2b(2)(A)
     (B) Common stock                                                                    2b(2)(B) $127,764,000
     (C) Registered investment company shares (e.g. mutual funds)                        2b(2)(C)
     (D) Total dividends. Add lines 2b(2)(A), (B) and (C)                                2b(2)(D)                      $127,764,000
  (3) Rents                                                                                2b(3)
  (4) Net gain (loss) on sale of assests: (A) Aggregate proceeds                         2b(4)(A)
     (B) Aggregate carrying amount (see instructions)                                    2b(4)(B)
     (C) Subtract line 2b(4)(B) from line 2b(4)(A)                                       2b(4)(C)
  (5) Unrealized appreciation (depreciation) of assets: (A) Real Estate                  2b(5)(A)
     (B) Other                                                                           2b(5)(B) $443,982,000
     (C) Total unrealized appreciation of assets. Add lines 2b(5)(A) and (B)             2b(5)(C)                      $443,982,000
  (6) Net investment gain (loss) from common/collective trusts                            2b(6)                        $785,589,000
  (7) Net investment gain (loss) from pooled separate accounts                            2b(7)
  (8) Net investment gain (loss) from master trust investment accounts                    2b(8)
  (9) Net investment gain (loss) from 103-12 investment entities                           2b(9)
  (10) Net investment gain (loss) from registered investment companies (e.g., mutual
                                                                                          2b(10)                       $695,152,000
  funds)
c Other Income                                                                              2c                         $149,798,000
d Total income. Add all income amounts in column (b) and enter total                        2d                        $3,954,453,000
                                            Expenses
e Benefit payment and payments to provide benefits:
  (1) Directly to participants or beneficiaries, including direct rollovers                2e(1)   $955,523,000
  (2) To insurance carriers for the provision of benefits                                  2e(2)
  (3) Other                                                                                2e(3)
  (4) Total benefit payments. Add lines 2e(1) through (3)                                  2e(4)                       $955,523,000
f Corrective distributions (see instructions)                                               2f
g Certain deemed distributions of participant loans (see instructions)                      2g
h Interest expense                                                                          2h
i Administrative expenses: (1) Professional fees                                           2i(1)     $9,787,000
  (2) Contract administrator fees                                                          2i(2)
  (3) Investment advisory and management fees                                              2i(3)
  (4) Other                                                                                2i(4)
  (5) Total administrative expenses. Add lines 2i(1) through (4)                           2i(5)                         $9,787,000
j Total expenses. Add all expense amounts in column (b) and enter total                     2j                         $965,310,000
                                Net Income and Reconciliation
k Net income (loss) (subtract line 2j from line 2d)                                         2k                        $2,989,143,000
l Transfers of assets
  (1) To this plan                                                                         2l(1)
  (2) From this plan                                                                       2l(2)

Part III    Accountant's Opinion
  Complete lines 3a through 3c if the opinion of an independent qualified public accountant is attached to this Form 5500. Complete line
3
  3d if an opinion is not attached.




              Case 6:08-cv-03109-GAF Document 229-2 Filed 12/02/11 Page 5 of 6
    The attached opinion of an independent qualified public accountant for this plan is (see instructions):
a
    (1)   Unqualified (2)    Qualified (3) Disclaimer (4)     Adverse
b Did the accountant perform a limited scope audit pursuant to 29 CFR 2520.103-8 and/or 103-12(d)?                                  Yes
                                                                                                                                     No
c Enter the name and EIN of the accountant (or accounting firm) below:
   (1) Name: ERNST & YOUNG, LLP (2) EIN: 34-6565596
d The opinion of an independent qualified public accountant is not attached because:
  (1)    This form is filed for a CCT, PSA, or MTIA. (2)  It will be attached to the next Form 5500 pursuant to 29
  CFR 2520.104-50.

 Part IV       Compliance Questions
   CCTs and PSAs do not complete Part IV. MTIAs, 103-12 IEs, and GIAs do not complete 4a, 4e, 4f, 4g, 4h, 4k, 4m, 4n, or 5.
4
   103-12 IEs also do not complete 4j and 4l. MTIAs also do not complete 4l.
    During the plan year:                                                                                          Yes       No        Amount
 a Was there a failure to transmit to the plan any participant contributions within the time
    period described in 29 CFR 2510.3-102? Continue to answer “Yes” for any prior year
                                                                                                       4a            Yes       No
    failures until fully corrected. (See instructions and DOL’s Voluntary Fiduciary Correction
    Program.)
b Were any loans by the plan or fixed income obligations due the plan in default as of the
    close of plan year or classified during the year as uncollectible? Disregard participant
                                                                                                       4b            Yes       No
    loans secured by participant's account balance. (Attach Schedule G (Form 5500) Part I if
    "Yes" is checked)
c Were any leases to which the plan was a party in default or classified during the year as
                                                                                                       4c            Yes       No
    uncollectible? (Attach Schedule G (Form 5500) Part II if "Yes" is checked)
d Did the plan engage in any nonexempt transaction with any party-in-interest? (Do not
    include transactions reported on line 4a. Attach Schedule G (Form 5500) Part III if "Yes"          4d            Yes       No
    is checked)
e Was this plan covered by a fidelity bond?                                                            4e            Yes       No $220,000,000
 f Did the plan have a loss, whether or not reimbursed by the plan's fidelity bond, that was
                                                                                                        4f           Yes       No
    caused by fraud or dishonesty?
g Did the plan hold any assets whose current value was neither readily determinable on an
                                                                                                       4g            Yes       No
    established market nor set by an independent third party appraiser?
h Did the plan receive any noncash contributions whose value was neither readily
                                                                                                       4h            Yes       No
    determinable on an established market nor set by an independent third party appraiser?
i Did the plan have assets held for investment? (Attach schedule(s) of assets if "Yes" is
                                                                                                        4i           Yes       No
    checked, and see instructions for format requirements)
j Were any plan transactions or series of transactions in excess of 5% of the current value
    of plan assets? (Attach schedule of transactions if "Yes" is checked, and see instructions          4j           Yes       No
    for format requirements)
k Were all the plan assets either distributed to participants or beneficiaries, transferred to
                                                                                                       4k            Yes       No
    another plan or brought under the control of the PBGC?
l Has the plan failed to provide any benefit when due under the plan?                                   4l           Yes       No
m If this is an individual account plan, was there a blackout period? (See instructions and 29
                                                                                                       4m            Yes       No
    CFR 2520.101-3.)
n If 4m was answered “Yes,” check the “Yes” box if you either provided the required notice
                                                                                                       4n            Yes       No
    or one of the exceptions to providing the notice applied under 29 CFR 2520.101-3
5a Has a resolution to terminate the plan been adopted during the plan year or any prior plan
    year?                                                                                              Yes          No             Amount:
    If yes, enter the amount of any plan assets that reverted to the employer this year
5b If, during this plan year, any assets or liabilities were transferred from this plan to another plan(s), identify the plan(s) to which assets
    or liabilities were
    transferred. (See instructions).
     5b(1) Name of plan(s)                                                                 5b(2) EIN(s)                  5b(3) PN(s)




                Case 6:08-cv-03109-GAF Document 229-2 Filed 12/02/11 Page 6 of 6
                                                 EXHIBIT C

Case 6:08-cv-03109-GAF Document 229-3 Filed 12/02/11 Page 1 of 3
Case 6:08-cv-03109-GAF Document 229-3 Filed 12/02/11 Page 2 of 3
Case 6:08-cv-03109-GAF Document 229-3 Filed 12/02/11 Page 3 of 3
                                                 EXHIBIT D

Case 6:08-cv-03109-GAF Document 229-4 Filed 12/02/11 Page 1 of 3
Case 6:08-cv-03109-GAF Document 229-4 Filed 12/02/11 Page 2 of 3
Case 6:08-cv-03109-GAF Document 229-4 Filed 12/02/11 Page 3 of 3
                                                 EXHIBIT E

Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 1 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 2 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 3 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 4 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 5 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 6 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 7 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 8 of 9
Case 6:08-cv-03109-GAF Document 229-5 Filed 12/02/11 Page 9 of 9
                                                  EXHIBIT F

Case 6:08-cv-03109-GAF Document 229-6 Filed 12/02/11 Page 1 of 29
 1                   IN THE UNITED STATES DISTRICT COURT
                        WESTERN DISTRICT OF MISSOURI
 2                            CENTRAL DIVISION

 3
      RON TUSSEY, et al.,               )
 4                                      )
                     Plaintiffs,        )   No. 06-04305-CV-C-NKL
 5                                      )   December 7, 2009
              V.                        )   Kansas City, Missouri
 6                                      )   CIVIL
      ABB, INC., et al.,                )
 7                                      )
                     Defendants.        )
 8                                      )

 9

10
                   TRANSCRIPT OF TELECONFERENCE PROCEEDINGS
11
                   BEFORE THE HONORABLE NANETTE K. LAUGHREY
12                       UNITED STATES DISTRICT JUDGE

13           Proceedings recorded by electronic stenography
                    Transcript produced by computer
14

15

16

17

18

19

20

21

22

23

24

25


                         Kathleen M. Wirt, RDR, CRR
                        United States Court Reporter
           400 E. 9th Street, Suite 7452 * Kansas City, MO 64106
                                  816.512.5608
 Case 2:06-cv-04305-NKL Document 229-6 Filed 12/22/10 Page 2 of 29
                                 470
Case 6:08-cv-03109-GAF Document 179-3 Filed 12/09/09 Page 1 of 28
                                             12/02/11
 1
                               APPEARANCES
 2

 3    For Plaintiffs:          MR. JEROME J. SCHLICHTER
                               MR. TROY A. DOLES
 4                             MR. DANIEL V. CONLISK
                               MS. HEATHER LEA
 5                             Schlichter, Bogard & Denton
                               100 S. 4th Street, Suite 900
 6                             St. Louis, MO 63102

 7    For ABB Defendants:      MR. WILLIAM J. DELANY
                               MR. AZEEZ HAYNE
 8                             MR. BRIAN T. ORTELERE
                               Morgan, Lewis & Bockius, LLP
 9                             1701 Market Street
                               Philadelphia, PA 19103
10
                               MR. JEFFREY S. RUSSELL
11                             Bryan Cave
                               211 North Broadway, Suite 3600
12                             St. Louis, MO 63102-2750

13    For Fidelity             MR. BRIAN BOYLE
      Defendants:              O'Melveny & Myers
14                             1625 Eye Street, NW
                               Washington, DC 20006
15
                               MR. JAMES S. DITTMAR
16                             Goodwin, Procter, LLP
                               53 State Street, Suite 20
17                             Boston, MA 02109

18                             MR. RICHARD N. BIEN
                               Lathrop & Gage, LLP
19                             2345 Grand Boulevard, Suite 2200
                               Kansas City, MO 64108
20
                               MR. M. RANDALL OPPENHEIMER
21                             O'Melveny & Mywea
                               1999 Ave. of the Stars, 7th Floor
22                             Los Angeles, CA 90067

23

24

25


                         Kathleen M. Wirt, RDR, CRR
                        United States Court Reporter
           400 E. 9th Street, Suite 7452 * Kansas City, MO 64106
                                  816.512.5608
 Case 2:06-cv-04305-NKL Document 229-6 Filed 12/22/10 Page 3 of 29
                                 470
Case 6:08-cv-03109-GAF Document 179-3 Filed 12/09/09 Page 2 of 28
                                             12/02/11
                                                                      3

 1                              DECEMBER 7, 2009

 2                                    - - -

 3              THE COURT:    Good afternoon, gentlemen.       I understand

 4   that everybody is on the line for the parties.         I have a court

 5   reporter present who will be transcribing these proceedings.

 6              Because I have not completed my written order on the

 7   outstanding motions in this case, I am going to orally rule

 8   those motions and follow with a written order as appropriate.

 9              I will begin with the outstanding motions for

10   summary judgment that have been filed by the defendants.         I

11   want to make clear that in ruling on these motions for summary

12   judgment, I am only going to discuss whether there is a

13   submissible case.    I will view the facts in the light most

14   favorable to the non-movant.      I will not weigh the facts

15   because that is only appropriately done at trial.         Only if no

16   reasonable person could find in favor of the person with the

17   burden of proof will summary judgment be granted.

18              First, I find that ABB and all ABB affiliated

19   defendants are fiduciaries with respect to the selection of the

20   plan's investment options and the prices paid to Fidelity for

21   the services it provided to the plan.       This is so, even though

22   ABB is the settlor of the plan.

23              The functional transactional test of the Eighth

24   Circuit focuses on whether the settlor's conduct relates to the

25   administration of the plan or the investment of its assets.          If



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 1   so, it is acting as a fiduciary and not as a settlor.

 2              There is nothing more related to the investment of

 3   the PRISM plan assets than the very investment vehicles that

 4   the participants choose from.      The Curtis-Wright case and the

 5   Lockheed case say nothing that would suggest that investment

 6   choices are to be deemed part of the design of a plan.           Any

 7   other conclusion would be inconsistent with the structure of

 8   ERISA that expressly does not permit fiduciaries to contract

 9   away their fiduciary responsibilities.

10              And, of course, this is one of the distinctions

11   between ERISA and trust law.

12              If ABB's interpretation were correct, then a settlor

13   could merely incorporate in its plan every major decision

14   needed to administer and invest the assets of the plan and

15   thereby could avoid this express prohibition, and making this

16   express prohibition in ERISA meaningless.

17              The court's conclusion is also supported factually

18   because the investment selection decisions are first made by

19   the entities that administer the plan, and then the plan is

20   simply amended to include the investments which have already

21   been selected.

22              Second, I find that Fidelity Trust, as the named

23   trustee of the plan, is a fiduciary and, at a minimum, that

24   makes it a co-fiduciary subject to the requirements of 29

25   U.S.C. 1105.



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 1              Further, Fidelity Trust is a fiduciary with regard

 2   to the investment options selected for the plan because before

 3   2004, it had veto authority over any investment that was not

 4   managed by a Fidelity entity.      Pursuant to ERISA Section

 5   3(21)(iii), this gave Fidelity Trust some discretionary control

 6   over the assets and management of the plan and made them a

 7   fiduciary as to that function.

 8              That's -- this situation is distinguishable from

 9   3(21)(i), which provides that a fiduciary is anyone who

10   exercises authority over plan assets.

11              The key distinction between these sections is that

12   one requires that the alleged fiduciary actually exercise his

13   or her discretion, and one only requires that the fiduciary has

14   discretion.   Therefore, even if Fidelity never exercised its

15   veto authority, it is a fiduciary under 3(21)(iii), at least as

16   to the selection of the investments offered to the

17   participants.

18              FirsTier is the case which the court finds

19   persuasive on this matter, and the Eighth Circuit case Maniace

20   is distinguishable because that case involved an ESOP plan

21   which has different requirements under ERISA and a different

22   purpose.   More importantly, the plain language of the statute

23   makes Fidelity Trust a fiduciary in this regard.

24              Third, as to Fidelity Management, the court is still

25   not clear what Fidelity Management did.        It appears that it



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 1   does work for the Fidelity mutual funds that were selected by

 2   ABB to be options for plan participants.        Therefore, it appears

 3   that they are fiduciaries to the Fidelity mutual funds which

 4   were investment options for the plan participants.

 5              It is arguable that in this role, they were involved

 6   as a nonfiduciary third party in the alleged scheme between ABB

 7   and Fidelity Trust.    Because I am denying without prejudice the

 8   defendant's motion for summary judgment on Count III, I will

 9   not at this time grant summary judgment as to Fidelity

10   Management.   This also will permit the court to question the

11   parties at trial to better understand the express role of

12   Fidelity Management.

13              I will now turn to the substance of the claims.

14              The defendants argue that no reasonable juror could

15   find in favor of the plaintiffs on the following claims against

16   ABB, its affiliates, and Fidelity Trust:        Breach of ERISA 404,

17   duty of loyalty; breach of ERISA 404, duty of prudence; breach

18   of ERISA 404, duty to follow the plan; breach of ERISA 406,

19   engaging in prohibited conduct; and breach of ERISA 405,

20   co-fiduciary obligations for any of the above breaches

21   committed by another fiduciary.

22              The gravamen of the conduct that plaintiff alleges

23   was a violation of section 404 is ABB's imprudent or disloyal

24   contract with Fidelity Trust to provide record keeping and

25   other administrative services to the plan.



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 1              It is alleged that the fees paid to Fidelity for

 2   these services, including the revenue sharing fees it received

 3   from Fidelity Management, were excessive.        It is also alleged

 4   that ABB did not follow the Investment Policy Statement and

 5   failed to adequately monitor the fees being assessed by

 6   Fidelity Trust.    Finally, it is alleged that ABB and Fidelity

 7   Trust engaged in prohibited transactions by causing the plan to

 8   engage in a transaction that they knew or should have known

 9   constituted a direct or indirect transfer of fund assets to

10   Fidelity Trust and/or ABB.

11              I will begin with the question of whether ABB failed

12   to follow the plan and whether Fidelity Trust as a co-fiduciary

13   breached its obligation by failing to report ABB's breach.

14              The defendants contend that the plaintiffs did not

15   plead a claim for failing to follow the IPS.        Further, any such

16   claim fails because the IPS is not part of the plan and the

17   general terms of the IPS are in conflict with other terms of

18   the IPS and inconsistent with other plan documents which

19   specifically contemplate that mutual funds will be offered to

20   plan participants.

21              The court finds that the claim is sufficiently pled.

22   As has been recently clarified by the Eighth Circuit in the

23   Braden vs. Wal-Mart case, Twombly and Iqbal do not eliminate

24   notice pleading.   Notice pleading only requires some facts that

25   would support a viable legal theory.       Notice pleading does not



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 1   and never has required a plaintiff to list every legal theory

 2   that may be supported by the facts alleged.

 3              In plaintiffs' complaint, they stated that the

 4   defendants had violated 404 by paying excessive fees for record

 5   keeping services, including revenue sharing fees.         The same

 6   issues identified in the IPS all relate to that same dispute.

 7   The fact that the plaintiff did not identify all legal theories

 8   that it contended were violated by these factual allegations

 9   does not mean notice was not given.       The Federal Rules of Civil

10   Procedure contemplate that the details of the claim and the

11   legal theories will be refined using discovery tools such as

12   interrogatories and requests for admissions.

13              Furthermore, the court sees no prejudice to the

14   defendants by permitting the plaintiffs to identify this legal

15   theory at this time.    Defendants have had an opportunity to

16   fully respond to it, and the court does not see how any

17   meaningful additional discovery would be contemplated.

18              Finally, even if the claim were not permitted

19   independently, the plaintiffs still could use the IPS to show

20   what a prudent fiduciary would do since this is the standard

21   that ABB set for itself.

22              Next, the court concludes that the IPS does not have

23   to be part of the plan before 404 applies.        That section says

24   the fiduciary shall disclose duties with respect to a plan

25   solely in the interests of the participants and beneficiaries



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 1   and in accordance with the documents and instruments governing

 2   the plan.    This section does not say that those documents and

 3   instruments have to be part of the plan.       There is evidence

 4   from which a reasonable fact finder could conclude that this

 5   IPS governs the plan and that ABB knew that it was required to

 6   follow the IPS as part of its fiduciary duty.

 7                There is also a material dispute of fact about

 8   whether ABB complied with the IPS.       It chose, in large part,

 9   retail mutual funds that charged the plan the same fees that a

10   single investor off the street would be charged.         A reasonable

11   fact finder could conclude that this was not leveraging the

12   size of the plan assets to reduce the fees for the

13   participants.

14                Large organizations routinely get discounts for the

15   volume of their business that individual consumers cannot

16   negotiate.    It would be logical to believe, even without expert

17   testimony, that a large investor should pay lower fees to a

18   mutual fund, given its size.

19                Also, there is a dispute of fact about whether ABB

20   ensured that all revenue sharing was used for the benefit of

21   the plan.    In fact, as discussed later, there is evidence that

22   some of the revenue sharing might be used by Fidelity to

23   provide ABB free or discounted services for the benefit of ABB

24   and not for the benefit of the plan.       Summary judgment is,

25   therefore, not appropriate on plaintiffs' claim that ABB failed



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 1   to follow the plan.

 2              As for Fidelity, it argues that it cannot be held

 3   liable for ABB's failure to follow the plan because the

 4   Department of Labor has said that the scope of a directed

 5   trustee's responsibility is significantly limited.         The

 6   directed trustee, according to the Department of Labor, does

 7   not have an obligation to duplicate or second guess the work of

 8   the plan fiduciary that has discretionary authority over the

 9   management of plan assets and does not have a direct obligation

10   to determine the prudence of the transaction.

11              However, even if this directive from the Department

12   of Labor is applicable to this situation, before 2004, Fidelity

13   was not just a directed trustee.      It had discretion over the

14   selection of the plan's investments and, therefore, it had an

15   independent fiduciary obligation to see that the plan, plan's

16   IPS was followed.     Therefore, summary judgment cannot be

17   granted in favor of Fidelity on this claim.

18              Next, the court will consider the 404 prudence and

19   loyalty requirements.

20              First, the IPS, as previously stated, is some

21   evidence of what a prudent plan administrator would do when

22   selecting investment options for the plan.        There is a dispute

23   of fact about whether ABB used the size of the plan to

24   negotiate lower fees for plan participants.        There is a dispute

25   of fact about whether revenue sharing payments were used



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 1   exclusively to reduce the cost of plan administration.

 2              There is also evidence from Fidelity's own files

 3   that the per participant cost was outside the norm and that ABB

 4   never got a fee schedule from Fidelity to show the separate

 5   charges for the record keeping and administrative functions

 6   that Fidelity provided.     Without knowing what the cost was for

 7   these services, ABB could not determine whether they were

 8   reasonable and whether the revenue sharing was all going to

 9   offset those charges.     Likewise, there is a dispute of fact

10   concerning whether Fidelity violated its fiduciary and

11   co-fiduciary responsibilities by continuing to knowingly

12   benefit from ABB's alleged lapses.

13              Braden makes it clear that Hecker's reliance on the

14   competitive nature of the mutual fund market is factually

15   inapplicable when there is not a large selection of investments

16   available to the plan participants, such as the 2500 option in

17   Hecker.

18              There is also evidence that free or discounted

19   services were given to ABB by Fidelity for work unrelated to

20   the PRISM plans.    If the fees being paid to Fidelity Trust for

21   the PRISM plans were reasonable, it might be inferred that

22   Fidelity would not choose to give free services to ABB for the

23   benefit of ABB.

24              While the profit margin that Fidelity was making on

25   the plan business versus the nonplan business is not evidence



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 1   of what the competitive market would pay for that service, it

 2   is indicative of why Fidelity might be particularly interested

 3   in keeping its total relationship with ABB, and this is what

 4   motivated it to give discounted services to ABB, not the

 5   explanation offered by Fidelity, which is that these discounted

 6   and free services were needed to get ABB to hire Fidelity to

 7   enter into a new business relationship with Fidelity in an area

 8   to which Fidelity was a newcomer.

 9              Again, and I want to emphasize, summary judgment is

10   not the place to weigh evidence.      Instead, the court is

11   required to view the evidence in the light most favorable to

12   the non-movant and reserve for trial inferences from the facts.

13   Only when all reasonable persons would make the same inference

14   is summary judgment appropriate.      This is not such a case,

15   particularly because plaintiff has the burden of proof under

16   404 to show the connection.

17              There is also evidence that ABB was on notice that

18   the fees being paid by the plan to Fidelity Trust might be

19   cross-subsidizing free or discounted services to ABB.            While

20   the Mercer report is inadmissible hearsay on the question of

21   what is a reasonable fee, it is not hearsay when used to show

22   that ABB was on notice of a potential problem, and there is

23   evidence from which a reasonable fact finder could conclude

24   that ABB has not taken reasonable steps to investigate the

25   problem once it was put on notice.      This evidence also



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 1   undermines ABB's claim that its prudent evaluation of the

 2   options available to the plan insulates it from liability.

 3              Further, the court does not believe that the cases

 4   cited by ABB for this proposition actually stand for the

 5   proposition that if you are procedurally prudent, you can never

 6   be held liable for the ultimate decision made by the fiduciary.

 7   Procedural prudence may tip the balance in a close case, but

 8   cannot mean that you can do a great investigation and then do

 9   whatever is in the best interests of the fiduciary.

10              Further, because there is a dispute of fact about

11   whether ABB was procedurally prudent, summary judgment can't be

12   granted on the grounds of procedural prudence.

13              The plaintiffs' expert testimony, as well as some

14   limited aspects of the defendants' expert testimony, also

15   supports a finding that the fees being paid by the plan were

16   unreasonable.    Because experts can rely on hearsay testimony,

17   this permits the expert to consider the Mercer report and the

18   Hewitt report.

19              Both defendants argue that because the defined

20   contribution industry relies on retail market mutual funds,

21   they cannot be found to be imprudent or disloyal.         That fact

22   is, of course, substantial evidence of what a prudent plan

23   fiduciary might do.    However, just because everyone is charging

24   unreasonable participant fees does not mean that the

25   hypothetical prudent and loyal fiduciary contemplated by ERISA



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 1   would do so.

 2              While the court has been unable to find a case from

 3   ERISA on this point, other areas of the law, including tort and

 4   trust law, again, the foundation of ERISA, indicate that just

 5   because everyone is doing something does not make it prudent.

 6   Again, evidence that the industry uses retail mutual funds and

 7   does revenue sharing is substantial evidence of what prudent

 8   fiduciaries would do.

 9              The court will not try to identify each piece of

10   evidence that supports each party's claim.        It only addresses

11   enough of the facts to demonstrate that viewing the evidence in

12   the light most favorable to the plaintiff, summary judgment

13   cannot be granted on plaintiffs' 404 prudence and loyalty

14   claims.

15              Before proceeding to the prohibited transaction

16   claims, the court will take a brief detour to address the

17   defendants' arguments that they have proven their 404(c)

18   affirmative defense as a matter of law.       The simple answer is

19   that the court does not believe that the 404(c) affirmative

20   defense applies to fiduciary violations related to the

21   selection of investment options for a defined contribution

22   plan.

23              The court disagrees with the Seventh Circuit on this

24   point and is persuaded by the Department of Labor briefing in

25   the Hecker case and, in particular, the most recent amicus



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 1   brief filed by law professors in support of Hecker's

 2   application for writ of certiorari to the United States Supreme

 3   Court, which points out that the DOL's position was not only

 4   contained in the preamble, it was stated in the regulations

 5   themselves.

 6              Further, the majority of cases to address the issue

 7   have taken the same position as this court and, in fact, it is

 8   the Seventh Circuit that is the outlier.       Even if 404(c) were

 9   applicable in these circumstances, the court cannot say as a

10   matter of law that the individual participants in the plan who

11   knew nothing about free and discounted services to ABB and knew

12   nothing about revenue sharing were responsible for their own

13   losses because they chose managed funds rather than nonmanaged

14   funds, given that retail mutual funds were the only choices

15   offered to them.

16              Next, the court will consider the issue of

17   prohibited transactions.     There are effectively cross-motions

18   for summary judgment on this issue.

19              29 U.S.C. 1106 provides that a fiduciary shall not

20   cause a plan to engage in a transaction if he knows or should

21   know that such a transaction constitutes a direct or indirect

22   transfer to or use by or for the benefit of a party in interest

23   of any assets of the plan.

24              Defendants claim that plaintiff never pled a

25   prohibited transaction claim under 1106; however, paragraph 76H



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 1   raises the claim explicitly.     Further, the parties have engaged

 2   in pretrial discovery on what would fairly be characterized as

 3   the cross-subsidization problem.      Summary judgment will not be

 4   granted on the grounds that the defendants were not on notice

 5   of this claim.

 6              There is evidence from which a reasonable fact

 7   finder could conclude that Fidelity gave free services to one

 8   of ABB's nonqualified plans, described in the briefing as the

 9   old defined contribution plan and the defined contribution

10   component of the restoration plan.       However, even if free

11   services were given, the plaintiff must still prove that those

12   services were in connection with giving Fidelity Trust and its

13   constellation of funds the contract for the PRISM plans.          As

14   discussed previously, there is a dispute of fact whether that

15   was the reason for any alleged free services.        Therefore,

16   summary judgment cannot be granted to either the plaintiff or

17   the defendant on this issue.

18              There is also a dispute of fact whether ABB received

19   free or discounted services for its health and welfare benefit

20   plans, what the reasonable value was for those services and, of

21   course, even if free service were given, there must be evidence

22   it was given in connection with the PRISM plan business.          That

23   evidence is likewise disputed.      Therefore, summary judgment

24   cannot be granted on this aspect of plaintiffs' 406 claim, for

25   either plaintiff or defendant.



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 1              Now, late in the process, there was presented

 2   undisputed evidence that the PRISM plan paid for services given

 3   to ABB's nonqualified plan.     It was billed to the PRISM plan

 4   and deducted from its assets, but was not for the benefit of

 5   the PRISM plan.

 6              During the course of this litigation, these payments

 7   were identified, and ABB and Fidelity have made arrangements

 8   for those payments to be returned to the plan.        Defendants

 9   claim that because they have repaid the plan, they are not

10   liable for a prohibited transaction.       They are incorrect.     The

11   provision they cite deals with steps a fiduciary can take to

12   avoid being prosecuted by the Department of Labor.         It does not

13   prevent suit for breach of fiduciary duty by the plan.

14   However, neither party has technically moved for summary

15   judgment on this claim and, therefore, the court will not

16   determine at this time whether the payment constitutes a breach

17   of the defendants' fiduciary duties.

18              There is also evidence that ABB and Fidelity Trust

19   caused the plan to engage in a transaction they knew or should

20   have known constituted an indirect transfer to Fidelity Trust

21   of an asset of the plan.     While it is true that revenue sharing

22   payments are not made from assets of the plan because they are

23   first paid to a nonplan provider, I believe Fidelity

24   Management, and then paid by Fidelity Management back to

25   Fidelity Trust.



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 1               It appears that all of those transactions appear on

 2   paper in a centralized bookkeeping arrangement that services

 3   all the related Fidelity entities, although, again, that is not

 4   clear to the court.    A reasonable fact finder could conclude,

 5   however, that the arrangement of Fidelity Trust receiving

 6   revenue sharing directly back from Fidelity Management, could

 7   conclude that this arrangement was an indirect transfer of

 8   assets to a party in interest, particularly because of Fidelity

 9   Trust's ability to veto any non-Fidelity mutual fund selection.

10               Effectively, at the time the selection of the mutual

11   funds is made, there is a process in place by which Fidelity

12   Trust will be given money back that had just been deducted from

13   the plan.   This seems to be the kind of arrangement

14   contemplated by the word indirect.       The fact that notification

15   is not given to the plan participants may also be relevant in

16   determining whether the arrangement was an indirect use of plan

17   assets for the benefit of Fidelity Trust, rather than for the

18   benefit of plan participants.

19               Of course, Fidelity Trust and ABB can avoid

20   liability for any of these prohibited transactions by showing

21   under 408 that Fidelity only received reasonable compensation

22   for the services it provided to the plan.        However, because

23   this is an affirmative defense, the burden of proof would be on

24   Fidelity and ABB to prove that the fees were reasonable, as

25   opposed to a 404 breach where the burden of proof is on the



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 1   plan participant.

 2              Because the plaintiff must first show that this

 3   arrangement is, in fact, an indirect way for Fidelity Trust to

 4   receive plan assets, it is not surprising that under 406, the

 5   burden of proof of the reasonableness of the fees would be on

 6   the defendants.    Again, only for this defense.      As previously

 7   stated, there is a question of fact about whether Fidelity

 8   Trust was --

 9              (Telephone got disconnected and a discussion was had

10   off the record.)

11              TELEPHONE OPERATOR:     The line for Judge Laughrey has

12   joined.

13              THE COURT:    All right.    I won't take that

14   personally.    All right.

15              I will conclude, then, as to 406, finding that I

16   deny summary judgment for both plaintiffs and defendants on the

17   406 claims.

18              Count II, equitable relief, the court grants summary

19   judgment on Count II, except as it seeks injunctive relief.

20   The court sees no basis in this context for an accounting or

21   surcharge since those remedies are subsumed by money damages

22   under Count I.

23              Count III, I've already indicated I'm denying

24   without prejudice.    I need additional time to work on that.

25              Statute of limitations defense.       To the extent that



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 1   the defendants move for summary judgment on claims outside the

 2   six-year statute of limitations, the motion for summary

 3   judgment is granted.    The court does not find evidence from

 4   which a reasonable juror can conclude that the defendants

 5   actively concealed their conduct.

 6              As to the three-year statute of limitations, the

 7   summary judgment motion is denied without prejudice.         It is

 8   possible that there are some -- I don't know how to describe

 9   it, as a claim or an allegation concerning certain choices to

10   include actively managed funds in the selection of mutual

11   funds.   It's possible that if that is a separate independent

12   claim that it might be subject to the three-year statute of

13   limitations, but I think the record is not clear enough on that

14   for me to make a final decision.

15              The next thing I want to do is I want to rule all of

16   the Daubert motions, and I'm denying all of them.         I believe

17   these are matters for the court to consider in terms of

18   weighing the evidence as opposed to finding that the evidence

19   is so unreliable that it should not even be considered.          Of

20   course, in addition, this is a bench trial.

21              Motions to strike, I am denying plaintiffs' untimely

22   disclosure motion, document 299.      I am also denying their

23   motion to strike concerning Fidelity's reply.

24              Hold on a minute, please.

25              (Off-the-record discussion was had between the court



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 1   and court staff.)

 2              THE COURT:    I am denying plaintiffs' motion to

 3   strike Fidelity's reply, and plaintiffs' motion was at 364 and

 4   365.

 5              I am denying ABB's motion to strike plaintiffs'

 6   opposition to summary judgment.

 7              I am denying ABB's motion to strike the Lea

 8   declaration and additional facts.

 9              I am granting plaintiffs' motion concerning

10   subsequent procedural history, which is document 458.            I am

11   granting ABB/Fidelity's subsequent procedural history motion,

12   which is at 461; and I am denying Fidelity's motion to deem

13   facts admitted in summary judgment motion 282.

14              Now, the next thing I want to talk about is the

15   schedule for trial.     I am going to begin the trial on January

16   5th rather than on January 4th.      I have criminal matters that I

17   need to take up after the holidays down in Jefferson City

18   before I travel here to Kansas City.       So we will begin at 9

19   a.m. on January 5th.

20              I am going to propose a series of dates for

21   preparation for that trial.     These are proposed.      If the

22   parties have their own proposals concerning the filing of

23   documents before trial, I will consider their input, as well.

24              There is a memo for pretrial conference that must be

25   filed electronically by 5 p.m. on December 28th, 2009.            And all



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 1   of these are in, will be filed as part of the case on ECF.

 2              Hold on a minute.

 3              (An off-the-record discussion was had between the

 4   court and court staff.)

 5              THE COURT:    Okay.   Exhibits, pursuant to local rule

 6   39.1, are due seven days before trial.

 7              Trial briefs are due by 5 p.m. on December 28th.

 8              I will not require the parties to file proposed

 9   findings of fact and conclusions of law before trial.            They

10   shall be filed within 14 days following the conclusion of

11   trial.

12              Deposition designations, I know some have already

13   been done, but any additional deposition designations on or

14   before December 16, 2009; objections to deposition designations

15   on or before December 23, 2009; and objections to counter

16   designations on or before December 29, 2009.

17              Okay.   I'd like to give an opportunity for the

18   parties to respond concerning just the procedural issues of

19   preparation for trial.     Does plaintiff wish to have any other

20   dates imposed or any dates altered?

21              MR. SCHLICHTER:     No, Your Honor.

22              THE COURT:    If you would identify yourself for my

23   court reporter.

24              MR. SCHLICHTER:     This is Jerry Schlichter for the

25   plaintiffs, Your Honor.     We don't seek to change any dates from



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 1   the dates that you've outlined.

 2               THE COURT:    All right.   And anything for the

 3   defendant, that you want to alter dates or add additional tasks

 4   that should be given a date?

 5               MR. BOYLE:    Your Honor, this is Brian Boyle for

 6   Fidelity.

 7               Two possible suggestions.     One is -- and I may have

 8   misunderstood Your Honor with regard to the deadline for

 9   providing exhibits.      I think Your Honor proposed seven days

10   before trial for exhibits, but I think we need to put some

11   dates in place for exchanges and objections back and forth

12   pursuant to Your Honor's customary procedure in that regard.

13               And then the second thing I would suggest is

14   considering a deadline for motions in limine.

15               THE COURT:    I actually took out the normal deadline

16   that we have in a jury trial for motions in limine.         It seems

17   to me with a bench trial -- you know, I wish we had just tried

18   this case a year ago.      And I apologize for taking so long to

19   get this out to you.     But given the nature of the evidence, it

20   seems to me to be more helpful to just hear it, and then I'll

21   decide whether it's relevant or whether it's admissible.

22               What's the advantage, Mr. Boyle, do you see of

23   filing a lot of paper before trial about motions in limine?

24               MR. BOYLE:    No, Your Honor, I simply wanted to bring

25   it to Your Honor's attention since it was in the last order.



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 1   The exhibit exchange I think is potentially more important.

 2               THE COURT:   Okay.   Would you want, then, the date

 3   for exhibits to be moved back so that the parties will have an

 4   opportunity to object?     Or do you just want a date two days

 5   before trial when they can file an objection to an exhibit?

 6               MR. BOYLE:   Your Honor, again, this is Brian Boyle.

 7   I think we can do it any number of ways.       It struck us that the

 8   procedure contemplated in your first pretrial order followed

 9   your customary procedure for having parties exchange exhibits

10   and then serve sequential objections so that by the time we

11   reach the trial date, the court would know which exhibits are

12   coming in, which are the subject of objections and so forth.

13   That's --

14               THE COURT:   I understand now what you're talking

15   about.   That's actually in the memo on pretrial conference.

16   That sets out all of the -- which is due on December 28th.

17   Hold on just a minute.

18               (An off-the-record discussion was had between the

19   court and court staff.)

20               THE COURT:   Okay.   Let me go back and just clarify a

21   couple things.   No. 1, the pretrial, memo on pretrial

22   conference I think is what you're referring to, Mr. Boyle.        It

23   does not set out specific dates.      It contemplates a consensual

24   arrangement between the parties that you exchange your

25   information in time and that you make your objections and file



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                                                                            25

 1   those with the memo on pretrial conference by December 28th so

 2   that the court is apprised of where the areas of disagreement

 3   are.

 4              Now, I recognize that there is a very short window

 5   here.   And if you want, I can set deadlines that say plaintiff

 6   has to give their exhibits -- I mean, everybody has got to give

 7   their exhibits by a certain date, and then you have so many

 8   days to object to it, and then the pretrial memo has to be

 9   filed by the third date.     Is that what you prefer?

10              MR. BOYLE:    Your Honor, Brian Boyle again.          We'll

11   work something out with plaintiffs to get this to the date that

12   you propose to have exhibits submitted.

13              THE COURT:    Okay.

14              MR. SCHLICHTER:     This is Jerry Schlichter for the

15   plaintiffs, Your Honor.     We actually proposed to the defendant

16   that we have an early exchange of exhibits and have stood ready

17   to do that.    They have refused.

18              THE COURT:    Mr. Schlichter, I don't want to --

19              MR. SCHLICHTER:     So we don't have a problem with

20   trying to move that and a time for objecting, as well.            We

21   proposed it.

22              THE COURT:    Mr. Schlichter?

23              MR. SCHLICHTER:     Yes.

24              THE COURT:    I don't want to hear about yesterday.

25   Let's all just move forward.



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 1                MR. SCHLICHTER:    Okay.

 2                THE COURT:    I want to clarify that the parties shall

 3   additionally prepare and provide to the courtroom deputy the

 4   morning of trial an exhibit index.       What we find is sometimes

 5   parties put on their exhibit list in their memo on pretrial

 6   conference way more exhibits than, in fact, they actually

 7   intend to introduce at trial and, in fact, the list is narrowed

 8   down by the time you arrive the morning of trial.         Regardless,

 9   there has to be a separate exhibit index prepared for the

10   courtroom deputy to follow.

11                I'd like to talk about -- you know, we usually have

12   a settlement deadline, but that will be stricken from the memo,

13   from the scheduling order because this isn't a jury trial.           It

14   is my custom to submit cases to a magistrate for a neutral

15   mediation.    I know you're going to be very busy getting this

16   matter ready for trial, although it appears you've done a lot

17   of legwork already.       Do you think it would be useful for the

18   parties -- does anybody object -- does anybody object to me

19   asking the magistrate to contact you to determine whether or

20   not a settlement conference would be useful?        Or do you have

21   your own private mediator?

22                MR. SCHLICHTER:    Jerry Schlichter for the

23   plaintiffs, Your Honor.      We don't object to whatever the court

24   wants to do in this regard.

25                MR. OPPENHEIMER:    Your Honor, Randy Oppenheimer for



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 1   Fiduciary.    Neither do we.

 2                MR. ORTELERE:     Your Honor, Brian Ortelere for ABB,

 3   same here.

 4                THE COURT:   Okay.   Anything else concerning trial

 5   preparation?

 6                MR. SCHLICHTER:    I don't believe so, Your Honor.

 7   Jerry Schlichter for the plaintiffs.

 8                THE COURT:   All right.      Hearing nothing else, good

 9   afternoon, gentlemen.

10                (Teleconference concluded.)

11                                     - - -

12                                     - - -

13

14

15

16

17

18

19

20

21

22

23

24

25



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                                                                      28

 1                                 CERTIFICATE

 2              I certify that the foregoing is a correct transcript

 3   from the record of proceedings in the above-entitled matter.

 4

 5

 6   December 7, 2009

 7                                   /s/_________________________
                                     Kathleen M. Wirt, RDR, CRR
 8                                   U.S. Court Reporter

 9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25



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                                                 EXHIBIT G

Case 6:08-cv-03109-GAF Document 229-7 Filed 12/02/11 Page 1 of 6
                                             Exhibit G

Below are judicial opinions finding class certification of claims brought pursuant to ERISA
§ 502(a) appropriate for class certification under Fed. R. Civ. P. 23(b). As shown below, these
classes are generally certified pursuant to Rule 23(b)(1). The cases appear in reverse chronological
order:

   1.    Yost v. First Horizon Nat'l Corp., No. 08-2293, 2011 WL 2182262 (W.D.Tenn. June 3,
         2011) (certifying class under Rule 23(a) & (b))
   2.    In re Huntington Bancshares, Inc. ERISA Litig., No. 08-165, slip op. (S.D. Ohio Apr. 28,
         2011) (certifying settlement class under Rule 23(b)(1) & (b)(2));
   3.    In re YRC Worldwide ERISA Litig., 09-2593, 2011 WL 1303367 (D. Kan. Apr. 6, 2011)
         (certifying class under Rule 23(b)(1)(B));
   4.    Shanehchian v. Macy’s, Inc., No. 07-CV-00828, 2011 WL 883659 (S.D. Ohio Mar. 10,
         2011) (certifying class under Rule 23(b)(1)(A) & (B));
   5.    Neil v. Zell, No. 08-6833, 2011 WL 833350 (N.D. Ill. Mar. 4, 2011) (certifying class
         under Rule 23(b)(1)(A) & (B) and (b)(2));
   6.    In re Wachovia Corp. ERISA Litig., No. 09-262, slip op. (W.D.N.C. Mar. 3, 2011)
         (certifying settlement class under Rule 23(b)(1) and (b)(2));
   7.    In re Indymac ERISA Litig., No. 08-4579, slip op. (C.D. Cal. Jan. 19, 2011) (certifying
         non-opt-out settlement class under Rule 23(b));
   8.    Harris v. Koenig, 271 F.R.D. 383 (D.D.C. 2010) (certifying class under Rule 23(b)(1)(A)
         & (B));
   9.    In re Beazer USA Homes, Inc. ERISA Litig., No. 07-952 (N.D. Ga. Nov. 15, 2010)
         (certifying settlement class under Rule 23(b)(1));
   10.   Buss v. WaMu Pension Plan, et al., No. 07-903, slip op. (W.D. Wash. Oct. 29, 2010)
         (certifying settlement class under Rule 23(b)(1) & (2));
   11.   Bertella v. JetDirect Aviation, Inc., No. 09-10527, 2010 WL 4103664 (D. Mass. Oct. 19,
         2010) (certifying settlement class under Rule 23(b)(1)(B));
   12.   Taylor v. ANB Bancshares, Inc., No. 08-5170, 2010 WL 4627841 (W.D. Ark. Oct. 18,
         2010) (certifying class under Rule 23(b)(1)(A) & (B));
   13.   Martin v. Caterpillar, Inc., No. 07-1009, 2010 WL 3210448 (C.D. Ill. Aug. 12, 2010)
         (certifying settlement class under Rule 23(b)(1));
   14.   Haddock v. Nationwide Fin. Services, Inc., 262 F.R.D. 97 (D. Conn. 2009) (certifying
         class under Rule 23(b)(2));
   15.   Hochstadt v. Boston Scientific Corp., 708 F. Supp. 2d 95 (D. Mass. 2010) (certifying
         settlement class under Rule 23(b)(1(B));
   16.   McCluskey v. Trustees, 268 F.R.D. 670 (W.D. Wash. 2010) (certifying class under Rule
         23(b)(1)(B));
   17.   Sessions v. Owens-Illinois, Inc., 267 F.R.D. 171 (M.D. Pa. 2010) (certifying class under
         Rule 23(b)(1)(B));
   18.   Moore v. Comcast Corp., No. 08-773, 2010 WL 1375462 (E.D. Pa. Apr. 6, 2010)
         (certifying class under Rule 23(b)(1)(B));
   19.   In re Marsh ERISA Litig., No. 04-8157, 2010 WL 451028 (S.D.N.Y. Jan. 29, 2010)
         (certifying settlement class under Rule 23(b)(1)(B));




                                    1
         Case 6:08-cv-03109-GAF Document 229-7 Filed 12/02/11 Page 2 of 6
20.   Stanford v. Foamex L.P., 263 F.R.D. 156 (E.D. Pa. 2009) (certifying class under Rule
      23(b)(1)(B));
21.   Tibble v. Edison Int'l, No. 07-5359, 2009 U.S. Dist. LEXIS 120939 (C.D. Cal. June 30,
      2009) (certifying class for excessive fee claims under Rule 23(b)(1)(A)), amended by slip
      op. (C.D. Cal. Aug. 18, 2009);
22.   Jones v. NovaStar Financial, Inc., 257 F.R.D. 181 (W.D. Mo. 2009) (certifying class
      under Rule 23(b)(1)(A) & (B));
23.   Beane v. Bank of N.Y. Mellon, No. 07-9444, 2009 WL 874046 (S.D.N.Y. Mar. 31, 2009)
      (approving settlement class under Rule 23(b)(1)(B));
24.   In re Merck & Co., Inc. Secs., Derivative & ERISA Litig., No. MDL-1658, 2009 WL
      331426 (D.N.J. Feb. 10, 2009) (certifying class under Rule 23(b)(1)(A));
25.   Lyell v. Farmers Group Inc. Employees’ Pension Plan, No. 07-1576, 2008 WL 5111113
      (D. Ariz. Dec. 3, 2008) (certifying class under Rule 23(b)(1)(A));
26.   Kanawi v. Bechtel Corp., 254 F.R.D. 102 (N.D. Cal. 2008) (certifying class for excessive
      fee claims under Rule 23(b)(1)(A));
27.   Shirk v. Fifth Third Bancorp, No. 05-049, 2008 WL 4425535 (S.D. Ohio Sept. 30, 2008)
      (certifying class under Rule 23(b)(1)(B));
28.   Zhu v. Schering Plough Corp., No. 03-1204, 2008 WL 4510039 (D.N.J. Sept. 30, 2008)
      (certifying class under Rule 23(b)(1)(B)), vacated and remanded for further proceedings
      on other grounds by In re Schering Plough Corp. ERISA Litig., 589 F.3d 585 (3d Cir.
      2009);
29.   Tatum v. R.J. Reynolds Tobacco Co., 254 F.R.D. 59 (M.D.N.C. 2008) (certifying class
      under Rule 23(b)(1)(B));
30.   George v. Kraft Foods Global, Inc., 251 F.R.D. 338 (N.D. Ill. 2008) (certifying class for
      excessive fee claims under Rule 23(b)(1) & (b)(2));
31.   Taylor v. United Techs. Corp., No. 06-1494, 2008 WL 2333120 (D. Conn. June 3, 2008)
      (certifying class for excessive fee claims under Rule 23(b)(1)(A) & (B));
32.   Alvidres v. Countrywide Fin. Corp., No. 07-5810, 2008 WL 1766927 (C.D. Cal. Apr. 16,
      2008) (certifying class under Rule 23(b)(1)(A));
33.   In re Winn-Dixie Stores, Inc. ERISA Litig., No. 04-194, 2008 WL 815724 (M.D. Fla.
      Mar. 20, 2008) (approving settlement class under Rule 23(b)(1));
34.   In re Delphi Corp. Sec., Derivative & “ERISA” Litig., 248 F.R.D. 483 (E.D. Mich. 2008)
      (certifying settlement class under Rule 23(b)(1)(A), (b)(1)(B) & (b)(2));
35.   Tussey v. ABB, Inc., No. 06-4305, 2007 WL 4289694 (W.D. Mo. Dec. 3, 2007)
      (certifying class for excessive fee claims under Rule 23(b)(1)(A) & (B));
36.   Mehling v. N.Y. Life Ins. Co., 246 F.R.D. 467 (E.D. Pa. 2007) (certifying settlement class
      under Rule 23(b)(1)(B) & (b)(2));
37.   Brieger v. Tellabs, Inc., 245 F.R.D. 345 (N.D. Ill. 2007) (certifying class under Rule
      23(b)(1));
38.   Eslava v. Gulf Tele. Co., No. 04-297, 2007 WL 2298222 (S.D. Ala. Aug. 7, 2007)
      (certifying class under Rule 23(b)(1)(B));
39.   Loomis v. Exelon Corp., No. 06-4900, 2007 WL 2060799 (N.D. Ill. June 26, 2007)
      (certifying class for excessive fee claims under Rule 23(b)(1)(B));
40.   Baker v. Kingsley, No. 03-1750, 2007 WL 1597654 (N.D. Ill. May 31, 2007) (certifying
      class under Rule 23(b)(1));




                                 2
      Case 6:08-cv-03109-GAF Document 229-7 Filed 12/02/11 Page 3 of 6
41.   Thompson v. Linvatec Corp., No. 06-404, 2007 WL 1526418 (N.D.N.Y. May 22, 2007)
      (certifying class under Rule 23(b)(1) & (b)(2));
42.   Lively v. Dynegy, Inc., No. 05-00063, 2007 WL 685861 (S.D. Ill. Mar. 2, 2007)
      (certifying class under Rule 23(b)(1)(B));
43.   Aguilar v. Melkonian Enters., Inc., No. 05-00032, 2007 WL 201180 (E.D. Cal. Jan. 24,
      2007) (certifying settlement class under Rule 23(b)(1) & (b)(2));
44.   Smith v. Aon Corp., 238 F.R.D. 609 (N.D. Ill. 2006) (certifying class under Rule
      23(b)(1)(A), (b)(1)(B) & (b)(2));
45.   Richards v. FleetBoston Financial Corp., 238 F.R.D. 345 (D. Conn. 2006) (certifying
      class under Rule 23(b)(1)(A) & (b)(2));
46.   In re Broadwing, Inc. ERISA Litig., 252 F.R.D. 369 (S.D. Ohio 2006) (approving
      settlement class under Rule 23(b)(1)(A), (b)(1)(B) & (b)(2));
47.   Stoffels v. SBC Commc’ns, Inc., 238 F.R.D. 446 (W.D. Tex. 2006) (certifying class under
      Rule 23(b)(1), (b)(2) & (b)(3));
48.   In re Polaroid ERISA Litig., 240 F.R.D. 65 (S.D.N.Y. 2006) (certifying class under Rule
      23(b)(1));
49.   In re AOL Time Warner ERISA Litigation, No. 02-8853, 2006 WL 2789862 (S.D.N.Y.
      Sept. 27, 2006) (certifying settlement class under Rule 23(b)(1)(B));
50.   In re Tyco Int’l, Ltd. Multidistrict Litig., No. MDL-1335, 2006 WL 2349338 (D.N.H.
      Aug. 15, 2006) (certifying class under Rule 23(b)(1)(B));
51.   In re Aquila ERISA Litig., 237 F.R.D. 202 (W.D. Mo. 2006) (certifying class under Rule
      23(b)(1)(A));
52.   In re Enron Corp. Sec., Derivative & “ERISA” Litig., No. 01-3913, 2006 WL 1662596
      (S.D. Tex. June 7, 2006) (certifying class under Rule 23(b)(1)(A) & (B));
53.   DiFelice v. US Airways, Inc., 235 F.R.D. 70 (E.D. Va. 2006) (certifying class under Rule
      23(b)(1)(B));
54.   Rogers v. Baxter Int’l Inc., No. 04-6476, 2006 WL 794734 (N.D. Ill. Mar. 22, 2006)
      (certifying class under Rule 23(b)(1)(A), (b)(1)(B) & (b)(3));
55.   Kirse v. McCullough, No. 04-1067, 2005 WL 3302008 (W.D. Mo. Dec. 5, 2005)
      (certifying class under Rule 23(b)(1) & (b)(2));
56.   Zielinski v. Pabst Brewing Co., Inc., No. 04-385, 2005 WL 3240590 (E.D. Wis. Nov. 30,
      2005) (certifying class under Rule 23(b)(1)(A));
57.   In re Williams Cos. ERISA Litig., 231 F.R.D. 416 (N.D. Okla. 2005) (certifying class
      under Rule 23(b)(1)(A), (b)(1)(B) & (b)(2));
58.   Baker v. Comprehensive Employee Solutions, 227 F.R.D. 354 (D. Utah 2005) (certifying
      class under Rule 23(b)(1));
59.   In re Xcel Energy, Inc., 364 F. Supp. 2d 1013 (D. Minn. 2005) (approving settlement
      class under Rule 23(b)(1) & (b)(2));
60.   In re Syncor ERISA Litig., 227 F.R.D. 338 (C.D. Cal. 2005) (certifying class under Rule
      23(b)(1)(B));
61.   Summers v. UAL Corp. ESOP Comm., No. 03-1537, 2005 WL 1323262 (N.D. Ill. Feb.
      17, 2005) (certifying class under Rule 23(b)(1) & (b)(3));
62.   In re CMS Energy ERISA Litig., 225 F.R.D. 539 (E.D. Mich. 2004) (certifying class
      under Rule 23(b)(1)(A) & (B));
63.   Godshall v. Franklin Mint Co., No. 01-6539, 2004 WL 2745890 (E.D. Pa. Dec. 1, 2004)
      (certifying settlement class under Rule 23(b)(1)(B));



                                 3
      Case 6:08-cv-03109-GAF Document 229-7 Filed 12/02/11 Page 4 of 6
64.   In re Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436 (S.D.N.Y. 2004) (certifying
      class under Rule 23(b)(1) & (b)(2));
65.   In re WorldCom, Inc. ERISA Litig., No. 02-4816, 2004 WL 2211664 (S.D.N.Y. Oct. 4,
      2004) (certifying class under Rule 23(b)(1)(B));
66.   In re Qwest Sav. and Inv. Plan ERISA Litig., No. 02-464, 2004 U.S. Dist. LEXIS 24693
      (D. Colo. Sept. 27, 2004) (finding class certification appropriate under Rule 23(b)(1),
      denying class certification on other grounds);
67.   Furstenau v. AT & T Corp., No. 02-5409, 2004 WL 5582592 (D.N.J. Sept. 3, 2004)
      (certifying class under Rule 23(b)(1));
68.   Rankin v. Rots (“Kmart”), 220 F.R.D. 511 (E.D. Mich. 2004) (certifying class under Rule
      23(b)(1)(A) & (B));
69.   In re Providian Fin. Corp., No. 02-1001, 2003 WL 22005019 (N.D. Cal. June 30, 2003)
      (approving settlement class under Rule 23(b)(1));
70.   Kolar v. Rite Aid Corp., No. 01-1229, 2003 WL 1257272 (E.D. Pa. Mar. 11, 2003)
      (confirming settlement class under Rule 23(b)(1));
71.   McDaniel v. N. Am. Indem., N.V., No. 02-0422, 2003 WL 260704 (S.D. Ind. Jan. 27,
      2003) (certifying class under Rule 23(b)(1)(A), (b)(2) & (b)(3));
72.   Babcock v. Computer Assocs. Int’l, Inc., 212 F.R.D. 126 (E.D.N.Y. 2003) (certifying
      class under Rule 23(b)(1) & (b)(3));
73.   Kennedy v. United Healthcare of Ohio, Inc., 206 F.R.D. 191 (S.D. Ohio 2002) (certifying
      class under Rule 23(b)(1), (b)(2) & (b)(3));
74.   Banyai v. Mazur, 205 F.R.D. 160 (S.D.N.Y. 2002) (certifying class under Rule
      23(b)(1)(B));
75.   Piazza v. Ebsco Industries, Inc., 273 F.3d 1341 (11th Cir. 2001) (finding certification
      under Rule 23(b)(1) available; reversing class certification on other grounds);
76.   Thomas v. SmithKline Beecham Corp., 201 F.R.D. 386 (E.D. Pa. 2001) (certifying class
      under Rule 23(b)(1)(A), (b)(1)(B) & (b)(2));
77.   Koch v. Dwyer, No. 98-5519, 2001 WL 289972 (S.D.N.Y. Mar. 23, 2001) (certifying
      class under Rule 23(b)(1)(B));
78.   Clauser v. Newell Rubbermaid, Inc., No. 99-5753, 2000 WL 1053395 (E.D. Pa. July 31,
      2000) (certifying class under Rule 23(b)(1)(A));
79.   In re IKON Office Solutions, Inc. Sec. Litig., 191 F.R.D. 457 (E.D. Pa. 2000) (certifying
      class under Rule 23(b)(1));
80.   Feret v. CoreStates Fin. Corp., No. 97-6759, 1998 WL 512933 (E.D. Pa. Aug. 18, 1998)
      (certifying class under Rule 23(b)(1)(A) & (B));
81.   Bunnion v. Consol. Rail Corp., No. 97-4877, 1998 WL 372644 (E.D. Pa. May 14, 1998)
      (certifying class under Rule 23(b)(1)(A), (b)(1)(B) & (b)(2));
82.   Kane v. United Indep. Union Welfare Fund, No. 97-1505, 1998 WL 78985 (E.D. Pa. Feb.
      24, 1998) (certifying class under Rule 23(b)(1)(B));
83.   Montgomery v. Aetna Plywood, Inc., No. 95-3193, 1996 WL 189347 (N.D. Ill. Apr. 16,
      1996) (certifying class under Rule 23(b)(1)(A));
84.   Atwood v. Burlington Indus. Equity, Inc., 164 F.R.D. 177 (M.D.N.C. 1995) (certifying
      class under Rule 23(b)(1));
85.   Gruby v. Brady, 838 F. Supp. 820 (S.D.N.Y. 1993) (certifying class under Rule
      23(b)(1)(B));




                                 4
      Case 6:08-cv-03109-GAF Document 229-7 Filed 12/02/11 Page 5 of 6
86.   Westman v. Textron, Inc., 151 F.R.D. 229 (D. Conn. 1993) (certifying class under Rule
      23(b)(1)(A), (b)(1)(B) & (b)(3));
87.   Schutte v. Maleski, No. 93-0961, 1993 WL 218898 (E.D. Pa. June 18, 1993) (certifying
      class under Rule 23(b)(1)(A) & (B));
88.   Specialty Cabinets & Fixtures, Inc. v. Am. Equitable Life Ins. Co., 140 F.R.D. 474 (S.D.
      Ga. 1991) (certifying class under Rule 23(b)(1)(B)); and
89.   Walsh v. Great Atl. & Pac. Tea Co., 96 F.R.D. 632 (D.N.J. 1983) (confirming settlement
      class under Rule 23(b)(1)), aff'd, 726 F.2d 956 (3d Cir. 1983).




                                 5
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                                                 EXHIBIT H

Case 6:08-cv-03109-GAF Document 229-8 Filed 12/02/11 Page 1 of 2
                                      Exhibit H



             ERISA Class Action Cases in which Keller Rohrback Serves
                   or has Served as Lead and Co-lead Counsel


1.     In re Lucent Techs., Inc. ERISA Litig., No. 01-3491 (D.N.J.)
2.     In re Providian Fin. Corp. ERISA Litig., No. 01-5027 (N.D. Cal.)
3.     In re Dynegy, Inc. ERISA Litig., No. 02-3076 (S.D. Tex.)
4.     In re Williams Cos. ERISA Litig., No. 02-153 (N.D. Okla.)
5.     In re BellSouth Corp. ERISA Litig., No. 02-2440 (N.D. Ga.)
6.     In re CMS Energy ERISA Litig., No. 02-72834 (E.D. Mich.)
7.     In re Household Int’l, Inc. ERISA Litig., No. 02-7921 (N.D. Ill.)
8.     In re CIGNA Corp. ERISA Litig., No. 03-714 (E.D. Pa.)
9.     In re Syncor ERISA Litig., No. 03-2446 (C.D. Cal.)
10.    In re HealthSouth Corp. ERISA Litig., No. 03-1700 (N.D. Ala.)
11.    In re Polaroid ERISA Litig., No. 03-8335 (S.D.N.Y.)
12.    In re Goodyear Tire & Rubber Co. ERISA Litig., No. 03-02182 (N.D. Ohio)
13.    In re Mirant Corp. ERISA Litig., No.03-1027 (N.D. Ga.)
14.    In re AIG ERISA Litig., No. 04-9387 (S.D.N.Y.)
15.    Spivey v. Southern Co., No. 04-1912 (N.D. Ga.)
16.    In re Marsh ERISA Litig., No. 04-8157 (S.D.N.Y.)
17.    In re Delphi Corp. Secs., Derivative & “ERISA” Litig., No. MDL-1725 (E.D. Mich.)
18.    In re Pfizer ERISA Litig., No. MDL-1688 (S.D.N.Y.)
19.    Smith v. Krispy Kreme Doughnut Corp., No. 05-06187 (M.D.N.C.)
20.    In re Visteon Corp. ERISA Litig., 05-71205 (E.D. Mich.)
21.    In re Merck ERISA Litig., No. 05-01151 (D.N.J.)
22.    Nowak v. Ford Motor Co., No. 06-11718 (S.D. Mich.)
23.    In re J.P. Morgan Chase Cash Balance Litig., No. 06-732 (S.D.N.Y.)
24.    In re WaMu Inc. ERISA Litig., No. C07-1874 MJP (ERISA Lead Case) (W.D. Wash.)
       (Interim Co-Lead Counsel)
25.    In re State Street Bank and Trust Co. ERISA Litig., No. 07-8488 (S.D.N.Y.)
26.    In re Fremont General Corp. ERISA Litig., No. 07-2693 (C.D. Cal.)
27.    In re Merrill Lynch Secs., Derivative and ERISA Litig., No. 07-9633 (S.D.N.Y.)
28.    WaMu Pension Plan Litig., No. 07-903 (W.D. Wash.)
29.    In re Beazer Homes USA, Inc. ERISA Litig., No. 07-952 (N.D. Ga.)
30.    In re IndyMac ERISA Litig., No. 08-04579 DDP(VBKx) (C.D. Cal.)
31.    In re Regions Morgan Keegan ERISA Litig., No. 2:08-cv-02192 (W.D. Tenn.)
32.    In re Am. Int’l Group, Inc. ERISA Litig. II, No. 08-05722 (S.D.N.Y.)
33.    In re Bear Stearns Cos., Inc. ERISA Litig., No. 08-02804 (S.D.N.Y.)
34.    In re Colonial BancGroup, Inc. ERISA Litig., No. 09-00792 (M.D. Ala.)
35.    In re Constellation Energy, Inc. ERISA Litig., No. 08-02662 (D. Md.)
36.    Ingram v. Health Mgmt. Assocs., Inc., et al., No. 07-00529 (M.D. Fla.)
37.    In re Wachovia Corp. ERISA Litig., No. 09-00262 (W.D.N.C.) (Interim Lead Counsel)




      Case 6:08-cv-03109-GAF Document 229-8 Filed 12/02/11 Page 2 of 2
                                                   EXHIBIT I

Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 1 of 33
                  ERISA LITIGATION GROUP




Keller Rohrback L.L.P.—Seattle           Keller Rohrback L.L.P.—New York
1201 Third Avenue, Suite 3200            770 Broadway, 2nd Floor
Seattle, Washington 98101-3052           New York, New York 10003
Telephone: (206) 623-1900                Telephone: (646) 495-6198

Keller Rohrback P.L.C.—Phoenix           Keller Rohrback L.L.P.—Santa Barbara
3101 North Central Avenue, Suite 1400    1129 State Street, Suite 8
Phoenix, Arizona 85012                   Santa Barbara, CA 93101
Telephone: (602) 248-0088                Telephone: (805) 456-1496

www.ERISAfraud.com                                                              www.KRClassAction.com




           Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 2 of 33
                                                ERISA LITIGATION GROUP

LEADERS IN ERISA CLASS ACTION LITIGATION
KELLER ROHRBACK is one of the nation’s leading law               Founded in 1919, today Keller
firms committed to helping employees and retirees protect        Rohrback has 60 attorneys and 84
their retirement savings and welfare medical and disability      staff members who provide expert
benefits under the Employee Retirement Income Security           legal services to our clients
Act of 1974, as amended (“ERISA”).                               nationwide. We use cutting-edge
                                                                 technology and case management
Keller Rohrback helped pioneer the development of breach
of fiduciary duty law under ERISA and is a nationally            techniques in the preparation and
recognized leader in this area. Our efforts have resulted in     trial of complex cases. Our excellent
numerous published decisions upholding plaintiffs’ ERISA         support staff includes in-house
claims, granting class certification, and approving several      programming personnel and
multi-million dollar settlements. To date, Keller Rohrback       experienced paralegals who
has recovered monetary and equitable relief valued at over       contribute significantly to our ability
$1 billion for employees and retirees.                           to effectively and efficiently litigate
                                                                 complex class action cases
Based on our extensive ERISA experience, Keller                  nationwide. The firm’s ERISA
Rohrback’s attorneys are frequently invited to speak at          Litigation Group regularly calls on
ERISA continuing legal education seminars and
                                                                 firm attorneys in other practice areas
conferences and have written numerous ERISA-related
amicus briefs and articles.
                                                                 for expertise in bankruptcy,
                                                                 contracts, employment law,
As a full-service law firm, Keller Rohrback regularly advises    executive compensation, corporate
employees, retirees, health care subscribers, businesses,        transactions, financial institutions,
and independent fiduciaries concerning their rights and          insurance coverage, mergers and
duties under ERISA.                                              acquisitions, professional
                                                                 ma lp rac t ice , and sec u rit ie s
Federal courts throughout the country have recognized            transactions. The firm’s in-house
Keller Rohrback’s qualifications to vigorously pursue ERISA      access to these resources
class action claims. Thus, Keller Rohrback has served in a       distinguishes Keller Rohrback from
leadership position in almost every major ERISA breach of
                                                                 other class action firms and also
fiduciary duty case involving 401(k) and ESOP plans,
including ERISA litigation against the following
                                                                 contributes to the firm’s success.
corporations:

•    AIG                        •   Global Crossing               •    Polaroid
•    Bear Stearns Cos. Inc.     •   Goodyear Tire & Rubber Co.    •    Providian
•    Beazer Homes USA           •   HealthSouth                   •    Regions Financial Corp.
•    BellSouth                  •   Household International       •    Southern Company
•    CIGNA                      •   IndyMac                       •    State Street
•    CMS Energy                 •   Krispy Kreme Doughnut         •    Syncor
•    Colonial BancGroup, Inc.   •   Lucent Technologies           •    Visteon
•    Countrywide Financial      •   Marsh & McLennan              •    Wachovia Corp.
•    Delphi                     •   Merck                         •    Washington Mutual, Inc.
•    Dynegy                     •   Merrill Lynch                 •    Williams Companies
•    Enron                      •   Mirant                        •    WorldCom
•    Fremont General Corp.      •   Pfizer                        •    Xerox



                            Seattle │ Phoenix │ New York │ Santa Barbara
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         Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 3 of 33
                                               ERISA LITIGATION GROUP


ERISA 401(k) and ESOP Cases
Keller Rohrback is proud to have an unparalleled track record of assisting our clients to
allege highly technical claims, including the following: (1) failure to prudently and
loyally manage the plan and plan assets; (2) failure to provide complete and accurate
information regarding company stock to plan participants; and (3) failure to prudently
monitor plan fiduciaries. We are honored that courts nationwide have repeatedly
praised Keller Rohrback’s leadership and successful results in this highly complex and
rapidly developing area of law.

              “[Keller Rohrback] has performed an important public service in this
              action and has done so efficiently and with integrity . . . [Keller
              Rohrback] has also worked creatively and diligently to obtain a
              settlement from WorldCom in the context of complex and difficult
              legal questions. . . . [Keller Rohrback] should be appropriately
              rewarded as an incentive for the further protection of employees
              and their pension plans not only in this litigation but in all ERISA
              actions.” In re WorldCom, Inc. ERISA Litig., 59 Fed. R. Serv. 3d
              1170, 33 Empl. Benefits Cas. (BNA) 2291 (S.D.N.Y. Oct. 18, 2004).


              “The Court finds that [Keller Rohrback] is experienced and qualified
              counsel who is generally able to conduct the litigation as Lead
              Counsel on behalf of the putative class. Keller Rohrback has
              significant experience in ERISA litigation, serving as Co-Lead
              Counsel in the Enron ERISA litigation, the Lucent ERISA litigation,
              and the Providian ERISA litigation, and experience in complex
              class action litigation in other areas of the law. Mr. Sarko’s
              presentation at the August 26, 2002 hearing before the Court
              evidences Keller Rohrback’s ability to adequately represent the
              class.” In re Williams Cos. ERISA Litig., No. 02-153 (N.D. Okla.
              Oct. 28, 2002) (order appointing Lead Counsel).


              "Keller Rohrback presents the most compelling case for
              appointment as interim lead class counsel based on . . . its
              extensive experience handling ERISA class actions. . . ." In Re
              Wachovia Corp. ERISA Litig., No. 08-5320 (S.D.N.Y. Dec. 24,
              2008).




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                                           ERISA LITIGATION GROUP


Pioneering ERISA 401(k) and ESOP Cases
In re Enron Corp. ERISA Litigation, MDL No. 1446 (S.D. Tex.). Keller Rohrback
served as Co-Lead Counsel in this class action filed in the Southern District of Texas.
On September 30, 2003, Judge Melinda Harmon denied defendants’ numerous
motions to dismiss in a landmark decision that addressed in detail defendants’
obligations as ERISA fiduciaries, and upheld plaintiffs’ core ERISA claims. Plaintiffs
achieved four partial settlements totaling more than $264 million in cash to the Enron
plans against Enron directors, officers, and plan fiduciaries.

In re Lucent Technologies, Inc. ERISA Litigation, No. 01-03491 (D.N.J.). Keller
Rohrback was appointed Co-Lead Counsel in this class action brought on behalf of
participants and beneficiaries of the Lucent defined contribution plans that invested in
Lucent stock. The complaint alleged that the defendants withheld and concealed
material information from participants, thereby encouraging participants and
beneficiaries to continue to make and to maintain substantial investments in company
stock and the plans. The settlement provided for, among other relief, the payment of
$69 million in cash and stock to the plan. Judge Joel Pisano approved the settlement
on December 12, 2003.

Whetman v. IKON Office Solutions, Inc., MDL No. 10-01318 (E.D. Pa.) The current
wave of 401(k) company stock cases began with Whetman v. IKON Office Solutions,
Inc. In a first-of-its-kind complaint, we alleged that company stock was an imprudent
investment for the plan, that the fiduciaries of the plan failed to provide complete and
accurate information concerning company stock to the participants, and that they failed
to address their conflicts of interest. This case resulted in ground-breaking opinions in
the ERISA 401(k) area of law on motions to dismiss, class certification, approval of
securities settlements with a carve-out for ERISA claims, and approval of ERISA
settlements.

In re WorldCom, Inc. ERISA Litigation, No. 02-04816 (S.D.N.Y.). Keller Rohrback
served as Lead Counsel in this class action filed in the Southern District of New York
on behalf of participants and beneficiaries of the WorldCom 401(k) Salary Savings
Plan. On June 17, 2003, Judge Denise Cote denied in part defendants’ motions to
dismiss and on October 4, 2004, granted plaintiffs’ motion for class certification.
Settlements providing for injunctive relief and payments of over $48 million to the plan
were approved on October 26, 2004 and November 21, 2005.

Groundbreaking ERISA 401(k) and ESOP Settlements
Keller Rohrback’s qualifications to lead ERISA 401(k) and ESOP class actions is
nowhere more evident than in the highly favorable settlements it has achieved for the

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         Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 5 of 33
                                          ERISA LITIGATION GROUP


benefit of employees in several of its nationally prominent cases. In addition to the
Enron, Lucent, IKON, and WorldCom settlements discussed above, these settlements
include:

In re AIG ERISA Litigation, No. 04-09387 (S.D.N.Y.). On December 12, 2006, the late
Judge John E. Sprizzo denied defendants’ motion to dismiss. On October 8, 2008,
Judge Kevin T. Duffy, for Judge Sprizzo, issued final approval of the $25 million
settlement negotiated by the parties.

Alvidres v. Countrywide Financial Corp., No. 07-05810 (C.D. Cal.). On November
16, 2009, Judge John F. Walter granted final approval of the $55 million settlement.

In re Beazer Homes USA, Inc. ERISA Litigation, No. 07-00952 (N.D. Ga.). On
November 15, 2010, Judge Richard W. Story granted final approval of the $5.5 million
settlement.

In re BellSouth Corporation ERISA Litigation, No. 02-02440 (N.D. Ga.). On March
4, 2004, Judge J. Owen Forrester denied defendants’ motion to dismiss. On December
5, 2006, Judge Forrester approved a settlement that provided structural relief for the
plans valued at up to $90 million, plus attorneys fees and costs.

Buus, et al. v. WaMu Pension Plan, et al., No. 07-00903 (W.D. Wash.). The parties
to the litigation negotiated and executed a settlement agreement on June 29, 2010.
On October 29, 2010, the Court held a fairness hearing and approved the settlement of
$20 million as fair, reasonable and adequate, approved the notice and publication
notice and method of dissemination of such notices, approved the application for
attorneys’ fees and expenses, and approved the proposed plan of allocation and the
case contribution awards for the Named Plaintiffs.

In re CMS Energy ERISA Litigation, No. 02-72834 (E.D. Mich.). On March 31, 2004,
Judge George Caram Steeh denied defendants’ motions to dismiss. On December 27,
2004, Judge Steeh granted plantiffs’ motion for class certification and subsequently
approved the $28 million settlement negotiated by the parties.

Cokenour v. Household International, Inc., No. 02-07921 (N.D. Ill.). On March 31,
2004, Judge Samuel Der-Yeghiayan denied, in part, defendants’ motions to dismiss.
The case subsequently settled for $46.5 million in cash to the plan. The court approved
the settlement on November 22, 2004.

In re Dynegy, Inc. ERISA Litigation, No. 02-03076 (S.D. Tex.). On March 5, 2004,
the court denied, in part, defendants’ motions to dismiss. Subsequently, the parties
reached a settlement that provided for the payment of $30.75 million in cash to the
plan. On December 10, 2004, Judge Sim Lake approved the settlement.

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         Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 6 of 33
                                          ERISA LITIGATION GROUP


In re Fremont General Corporation Litigation, No. 07-02693 (C.D. Cal.). On August
17, 2007, Judge Florence-Marie Cooper appointed Keller Rohrback sole Interim Lead
Counsel, and on May 29, 2008, Judge Cooper denied defendants’ motion to dismiss.
The parties reached an agreement to settle the litigation for $21 million. On April 26,
2011, the Honorable Jacqueline Nguyen granted preliminary approval of the
Stipulation and Agreement of Settlement. On August 10, 2011, Judge Nguyen granted
final approval of the Settlement.

In re Global Crossing Ltd. ERISA Litigation, No. 02-07453 (S.D.N.Y.). The Global
Crossing ERISA Litigation settlement provided for, among other relief, the payment of
$79 million to the plan. Judge Gerard Lynch approved the settlement on November 10,
2004.

In re The Goodyear Tire & Rubber Company ERISA Litigation, No. 03-02180 (N.D.
Ohio). On July 6, 2006, Judge John R. Adams denied defendants’ motions to dismiss.
On October 22, 2008, the Court issued final approval of the $8.375 million settlement.

In re HealthSouth Corp. ERISA Litigation, No. 03-01700 (N.D. Ala.). On June 28,
2006, Judge Karon Bowdre approved a settlement in the amount of $28.875 million,
with a possible additional $1 million from any HealthSouth recovery in the derivative
action.

In re IndyMac ERISA Litigation, No. 08-04579 (C.D. Cal.). On January 19, 2011,
Judge Dean Pregerson granted final approval of the $7 million settlement.

Lilly, et al. v. Oneida Ltd. Employee Benefits Admin. Committee, et al., No. 07-
00340 (N.D.N.Y.). On May 8, 2008, Judge Neal P. McCurn issued an order in which he
denied defendants’ motion to dismiss. On October 4, 2010, the Court granted approval
of a $1.85 million settlement and entered an Order and Final Judgment.

In re Marsh ERISA Litigation, No. 04-8157, (S.D.N.Y.). On December 14, 2006, the
Honorable Shirley Wohl Kram issued an order in which she granted in part and denied
in part the defendants’ motions to dismiss. The parties subsequently reached a
settlement in the amount of $35 million, which was approved by the Court on January
29, 2010.

In re Merrill Lynch & Co., Inc. Securities, Derivative & ERISA Litigation, No. 07-
10268 (S.D.N.Y.). On August 21, 2009, Judge Jed S. Rakoff granted final approval of
the $75 million settlement in the ERISA action.

In re Mirant Corporation ERISA Litigation, No. 03-01027 (N.D. Ga.). On November
16, 2006, the Court approved the settlement, including a payment of $9.7 million in
cash to the plan for losses suffered by the certified settlement class.
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                                           ERISA LITIGATION GROUP

In re Polaroid ERISA Litigation, No. 03-08335 (S.D.N.Y.). On March 31, 2005, Judge
William H. Pauley III granted in part and denied in part defendants’ motion to dismiss.
On September 29, 2006, Judge Pauley granted plaintiffs’ motion for class certification.
The parties subsequently reached a settlement in the amount of $15 million, which was
approved by the Court on June 25, 2007.

In re Providian Financial Corp. ERISA Litigation, No. 01-05027 (N.D. Cal.). The
Providian ERISA Litigation settlement provided for structural changes to the plan, as
well as the payment of $8.6 million in cash to the plan. The Court approved the
settlement on June 30, 2003.

Smith v. Krispy Kreme Doughnut Corporation, No. 05-06187 (M.D.N.C.). The
Krispy Kreme ERISA Litigation settlement provided for structural changes to the plan,
as well as the payment of $4.75 million in cash. On January 10, 2007, Judge William L.
Osteen approved the settlement.

Spivey v. Southern Co., et al., No. 04-01912 (N.D. Ga.). On August 14, 2007, the
Court granted final approval of the settlement, including a payment of $15 million in
cash to the plan for losses suffered by the certified settlement class.

In re State Street Bank and Trust Co. ERISA Litigation, No. 07-08488 (S.D.N.Y.).
On February 19, 2010, Judge Richard J. Holwell granted final approval of the $89.75
million settlement in the ERISA action.

In re Syncor ERISA Litigation, No. 03-02446 (C.D. Cal.). On August 23, 2004, Judge
Baird denied, in part, defendants’ motions to dismiss. Judge Baird subsequently
granted plaintiffs’ motion for class certification on March 28, 2005. The case settled,
but was dismissed on summary judgment before the settlement could be approved. On
February 19, 2008, the Ninth Circuit Court of Appeals reversed the district court’s
decision and remanded the case for further proceedings consistent with the Court’s
order. On October 22, 2008, Judge R. Gary Klausner granted final approval of the
settlement, including a payment of $4 million in cash to the plan for losses suffered by
the certified class.

In re Visteon Corporation ERISA Litigation, No. 05-71205 (E.D. Mich.). On March 9,
2007, Judge Avern Cohn approved a settlement in the amount of $7.6 million.

In re Wachovia Corp. ERISA Litigation, No. 09-00262 (W.D.N.C.). On October 24,
2011, the Honorable Martin Reidinger granted final approval of the $12.35 million
settlement.

In re Washington Mutual, Inc. ERISA Litigation, No. 07-01874 (W.D. Wash.). On
January 7, 2011, the Honorable Marsha J. Pechman granted final approval of the $49
million settlement in the ERISA action.
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                                            ERISA LITIGATION GROUP

In re Williams Companies ERISA Litigation, No. 02-00153 (N.D. Okla.). On
November 16, 2005, the Court approved the settlement for $55 million in cash, plus
equitable relief in the form of a covenant that Williams will not take any action to amend
the plan to (i) reduce the employer match thereunder below four percent prior to
January 1, 2011, or (ii) require that the employer match be restricted in company stock
prior to January 1, 2011.

In re Xerox Corporation ERISA Litigation, No. 02-01138 (D. Conn.). Since 2007,
Judge Alvin Thompson has issued two opinions denying in significant part defendants’
motions to dismiss. On April 14, 2009, Judge Thompson approved the $51 million
settlement negotiated by the parties.

Pending ERISA Cases
In addition to the cases listed above, Keller Rohrback has been appointed to a
leadership position in numerous other ongoing ERISA 401(k) and ESOP class actions.
Through these cases, Keller Rohrback has again and again demonstrated its expertise
in ERISA law, and its ability to vigorously, creatively, and successfully pursue
employees’ rights under ERISA. Keller Rohrback’s leading role in the development of
this law is unique and distinguishes the firm from any other in the country. Notable
pending cases include:

In re American International Group, Inc. ERISA Litigation II, No. 08-05722
(S.D.N.Y.). On March 19, 2009, Keller Rohrback was appointed Interim Co-Lead
Counsel to represent the proposed class of participants and beneficiaries of the AIG
Incentive Savings Plan. On March 31, 2011, Judge Laura Taylor Swain denied in large
part defendants’ motion to dismiss.

In re Bear Stearns Cos., Inc. ERISA Litigation, No. 08-02804 (S.D.N.Y.). On
December 29, 2008, Keller Rohrback was appointed Interim Co-Lead Counsel to
represent the proposed class of participants and beneficiaries of The Bear Stearns
Cos. Inc. Employee Stock Ownership Plan. On April 20, 2009, Co-Lead Counsel filed
an amended consolidated complaint. On January 9, 2011, the Court granted
defendants' motion to dismiss. Plaintiffs filed an appeal, and on September 13, 2011,
the Court granted Plaintiffs' motion to alter or amend the January 19 order. Plaintiffs
filed a second amended consolidated complaint on September 26, 2011.

In re Colonial BancGroup, Inc. ERISA Litigation, No. 09-00792 (M.D. Ala.). On
November 24, 2009, Judge Myron H. Thompson consolidated the related ERISA
actions and appointed Keller Rohrback Interim Co-Lead Counsel. On January 11,
2010, plaintiffs field an amended consolidated complaint.



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                                            ERISA LITIGATION GROUP

In re Merck & Co., Inc. “ERISA” Litigation, MDL No. 1658 (D.N.J.). On July 11,
2006, the Honorable Stanley R. Chesler granted in part and denied in part defendants’
motions to dismiss. On February 9, 2009, the Court granted in part and denied in part
plaintiffs’ motion for class certification. The parties reached an agreement to settle the
litigation for $49.5 million. On October 18, 2011, Judge Chesler granted preliminary
approval of the Amended Stipulation and Settlement Agreement.

In re Pfizer ERISA Litigation, MDL No. 1688 (S.D.N.Y.). On October 21, 2005, the
Court appointed Keller Rohrback as sole Interim Lead Counsel. A consolidated class
action complaint was filed on June 5, 2006. On March 20, 2009, the Honorable Laura
T. Swain issued an order in which she denied in large part defendants’ motion to
dismiss.

In re Regions Morgan Keegan ERISA Litigation, No. 08-2192 (W.D. Tenn.). On
October 8, 2008, the Honorable Samuel H. Mays, Jr. consolidated the various pending
ERISA cases and appointed Keller Rohrback L.L.P. as Interim Co-Lead Counsel. On
March 9, 2010, Judge Mays denied defendants’ motions to dismiss on all disputed
counts of plaintiffs’ consolidated complaint, and scheduled the case for trial in 2013.
On May 20, 2011, plaintiffs filed their Third Amended Consolidated Class Action
Complaint for Violation of ERISA.


Representative Securities Fraud Cases
In addition to its work in the ERISA arena, Keller Rohrback also has served as Lead or
Co-Lead Counsel in a number of securities fraud class action cases where it has
represented purchasers of securities.

In re 2TheMart.com, Inc. Securities Litigation, No. 99-01127 (C.D. Cal.). Keller
Rohrback served as Co-Lead Counsel in this securities fraud class action filed in the
Central District of California, Southern Division. The class achieved settlements
totaling $2.7 million.

In re Anicom, Inc. Securities Litigation, No. 00-04391 (N.D. Ill.). Keller Rohrback
was one of three counsel representing the State of Wisconsin Investment Board in this
securities fraud class action. Counsel achieved settlements on behalf of the class and
other parties in excess of $39 million, including a payment of $12.4 million directly from
one of the named defendants, described as “one of the largest payments obtained in
connection with allegations of securities and accounting fraud in recent times.” In all,
over 80% of the total recovery was obtained from sources other than Anicom’s
insurance policy.

In re Apple, Inc. Derivative Litigation, No. 06-04128 (N.D. Cal.). Keller Rohrback
served on the Plaintiffs’ Management Committee in the federal derivative shareholder
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                                          ERISA LITIGATION GROUP

action against nominal defendant Apple Computer, Inc. and current and former officers
and members of Apple’s Board of Directors. Plaintiffs alleged, among other things,
breach of fiduciary duty, unjust enrichment, and gross mismanagement arising from
the practice of backdating stock options granted between 1993 and 2001, which
practice diverted millions of dollars of corporate assets to Apple executives. Counsel
achieved a settlement that awarded $14 million to Plaintiffs—one of the largest cash
recoveries in a stock backdating case—and required Apple to adopt a series of unique
and industry-leading corporate enhancements.

In re Foundry Networks, Inc. Derivative Litigation, No. 06-05598 (N.D. Cal.). Keller
Rohrback was appointed Co-Lead Counsel in this federal derivative shareholder action
against nominal defendant Foundry Networks, Inc., and current and former officers and
members of Foundry’s Board of Directors. Plaintiffs alleged, among other things,
breach of fiduciary duty, unjust enrichment, and gross mismanagement arising from
the practice of backdating stock options granted between 2000 and 2003, diverting
millions of dollars of corporate assets to Foundry executives. On February 20, 2009,
the Court entered an order approving settlement.

Getty, et al. v. Harmon, et al., No. 98-00178 (W.D. Wash.). Keller Rohrback served
as Lead Counsel in this securities fraud action filed in Western Washington federal
court involving a “Ponzi” scheme. Plaintiffs allege that at least one key person
responsible for this scheme was affiliated with SunAmerica Securities, which knew or
should have known that securities laws were being violated. The class achieved
settlements totaling $7 million.

In re IKON Office Solutions, Inc. Securities Litigation, MDL No. 10-01318 (E.D.
Pa.). Keller Rohrback served as Co-Lead Counsel representing the City of
Philadelphia and eight other lead plaintiffs in this certified class action alleging
securities fraud. Class Counsel achieved the highest securities fraud settlement in the
history of the Court by settling with defendant IKON Office Solutions, Inc. for $111
million. At that time, the settlement was listed as one of the “largest settlements in
class-action securities-fraud lawsuits since Congress reformed securities litigation in
1995” by USA Today.

Lasky v. Brown, et al. (United Companies Financial Corp. Securities Litigation),
No. 99-01035 (M.D. Fla.). Keller Rohrback served as Co-Lead Counsel in this class
action lawsuit filed in the Middle District of Louisiana, on behalf of individual
shareholders who purchased or otherwise acquired equity securities in United
Companies Financial Corporation between April 30, 1998 and February 2, 1999,
inclusive. The class recovered $20.5 million in settlements.

In re Scientific-Atlanta, Inc. Securities Litigation, No. 01-01950 (N.D. Ga.). Keller
Rohrback serves as Co-Lead Counsel in this case, in which plaintiffs allege that

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                                            ERISA LITIGATION GROUP

defendants engaged in a course of fraudulent conduct by misrepresenting and omitting
material information pertaining to Scientific-Atlanta’s financial results and by engaging
in extensive channel stuffing in order to enable the company to meet its stated
earnings expectations.

In re WorldPort Comm., Inc., et al., No. 99-01817 (N.D. Ga.). This shareholder class
action was brought in Georgia federal court alleging securities fraud. Parties in this
case reached a $5.1 million settlement.

Other Representative Cases
In re Carpet Antitrust Litigation, No. 95-00193 (N.D. Ga.). This case was filed in the
Northern District of Georgia and resulted in a $50 million settlement. United States
District Judge Harold L. Murphy stated that the attorneys’ "efforts in this case to date
have demonstrated their great skill and ability" and that "the Court’s own observations
of Plaintiffs’ counsel support a determination that Plaintiffs’ counsel are highly
reputable and responsible attorneys."

In re Commercial Tissue Products Antitrust Litigation, MDL No. 97-01189 (N.D.
Fla.). This antitrust case involved allegations of a nationwide price-fixing conspiracy
among the major manufacturers of facial tissue, toilet paper, paper towels, and related
paper products used in “away from home” settings, such as office buildings, hotels,
restaurants, and schools. Parties entered into a settlement agreement valued at $56.2
million in cash and coupons.

Cox, et al. v. Microsoft Corp., et al., MDL No. 00-01332 (D. Md.). Keller Rohrback
served on the Executive Committee of Plaintiffs’ Counsel in this class action
challenging Microsoft’s monopolistic practices. A class of direct purchasers of
operating system software achieved a settlement of $10.5 million in the United States
District Court for the District of Maryland.

In re Diet Drugs (Phentermine/Fenfluramine/Dexfenfluramine) Products Liability
Litigation, MDL No. 2:16-1203 (E.D. Pa.). These cases involved numerous plaintiffs in
Washington and other states who were seeking medical monitoring and/or personal
injury compensation in relation to their ingestion of the prescription diet drugs Pondimin
and Phentermine (i.e., Fen-Phen) or Redux. Keller Rohrback served as class counsel
for a certified medical monitoring class of Washington patients who ingested these diet
drugs. In addition, the federal court judge in Philadelphia who supervised the national
settlement and litigation appointed Lynn Lincoln Sarko, Keller Rohrback’s managing
partner, to serve as a member of the MDL 1203 Plaintiffs’ State Liaison Counsel
Committee. Keller Rohrback has represented numerous plaintiffs in pursuing individual
personal injury claims through the American Home Products’ Nationwide Class Action
Diet Drug Settlement or through individual lawsuits brought in state or federal courts.

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                                           ERISA LITIGATION GROUP

Erickson v. Bartell Drug Co., No. 00-1213 (W.D. Wash.). Keller Rohrback was proud
to represent the plaintiff class in the landmark opinion issued in this case. Judge
Robert Lasnik held that when an otherwise extensive health plan covers almost all
drugs and devices used by men, the exclusion of prescription contraceptives creates a
“gaping hole in the coverage offered to female employees, leaving a fundamental and
immediate healthcare need uncovered. . . . Title VII requires employers to recognize
the differences between the sexes and provide equally comprehensive coverage, even
if that means providing additional benefits to cover women-only expenses.” Erickson v.
Bartell Drug Co.,141 F. Supp. 2d 1266, 1277 (W.D. Wash. 2001). This monumental
decision has paved the way for implementation of non-discriminatory prescription
coverage in employee benefit plans nationwide.

In re the Exxon Valdez, No. 89-00095 (D. Alaska). Keller Rohrback represented
fishermen, Alaska natives, municipalities, and other injured plaintiffs in this mass tort
lawsuit arising out of the March 24, 1989, oil spill in Prince William Sound, Alaska.
After a three-month jury trial, plaintiffs obtained a judgment of $5 billion in punitive
damages—at the time the largest punitive damages verdict in U.S. history. Keller
Rohrback played a leadership role during discovery and at trial, and was chosen to
serve as administrator of both the Alyeska and Exxon Qualified Settlement Funds. The
amount of punitive damages was subsequently reduced by the United States Supreme
Court to $507.5 million, upon which interest was added. Keller Rohrback is currently
distributing the punitive damages and interest via the Exxon Qualified Settlement
Fund.

Ferko, et al. v. NASCAR, No. 02-00050 (E.D. Tex.). Keller Rohrback was counsel for
plaintiff in a lawsuit that charged NASCAR with breach of contract, unlawful
monopolization, and of conspiring with International Speedway Corporation ("ISC") to
restrain trade in violation of the antitrust laws. Keller Rohrback represented the
shareholders of Speedway Motorsports, Inc. ("SMI"), a publicly traded company that
owns six motorsports facilities, including Texas Motor Speedway ("TMS"). In May
2004, the parties reached a settlement agreement, pursuant to which, among other
things, ISC sold North Carolina Speedway to SMI for $100.4 million and NASCAR
sanctioned the Nextel Cup Series race previously hosted by Rockingham at TMS in the
2005 season. The settlement was approved by the United States District Court for the
Eastern District of Texas.

Lawrence, et al. v. Phillip Morris Co., et al., No. 94-01494 (E.D.N.Y.). This
shareholder class action was brought in New York federal court alleging
misrepresentations regarding various inventory and trade loading practices used to
distort the timing of sales. This case was settled as part of a $115 million settlement.

In re Linerboard Antitrust Litigation, MDL No. 1261 (E.D. Pa.). The class actions in
this litigation were resolved with the recovery of more than $202 million for the benefit
of a class of businesses that purchased corrugated boxes and sheets.
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                                            ERISA LITIGATION GROUP

In re Monosodium Glutamate Antitrust Litigation, MDL No. 00-01328 (D. Minn.).
Keller Rohrback represented the plaintiff class in this case in the United States District
Court for the District of Minnesota. Over $123 million was recovered for the benefit of a
class of businesses which purchased food flavor enhancers from suppliers in the U.S.,
Japan, Korea, and Taiwan. Businesses that participated in the recovery received
nearly 200% of the amounts they were overcharged.

Rosted, et al. v. First USA Bank, No. 97-01482 (W.D. Wash.). This class action was
filed on behalf of owners of credit cards issued by First USA Bank who signed up for
“introductory rate” credit cards that were subject to false and deceptive “repricing.” A
settlement in this class action resulted in an automatic depricing benefit of over $50
million, plus over $36 million in benefits from other settlement-related offers.

Salloway v. Malt-O-Meal Co., No. 27-98-008931 (Minn. Dist. Ct. 4th Cir.). This
nationwide product liability class action arose out of a salmonella outbreak in the Malt-
O-Meal plant in Northfield, Minnesota. It was brought on behalf of all people who
became ill after eating cereal manufactured by Malt-O-Meal (under names such as
“Toasty-Os”). A class settlement was granted final approval in this case filed in
Hennepin County Court of Minnesota.

In re Vitamin Antitrust Litigation, MDL No. 1285 (D.D.C.). Keller Rohrback played an
extensive role in trial preparation in this case, one of the largest and most successful
antitrust cases in history. Chief Judge Thomas Hogan of the United States District
Court for the District of Columbia certified two classes of businesses who directly
purchased bulk vitamins and were overcharged as a result of a ten year global price-
fixing and market allocation conspiracy. Through settlement and verdict, recoveries
were achieved, including four major settlements between certain vitamin defendants
and class plaintiffs. One landmark partial settlement totaled $1.1 billion.




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                                                     BIOGRAPHIES


Lynn Lincoln Sarko
Lynn Lincoln Sarko has been the managing partner of Keller
Rohrback since 1991, where he leads the firm’s nationally
recognized Complex Litigation Group. An accomplished trial
lawyer, he regularly serves as lead counsel in multi-party and
class action lawsuits involving ERISA, employee benefits,
antitrust, and securities fraud claims. Mr. Sarko first came to
Seattle for a federal clerkship and returned after serving as
an Assistant U.S. Attorney for the District of Columbia. He
has been appointed lead or co-lead counsel in some of the
most important ERISA company stock cases, including
Enron, WorldCom, and Global Crossing. Additionally, Mr.
Sarko serves or has served as lead or co-lead counsel in
numerous other ERISA 401(k) plan, ESOP, and cash
balance cases, such as American International Group, Inc.,
Countrywide Financial Corp., Dell Inc., Delphi Corp., Ford Motor Co., Fremont General
Corp., Goodyear Tire & Rubber Co., ING, JPMorgan Chase & Co., Marsh & McLennan
Cos., Inc., Merck & Co., Inc., Merrill Lynch & Co., Inc., Pfizer, Inc., Southern Co., State
Street Bank & Trust Co., Wal-Mart Stores, Inc., Xerox Corp., BellSouth, Dynegy, Inc.,
HealthSouth, Household International, Lucent Technologies, Inc., Mirant Corp.,
Polaroid, Williams Cos., Inc., and Visteon.

Mr. Sarko’s ERISA practice focuses on prosecuting matters raising sophisticated
ESOP and 401(k) plan issues, including ERISA preemption, fiduciary breaches,
imprudent investment of plan assets, blackout period and mapping violations, plan
asset diversification, prohibited transactions, directed trustee duties, and ERISA § 404
(c) defenses. He regularly appears in federal courts across the country, maintaining an
active national ERISA litigation practice.

In addition to his ERISA work, Mr. Sarko has prosecuted a variety of class action
lawsuits involving high profile matters including the Exxon Valdez oil spill, Microsoft
civil antitrust case, and Fen-Phen/Redux diet drug litigation, as well as notable civil
rights cases such as Erickson v. Bartell Drug Co., establishing a woman’s right to
prescription contraceptive health coverage. Additionally, Mr. Sarko has litigated
numerous complex cases involving financial and accounting fraud, which have
included some of the nation’s largest accounting and investment firms.

Mr. Sarko received his undergraduate, business, and law degrees from the University
of Wisconsin, where he served as the editor-in-chief of the law review and was
selected by the faculty as the outstanding graduate of his law school class. Mr. Sarko
is a featured speaker at many continuing education seminars and conferences
nationwide.                                          All other bios listed alphabetically

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                                                   BIOGRAPHIES



Laurie Ashton
Laurie Ashton is a member of Keller Rohrback P.L.C., based
in Phoenix, Arizona. Her practice emphasizes bankruptcy,
commercial, ERISA, and environmental litigation. Ms. Ashton
has been very active in the Arizona State Bar, having served
on the Ethics Committee for six years, and frequently lectures
on bankruptcy issues and other matters. Additionally, Ms.
Ashton has taught semester courses in Advanced Chapter 11
Bankruptcy and Lawyering Theory and Practice at the ASU
College of Law, and for several years running, has been a
guest lecturer on Chapter 11 at Harvard Law School. She is
the co-author of Arizona Legal Forms: Limited Liability
Companies and Partnerships, 1996-2002. Following law
school Ms. Ashton served as law clerk for the Honorable
Charles G. Case, U.S. Bankruptcy Court, for the District of
Arizona for two years. Ms. Ashton graduated from Arizona State University College of
Law, where she has twice returned as an Adjunct Professor to teach semester courses
in Lawyering Theory and Practice and Advanced Chapter 11. Ms. Ashton is admitted
to practice in Arizona and Colorado.


James A. Bloom
James Bloom is based in Keller Rohrback’s Phoenix office.
He practices in the firm’s nationally recognized complex liti-
gation group, focusing on ERISA litigation, and has worked
on many landmark ERISA cases including In re State Street
Bank & Trust Co. ERISA Litigation and Johnson v. Couturier.
James graduated cum laude from Washington University in
St. Lous School of Law in 2008, where he was an executive
editor of the Washington University Law Review. He earned a
B.A. in History and Philosophy from Tulane University. James
also worked in the Civil Justice Clinic at Washington Univer-
sity, helping under-served individuals obtain needed legal
services.




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                                                     BIOGRAPHIES



Gretchen Freeman Cappio
As a member of Keller Rohrback’s Complex Litigation Group,
Gretchen Cappio enjoys a diverse practice in the areas of
consumer protection, ERISA, mutual funds, and employment
litigation. She represents plaintiffs in several cutting-edge
complex cases, including In re Mattel, Inc., 588 F. Supp. 2d
1111 (C.D. Cal. 2008) (allowing the majority of consumers’
claims related to lead-contaminated and hazardous magnetic
toys to proceed), and Braden v. Wal-Mart Stores, Inc., 588
F.3d 585 (8th Cir. 2009) (upholding plaintiff’s claims alleging
that excessive fees associated with the Plan’s ten mutual
funds resulted in losses of tens of millions of dollars in
retirement savings, and that these funds—all retail off-the-
shelf funds rather than lower-fee institutional class funds,
most of which charged 12b-1 fees, and all of which paid
revenue sharing to the Plan’s trustee—were selected as a result of a flawed process).
Ms. Cappio serves on the Plaintiffs’ Steering Committee in In re: Bisphenol-A (BPA)
Polycarbonate Plastic Products Liability Litigation, MDL No. 1967 (W.D. Mo.),
consumer litigation in which plaintiffs assert claims for breach of the implied warranty of
merchantability, fraudulent and negligent omissions of material fact, and unjust
enrichment against certain plastic bottle manufacturers. Ms. Cappio also represented
plaintiffs in Erickson v. Bartell Drug Co., 141 F. Supp. 2d 1266 (W.D. Wash. 2001), in
which the Honorable Robert S. Lasnik ruled that an employer violated Title VII of the
Civil Rights Act when its coverage failed to cover prescription contraceptives on an
equal basis as to other prescription drugs.
Ms. Cappio graduated from the University of Washington School of Law where she
served as the Executive Comments Editor of The Pacific Rim Law & Policy Journal.
She earned her B.A. degree magna cum laude from Dartmouth College, where she
graduated Phi Beta Kappa and with honors. Ms. Cappio has been named a “Rising
Star” three times by Washington Law and Politics in its annual review of the state’s
legal professionals.




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                                                       BIOGRAPHIES



T. David Copley
David Copley enjoys the art of advocacy. His career has
encompassed product liability defense work, civil rights
litigation, real property disputes, employment law litigation
and counseling, mass torts, antitrust, breach of fiduciary duty
and ERISA, consumer protection, the preparation and trial of
several class action cases, and numerous appeals including,
most recently, In re Syncor ERISA Litigation. Mr. Copley
graduated from Northwestern University School of Law,
where he served as an editor of the Law Review. He earned
his B.A. at the University of Iowa, with Distinction and Honors
in Political Science and English. In 1985, Mr. Copley was
honored as Trial Lawyer of the Year for his work on behalf of
injured fishermen and other class members in In re the Exxon
Valdez oil spill litigation. He is admitted to practice in the
states of Washington and Arizona, in the United States District Courts of Western
Washington, Eastern Washington, Arizona, the Northern District of California, the
United States Court of Appeals for the Ninth Circuit, and the United States Supreme
Court.


Juli E. Farris
Ms. Farris has been a member of Keller Rohrback L.L.P.'s
Complex Litigation group since 1991 and an instrumental part
of the firm’s securities litigation class action practice since its
inception. She has over fifteen years of experience litigating
securities cases at the trial and appellate levels. Her practice
also focuses on antitrust, ERISA fraud and other areas of
financial misconduct. Ms. Farris also defends financial
institutions and other clients in complex, multi-party federal
court litigation. She is admitted to practice in Washington
State, California and Washington, D.C. and in a variety of
federal district and appellate courts. Before coming to Keller
Rohrback, Ms. Farris practiced at Sidley & Austin, focusing
on general and appellate litigation.




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                                                      BIOGRAPHIES



Raymond J. Farrow
Ray Farrow’s practice focuses on complex litigation with an
emphasis on antitrust and consumer protection. Mr. Farrow
has played a leading role litigating antitrust claims involving
various Microsoft products, Thermus Aquaticus DNA
Polymerase (“Taq”), NASCAR, Vitamins, Intel
microprocessors, carbon black, and nurse compensation in
various cities across the country. Mr. Farrow has also
litigated claims for improperly withheld overtime in the various
industries as well as state security claims arising from an
alleged Ponzi scheme. Mr. Farrow graduated with high
honors from the University of Washington School of Law,
where he was articles editor of the Washington Law Review.
Prior to law school, he was a member of the Economics
faculty at Seattle University, the University of Washington,
and Queen’s University in Ontario, Canada. Mr. Farrow holds graduate degrees in
economics from the University of Essex (U.K.) and Princeton University. He currently
serves as Chair of the Consumer Protection, Antitrust & Unfair Business Practices
Section of the Washington State Bar Association. Mr. Farrow is licensed to practice in
Washington State and numerous Federal Courts around the country



Eric J. Fierro
Eric Fierro is based in Keller Rohrback’s Phoenix office and
practices in the firm’s nationally recognized complex litigation
group. He has broad experience in electronic discovery and
litigation support matters. While attending law school in the
evening, Mr. Fierro worked full-time for the U.S. Attorney’s
Office for the District of Massachusetts. There he provided
technical support for all criminal and civil units. In particular,
Mr. Fierro supported the electronic discovery and trial con-
sulting needs for the healthcare fraud, securities fraud, and
other white collar crime units. He also worked as a part-time
summer law clerk for the computer crime and intellectual
property unit at the U.S. Attorney’s office. Before joining Kel-
ler Rohrback, Mr. Fierro was a managing consultant with
Huron Consulting Group, providing consultative services for
complex electronic discovery and document review matters.




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                                                     BIOGRAPHIES



Laura R. Gerber
Laura R. Gerber joined Keller Rohrback in 2005 and
practices in the firm’s nationally recognized complex litigation
group where she handles a variety of cases in federal courts
across the United States. Laura’s practice focuses on class
actions and derivative cases, and ranges from ERISA breach
of fiduciary duty cases to mutual fund excessive fee cases to
consumer class actions concerning the safety of children’s
products. Laura graduated from the University of Washington
School of Law in 2003. While in law school, she concurrently
received an M.P.A. degree from the Daniel J. Evans School
of Public Affairs at the University of Washington and was a
member of the Moot Court Honor Board.

Gary Gotto
Gary Gotto is a member of Keller Rohrback P.L.C., based in
Phoenix, Arizona. Since joining the firm's Complex Litigation
Group in 2002, Mr. Gotto has held leadership positions in
many matters of national prominence involving claims of
financial misconduct and fiduciary imprudence, including
class action litigation involving Enron, Xerox Corp., Merrill
Lynch, Delphi, CMS Energy Corp., Dynegy, Global Crossing,
WorldCom, IKON Office Solutions, State Street Bank & Trust,
and Principal Financial Group. The aggregate recoveries for
our clients in these matters exceeds $650 million. He has
currently involved in several matters involving claims of
negligence or fraud involving mortgage-backed securities and
other financial products. In his nearly thirty year career, Mr.
Gotto has had extensive experience in securities and
financial matters, both from a compliance and litigation perspective. Mr. Gotto also has
substantial experience with complex Chapter 11 bankruptcy matters, which has proven
invaluable in cases in which defendants are also debtors in bankruptcy. He chaired the
Arizona State Bar Subcommittee on Revising the Limited Partnership Act and co-
authored Arizona Legal Forms: Limited Liability Companies and Partnerships. Mr.
Gotto speaks and teaches regularly on a number of topics, including an annual real
estate bankruptcy case study presented at Harvard Law School. He earned his J.D.
from Arizona State University summa cum laude, where he was a member of the Order
of the Coif and the Special Projects Editor of the Arizona State Law Journal. Mr. Gotto
received his B.A. from the University of Pennsylvania cum laude. He has been
admitted to practice in the state of Arizona since 1982.


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                                                   BIOGRAPHIES



Benjamin Gould
Benjamin Gould practices in Keller Rohrback’s nationally
recognized complex litigation group, where he has helped to
litigate ERISA fiduciary breach, cash balance pension plan,
and excessive fee cases, as well as consumer protection
cases. He is a graduate of Yale Law School, where he was
an editor of the Yale Law Journal. Prior to joining Keller
Rohrback, he worked as a Legal Fellow of the ACLU Drug
Law Reform Project, litigating cases related to drug policy
and civil rights. He has also served as a clerk to the Hon.
Diana E. Murphy of the United States Court of Appeals for
the Eighth Circuit and the Hon. Betty B. Fletcher of the United
States Court of Appeals for the Ninth Circuit. Additionally, Mr.
Gould received a 2010 Burton Award for Legal Achievement
for the article, “The Continuing Applicability of Rule 23(b)(1)
to ERISA Actions for Breach of Fiduciary Duty,” which was published in Pension &
Benefits Daily on August 31, 2009.




Gary D. Greenwald
Before joining Keller Rohrback’s Phoenix office in 2006, Gary
Greenwald practiced in Columbus, Ohio, where he was the
senior litigation partner for the firms of Schottenstein, Zox, &
Dunn and Shayne & Greenwald. He has a broad range of
experience as a commercial litigator, having tried more than
200 cases in the federal and state courts across the U.S. Mr.
Greenwald’s trial experience includes securities litigation,
ERISA breach of fiduciary duty claims, trademark litigation,
trade secrecy claims, professional malpractice, and a wide
range of contract and real estate disputes. He spent five
years as an Adjunct Professor of Trial Law Practice at the
Ohio State University College of Law and has been a
frequent speaker on the subject of Employee Stock
Ownership Plans. Mr. Greenwald received his B.A. from
Miami University and his J.D. from Ohio State University College of Law.




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                                                   BIOGRAPHIES



Amy N. L. Hanson
Amy N. L Hanson’s practice is focused on class action and
other complex litigation, including dangerous drugs, ERISA
breach of fiduciary duty, and antitrust cases. Her practice is
national in scope and includes representation of clients in
both state and federal trial courts and on appeal. In this
capacity, she has successfully represented numerous
patients who suffered heart valve injuries in dangerous drug
cases against Wyeth, which were resolved either in
conjunction with a $4.75 billion nationwide class settlement or
through resolutions outside of that nationwide class
settlement relating to the prescription drugs Pondimin and/or
Redux. Additionally, she is currently representing numerous
patients who suffered heart attacks or strokes in dangerous
drug cases against Merck & Co., Inc. who are now
participating in the $4.85 billion national settlement relating to the prescription drug
Vioxx, in In re Vioxx Products Liability Litigation, MDL No. 1657 (E.D. La.), where she
also serves on the Consumer Claims Committee of the Plaintiffs’ Steering Committee.
She is also representing numerous employees who have lost hard-earned retirement
savings in In re Pfizer ERISA Litigation, MDL 1688 (S.D.N.Y), in which Keller Rohrback
L.L.P. serves as sole lead counsel for the plaintiffs. She earned her B.A. degree
summa cum laude in Economics and Political Science from the University of
Minnesota. She is licensed to practice in Washington and Wisconsin and in the United
States District Courts of Western Washington, Eastern Washington, Eastern Michigan,
and the Court of Appeals for the Ninth Circuit.




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                                                  BIOGRAPHIES

Ron Kilgard
Mr. Kilgard is a Phoenix native and a founding member of
Keller Rohrback, P.L.C., based in Phoenix, Arizona. In over
thirty years of practice, he has litigated a broad array of
commercial matters for both plaintiffs and defendants, in both
state and federal courts. In the last decade he has been
extensively involved in litigating cases on behalf of pension
plan participants, involving claims of financial and fiduciary
misconduct. In particular, he has been actively involved in
several national class actions arising under the Employee
Retirement Income Security Act (ERISA) involving the plans
of Enron, WorldCom, Global Crossing, Xerox, Merrill Lynch,
Marsh McLennan, and many others. Mr. Kilgard is also
involved in non-ERISA pension plan cases concerning a
“church plan” in Minnesota and a “governmental plan” in
Arizona. He has served on the Arizona State Bar’s Civil Practice and Procedure
Committee and is a founding member of the Arizona State Bar’s Class Action
Committee. He is also a frequent speaker at seminars, for both lawyers and judges, on
litigation and pension plan issues. Mr. Kilgard received bachelor’s and master’s
degrees from Harvard before returning home to Arizona for law school. He graduated
from the A.S.U. College of Law as the Editor-In-Chief of the law review and was
selected by faculty as the outstanding graduate of his class. Upon earning his law
degree, Mr. Kilgard clerked for the Hon. Mary Schroeder on the Ninth Circuit Court of
Appeals before entering private practice. He has been admitted in Arizona since 1979.


Sarah H. Kimberly
Sarah Kimberly’s practice focuses on complex ERISA breach
of fiduciary duty litigation. She has successfully litigated
numerous class actions, including Alvidres v. Countrywide
Financial Corp. Ms. Kimberly is also actively involved in In re
IndyMac ERISA Litigation, In re Fremont General Corp.
Litigation, and In re Marsh ERISA Litigation. Ms. Kimberly
graduated from The George Washington University Law
School, where she worked as a legal fellow in a community
legal clinic and as a law clerk in the National Security Section
of the United States Attorney’s Office for the District of
Columbia. Prior to law school, Ms. Kimberly worked as an
editor at a major publishing company in Boston. She earned
her B.A. in Art History from Dartmouth College, and is
admitted to practice in Washington State and the Western District of Washington. Ms.
Kimberly is also a member of the Washington State, King County, and American Bar
Associations, as well as Washington Women Lawyers.

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                                                      BIOGRAPHIES



David J. Ko
David Ko practices in Keller Rohrback’s nationally recognized
complex litigation group, where he represents plaintiffs pri-
marily in the areas of consumer protection and ERISA class
action litigation. Prior to joining the firm, David completed a
two year clerkship for the Honorable Ricardo S. Martinez,
United States District Judge in the Western District of Wash-
ington. After earning his J.D at Seattle University School of
Law, David obtained an LL.M. in Taxation at the University of
Washington, where he represented low-income individuals
against the IRS in the Federal Tax Clinic. During law school,
he served as a Rule 9 intern for a local public defender’s of-
fice, and also interned at a civil litigation firm. David received
the top grade in his class in Constitutional Law and Legal
Writing II, and was selected to the National Order of the Bar-
risters for excellence in oral advocacy.




Cari Campen Laufenberg
Cari Campen Laufenberg’s practice focuses on complex
litigation with an emphasis on ERISA litigation. She has
made significant contributions in cases such as In re Marsh
ERISA Litigation, In re Williams Cos. ERISA Litigation, In re
HealthSouth Corp. ERISA Litigation, and In re Goodyear Tire
& Rubber Co. ERISA Litigation. Ms. Laufenberg earned a
J.D. and Masters of Public Administration from the University
of Washington. During law school, she served as a judicial
extern for U.S. District Court Judge Barbara Jacobs
Rothstein. Ms. Laufenberg received her B.A. from the
University of California, San Diego in Art History and
Criticism. She is admitted to the bar of the State of
Washington and the U.S. District Courts for the Western and
Eastern Districts of Washington. She is a member of the King
County Bar Association, Federal Bar Association, American Bar Association, American
Association for Justice, and Washington Women Lawyers. Ms. Laufenberg was
recognized in 2008 and 2009 as a “Rising Star” by Washington Law and Politics in its
annual review of the State’s legal professionals.



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                                                  BIOGRAPHIES


Elizabeth A. Leland
Beth Leland’s practice focuses on securities and investment
fraud litigation, as well as ERISA breach of fiduciary duty
class action cases. She has served as lead counsel in
numerous complex cases that have resulted in multimillion
dollar settlements. Ms. Leland has more than fifteen years of
experience litigating complex cases arising from investment
fraud at both the trial and appellate levels, and is also
experienced in consumer protection, mass tort, and antitrust
litigation. Ms. Leland has made significant contributions in
securities and ERISA cases such as the In re Apple, Inc.
Derivative Litigation, In re Anicom, Inc. Securities Litigation,
In re Dynegy, Inc. ERISA Litigation, In re IKON Office
Solutions, Inc. Securities Litigation, In re Merrill Lynch & Co.,
Inc. ERISA Litigation, In re Visteon Corporation ERISA
Litigation and the In re Xerox Corporation ERISA Litigation. She is an active member
of the King County, Washington State, and American Bar Associations, including the
American Bar Association’s Section of Labor & Employment Law. She earned her B.A.
in Business Administration with concentrations in Finance and Business Economics
from the University of Washington and graduated cum laude from the University of
Puget Sound School of Law. Ms. Leland is admitted to practice in Washington State
and Federal Courts, as well as the Ninth and other Circuits across the country.

Tana Lin
Tana Lin’s practice includes representing employees in
ERISA breach of fiduciary duty class actions, mutual fund
shareholders in suits alleging breaches of fiduciary duty by
investment advisors in violation of the Investment Company
Act, and nurses in cases alleging that hospitals depressed
their wages in violation of the Sherman Act. Ms. Lin began
her career as a trial attorney with the Public Defender Service
for the District of Columbia. She then joined and became a
senior trial attorney with the Employment Litigation Section of
the Civil Rights Division of the United States Department of
Justice and, subsequently, the Equal Employment
Opportunity Commission. She has prosecuted employment
discrimination cases against governmental entities and
private corporations such as Wal-Mart. Ms. Lin also
developed and implemented impact projects to address systemic problems affecting
the poor as the litigation coordinator for the Michigan Poverty Law Program. She
received her A.B. with Distinction from Cornell University and her J.D. from New York
University School of Law, where she was a Root-Tilden-Snow Scholar.

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                                                     BIOGRAPHIES



Derek W. Loeser
Derek Loeser is a partner in the firm’s Complex Litigation
Group. His practice focuses on ERISA class action, securities
fraud, and investment mismanagement cases, which he has
litigated throughout the country. He has recovered hundreds of
millions of dollars for employees, retirees, and retirement
plans, as well as institutional investors. In addition to his work
on cases that have been resolved, including Enron, WorldCom,
Countrywide, and Washington Mutual, Mr. Loeser currently
serves as Lead or Co-Lead Counsel in several large-scale
ERISA breach of fiduciary duty cases, and represents
institutional investors, including Federal Home Loan Banks, in
mortgage-backed securities cases brought against Wall Street
banks and other financial institutions under state blue sky and federal securities laws.

Mr. Loeser is a member of the American Bar Association’s Section of Labor &
Employment Law and the Employee Benefits Committee as a Plaintiff attorney, and is
a frequent speaker at national ERISA conferences. Before joining Keller Rohrback in
2002, he clerked for the Hon. Michael R. Hogan, United States District Court, District of
Oregon, and was a trial attorney in the Employment Litigation Section of the Civil
Rights Division of the United States Department of Justice in Washington, D.C. Mr.
Loeser obtained his B.A. from Middlebury College, where he graduated summa cum
laude, with highest departmental honors, and as a member of Phi Beta Kappa. He
graduated with honors from the University of Washington School of Law. Mr. Loeser
was named in 2007, 2008, and 2009 as a “Super Lawyer” among civil litigators and
recognized in 2005 and 2006 as a “Rising Star” by Washington Law and Politics
magazine in its annual review of the State’s legal profession. Mr. Loeser was named a
recipient of the 2010 Burton Award for Legal Achievement for the article, "The
Continuing Applicability of Rule 23(b)(1) to ERISA Actions for Breach of Fiduciary
Duty," which was published in Pension & Benefits Daily on August 31, 2009. Mr.
Loeser also co-authored the article “The Case Against the Presumption of Prudence,”
which was published in BNA Pension & Benefits Daily, Sept. 10, 2010 (174 PBD,
9/10/10).

He is admitted to practice in Washington State, United States District Courts for the
Western and Eastern Districts of Washington, the Eastern District of Michigan,
Northern District of Illinois, United States Courts of Appeals for the Second, Sixth,
Eighth, Ninth and Eleventh Circuits, and on a pro hac vice basis in federal district
courts throughout the country.




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                                                 BIOGRAPHIES



Gretchen S. Obrist
Gretchen Obrist joined Keller Rohrback’s complex litigation
group in 2007. She has a broad federal court practice.
Ms. Obrist has litigated ERISA fiduciary breach, cash
balance pension plan, and excessive fee cases, as well
as antitrust, RICO, consumer protection, and torts
claims. While Ms. O b r is t p rim a ri l y re p re s e n t s
p la in t if f s , s h e h a s a ls o represented defendants and
third parties in complex cases. She has made significant
contributions in Braden v. Wal-Mart Stores, Inc., In Re Bear
Stearns Cos. Inc. ERISA Litigation, the Washington Mutual
and J.P. Morgan pension plan litigations, In re Dry Max
Pampers Litigation, and the firm’s mortgage-related practice
area. Prior to joining Keller Rohrback, Ms. Obrist worked for
two years as a law clerk to the Hon. John C. Coughenour,
U.S. District Judge for the Western District of Washington. Ms. Obrist earned her
J.D. from the University of Nebraska, where she was Editor-in-Chief of the Nebraska
Law Review. During law school, Ms. Obrist worked at a public defender’s office
and the Nebraska Domestic Violence Sexual Assault Coalition. She also has
worked on legal issues generated by welfare reform. Ms. Obrist was named a
“Rising Star” by Washington Law and Politics in 2010. She is admitted to practice in
Washington State.




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                                                    BIOGRAPHIES



David S. Preminger
David Preminger is a partner in the firm’s Complex
Litigation Group. His practice focuses on ERISA class
action cases as well as individual benefit claims. He has
been the lead counsel or co-counsel on numerous ERISA
class action, breach of fiduciary duty cases with multimillion
dollar settlements. While perhaps divulging too much, Mr.
Preminger has been litigating ERISA cases on behalf of
employees and retirees since the Act’s passage in 1974.
He also has extensive experience litigating anti-trust, real
estate and general commercial and corporate matters. Mr.
Preminger speaks frequently on issues concerning
employee benefits litigation and is a former co-chair of the
Fiduciary Responsibility Subcommittee of the Labor and
Employment Section of the American Bar Association and
was also previously the co-chair of the Subcommittee on ERISA Preemption and the
Subcommittee on ERISA Reporting and Disclosure. Mr. Preminger has also served on
the Employee Benefits Committee of the Association of the Bar of the City of New York
and on that Association Committee on Legal Problems of the Elderly of which he was
the chair of the Subcommittee on Pension and Welfare Benefit Plans. Mr. Preminger is
also a senior editor of Employee Benefits Law (BNA), a widely used treatise on the
subject, and has written law review articles on topics concerning ERISA as well. Mr.
Preminger is also a charter member of the American College of Employee Benefits
Counsel. Criteria for membership include at least 20 years of employee benefit
experience including significant writing, lecturing and public service and recognition of
the member by his or her peers for expertise in the field and intellectual excellence.
He has also been reognized as a Suyper Lawyer in the field of employee benefits for
the last several years. Prior to joining Keller Rohrback, Mr. Preminger was a partner at
Rosen Preminger &Bloom LLP where his practice concentrated on ERISA litigation.
Mr. Preminger was previously a Supervisory Trial Attorney for the Equal Employment
Opportunity Commission, a Senior Attorney with Legal Services for the Elderly Poor
and a Reginald Heber Smith Fellow with Brooklyn Legal Services.

Mr. Preminger received his B.A. degree in mathematics from Rutgers University in
New Brunswick, NJ, and his law degree at New York University School of Law where
he was a member of the Journal of International Law & Politics. He is admitted to the
bar of the State of New York State and to the United States Supreme Court, the United
States Courts of Appeal for the Second, Fourth, Seventh, Ninth and District of
Columbia Circuits, and the United States District Courts for the Southern, Eastern,
Western and Northern Districts of New York.



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                                                  BIOGRAPHIES



Erin M. Riley
Erin Riley’s practice focuses on ERISA breach of fiduciary
duty litigation. She has successfully litigated numerous class
actions, including In re Merrill Lynch & Co., Inc. ERISA
Litigation. Ms. Riley is also actively involved in In re
Washington Mutual, Inc., et al. ERISA Litigation, In re
IndyMac ERISA Litigation, and In re Wachovia Corp. ERISA
Litigation. She graduated cum laude from the University of
Wisconsin School of Law and was a managing editor of the
Wisconsin Law Review. She received her B.A. in French and
History from Gonzaga University, where she graduated cum
laude. Ms. Riley is licensed to practice in both Washington
and Wisconsin and is a member of the American Bar
Association’s Section of Labor & Employment Law and the
Employee Benefits Committee as a plaintiff attorney. Ms.
Riley was recognized in 2009 as a “Rising Star” by Washington Law and Politics in its
annual review of the State’s legal professionals and co-authored the article “The Case
Against the Presumption of Prudence,” which was published in BNA Pension &
Benefits Daily, Sept. 10, 2010 (174 PBD, 9/10/10).




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                                                   BIOGRAPHIES



Karin B. Swope
Karin Swope practices in the firm’s nationally recognized
complex litigation group. Karin’s practice focuses on ERISA
and consumer class actions. Prior to joining the firm, Karin
litigated commercial cases, primarily in the areas of
intellectual property, and business disputes. She also has
significant experience in responding to government
enforcement activities, including white collar criminal
prosecutions, federal civil enforcement actions, and
government investigations, and has counseled clients on
internal corporate investigations.

Karin is an Associate Editor of the American Bar Association
Tort, Trial, and Insurance Practice Law Journal. She is also
an adjunct professor at Seattle University School of Law
where she teaches in the Art Law Clinic. She is a frequent speaker for Washington
State Bar Association CLE programs.

Karin clerked for the Hon. John C. Coughenour, United States District Court, District of
Western Washington from 1993 to 1995, and for the Hon. Robert E. Cowen, United
States Court of Appeals for the Third Circuit from 1995 to 1996. She graduated Phi
Beta Kappa with a B.A. in English and Political Science from Amherst College in 1987
and earned her J.D. from Columbia University School of Law in 1993, where she was
Executive Articles Editor for the Columbia Human Rights Law Review, and a Harlan
Fiske Stone Scholar and Paul Bernstein Award recipient. She has been recognized as
a “Rising Star” by Washington Law and Politics Magazine.




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        Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 30 of 33
                                                  BIOGRAPHIES



Havila Unrein
Havila Unrein practices in Keller Rohrback’s nationally
recognized complex litigation group. Havila received a
concurrent J.D./LL.M. (Tax), with honors, from the University
of Washington School of Law in 2008. During law school,
Havila provided tax and business advice to low-income
entrepreneurs and high-tech start-ups as a student in the
Entrepreneurial Law Clinic. She also served as an extern to
the Hon. Stephanie Joannides of the Anchorage Superior
Court. Prior to law school, Havila worked and studied abroad
in Russia, Azerbaijan, and the Czech Republic. She received
her B.A. in Russian Area Studies from Dartmouth College,
where she graduated magna cum laude.




Margaret E. Wetherald
Margie Wetherald is a partner of Keller Rohrback and serves
on the firm’s executive committee. Throughout her practice,
Ms. Wetherald has handled complex litigation in multiple
state and federal jurisdictions with a concentration on
commercial insurance coverage and bad faith, ERISA breach
of fiduciary duty, and class action litigation. Ms. Wetherald
has also handled mass tort litigation involving transmission of
AIDS to hemophiliacs through blood. She graduated from
Cornell Law School. Ms. Wetherald taught at the Columbus
School of Law at Catholic University in Washington, D.C.
from 1983 to 1985. She chaired the Northwest Environmental
Claims association at various times over a ten-year period
and has been a frequent author and speaker on insurance
coverage issues. She is admitted to practice in the United
States Supreme Court, the United States Court of Appeals for the Ninth Circuit, the
United States District Courts for Eastern and Western Washington and in the State
Courts in Washington and Oregon.




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        Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 31 of 33
                                                  BIOGRAPHIES



Amy Williams-Derry
Since joining Keller Rohrback’s Complex Litigation Group in
2005, Amy Williams-Derry has spearheaded numerous class
action lawsuits for the firm, specializing in ERISA litigation on
behalf of retirement plan beneficiaries and consumer
protection cases. She has litigated at both the trial and
appellate levels, and has successfully represented clients in
mediation and arbitration before the National Labor Relations
Board, the National Association of Securities Dealers, and
the New York Stock Exchange. Prior to joining Keller
Rohrback, Ms. Williams-Derry litigated in both the private and
non-profit sectors, with a diverse background in corporate
and environmental matters. Ms. Williams-Derry earned her
A.B with honors from Brown University and her J.D. from the
University of Virginia, where she served as Editor-in-Chief of
the Virginia Environmental Law Journal. She is admitted to practice in the Western and
Eastern Districts of Washington, the Eastern District of Michigan, and before the
Second and Ninth Circuit Courts of Appeal. Washington Law & Politics magazine has
named Ms. Williams-Derry a “Rising Star” among civil litigators every year from 2003
through 2009.




Michael D. Woerner
Mike Woerner joined Keller Rohrback in 1985. His practice
focuses on class action, mass tort, and cases involving
excessive fees in mutual funds and retirement accounts.
Mike was a member of the litigation team that received the
Trial Lawyers for Public Justice’s 1995 Trial Lawyer of the
Year Award for his work in In re the Exxon Valdez. He
represented hundreds of clients in multiple states injured by
fen-phen diet drugs. More recently, he has brought cases
against mutual fund investment advisers for charging
excessive fees to mutual fund investors and was co-counsel
on Jack Bogle’s (founder of Vanguard) amicus brief in the
United States Supreme Court in the case of Jones v. Harris.




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        Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 32 of 33
                                                                       BIOGRAPHIES


Additional Keller Rohrback attorneys working with the ERISA Litigation Group:


     Corporate                                Banking                     Securities
     Stephen R. Boatwright*                   Stephen R. Boatwright*      Stephen R. Boatwright*
     Alicia M. Corbett*                       Alicia Corbett*             Alicia M. Corbett*
     Glen P. Garrison                         Glen P. Garrison            Rob J. Crichton
     Scott C. Henderson                       Thomas A. Sterken           Juli E. Farris
     Amy E. Hughes                                                        Glen P. Garrison
     Robert S. Over                                                       Elizabeth A. Leland
     Thomas A. Sterken                        Bankruptcy                  Robert S. Over
     Benson D. Wong                           Deirdre Glynn Levin         William C. Smart
                                              John T. Mellen              Michael D. Woerner




     Contracts                                Employment Law              Insurance Coverage
     Rob J. Crichton                          Ian S. Birk                 Chloethiel W. DeWeese
     Mark A. Griffin                          Rob J. Crichton             Maureen M. Falecki
     Benjamin J. Lantz                        Benjamin J. Lantz           Irene M. Hecht
     John T. Mellen                           William C. Smart            Michael G. Howard
     David J. Russell                         Benson D. Wong              David J. Russell
     Mark D. Samson*                                                      Margaret E. Wetherald
     William C. Smart


                                                                          Professional Malpractice
                                                                          John Mellen




     *Admitted to practice in the State of Arizona only.




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        Case 6:08-cv-03109-GAF Document 229-9 Filed 12/02/11 Page 33 of 33
                                                  EXHIBIT J

Case 6:08-cv-03109-GAF Document 229-10 Filed 12/02/11 Page 1 of 4
                                     FIRM RESUME

       Aleshire Robb, P.C. is a three lawyer firm located in Springfield, Missouri. The

firm has been involved in class action, mass tort and complex litigation since 1998.

Notably, the firm was very active in the Fen-Phen litigation representing thousands of

individuals who were injured by the ingestion of the diet drug. The firm was designated a

“major filer” in that litigation and worked closely with Class Counsel and Seventh

Amendment Liaison Committee to bring a resolution to Fen-Phen litigation.

       In addition to diet drug litigation, the firm has also brought suit and resolved

numerous mass tort pharmaceutical cases. The firm represented individuals who were

injured from taking Baycol, Rezulin, Zyprexa and most recently Vioxx. Although small

in numbers, the firm has always been able to handle a large number of clients.

       The firm has handled numerous medical device cases from hip implants to heart

defibrillators against defendants including Sulzer, Medtronic and Guidant. Most medical

device cases have been brought in Multidistrict Litigation and have resulted in positive

results for the numerous clients represented by Aleshire Robb, P.C.

       Aleshire Robb, P.C. also has experience in food borne illness class action

litigation. The firm was the first to file cases on behalf of people exposed to salmonella

through the consumption of peanut butter in a class action suit against Conagra and

represented multiple plaintiffs of young children severely injured by E-coli exposure

from consumption of tainted raw milk.




                                                                                             1

   Case 6:08-cv-03109-GAF Document 229-10 Filed 12/02/11 Page 2 of 4
       Currently, Aleshire Robb, P.C. is representing clients in a number of class action

cases against automobile dealerships in the state of Missouri based on the theory that the

dealerships have engaged in the unauthorized practice of law by charging document

preparation fees. Aleshire Robb, P.C. is lead plaintiffs’ counsel for the following cases in

which a class has been certified: Douglas Shirley v. Reliable Chevrolet, Inc., Greene

County, Missouri, Case No. 0831-CV06082; Shaun Gentry v. Reliable Automotive, Inc.¸

Greene County, Missouri, Case No. 0831-CV06073; Ashleigh Lewellen v. Reliable

Imports and RV, Inc., Greene County, Missouri, Case No. 1031-CV11926; Jerry &

Sophie Brandon v. Van Chevrolet-Cadillac, Inc., Greene County, Missouri, Case No.

1031-CV14654; Bryant Robinson v. Jay Wolfe Imports, L.L.C., Greene County, Missouri,

Case No. 0931-CV12396; and Elite Irrigation v. Friendly Ford, Greene County,

Missouri, Case No. 0831-CV06788. A class action certification hearing is also pending

in Woodward v. Ozark Kenworth, Inc. d/b/a MHC Kenworth, Greene County, Missouri,

Case No. 1031-CV02203.

       Aleshire Robb, P.C. is also seeking class certification in a counterclaim arising

out of claims by Missouri consumers against a third-party debt buyer, style State

Financial Group, L.L.C. Assignee of Chase Bank, U.S.A. v. Henry, Greene County,

Missouri, Case No. 1031-CV18018. The firm is also bringing a class action against the

debt buyer of bankrupt Movie Gallery. Similar cases are being litigated throughout the

United States.

       Aleshire Robb, P.C. is representing the city of Branson in a suit against all the

major online travel agencies for failure to pay accommodation taxes. It is alleged that

these online travel agencies charged their customers and failed to remit to the City the



                                                                                             2

   Case 6:08-cv-03109-GAF Document 229-10 Filed 12/02/11 Page 3 of 4
accommodation taxes. The litigation is not only legally challenging but politically

challenging as the online travel agencies attempt twice a year to legislate away their

liability for the local taxes.

        Aleshire Robb, P.C. litigates complex commercial cases. In one recent case, the

firm represented a small, northwestern biotechnology company against a major U.S.

pharmaceutical company. The case involved numerous patent issues involving extremely

complex scientific and FDA approval issues. The firm sorted through all the complex

facts and ultimately resolved the case to the benefit of Aleshire Robb, P.C.’s client.

        The overwhelming conclusion when analyzing Aleshire Robb P.C.’s past

successes and current cases is that although the firm is small in numbers, the firm is large

in results. The attorneys have experience in handling large cases with numerous plaintiffs

and large cases with one plaintiff. The firm has litigated and resolved cases in spite of its

size.




                                                                                            3

   Case 6:08-cv-03109-GAF Document 229-10 Filed 12/02/11 Page 4 of 4
 Natalie Stephenson
 From:                              Natalie Stephenson
 Sent:                              Friday, December 02, 2011 4:10 PM
 To:                                'tracy_diefenbach@mow.uscourts.gov'
 Cc:                                Ondrasik, Paul; 'Hodgson, Morgan'; Serron, Eric; Sinatra, Katherine R.; Martucci, William C.;
                                    Bien, Richard N.; Moloney, James; Anderson, Robyn L.; Barrett, Shannon; Page, Kristen A.;
                                    Robb, William R.; Siedle, Ted; Eccles, Robert N.; Gretchen Obrist
 Subject:                           Braden v. Wal-Mart Stores, Inc., et al., No. 6:08-cv-3109-GAF: Proposed Orders

 Attachments:                       Proposed Preliminary Approval Order 120211.doc; Proposed Final Approval Order
                                    120211.doc


 Please see the attached Proposed Preliminary Approval Order, and Proposed Final Approval Order, relating to Plaintiffs'
 Unopposed Motion for Preliminary Approval of Class Action Settlement Agreement filed via CM/ECF today, Dkt. Nos.
 227-230.

 The Proposed Orders were attached as Exhibits 1 and 2 to the Class Action Settlement Agreement, which in turn was
 submitted as Exhibit A to the Declaration of Derek Loeser (Dkt. No. 229).




       Proposed          Proposed Final
                       Approval Order ...
Preliminary Approval ...


 Thank you.
 ----------------------------
 Natalie Stephenson
 Legal Assistant to T. David Copley and Gretchen S. Obrist
 Keller Rohrback L.L.P.

 Phone: (206) 623-1900
 Fax: (206) 623-3384
 Email: nstephenson@kellerrohrback.com

 CONFIDENTIALITY NOTE: This e-mail contains information belonging to the law firm of Keller Rohrback L.L.P., which
 may be privileged, confidential and/or protected from disclosure. The information is intended only for the use of the
 individual entity named above. If you think that you have received this message in error, please e-mail the sender. If you
 are not the intended recipient, any dissemination, distribution or copying is strictly prohibited.




                                                                    1
CM/ECF Western District of Missouri                                                      Page 1 of 3



Other Documents
6:08-cv-03109-GAF Braden v. Wal-Mart Stores Inc et al
EAPN,PHV,STAYED



                                         U.S. District Court

                                     Western District of Missouri

Notice of Electronic Filing

The following transaction was entered by Loeser, Derek on 12/2/2011 at 5:56 PM CST and filed on
12/2/2011
Case Name:           Braden v. Wal-Mart Stores Inc et al
Case Number:         6:08-cv-03109-GAF
Filer:               Jeremy Braden
Document Number: 229

Docket Text:
AFFIDAVIT re [228] Suggestions in Support of Motion, [227] MOTION for order
Preliminarily Approving Class Action Settlement and Setting Hearing for Final Approval
Declaration of Derek W. Loeser by Jeremy Braden. (Attachments: # (1) Exhibit A:
Settlement Agreement, # (2) Exhibit B: 2009 Form 5500 for Wal-Mart Plan, # (3) Exhibit C:
ML00005918, # (4) Exhibit D: WAL067943, # (5) Exhibit E: WAL067652, # (6) Exhibit F:
Tussey v. ABB Transcript, # (7) Exhibit G: List of Judicial Opinions Granting Class
Certification, # (8) Exhibit H: List of ERISA Cases, Keller Rohrback as Lead Counsel, #
(9) Exhibit I: Keller Rohrback Firm Resume, # (10) Exhibit J: Aleshire Robb Firm
Resume)(Related document(s)[228], [227]) (Loeser, Derek)


6:08-cv-03109-GAF Notice has been electronically mailed to:

Derek W. Loeser      dloeser@kellerrohrback.com

Edward H. Siedle       esiedle@aol.com

Eric Serron   eserron@steptoe.com

Gretchen Freeman Cappio gcappio@KellerRohrback.com, cbrewer@kellerrohrback.com,
mbates@KellerRohrback.com

Gretchen S. Obrist     gobrist@kellerrohrback.com, nstephenson@kellerrohrback.com

James Moloney , V jmoloney@lathropgage.com, cmueller@lathropgage.com,
lrittenhouse@lathropgage.com

Katherine R. Sinatra     ksinatra@shb.com, egillis@shb.com, lkirby@shb.com

Lynn Lincoln Sarko       lsarko@KellerRohrback.com, cengle@KellerRohrback.com



https://ecf.mowd.uscourts.gov/cgi-bin/Dispatch.pl?385163035224754                         12/2/2011
CM/ECF Western District of Missouri                                                        Page 2 of 3




Michael Woerner         mwoerner@KellerRohrback.com, mbates@KellerRohrback.com

Morgan D. Hodgson         mhodgson@steptoe.com, msherman@steptoe.com

Paul J. Ondrasik , Jr     pondrasi@steptoe.com, mkepniss@steptoe.com, rjenny@steptoe.com

Richard N Bien     rbien@lathropgage.com, asmith@lathropgage.com

Robert N. Eccles    beccles@omm.com

Robyn L. Anderson        randerson@lathropgage.com, bhicks@lathropgage.com

Shannon Barrett     sbarrett@omm.com

William R Robb      info@aleshirerobb.com

6:08-cv-03109-GAF It is the filer's responsibility for noticing the following parties by other means:

The following document(s) are associated with this transaction:

Document description:Main Document
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Electronic document Stamp:
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Document description:Exhibit A: Settlement Agreement
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Electronic document Stamp:
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Document description:Exhibit B: 2009 Form 5500 for Wal-Mart Plan
Original filename:n/a
Electronic document Stamp:
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Document description:Exhibit C: ML00005918
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Electronic document Stamp:
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Document description:Exhibit D: WAL067943
Original filename:n/a
Electronic document Stamp:
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[45ed797639db7a0e4f844e675eea55e9b5959ab272d5d7004054d8149d151ae53354b
dc1415465c954cce7e12779cc31284e6dea622ebc40664258ce63a5ea77]]



https://ecf.mowd.uscourts.gov/cgi-bin/Dispatch.pl?385163035224754                           12/2/2011
CM/ECF Western District of Missouri                                                      Page 3 of 3



Document description:Exhibit E: WAL067652
Original filename:n/a
Electronic document Stamp:
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fbda5718eb3a81bb319caba0396b03ceb31fd54a177e797bbd3e9bc684a]]
Document description:Exhibit F: Tussey v. ABB Transcript
Original filename:n/a
Electronic document Stamp:
[STAMP MOWDStamp_ID=875559776 [Date=12/2/2011] [FileNumber=3621416-6]
[51bc9aa894cdf43fd13e5c975044c47e10a829721389689ba4a2af232cf62eb852230
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Document description:Exhibit G: List of Judicial Opinions Granting Class Certification
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Electronic document Stamp:
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Document description:Exhibit H: List of ERISA Cases, Keller Rohrback as Lead Counsel
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Electronic document Stamp:
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Document description:Exhibit I: Keller Rohrback Firm Resume
Original filename:n/a
Electronic document Stamp:
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Document description:Exhibit J: Aleshire Robb Firm Resume
Original filename:n/a
Electronic document Stamp:
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https://ecf.mowd.uscourts.gov/cgi-bin/Dispatch.pl?385163035224754                         12/2/2011

				
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