UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

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1 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION IN RE SEARS, ROEBUCK AND CO. ) SECURITIES LITIGATION ) No. 02 C ) Judge Elaine E. Bucklo THIS DOCUMENT RELATES TO: ) ALL ACTIONS ) STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement (the "Stipulation") is submitted pursuant t o Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval of the Court, thi s Stipulation is entered into among the Cou rt-appointed Lead Plaintiff and Class Representative, the Department of the Treasury of the State of New Jersey and its Division of Investment, on behalf of itself and the Class (as hereinafter defined) and Defendants Sears Roebuck and Co. ("Sears"), Alan J. Lacy, Glenn R. Richter, Paul J. Liska, Thomas E. Bergmann, Kevin T. Keleghan and K.R. Vishwanath (the "Individual Defendants") (Sears and the Individual Defendants are collectively referred to hereinafter as the "Defendants "), by and through their respective counsel. WHEREAS : A. Beginning on October 18, 2002, eleven class actions alleging violations of federal securities laws - Craig v. Sears Roebuck and Co.. et al., No. 02 C 7527 ; Kakkar v. Sears Roebuck and Co., et al., No. 02 C 7619 ; McDaid v. Sears Roebuck and Co., et al., No. 02 C 7653 ; Schmerler v. Sears Roebuck and Co., et al., No. 02 C 7659 ; House of Israel v. Sears Roebuck and Co., et al., No. 02 C 7706 ; Fink v. Sears Roebuck and Co., et al., No. 02 C 8074 ; Barrett v. Sears Roebuck and Co., et al., No. 02 C 8311; Market Street Securities Inc. v. Sear s Roebuck and Co., et al., No. 02 C 8707 ; Kidd v. Sears Roebuck and Co., et al., No. 02 C 8806;

2 The Dept. of the Treasury of the State of New Jersey and its division of Investment v. Sears Roebuck and Co., et al., No. 02 C 9054; and Gottlieb v. Sears Roebuck and Co., et al., No. 02 C were filed in this Court and were subsequently consolidated under the caption above, and are hereinafter referred to as the "Action" ; B. The Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws dated June 16, 2003 (the "Complaint") filed in the Action generally alleges, among other things, that Defendants issued materially false and misleading press releases and other statements regarding Sears' financial condition during the Class Period - October 24, 2001 through and including October 17, in a scheme to artificially inflate the value of Sears securities ; C. The Complaint further alleges that Lead Plaintiff and other Class Members purchased Sears securities during the Class Period at prices artificially inflated as a result of the Defendants' dissemination of materially false and misleading statements regarding Sears in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule lob-5 promulgated thereunder; D. On July 16, 2003, the Defendants moved to dismiss the Complaint. By Order dated October 23, 2003, the Court denied the Defendants' motions to dismiss. This ruling assumed the truth of the allegations of the Complaint and did not make factual findings ; E. On November 14, 2003, the Defendants answered the Complaint, denying all allegations of wrongdoing and asserting affirmative defenses. Defendants continue to maintain that they are not liable to Lead Plaintiff or other Class Members ; F. By Order dated February 2, 2004, the Court certified the Action as a class action on behalf of a class (the "Class") consisting of all purchasers of the securities of Sears, Roebuc k -2-

3 and Co. between October 24, 2001 and October 17, 2002, inclusive. Excluded from the Class are defendants, the officers and directors of Sears at all relevant times, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants have or had a controlling interest. A notice of the pendency of this Action (the "Notice of Pendency") dated March 18, 2005 was mailed to Class Members (as defined herein) beginning on March 18, 2005 and a summary notice was published in the national edition of The Wall Street Journal on March 25, In response to the Notice of Pendency, five hundred forty-two persons and entities elected to exclude themselves from the Class. Those persons and entities are listed on Exhibit 1 to Exhibit B of the Stipulation and are excluded from the Class ; G. The Defendants deny any wrongdoing whatsoever and this Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of an y Defendant with respect to any claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have asserted. The parties to this Stipulation recognize that the litigation has been filed by Plaintiffs and defended by Defendants in good faith and with adequate basis in fact under Federal Rule of Civil Procedure 11, that the litigation is being voluntarily settled after advice of counsel, and that the terms of the settlement are fair, adequate and reasonable. H. Lead Plaintiff's Counsel have conducted an investigation relating to the claim s and the underlying events and transactions alleged in the Complaint. Lead Plaintiff's Counsel have analyzed the evidence adduced during pretrial document and deposition discovery, have consulted with experts on issues relating to liability and damages and have researched the applicable law with respect to the claims of Lead Plaintiff and the Class against the Defendants and the potential defenses thereto ; -3-

4 I. With the assistance of retired United States District Judge Nicholas H. Politan acting as a mediator, Lead Plaintiff, by its counsel, has conducted extensive discussions and arm's length negotiations with counsel for Defendants over an 18 month period with respect to a compromise and settlement of the Action with a view to settling the. issues in dispute and achieving the best relief possible consistent with the interests of the Class ; J. Lead Plaintiff in this action, the Department of the Treasury (the "Department" ) of the State of New Jersey and its Division of Investment, have experience serving as lead plaintiff in a number of class actions alleging violations of the federal securities laws. The New Jersey Office of the Attorney General (including various duly authorized assistant and deputy attorneys general) provides legal representation to the Department pursuant to N.J.S.A. 52 :17B-1 et seq., and Executive Order No. 6 issued on March 14, 1990, 22 N.J.R. 1013, in connection with supervising and monitoring the litigation of this matter by outside counsel on behalf of the Department and the Class consistent with the PSLRA. In addition, a retired New Jersey State Court Judge was specially retained by the Office of the Attorney General to assist in supervising the litigation of this action. The settlement reflected in this Stipulation was reached only after several protracted mediation sessions, the most recent of which was held in March 2006 and was personally attended by a deputy attorney general, and only after numerous internal consultations and deliberations among the Department and the attorneys from the New Jersey Office of the Attorney General who have supervised the conduct of this action. The text of this Stipulation and exhibits thereto have been internally reviewed and approved by senior staff within the Department and by the New Jersey Office of the Attorney General, who strongly recommend and endorse this Stipulation of Settlement as being fair, reasonable and in the best interests of the Class; and -4-

5 K. Based upon their investigation and pretrial discovery as set forth above, Lead Plaintiffs Counsel and Lead Plaintiff have concluded that the terms and conditions of this Stipulation are fair, reasonable and adequate to Lead Plaintiff and the Class, and in their best interests, and have agreed to settle the claims raised in the Action pursuant to the terms and provisions of this Stipulation, after considering (a) the substantial benefits that Lead Plaintiff and the members of the Class will receive from settlement of the Action, (b) the attendant risks of litigation, and (c) the desirability of permitting the Settlement to be consummated as provided by the terms of this Stipulation. NOW THEREFORE, it is hereby STIPULATED AND AGREED, by and among th e parties to this Stipulation, through their respective attorneys, subject to approval ofthe Court pursuant to Rule 23 (e) of the Federal Rules of Civil Procedure, in consideration of the benefits flowing to the parties hereto from the Settlement, that all Settled Claims (as defined below) as against the Released Parties (as defined below) and all Settled Defendants' Claims (as defined below) shall be compromised, settled, released and dismissed with prejudice, upon and subject to the following terms and conditions : CERTAIN DEFINITIONS 1. As used in this Stipulation, the following terms shall have the following meanings: (a) "Authorized Claimant" means a Class Member who submits a timely and valid Proof of Claim form to the Claims Administrator. (b) "Settlement Amount" means the amount specified in paragraph 4 hereof. (c) "Claims Administrator" means The Garden City Group, Inc. -5-

6 (d) "Class" means all purchasers of the securities of Sears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. Excluded from the Class are defendants, the officers and directors of Sears at all relevant times, members of their immediat e families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants have or had a controlling interest. Also excluded from the Class are the persons and/or entities who previously excluded themselves from the Class by filing a request for exclusion in response to the Notice of Pendency, as listed on Exhibit 1 to Exhibit B annexe d hereto. "Class Member" means a member of the Class. (e) "Class Period" means the period of time between October 24, 2001 an d October 17, 2002, inclusive. (f) "Defendants" means Sears and the Individual Defendants. (g) "Defendants' Counsel" means the law firms of Wachtell, Lipton, Rosen & Katz and Sonnenschein Nath & Rosenthal LLP for Defendants Sears, Alan J. Lacy, Glenn R. Richter, Paul J. Liska, and Thomas E. Bergmann, and the law f= of Sidley Austin LLP for Defendants Kevin T. Keleghan and K.R. Vishwanath. (h) "Effective Date" means the date upon which the Settlement contemplate d by this Stipulation shall become effective, as set forth in paragraph 18 below. (i) "Escrow Account" means an escrow account set up and maintained by Lead Plaintiff's Counsel for the benefit of the Class, pursuant to an escrow agreement to be negotiated between the parties and their respective counsel. (j) "Escrow Agent" means the escrow agent to be appointed pursuant to a n escrow agreement to be negotiated between the parties and their respective counsel. -6-

7 (k) "Final Approval" means approval of the Settlement, such that the Effective Date has occurred, as set forth in paragraph 18 below. (1) "Gross Settlement Fund" means the Settlement Amount upon receipt by the Escrow Agent, plus any income or interest earned thereon. (m) "Individual Defendants" means Alan J. Lacy, Glenn R. Richter, Paul J. Liska, Thomas E. Bergmann, Kevin T. Keleghan and K.R. Vishwanath. (n) "Initial Distribution" means the first distribution of the Net Settlement Fund to all Authorized Claimants pursuant to the Class Distribution Order as described i n paragraph 12 below. (o) "Lead Plaintiffs Counsel" means the law firm of Milberg Weiss Bersha d & Schulman LLP. (p) "Net Settlement Fund" has the meaning defined in paragraph 5 hereof. (q) "Order and Final Judgment" means the proposed order to be entere d approving the Settlement in all material respects in the form attached hereto as Exhibit B. (r) "Order for Notice and Hearing" means the proposed order preliminarily approving the Settlement and directing notice thereof to the Class in all material respects in th e form attached hereto as Exhibit A. (s) "Plaintiffs' Counsel" means Lead Plaintiff's Counsel and all other counse l representing Class Member Plaintiffs in the Action. (t) "Publication Notice" means the summary notice of proposed Settlement and hearing for publication in all material respects in the form attached as Exhibit 3 to Exhibit A. (u) "Released Parties" means any and all of the Defendants, their past or present subsidiaries, parents, affiliates, successors and predecessors, and the officers, directors, -7-

8 agents, employees, attorneys, auditors, accountants, insurers and re-insurers, legal representatives, heirs, executors, administrators, successors in interest or assigns of any of the foregoing. (v) "Settled Claims" means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses, amounts, or liability whatsoever), whether based on federal, state, local, statutory or common law or an y other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class or individual in nature, including both known claims and Unknown Claims (as defined below) (i) that have been asserted in the Action against any of the Released Parties or (ii) that could have been asserted in the Action or in any forum by the Class members or any of them, or by their heirs, agents, executors, administrators, beneficiaries, predecessors, successors or assigns (in their capacities as such), against any of the Released Parties, which arise out of or are related to (x) the allegations, transactions, facts, matters or occurrences, representations or omissions, including any public statement by any Defendant during the Class Period, involved, set forth, or referred to in the Complaint, and (y) any purchase or sale of the securities of Sears or rights to purchase or sell such securities during the period October 24, 2001 through October 17, 2002 (provided, however, that "Settled Claims" does not mean or include claims asserted by or on behalf of purchasers of Sears Roebuck Acceptance Corp. debt securities in Thomas G. Ong v. Sears, Roebuck and Co. et al., No. 03 C (N.D. Ill.), claims under the Employee Retirement Income Security Act (` ERISA") which are not common to all Class Members, and claims asserted in In re Sears, Roebuck and Co. ERISA Litigation, No. 02 C 8324 (N.D. Ill.) ("ERISA -8-

9 Litigation"), except that no double recovery may be obtained in the ERISA Litigation by any member of the Class for the same claims or injury alleged in this Action). (w) "Settled Defend ants' Claims" means any and all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statuto ry or common law or any other law, rule or regulation, including both known claims and Unknown Claims, that have been or could have been asserted in the Action or any forum by the Defendants or any of them, or their heirs, agents, executors, administrators, beneficiaries, predecessors, successors or assigns (in their capacities as such), against any of the Lead Plaintiff, Class Members or their attorneys, which arise out of or relate in any way to the institution, prosecution, or settlement of the Action (except for claims to enforce the Settlement). (x) "Settlement" me ans the settlement contemplated by this Stipulation. (y) "Settlement Notice" means the Notice of Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairness Hearing, which is to be sent to members of the Class in all mate rial respects in the form attached hereto as Exhibit 1 to Exhibit A. (z) "Unknown Claims" means any and all Settled Claims which Lead Plaintiff or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and any Settled Defendants' Claims which any Defendant does not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled Defendants' Claims, the parties stipulate and agree that upon the Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each Class Member shall be deemed to have waived, and by operation of the Judgment shall have expressl y -9-

10 waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code 1542, which provides : A general release does not extend to claims which th e creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Lead Plaintiff and Defendants acknowledge, and Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Settled Claims and Settled Defendants' Claims was separately bargained for and was a key element of the Settlement. SCOPE AND EFFECT OF SETTLE MENT 2. The obligations incurred pursuant to this Stipulation shall be in full and final disposition of the Action and any and all Settled Claims as against all Released Parties and any and all Settled Defendants' Claims. 3. (a) Upon the Effective Date of this Settlement, Lead Plaintiff and members of the Class, on behalf of themselves, their heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns (in their capacities as such), shall, with respect to each and every Settled Claim, release and forever discharge, and shall forever be enjoined fro m prosecuting, any Settled Claims against any of the Released Parties. In addition the Order and Final Judgment shall provide that all Class Members covenant not to sue any of the Released Parties directly, indirectly, or derivatively with respect to any of the Settled Claims (except that such covenant shall not prevent any derivative plaintiff in an action that was pending on May 17, 2006 from continuing to assert such derivative claim). -10-

11 (b) Upon the Effective Date of this Settlement, each of the Defendants, on behalf of themselves, their heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns (in their capacities as such), shall release and forever discharge each and every of the Settled Defendants' Claims, and shall forever be enjoined from prosecuting the Settled Defendants' Claims against Lead Plaintiff, all Class Members and their respective counsel. THE SETTLEMENT CONSIDERATION 4. (a) Sears shall pay (or cause to be paid) to the Escrow Account, within five (5) business days of entry by the District Court of the Order and Final Judgment granting its approval of the settlement in'this action, the following amount (the "Settlement Amount"): $215,000, (two hundred and fifteen million US dollars) in cash, plus an amount equal to interest thereon for the period beginning on the earlier of (i) the date of entry of an Order by the District Court preliminarily approving the proposed settlement and directing that Notice of the proposed settlement be issued (the "Preliminary Approval Date") or (ii) August 15, 2006, and ending on the date that the settlement is actually funded, at the interest rate earned by 90-day U.S. Treasury bills over the same period. In the event that there is any non-payment of the Settlement Amount when due, in addition to any other remedies available to Lead Plaintiff, Lead Plaintiff shall be entitled to elect to terminate the settlement, and move to have the Judgment vacated and the Action reinstated and the Parties returned to their rights and positions as of th e date hereof, and Defendants shall consent to such motion. In the event the Settlement is not approved, does not receive Final Approval, or is terminated for any other reason, the Settlement Amount will be repaid in full (including any interest accrued thereon but less any taxes paid or payable thereon) to the parties who made payment into the Escrow Account (Sears, its insurers, -11-

12 and any other party making any such payment) on a pro rata basis according to the amount of their respective contributions within five (5) business days of the date upon which the Settlement is terminated. (b) Sears shall also pay (or cause to be paid) all reasonable costs and expense s of class notice and settlement administration (the "Additional Settlement Consideration") and shall make such payments as reasonably necessary to effectuate notice and related administration costs beginning promptly after the Preliminary Approval Date. In the event that the settlement does not receive Final Approval or does not otherwise become effective, Sears shall remain liable for all reasonable costs and expenses of notice or administration actually incurred, and shall not be entitled to return of any sums advanced or paid for that purpose (unless not incurred or spent). Lead Plaintiff's Counsel shall designate the settlement claims administrator, subject to Court approval and to approval by Sears following disclosure to Sears of the terms on which the proposed administrator will be engaged. 5. (a) The Gross Settlement Fund, net of any Taxes (as defined below) on the income thereof, shall be first used to pay the attorneys' fee and expense award referred to in paragraph 6 hereof. The balance of the Gross Settlement Fund shall be the "Net Settlement Fund." The Net Settlement Fund shall be distributed to the Authorized Claimants as provided in paragraph 9 hereof. Any sums required to be held in escrow hereunder prior to the Effective Date shall be held in the Escrow Account. All funds held in the Escrow Account shall b e deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds shall be distributed or returned to the persons paying the same pursuant to this Stipulation and/or further order of the Court. The Escrow Agent shall invest any funds in excess of $100,000 in short term United States Agency or Treasury Securities (or a -12-

13 mutual fund invested solely in such instruments), and shall collect and reinvest all interest accrued thereon in the same manner. Any funds held in escrow in an amount of less than $100,000 may be held in a bank account insured by the FDIC. (b) All (i) taxes on or with respect to the Gross Settlement Fund (including any taxes on the income of the Gross Settlement Fund and any interest or penalties owed to a taxing authority) and (ii) expenses and costs incurred in connection with the taxation of the Gross Settlement Fund (including, without limitation, expenses of tax attorneys and accountants) (collectively "Taxes") shall be timely paid out of the Gross Settlement Fund by the Escrow Agent, at the direction of the Claims Administrator, without prior Order of the Court. The parties hereto agree that the Gross Settlement Fund is intended to be a Qualified Settlement Fund within the meaning of Treasury Regulation 1.468B-1. The Claims Administrator is hereby designated as administrator of the Gross Settlement Fund within the meaning of Treasury Regulation 1.468B-2(k)(3) and shall be responsible for obtaining a taxpayer identification number for the Gross Settlement Fund, filing all tax returns (including information returns) for the Gross Settlement Fund, paying from the Gross Settlement Fund any Taxes owed with respect to the Gross Settlement Fund and otherwise complying with the Treasury Regulations applicable to Qualified Settlement Funds. The Defendants and their counsel shall have no responsibility or liability for payment of any Taxes owed with respect to the Gross Settlement Fund or the timely filing, preparation or distribution of any return or other document relating to any Taxes. The parties hereto agree that the Gross Settlement Fund, upon funding, shall be treated as a Qualified Settlement Fund from the earliest date possible, and agree to any relation-back election required to treat the Gross Settlement Fund as a Qualified Settlement Fund from the earliest date possible. -13-

14 After written request by the Claims Administrator, Defendants agree to provide promptly to the Claims Administrator the statement described in Treasury Regulation 1.468B-3(e). ATTORNEYS' FEES AND EXPENSES 6. (a) Lead Plaintiff's Counsel will apply to the Court for an award from the Gross Settlement Fund of attorneys' fees and reimbursement of expenses. Notice of such application shall be included in the Settlement Notice. Such amounts as are awarded by the Court shall be payable from the Gross Settlement Fund to Lead Plaintiff's Counsel immediately upon award, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Lead Plaintiffs Counsel's obligation to make appropriate refunds or repayments to the Gross Settlement Fund plus accrued interest at the same net rate as is earned by the Gross Settlement Fund, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or cost award is reduced or reversed. For the fee award to be paid prior to the Effective Date, Lead Plaintiff's Counsel must first provide to Defendants' Counsel a Standby Letter of Credit, payable to the account in which the Gross Settlement Fund is held, from a major New York money center bank securing the repayment of such fees (with interest at the same rate as is earned on the balance of the settlement fund) if the settlement is not finally approved, or is terminated for any reason as provided in this Stipulation, or the fee award is later modified or reversed for any reason. Such Standby Letter of Credit shall be in the face amount of 110 percent of the amount of the attorneys' fee award to be paid prior to the Effective Date, and shall be in form and substance reasonably acceptable to Sears. In the event that the Settlement becomes Final before the attorneys' fee award is final and non-appealable, then promptly following the Effective Date, Defendants' Counsel shall deliver the Standby Letter o f -14-

15 Credit to the Lead Plaintiff by overnight express delivery to the Office of the Attorney Genera l of the State of New Jersey. (b) Lead Plaintiff's Counsel will also apply to the Court to award fro m the Gross Settlement Fund a payment to the Lead Plaintiff and Class Representative, Th e Department of the Treasury of the State of New Jersey and its Division of Investment and the Office of the Attorney General of the State of New Jersey, for the reasonable costs and expense s (including lost wages) directly relating to its representation of the Class, including thei r participation in and supervision of the litigation and the settlement negotiations. Notice of such application shall be included in the Settlement Notice. ADMINISTRATION 7. The Claims Administrator shall administer the Settlement subject to the jurisdiction of the Court. The Claims Administrator, in accordance with the terms and conditions specified below, shall process the Proofs of Claim and, after entry of the Class Distributio n Order (as defined in paragraph 12 below), distribute the Net Settlement Fund to the Authorize d Claimants. Except for the obligation to pay the Settlement Amount and the Additional Settlement Consideration, Defendants and other Released Parties, including their respective insurers, shall have no liability, obligation or responsibility for the administration of the Settlement or disbursement of the Net Settlement Fund. 8. For purposes of determining the extent, if any, to which a Class Member shall b e entitled to be treated as an Authorized Claimant, the following conditions shall apply : (a) Each Class Member shall be required to submit a Proof of Claim (se e attached Exhibit 2 to Exhibit A), supported by such documents as are designated therein, -15-

16 including proof of the transactions claimed and the losses incurred thereon, or such other documents or proof as the Claims Administrator, in its discretion, may deem acceptable ; (b) All Proofs of Claim must be submitted by the date specified in the Notice unless such period is extended by Order of the Court. Any Class Member who fails to submit a Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this Stipulation (unless, by Order of the Court, a later submitted Proof of Claim by such Clas s Member is approved), but shall in all other respects be bound by all of the terms of this Stipulation and the Settlement including the terms of the Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Settled Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a Proof of Claim shall be deemed to have bee n submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted when actually received by the Claims Administrator; (c) Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator, who shall determine in accordance with this Stipulation and the approved Plan of Allocation the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to subparagraph (f) below; (d) Lead Plaintiff's Counsel shall have the right, but not the obligation, to advise the Claims Administrator to waive what Lead Plaintiff's Counsel deem to be formal or technical defects in any Proofs of Claim submitted in the interests of achieving substantial justice; -16-

17 (e) Proofs of Claim that do not meet the submission requirements may be rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate with the Claimant in order to attempt to remedy the curable deficiencies in the Proofs of Claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, each Claimant whose Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the Claimant whose claim is to be rejected has the right to a review by the Court if the Claimant so desires and complies with the requirements of subparagraph (f) below; and (f) If any Claimant whose claim has been rejected in whole or in part desire s to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of the notice required in subparagraph (e) above, serve upon the Claims Administrator a notice and statement of reasons indicating the Claimant's grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, Lead Plaintiff's Counsel shall thereafter present the request for review to the Court. 9. Each Authorized Claimant shall be allocated a pro rata share of the Ne t Settlement Fund based on his, her or its Recognized Claim (as defined in the Plan of Allocation described in the Notice annexed hereto as Exhibit 1 to Exhibit A, or in such other plan of allocation as the Court approves) compared to the total Recognized Claims of all Authorized Claimants. The Claims Administrator shall make such determinations and the defendants shall have no involvement in reviewing or challenging claims. 10. All proceedings with respect to the administration, processing and determination of claims described by paragraph 8 of this Stipulation and the determination of all controversie s -17-

18 relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. 11. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the Claimant's claim, and the claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that Claimant's status as a Class Member and the validity and amount of th e Claimant's claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with processing of the Proofs of Claim. 12. Plaintiffs' Counsel will apply to the Court, on notice to Defendants' Counsel, fo r an order (the "Class Distribution Order") approving the Claims Administrator's administrative determinations concerning the acceptance and rejection of the claims submitted herein, and, if the Effective Date has occurred, directing the Initial Distribution of the Net Settlement Fund to all Authorized Claimants. 13. The Net Settlement Fund shall be distributed to Authorized Claimants by th e Claims Administrator only after the Effective Date and after: (i) all Claims have been processed, and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance ; (ii) all objections with respect to all rejected or disallowed claims have been resolved by the Court, and all appeals therefrom have been resolved or the time therefor has expired ; (iii) all matters with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all appeals therefrom have been resolved or the time therefor has expired; and (iv) all costs of administration have been paid. -18-

19 14. If any funds remain in the Net Settlement Fund by reason of un-cashed distributions or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distributions, any balance remaining in the Net Settlement Fund one (1) year after the Initial Distribution of such funds shall be re-distributed to Class Members who have cashed their initial distributions and who would receive at least $10.00 from such redistribution, after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund for such re-distribution. If after six months after such re-distribution any funds shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, not-for-profit, 501(c)(3) organization(s) to be designated by the Court after twenty (20) days prior notice to the Lead Plaintiff and Sears, each of which may suggest to the Court one or more such organizations for the Court's selection, but the Court shall not be limited to such suggested organizations. 15. Payment pursuant to this Stipulation shall be deemed final and conclusive agains t all Class Members. All Class Members whose claims are not approved by the Court shall be barred from participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Settled Claims. TERMS OF ORDER FOR NOTICE AND HEARING 16. Promptly after this Stipulation has been fully executed, Plaintiffs' Counsel and Defendants' Counsel jointly shall apply to the Court for entry of a Preliminary Order for Notice and Hearing, in all material respects in the form annexed hereto as Exhibit A. -19-

20 TERMS OF ORDER AND FINAL JUDGMEN T 17. If the Settlement contemplated by this Stipulation is approved by the Court, counsel for the parties shall request that the Court enter an Order and Final Judgment, in all material respects in the form annexed hereto as Exhibit B. EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATIO N 18. The "Effective Date" of Settlement shall be the date when all the following shall have occurred: (a) approval by the Court of the Settlement, following notice to the Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure ; and (b) entry by the Court of an Order and Final Judgment, in all material respects in the form set forth in Exhibit B annexed hereto, and the expiration of any time for appeal or review of such Order and Final Judgment, or, if any appeal is filed and not dismissed, after such Order and Final Judgment is upheld on appeal in all material respects and is no longer subject to review upon appeal or review by writ of certiorari, or, in the event that the Court enters an order and final judgment in a form other than that provided above ("Alternative Judgment") and none of the parties hereto elect to terminate this Settlement, the entry by the Court of such Alternative Judgment and the expiration of time for, and the completion of, any appellate proceedings sufficient for the Alternative Judgment to become final and no longer subject to appeal or review. 19. Any proceeding or order, or any appeal or petition for a writ of certiorari pertaining solely to any plan of allocation and/or application for attorneys' fees, costs or expenses, shall not in any way delay or preclude the Effective Date. -20-

21 20. Defendants ' Counsel or Lead Plaintiff's Counsel shall have the right to terminate the Settlement and this Stipulation by providing written notice of their election to do so ("Termination Notice") to all other parties hereto within thirty (30) days of. (a) the Court's declining to enter the Order for Notice and Hearing in any material respect; (b) the Court's refusal to approve this Stipulation or any material part of it; (c) the Court's declining to enter the Order and Final Judgment in any material respect; (d) the date upon which the Order and Final Judgment is modified or reversed in any mate rial respect by the Court of Appeals or the Supreme Court; or (e) the date upon which an Alternative Judgment is modified or reversed in any material respect by the Court of Appeals or the Supreme Court. 21. Except as otherwise provided herein, in the event the Se ttlement is terminated, then the parties to this Stipulation shall be deemed to have reverted to their respective status in the Action as it existed as of May 17, 2006, the date of the Memorandum of Understanding, and, except as otherwise expressly provided, the parties shall proceed in all respects as if this Stipulation and any related orders had not been entered, and any portion of the Settlement Amount previously paid by Defendants, together with any interest earned thereon, less any Taxes due with respect to such income, shall be returned to the parties paying the same on a pro rata basis according to their respective contributions within five (5) business days of the date upon which the Settlement is terminated. Sears shall remain liable for all reasonable costs and expenses of notice or administration actually incurred, and shall not be entitled to return of any sums advanced or paid for that purpose (unless not incurred or spent). NO ADMISSION OF WRONGDOIN G 22. This Stipulation, whether or not consummated, and any proceedings taken pursuant to it : -21-

22 (a) shall not be offered or received against the Defendants or any other Released Party as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any of the Defendants with respect to the truth of any fact alleged by any of the plaintiffs or the validity of any claim that has been or could have been asserted in the Action or in any litigation, or the deficiency of any defense that has been, could have been or could be asserted in the Action or in any proceeding, or of any liability, negligence, fault, or wrongdoing of the Defendants ; (b) shall not be offered or received against the Defendants or any other Released Party as evidence of a presumption, concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by any Defendant or any of the Released Parties ; (c) shall not be offered or received against the Defendants or any othe r Released Party as evidence of a presumption, concession or admission with respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as against any of the Defendants or Released Parties, in any other civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of this Stipulation; provided, however, that if this Stipulation is approved by the Court, Defendants or Released Parties may refer to it to effectuate the liability protection granted them hereunder; (d) shall not be construed against the Defendants or any other Released Party as an admission or concession that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial or of the validity of any claims in the Action or of any wrongdoing ; and -22-

23 (e) shall not be construed as or received in evidence as an admission, concession or presumption against Lead Plaintiff or any of the Class Members that any of thei r claims are without merit, or that any defenses asserted by the Defendants or any other Release d Party have any merit, or that damages recoverable under the Complaint would not have exceede d the Gross Settlement Fund. MISCELLANEOUS PROVISION S 23. All of the exhibits attached hereto are hereby incorporated by reference as though fully set forth herein. 24. Lead Plaintiff and its Counsel represent that to the best of their knowledge there are no exclusion requests beyond those reported by The Garden City Group, Inc. in its report dated March 29, 2006, annexed hereto as Exhibit 1 to Exhibit B. 25. Each Defendant contributing to the Settlement Amount warrants as to himself, herself or itself that, as to the payments made by or on behalf of him, her or it, at the time of such payment that the Defendant made or caused to be made pursuant to paragraph 4 above, he, she or it was not insolvent, nor did nor will the payment required to be made by or on behalf of him, her or it render such Defendant insolvent, within the meaning of and/or for the purposes of th e United States Bankruptcy Code, including 101 and 547 thereof. This warranty is made by each such Defendant and not by such Defendant's Counsel. 26. In the event that prior to the occurrence of the Initial Distribution of the Ne t Settlement Fund to Authorized Claimants, a case is commenced in respect of any Defendant contributing to the Settlement Amount (or any insurer contributing funds to the Settlemen t Amount on behalf of any Defendant) under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver or conservator is appointed under any similar law, and in the event of the entry -23-

24 of a final order of a court of competent jurisdiction determining the transfer of money to the Gross Settlement Fund or any portion thereof by or on behalf of such Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction and the Initial Distribution of the Net Settlement Fund has not been made and such Net Settlement Fund is stil l held in escrow and is required to be returned, and such amount is not promptly deposited to the Gross Settlement Fund by others, then, at the election of Lead Plaintiff and Lead Plaintiff's Counsel, the parties shall jointly move the Court to vacate and set aside the releases given and Judgment entered in favor of the Defendants pursuant to this Stipulation, which releases and Judgment shall be null and void, and the Settlement shall be terminated, and the parties shall be restored to their respective positions in the litigation as of May 17, 2006 and any amounts in the Gross Settlement Fund shall be returned as provided in paragraph 21 above. 27. The parties to this Stipulation intend the Settlement to be a final and complet e resolution of all disputes asserted or which could be asserted by the Class Members against the Released Parties with respect to the Settled Claims. Accordingly, Lead Plaintiff and Defendants agree not to assert in any forum that the litigation was brought by plaintiffs or defended by Defendants in bad faith or without a reasonable basis. The parties hereto shall assert no claims of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the prosecution, defense, or settlement of the Action. The parties agree that the amount paid and the other terms of the Settlement were negotiated at arm's length in good faith by the parties, and reflect a settlement that was reached voluntarily after consultation with experienced legal counsel and with the assistance of an experienced mediator, the Honorable Nicholas Politan (U.S.D.J., ret.). 28. The Plan of Allocation proposed in the Notice is not a necessary term of this Stipulation and it is not a condition of this Stipulation that any particular plan of allocation b e -24-

25 approved. The Released Parties take no position and will have no responsibility with respect t o such plan ofallocation as the Court approves. 29. This Stipulation may not be modified or amended, nor may any of its provision s be waived except by a writing signed by all parties hereto or their successors-in-interest. 30. The headings herein are used for the purpose of convenience only and are no t meant to have legal effect. 31. The administration and consummation of the Settlement as embodied in thi s Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction for th e purpose of entering orders providing for awards of attorneys' fees and expenses to Plaintiffs ' Counsel and enforcing the terms of this Stipulation. 32. The waiver by one party of any breach of this Stipulation by any other party shal l not be deemed a waiver of any other prior or subsequent breach of this Stipulation. 33. This Stipulation and its exhibits constitute the entire agreement among the partie s hereto concerning the Se ttlement of the Action, and no representations, warranties, or inducements have been made by any party hereto concerning this Stipulation and its exhibits other than those contained and memorialized in such documents. 34. This Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. 35. This Stipulation shall be binding upon, and inure to the benefit of, the successor s and assigns of the parties hereto. 36. The construction, interpretation, operation, effect and validity of this Stipulation, and all documents necessary to effectuate it, shall be governed by the internal laws of the State o f -25-

26 Illinois without regard to conflicts of laws, except to the extent that federal law requires that federal law governs. 37. This Stipulation shall not be construed more strictly against one party th an another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of the parties, it being recognized that it is the result of arm's-length negotiations between the parties and all parties have contributed substantially and materially to the preparation of this Stipulation. 38. All counsel and any other person executing this Stipulation and any of the exhibits hereto, or any related settlement documents, warrant and represent that they have the full authority to do so and that they have the authority to take appropriate action required or permitted to be taken pursuant to the Stipulation to effectuate its teams. 39. Lead Plaintiff's Counsel and Defendants' Counsel agree to cooperate fully wit h one another in seeking Court approval of the Order for Notice and Hearing, the Stipulation and the Settlement, and to promptly agree upon and execute all such other documentation as may be reasonably required to obtain Final Approval. DATED: September 14, 2006 MILBEF,G WEISS IMRSUAD By : I. Weiss Geoide Al Bauer III One Pennsylvania Plaza New York, New York Telephone: (212) Facsimile: (212) Lead Plaintiff's Counsel -26-

27 MT r LER FAUCHER AND CAFFERTY LLP By: Marvin A. Miller 30 North LaSalle Street, Suite 3200, Chicago, Illinois Telephone: (312) Facsimile: (312) PlaintIWS Liaison Counsel WACRTELL, LIPTON, ROSEN & KATZ By : 944ea A Kenneth B. Forrest Warren R. Stern 51 West 52nd Stree t New York, Nero York Telephone: (212) Facsimile: (212) SONNENSCHEIN NATH & ROSENTHAL LLP BT. Harold C. Hirshman Christopher Q. King 7800 Sears Tower 233 South Wacker Drive Chicago, Illinois Telephone: (312) Facsimile: (312) Counsel for Defendants Sears Roebuck and Co., Alan Lacy, Glenn Richter, Paul Liska and Thomas Bergmann.and- -27-

28 MILLER FAUCHER AND CAFFERTY LLP By: Marvin A. Miller 30 North LaSalle Street, Suite 3200, Chicago, Illinois Telephone : (312) Facsimile: (312) Plaintiff's Liaison Counsel WACHTELL, LIPTON, ROSEN & KATZ By: Kenneth B. Forrest Warren R. Stern 51 West 52nd Street New York, New York Telephone: (212) Facsimile: (212) and South Wacker Drive Chicago, Illinois Telephone: (312) Facsimile: (312) Counsel for Defendants Sears Roebuck and Co., Alan Lacy, Glenn Richter, Paul Liska and Thomas Bergmann -27-

29 SIDLEY AUSTIN LLP By : /-- - Walter C. Carls Scott R. Lass One South Dearborn Street Chicago, Illinois Telephone : (312) Facsimile: (312) Counsel for Defendants Kevin Keleghan and K. R. Vishwanath -28-

30 EXHIBIT A

31 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 1 of 9 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION JV IN RE SEARS, ROEBUCK AND CO. ) SECURITIES LITIGATION ) No. 02 C Judge Elaine E. Bucklo THIS DOCUMENT RELATES TO : ) ALL ACTIONS ) PRELIMINARY ORDER FOR NOTICE AND HEAR ING IN CONNECTION WITH SETTLEMENT PROCEEDING S WHEREAS, on September 14, 2006, the parties to the above-entitled action (the "Action") entered into a Stipulation and Agreement of Settlement (the "Stipulation") which is subject to review under Rule 23 of the Federal Rules of Civil Procedure and which, together with the exhibits thereto, sets forth the terms and conditions for the proposed settlement of the Action on the merits and with prejudice; and the Court having read and considered the Stipulation and the accompanying documents ; and the parties to the Stipulation having consented to the entry of this Order; and all capitalized terms used herein having the meanings defined in the Stipulation ; and WHEREAS, pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedur e and by Order dated February 2, 2004, this Action was certified as a class action on behalf of all purchasers of the securities of Sears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. Excluded from the Class are defendants, the officers and directors of Sears at all relevant times, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants have or had a controlling interest. A notice of the pendency of this Action as a class action (the "Notice of Pendency") dated March 18, 2005 was mailed to Class Members (as defined herein) beginning on March 18, 2005 and a

32 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 2 of 9 summary notice was published in the national edition of The Wall Street Journal on March 25, Pursuant to the Notice of Pendency previously given to the members of the Class, Class Members were given the opportunity to exclude themselves from the Class. Five hundred fortytwo persons and entities elected to exclude themselves from the Class. Those persons and entities are listed on Exhibit 1 to Exhibit B of the Stipulation and they are excluded from the Class; and WHEREAS, the Court having read and considered the Stipulation and the accompanying documents; and the parties to the Stipulation having consented to the entry of this Order; and all capitalized terms used herein having the meanings defined in the Stipulation ; NOW, THEREFORE, IT IS HEREBY ORDERED,this day of set., 2006 that: 1. The Court does hereby preliminarily approve the Stipulation and the Settlement set forth therein, subject to further consideration at the Settlement Fairness Hearing describe d below. 2. A hearing (the "Settlement Fairness Hearing") pursuant to Rule 23(e) of the Federal Rules of Civil Procedure is hereby scheduled to be held before the Court on 2006, at Ad 2m. for the following purposes: (a) to determine whether the proposed Settlement is fair, reasonable, an d adequate, and should be approved by the Court ; (b) to determine whether the Order and Final Judgment as provided under th e Stipulation should be entered, dismissing the Complaint filed herein, on the merits and wit h -2-

33 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 3 of 9 prejudice, and to determine whether the release by the Class of the Settled Claims, as set forth i n the Stipulation, should be provided to the Released Parties ; (c) to determine whether the proposed Plan of Allocation for the proceeds o f the Settlement is fair and reasonable, and should be approved by the Court ; fees and expenses; and (d) to consider Plaintiffs' Counsel's application for an award of attorneys ' (e) to rule upon such other matters as the Court may deem appropriate. The Court reserves the right to approve the Settlement with or withou t modification and with or without further notice of any kind. The Court further reserves the right to enter its Order and Final Judgment approving the Stipulation and dismissing the Complaint on the merits and with prejudice regardless of whether it has approved the Plan of Allocation or awarded attorneys' fees and expenses. 4. The Court approves the form, substance and requirements of the Notice of Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairnes s Hearing (the "Settlement Notice") and the Proof of Claim form, annexed hereto as Exhibits 1 an d 2, respectively. 5. The Court approves the appointment of The Garden City Group as the Claims Administrator. The Claims Administrator shall cause the Settlement Notice and the Proof of Claim, in all material respects in the forms annexed hereto, to be mailed, by first class mail, postage prepaid, on or before U ( 2006, to all Class Members who can be identified with reasonable effort, including all persons who were previously mailed the notice o f -3-

34 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 4 of 9 pendency other than those persons who previously and effectively requested exclusion as set forth in Exhibit I to Exhibit B of the Stipulation. The Claims Administrator shall use reasonable efforts to give notice to nominee purchasers such as brokerage fins and other persons or entities who purchased Sears securities during the Class Period as record owners but not as beneficial owners. Such nominee purchasers are directed, within seven (7) days of their receipt of the Settlement Notice, to either forward copies of the Settlement Notice and Proof of Claim to their beneficial owners, or to provide the Claims Administrator with lists of the names and addresses of the beneficial owners, and the Claims Administrator is ordered to send the Settlement Notice and Proof of Claim promptly to such identified beneficial owners. Nominee purchasers who elect to send the Settlement Notice and Proof of Claim to their beneficial owners shall send a statement to the Claims Administrator confirming that the mailing was made as directed. Additional copies of the Settlement Notice shall be made available to any record holder requesting such for the purpose of distribution to beneficial owners, and such record holders shall be reimbursed by Sears, upon receipt by the Claims Administrator of proper documentation, for the reasonable expense of sending the Settlement Notices and Proofs of Claim to beneficial owners. Lead Plaintiff's Counsel shall, at or before the Settlement Fairness Hearing, file with the Court proof of mailing of the Settlement Notice and Proof of Claim. 6. The Court approves the form of Publication Notice of the proposed settlement in all material respects in the form and content annexed hereto as Exhibit 3 and directs that Lead Plaintiffs Counsel shall cause the Publication Notice to be published in the national edition of The Wall Street Journal within ten days of the mailing of the Notice. Lead Plaintiff's Counsel shall, at or before the Settlement Fairness Hearing, file with the Court proof of publication of the Publication Notice. -4-

35 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 5 of 9 7. The form and content of the Settlement Notice, and the method set forth herein of notifying the Class of the Settlement and its terms and conditions, meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of 1995, and due process, constitute the best notice practicable under the circumstances, and shall constitute due and sufficient notice to all persons and entities entitled thereto. 8. In order to be entitled to participate in the Net Settlement Fund, in the event the Settlement is effected in accordance with the terms and conditions set forth in the Stipulation, each Class Member shall take the following actions and be subject to the following conditions : (a) A properly executed Proof of Claim (the "Proof of Claim"), in all material respects in the form attached hereto as Exhibit 2, must be submi tted to the Claims Administrator, at the Post Office Box indicated in the Settlement Notice, postmarked not later than 200Such deadline may be further extended by Court Order. Each Proof of Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by first class mail, postage prepaid) provided such Proof of Claim is actually received prior to the motion for an order of the Cou rt approving dist ribution of the Net Settlement Fund. Any Proof of Claim submitted in any other manner shall be deemed to have been submitted when it was actually received at the address designated in the Settlement Notice. Any Class Member who does not timely submit a Proof of Claim within the time provided for shall be barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the Court. -5-

36 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 6 of 9 (b) The Proof of Claim submitted by each Class Member must satisfy the following conditions : (i) it must be properly completed, signed and submitted in a timely manner in accordance with the provisions of the preceding subparagraph ; (ii) it must be accompanied by adequate supporting documentation as designated in the Proof of Claim, including proof of the transactions claimed and the losses incurred thereon, or such other documents or proofs as the Claims Administrator, in its discretion, may deem acceptable; (iii) if the person executing the Proof of Claim is acting in a representative capacity, the Proof of Claim must include evidence of that person's current authority to act on behalf of the Class Member ; and (iv) the Proof of Claim must be complete and contain no material deletions or modifications of any of the printed matter contained therein and must be signed under penalty of perjury. (c) As part of the Proof of Claim, each Class Member shall submit to the jurisdiction of the Court with respect to the claim submitted, and shall (subject to effectuation of the Settlement) release all Settled Claims as provided in the Stipulation. 9. Regardless of whether they submit a Proof of Claim, all Class Members shall be bound by all determinations and judgments in this Action, whether favorable or unfavorable, unless such persons are listed on Exhibit I to Exhibit B of the Stipulation as having previously and effectively requested exclusion from the Class. The persons and entities who previously and effectively requested exclusion from the Class in response to the Notice of Pendency of Class Action are excluded from the Class and shall not be entitled to submit any Proof of Claim forms and shall not be entitled to receive any payment out of the Net Settlement Fund as described in the Stipulation and in the Settlement Notice. No further opportunity to request exclusion need be given in this Action. -6-

37 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 7 of The Court will consider comments and/or objections to the Settlement, the Plan of Allocation, or the award of attorneys' fees and reimbursement of expenses only if such comments or objections and any supporting papers are filed in writing with the Clerk of the Court, United States District Court, Everett McKinley Dirksen Building, Room 2044, 219 South Dearborn Street, Chicago, Illinois 60604, and copies of all such papers are served, on or befor e ~~ B2 2006, upon each of the following : George A. Bauer III, Esq., Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza, New York, New York , and Marvin A. Miller, Esq., Miller Faucher and Cafferty LLP, 30 North LaSalle Street, Suite 3200, Chicago, Illinois 60602, on behalf of the Lead Plaintiff and the Class ; and Christopher Q. King, Esq., Sonnenschein Nath & Rosenthal, 7800 Sears Tower, 233 South Wacker Drive, Chicago, Illinois and Walter C. Carlson, Esq., Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois on behalf of the Defendants. Attendance at the hearing is not necessary; however, persons wishing to be heard orally in opposition to the approval ofthe Settlement, the Plan of Allocation, the request for attorneys' fees, and/or for the reimbursement of expenses to the Lead Plaintiff are required to indicate in their written objection their intention to appear at the hearing. Persons who intend to object to the Settlement, the Plan of Allocation, and/or counsel's application for an award of attorneys' fees and expenses and desire to present evidence at the Settlement Fairness Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Fairness Hearing. Any Class Member who does not make his, her or its objection in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed settlement as incorporated in the Stipulation, the award of attorneys' fees and reimbursement of expenses t o -7-

38 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 8 of 9 Lead Counsel, and/or the reimbursement of expenses to the Lead Plaintiff, unless otherwise ordered by the Court. Class Members do not need to appear at the hearing or take any other action to indicate their approval. 11. Pending final determination of whether the Settlement should be approved, the Lead Plaintiff, all Class Members, and each of them, and anyone who acts or purports to act on their behalf, shall not institute, commence or prosecute any action which asserts any Settled Claims against any Released Party (except that this provision shall not prevent any derivative plaintiff in an action that was pending as of May 17, 2006 from continuing to assert such derivative claim). This Action shall remain stayed, pursuant to this Court's order of May 31, 2006, through the Court's ruling on this Settlement, except as to any proceedings relating to the matters herein. 12. Pursuant to the Stipulation, Sears shall pay the Claims Administrator all reasonable costs and expenses of class notice and settlement administration without further order of the Court. 13. If any specified condition to the Settlement set forth in the Stipulation is not satisfied and Lead Plaintiffs Counsel or Defendants' Counsel elects to terminate the Settlement as provided in paragraph 21 of the Stipulation, then, in any such event, the Stipulation, including any amendment(s) thereof, and this Preliminary Order shall be null and void, of no further force or effect, and without prejudice to any party, and may not be introduced as evidence or referred to in any actions or proceedings by any person or entity, and each party shall be restored to his, her or its respective position as it existed on the date of the Stipulation. -8-

39 Case 1 :02-cv Document 268 Filed 09/26/2006 Page 9 of All funds held by the Escrow Agent shall be deemed and considered to be in the custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed or returned pursuant to the Stipulation and/or further order(s) of the Court. 15. The Court retains exclusivejurisdiction over the Action to consider all further matters arising out of or connected with the Settlement. Dated : Chicago, Il linois 7- cr (o Honorable Elaine E. Bucklo UNITED STATES DISTRICT JUDG E -9-

40 EXHIBIT A - 1

41 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOI S EASTERN DIVISIO N IN RE SEARS, ROEBUCK AND CO. SECURITIES LITIGATION ) No. 02 C Judge Elaine E. Bucklo THIS DOCUMENT RELATES TO : ) ALL ACTIONS NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS ' FEES AND SETTLEMENT FAIRNESS HEARIN G If you purchased the securities of Sears, Roebuck and Co. ("Sears") between October 24, 2001 and October 17, 2002, inclusive, then you could get a payment from a class action settlement. A federal court authorized this notice. This is not a solicitation from a lawyer. The settlement will provide $215,000,000 for the benefit of investors who purchased the securities of Sears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. The settlement also provides for all reasonable costs and expenses of class notice and settlement administration to be paid for by the defendants. The settlement resolves a lawsuit over whether Sears misled investors about its financial performance, condition and prospects of Sears' credit card operations. Your legal rights are affected whether you act or do not act. Read this notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT : SUBMIT A CLAIM FORM BY JANUARY 5, 2007 The only way to get a payment. OBJECT BY NOVEMBER 20, 2006 Write to the Cou rt about why you do not like the settlement. GO TO A HEARING O N DECEMBER 8, 2006 Ask to speak in Court about the settlement. DO NOTHING Get no payment. Give up rights. These rights and options - and the deadlines to exercise them - are explained in this notice. The Court in charge of this case still has to decide whether to approve the settlement. Payments will be made if the Court approves the settlement and after appeals are resolved. Please be patient. Statement of Plaintiff Recover y SUMMARY NOTIC E Pursuant to the settlement described herein, upon the Court's approval of the settlement, the defendants will cause a payment to be made into escrow for the benefit of the Class, of an amount (the "Settlement Amount") equal to Two Hundred Fifteen Million ($215,000,000) in cash. Defendants will also pay for the costs of class notice and settlement administration. Plaintiffs estimate that there were approximately million shares of Sears common stock traded during the Class Period which may have been damaged. Plaintiffs estimate that the average recovery per damaged share of Sears common stock under the settlement is $1.90 per damaged share before deduction of Court-awarded attorneys' fees and expenses'. Class Members who traded in Sears debt securities and/or options on Sears common stock may also receive a payment from the Settlement Fund, but the various terms of those securities and availabl e 1 An allegedly damaged share might have been traded more than once during the Class Period, and the indicated average recovery would be the total for all purchasers of that share. Trading information is not reliably available with respect to Sears Debt Securities or options on Sears stock and the above estimate provides that approximately 5% of the proceeds may be allocated to Sears Debt Security purchasers and Sears options traders.

42 records concerning such debt and option transactions do not permit an estimate to be provided concerning the number of affected securities or the recovery on those debt security or option transactions. A Class Member's actual recovery will be a proportion of the Net Settlement Fund determined by that claimant's Recognized Claim as compared to the total Recognized Claims of all Class Members who submit acceptable Proofs of Claim. Depending on the number of claims submitted, when during the Class Period a Class Member purchased shares of Sears common stock or other securities, the purchase price paid, and whether those securities were held at the end of the Class Period or sold during the Class Period, and, if sold, when they were sold and the amount received, an individual Class Member may receive more or less than this average amount. See the Plan of Allocation beginning on page 10 for more information on your Recognized Claim. Statement of Potential Outcome of Case The parties disagree on both liability and damages and do not agree on the average amount of damages per share that would be recoverable if plaintiffs were to have prevailed on each claim alleged. Plaintiffs estimated that if they were able to prove liability and the fact finder found most favorably for Plaintiffs and the Class the potential damage award could be as high as approximately $2 billion. The Defendants deny that they are liable to the plaintiffs or the Class, deny that plaintiffs or the Class have suffered any damages, and deny plaintiffs' estimate of damages. Statement of Attorneys' Fees and Costs Sough t Plaintiffs' Counsel are moving the Court to award attorneys' fees equal to approximately fourteen point eight percent (14.8%) of the value of the Settlement, and for reimbursement of expenses incurred in connection with the prosecution of this Action in the approximate amount of $4 million. The requested fee award is based on a formula that was negotiated at the outset of the litigation by the Lead Plaintiff, the Department of the Treasury of the State of New Jersey and its Division of Investment, a sophisticated investor and litigant, and that was also disclosed to the Court at the outset of the litigation. The requested fees and expenses would amount to an average of 31.7 per damaged share. Application will also be made for reimbursement to the Lead Plaintiff for an amount not to exceed $35,000 for reimbursement of its reasonable costs and expenses (including lost wages) directly relating to its representation of the Class, including participation in and/or supervision of the litigation and settlement negotiations. Plaintiffs' Counsel have expended considerable time and effort in the prosecution of this litigation on a contingent fee basis, and have advanced the expenses of the litigation, in the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. In this type of litigation it is customary for counsel to be awarded a percentage of the common fund recovery as their attorneys' fees. Further Informatio n Further information regarding the Action and this Notice may be obtained by contacting Lead Plaintiffs Counsel : George A. Bauer III, Esq., Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza, New York, New York , Telephone (212) , or Marvin A. Miller, Esq., Miller Faucher and Cafferty LLP, 30 North LaSalle Street, Suite 3200, Chicago, Illinois 60602, Telephone (312) Reasons for the Settlement The principal reason for the settlement is the benefit to be provided to the Class now. This benefit must be compared to the risk that no recovery might be achieved after a contested trial and likely appeals, possibly years into the future. For the Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for the settlement is to eliminate the expense, risks, and uncertain outcome of the litigation. See also discussion at "Why Is There a Settlement" beginning on page 4 below. [END OF COVER PAGE] WHAT THIS NOTICE CONTAIN S Table of Contents Pag e SUMMARY NOTICE Statement of Plaintiff Recovery Statement of Potential Outcome of Case Statement of Attorneys' Fees and Costs Sought Further Information Reasons for the Settlement BASIC INFORMATION

43 1. Why did I get this notice package? What is this lawsuit about? Why is this a class action? Why is there a settlement? WHO IS IN THE SETTLEMENT How do I know if I am pa rt of the settlement? Are there exceptions to being included? What if I am still not sure if I am included? THE SETTLEMENT BENEFITS - WHAT YOU GET What does the se ttlement provide? How much will my payment be? HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIM FORM How can I get a payment? When would I get my payment? What am I giving up to get a payment? NO FURTHER EXCLU SION FROM THE CLASS Can I exclude myself from the Class now? If I previously excluded myself, can I get money from the proposed se ttlement? THE LAWYERS REPRESENTING YOU Do I have a lawyer in this case? How will the lawyers be paid? OBJECTING TO THE SETTLEMENT How do I tell the Cou rt that I do not like the proposed settlement? THE COURT'S SETTLEMENT FAIRNESS HEARING When and where will the Cou rt decide whether to approve the proposed settlement? Do I have to come to the hearing? May I speak at the hearing? IF YOU DO NOTHING What happens if I do nothing at all? GETTING MORE INFORMATION Are there more details about the proposed settlement? How do I get more information? PLAN OF ALLOCATIO N OF NET SETTLEMENT FUND AMONG CLASS MEMBERS SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES Why did I get this notice package? BASIC INFORMATIO N You or someone in your family may have purchased the securities of Sears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. The Court directed that this Notice be sent to Class Members because they have a right to know about a proposed settlement of a class action lawsuit, and about all of their options, before the Court decides whether to approve the settlement. If the Court approves the settlement, and after objections and appeals are resolved, an administrator appointed by the Court will make the payments that the settlement allows. This package explains the lawsuit, the settlement, Class Members' legal rights, what benefits are available, who is eligible for them, and how to get them. The Court in charge of the case is the United States District Court for the Northern District of Illinois, Eastern Division, and the case is known as In re Sears, Roebuck and Co. Securities Litigation, No. 02 C This case was assigned to United States District Judge Elaine E. Bucklo. The people who sued are called plaintiffs, and the company and the officers and directors they sued, Sears Roebuck and Co. ("Sears"), Alan J. Lacy, Glenn R. Richter, Paul J. Liska, Thomas E. Bergmann, Kevin T. Keleghan and K.R. Vishwanath (the "Individual Defendants"), are called the Defendants. 2. What is this lawsuit about? The Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws dated June 16, 2003 (the "Complaint") filed in the Action generally alleges, among other things, that Defendants issued materially false and misleading press releases and other statements regarding Sears ' financial condition during the Class Period - October 24, 2001 through and including October 17, in a scheme to artificially inflate the value of Sears securities.

44 The allegations of the Complaint focus on Sears' credit card operations, which (until Sears sold its credit card operations in 2003) managed one of the largest credit card businesses in the United States, and which had issued billions of dollars' worth of credit to holders of Sears' traditional private label store credit card and to holders of Sears' more recently introduced general purpose credit card. More specifically, the Complaint alleges that, during the Class Period, the Defendants concealed material adverse information concerning the financial condition, performance and prospects of Sears' credit card operations, and that Defendants issued a series of falsely positive statements in which, inter alia, they allegedly: (i) misrepresented the performance and quality of Sears' credit card operations and concealed the deteriorating condition of those operations ; (ii) misled the investing public into believing that the delinquency and charge-off rates of Sears' credit card products were comparable to, or better than, those of other leading credit card issuers ; and (iii) failed to disclose that Sears' reserves for bad credit card debt were materially inadequate. The Complaint alleges that these alleged material misrepresentations and omissions caused Sears' public statements issued during the Class Period to be materially false and misleading, in violation of the federal securities laws. The Complaint further alleges that Lead Plaintiff and other Class Members purchased Sears securities during the Class Period at prices artificially inflated as a result of the Defendants' dissemination of materially false and misleading statements regarding Sears, allegedly in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. The Defendants deny all allegations of misconduct contained in the Complaint, and deny having engaged in any wrongdoing whatsoever. The Defendants maintain that the allegedly false and misleading statements were truthful and not misleading, and that all material facts were disclosed. In addition, the Defendants have asserted numerous affirmative defenses. 3. Why is this a class action? In a class action, one or more persons or entities called class representatives sue on behalf of people who, the Court determines, are similarly situated. In this case the class representative is the Lead Plaintiff, namely the Department of the Treasury of the State of New Jersey and its Division of Investment. Bringing a case, such as this one, as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to bring in individual actions. One court resolves the issues for all Class Members, except for those who have excluded themselves from the Class. 4. Why is there a se ttlement? On July 16, 2003, the Defendants moved to dismiss the Complaint. By Order dated October 23, 2003, the Court denied the Defendants' motions to dismiss. This ruling assumed the truth of the allegations of the Complaint and did not make factual findings. Since November 2003, when the Court denied the defendants' motion to dismiss, the parties have engaged in extensive discovery proceedings relating to the claims asserted in the Complaint. During this period, Sears produced to the Lead Plaintiff and its counsel over 4.5 million pages of documents and 1.45 gigabytes of electronic data files, which included voluminous internal Sears s and data relating to Sears' credit card operations. In addition, Plaintiffs' Counsel obtained and reviewed approximately 50,000 additional pages of documents that it subpoenaed from over a dozen third parties (including Sears outside auditors) relating to Sears' credit card operations. Plaintiffs' Counsel also took numerous depositions of current or former officers, directors and/or employees of Sears, including the most senior executives in Sears' credit card business during the Class Period. Plaintiffs Counsel also consulted extensively, over a more than twoyear period, with experts in the credit card industry concerning the evidence developed in the course of pre-trial discovery. Throughout the litigation, Sears and the other Defendants have vigorously disputed Plaintiffs' allegations that Sears or the Individual Defendants made any public statements that misrepresented the financial condition or performance of Sears' credit card operations. In addition, Defendants assert that all of their public statements were truthful and made in good faith, and deny that any such statements were made with knowing or reckless disregard for the truth (as is required to establish liability), and deny that any member of the Class was harmed by them or their actions in any way. In the spring of 2006, Lead Plaintiff (the Department of the Treasury of the State of New Jersey and its Division of Investment) and Plaintiffs' Counsel reached an agreement in principle with Defendants and Defendants' Counsel on the terms of the settlement discussed in this Notice, subject to Court approval. The settlement in principle was reached only after lengthy mediation proceedings supervised by a retired federal district court judge.

45 The Court in this Action did not decide in favor of Plaintiffs or in favor of Defendants. Instead, both sides agreed to a settlement. That way, both sides avoid the inherent risks and significant additional costs of a trial and any appeals, and Class Members who suffered losses on their transactions in Sears securities during the Class Period will get compensation. The Lead Plaintiff and its counsel believe, after weighing the risks and opportunities of further litigation against the benefits of the proposed $215 million settlement (which, in addition, requires defendants to pay for all reasonable costs and expenses of class notice and settlement administration), that the proposed settlement represents a significant recovery for the Class and is the best interests of all Class Members. WHO IS IN THE SETTLEMEN T To see if you will get money from this settlement, you first have to determine if you are a Class Member. 5. How do I know if I am part of the settlement? The Court decided that everyone who fits this description is a Class Member : Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. all purchasers of the securities of Sears, 6. Are there exceptions to beina included? Excluded from the Class are defendants, the officers and directors of Sears at all relevant times, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants have or had a controlling interest. A prior notice of the pendency of this Action ("Notice of Pendency") was mailed to Class Members beginning on March 18, 2005 and a summary notice was published in the national edition of The Wall Street Journal on March 25, If you submitted a request for exclusion in response to the prior Notice of Pendency, then you are excluded from the Class and may not submit a Proof of Claim form to participate in the settlement. If one of your mutual funds purchased Sears securities during the Class Period, that alone does not make you a Class Member. You are a Class Member only if you directly purchased Sears securities during the Class Period. Check your investment records or contact your broker to see if you purchased Sears securities during the Class Period. Except with respect to put options written during the Class Period, if you sold Sears securities during the Class Period, that alone does not make you a Class Member. You are a Class Member only if you purchased your Sears securities during the Class Period (or wrote (sold) put options on Sears common stock). 17. What if I am still not sure if I am included? If you are still not sure whether you are included, you can ask for free help. You can call or visit for more information. Or you can fill out and return the Proof of Claim form described on page 6, in question 10, to see if you qualify. You may also wish to contact your own attorney. 8. What does the settlement provide? THE SETTLEMENT BENEFITS - WHAT YOU GET In exchange for the settlement and dismissal of the Action, Defendants have agreed that upon the Court's approval of the settlement, they will cause the Settlement Amount (a payment equal to Two Hundred Fifteen Million ($215,000,000) in cash, plus an amount equal to 90 day U.S. Treasury Bill interest from August 15, 2006) to be paid into escrow for the benefit of the Class. The Settlement Amount, after deducting fees and expenses approved by the Court, will be divided among Class Members who send in a valid Proof of Claim form. Sears also agreed to pay all reasonable costs of notice and settlement administration, including the administration costs of distributing the Net Settlement Fund. 9. How much will my payment be? Your share of the fund will depend on the total Recognized Claims represented by the valid Proof' of Claim forms that Class Members send in, how many Sears securities you bought, how much you paid for them, and when you bought and whether or when you sold them, and if so for how much you sold them. 5

46 You can calculate your Recognized Claim in accordance with the formula shown below in the Plan of Allocation. It is unlikely that you will get a payment for all of your Recognized Claim. After all Class Members have sent in their Proof of Claim forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Claim divided by the total of everyone's Recognized Claims. See the Plan of Allocation beginning on page 10 for more information on your Recognized Claim How can I get payment? HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIM FORM To qualify for a payment, you must send in a Proof of Claim form. A Proof of Claim form is being circulated with this Notice. You may also get a Proof of Claim form on the Internet at Read the instructions carefully, fill out the Proof of Claim form, include all the documents the form asks for, sign it, and mail it postmarked no later than January 5, When would I get my payment? The Court will hold a hearing at 1 :30 p.m. on Friday, December 8, 2006, to decide whether to approve the settlement. If the Court approves the settlement, there may then be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient What am I giving up to get payment? Upon the "Effective Date" (as defined below), you, on behalf of yourself, your heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns, will release all "Settled Claims" (as defined below) against the "Released Parties" (as defined below). In addition, the Order and Final Judgment shall provide that all Class Members covenant not to sue any of the Released Parties directly, indirectly, or derivatively with respect to any of the Settled Claims (although this will not prevent any derivative plaintiff in an action that was pending on May 17, 2006 from continuing to assert any such derivative claim). The "Effective Date" means the date when an Order entered by the Court approving the settlement becomes final and not subject to appeal. "Settled Claims" means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses, amounts, or liability whatsoever), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class, or individual in nature, including both known claims and "Unknown Claims" (as defined below) (i) that have been asserted in the Action against any of the Released Parties, or (ii) that could have been asserted in the Action or in any forum by the Class members or any of them, or by their heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns (in their capacities as such), against any of the Released Parties, which arise out of or are related to (x) the allegations, transactions, facts, matters or occurrences, representations or omissions, including any public statement by any Defendant during the Class Period, involved, set forth, or referred to in the Complaint, and (y) any purchase or sale of the securities of Sears or rights to purchase or sell such securities during the period October 24, 2001 through October 17, 2002, (provided, however, that "Settled Claims" does not mean or include claims asserted by or on behalf of purchasers of Sears Roebuck Acceptance Corp. debt securities in Thomas G. Ong v. Sears, Roebuck and Co. et al., No. 03 C (N.D. III.), claims under the Employee Retirement Income Security Act ("ERISA") which are not common to all Class Members, and claims asserted in In re Sears, Roebuck and Co. ERISA Litigation, No. 02 C 8324 (N.D. III.) ("ERISA Litigation"), except that no double recovery may be obtained in the ERISA Litigation by any member of the Class for the same claims or injury alleged in this Action). "Unknown Claims" means any and all Settled Claims which Lead Plaintiff or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties. With respect to any and all Settled Claims, upon the Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each Class Member shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code 1542, which provides : A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

47 Lead Plaintiff and Defendants acknowledge, and Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of "Settled Claims" was separately bargained for and was a key element of the settlement. "Released Parties" means any and all of the Defendants, their past or present subsidiaries, parents, affiliates, successors and predecessors, and the officers, directors, agents, employees, attorneys, auditors, accountants, insurers and re-insurers, legal representatives, heirs, executors, administrators, successors in interest or assigns of any of the foregoing. In addition the Order and Final Judgment shall provide that all Class Members covenant not to sue any of the Released Parties directly, indirectly, or derivatively with respect to any of the Settled Claims (except that such covenant shall not prevent any derivative plaintiff in an action that was pending on May 17, 2006 from continuing to assert such derivative claim). NO FURTHER EXCLUSION FROM THE CLAS S The Court previously certified this litigation to proceed as a class action on behalf of all purchasers of the securities of Sears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. As described in the prior Notice of Pendency and the prior summary notice, Class Members were provided the opportunity, until June 16, 2005, to elect either to exclude themselves from the Class for all purposes or to remain as members of the Class and be bound by these proceedings. The settlement does not provide for any new right to be excluded from the Class. If the settlement is approved, it will be binding on all Class Members. The persons and entities who previously requested exclusion from the Class are excluded from the Class for purposes of this settlement. Class Members who did not request exclusion in response to the Notice of Pendency may not now request exclusion from the Class. If you previously submitted a request for exclusion from the Class in accordance with the prior Notice of Pendency, then you may not submit a Proof of Claim form to participate in the settlement herein Can I exclude myself from the Class now? No. Pursuant to the prior Notice of Pendency, Class Members were allowed to request exclusion until June 16, The settlement does not provide another opportunity to request exclusion. As described in question 17 below, Class Members may object to the settlement If I previously excluded myself, can I get money from the proposed settlement? No. If you previously excluded yourself, you cannot get money from the proposed settlement. Do not send in a claim form to ask for any money Do I have a lawyer in this case? THE LAWYERS REPRESENTING YOU The Court ordered that the law firm of Milberg Weiss Bershad & Schulman LLP2 in New York, New York would represent all Class Members. These lawyers are called Lead Plaintiffs Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Lead Plaintiffs Counsel's fees and expenses, which will be paid from the Gross Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense. 2 On May 18, 2006 in the United States District Court for the Central District of California (Los Angeles), Milberg Weiss Bershad & Schulman LLP and two of its partners were named as defendants in an indictment. The indictment alleges that, in certain cases which are identified in the indictment, portions of attorneys' fees awarded to Milberg Weiss Bershad & Schulman LLP were improperly shared with certain plaintiffs. The indictment does not refer to this action, and makes no allegations of any impropriety in the conduct of this action. Milberg Weiss Bershad & Schulman LLP and the two partners have pled not guilty, and have publicly stated that they are innocent and intend to vigorously fight the charges.

48 116. How will the lawyers be paid? Lead Plaintiffs Counsel are moving the Court to award attorneys' fees from the Gross Settlement Fund in an amount of approximately fourteen point eight percent (14.8%) of the amount of the Settlement Fund as reduced by litigation expenses and as increased by interest, plus 12% of the value to the Class of the Defendants' agreement to pay the reasonable costs and expenses of class notice and settlement administration. Lead Plaintiffs Counsel are also moving the Court to award them reimbursement of their litigation expenses in the approximate amount of $4 million, plus interest on such litigation expenses at the same rate as earned by the Settlement Fund. The requested fee award is based on a formula that was negotiated at the outset of the litigation by the Lead Plaintiff, the Department of the Treasury of the State of New Jersey and its Division of Investment, a sophisticated investor and litigant, and that was also disclosed to the Court at the outset of the litigation. Lead Plaintiffs Counsel, without further notice to the Class, may subsequently apply to the Court for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the members of the Class and any proceedings subsequent to the Settlement Fairness Hearing. Sears has agreed to pay all reasonable costs and expenses of class notice and settlement administration (but not attorneys' fees incurred in connection with the administration and distribution of the Settlement Fund proceeds to the Class Members). Lead Plaintiffs Counsel are also moving the Court to award a payment of up to $35,000 to the Court-appointed Lead Plaintiff and Class Representative, The Department of the Treasury of the State of New Jersey and its Division of Investment and its internal counsel from the Office of the Attorney General of the State of New Jersey, for the reasonable costs and expenses (including lost wages) directly relating to its representation of the Class, including its participation in the litigation and supervision of settlement negotiations. OBJECTING TO THE SETTLEMEN T You can tell the Court that you do not agree with the settlement or some part of it How do I tell the Cou rt that I do not like the proposed settlement? If you are a Class Member you can object to the settlement or any of its terms, the proposed Plan of Allocation, the application by Lead Plaintiffs Counsel for an award of fees and expenses and/or the request by Lead Plaintiff for reimbursement of its costs and expenses. You may write to the Court setting out your objection. You may give reasons why you think the Court should not approve any or all of the settlement terms or arrangements. The Court will consider your views if you file a proper objection within the deadline identified, and according to the following procedures. To object, you must send a signed letter stating that you object to the proposed settlement in the In re Sears, Roebuck and Co. Securities Litigation, No. 02 C Be sure to include your name, address, telephone number, and your signature, identify the date(s), price(s), and number(s) of shares of all purchases and sales of Sears securities that you made during the Class Period, and state the reasons why you object to the settlement. Your objection must be filed with the Court, and must also be served on (sent to) all the following counsel on or before November 20, 2006 at the addresses shown below: COURT : Clerk of the Court United States District Court for the Northern District of Illinois, Eastern Division Everett McKinley Dirksen Buildin g Room South Dearborn Street Chicago, Illinois LEAD PLAINTIFF 'S COUNSEL: George A. Bauer III, Esq. Milberg Weiss Bershad & Schulman LLP One Pennsylvania Plaza New York, NY PLAINTIFF'S LIAISON COUNSEL Marvin A. Miller, Esq. Miller Faucher and Cafferty LLP 30 North LaSalle Street Suite 3200 Chicago, IL 60602

49 DEFENDANTS' COUNSEL : Christopher Q. King, Esq. Sonnenschein Nath & Rosenthal LLP 7800 Sears Tower 233 South Wacker Drive Chicago, Illinois Counsel for Defendants Sears Roebuck and Co., Alan Lacy, Glenn Richter, Paul Liska and Thomas Bergmann Walter C. Carlson, Esq. Sidley Austin LLP One South Dearborn Street Chicago, IL Counsel for Defendants Kevin Keleghan and K. R. Vishwanath You do not need to go to the Settlement Fairness Hearing to have your written objection considered by the Court. At the Settlement Fairness Hearing, any Class Member who (1) has not previously submitted a request for exclusion from the Class and (2) has complied with the procedures set out in this response and in the response to question 20 below for filing with the Court and providing to the counsel for Plaintiffs and Defendants a statement of an intention to appear at the Settlement Fairness Hearing may also appear and be heard, to the extent allowed by the Court, to state any objection to the settlement, the Plan of Allocation or Lead Plaintiffs Counsel's motion for an award of attorney's fees and reimbursement of expenses. Any such objector may appear in person or arrange, at that objector's expense, for a lawyer to represent the objector at the Hearing. THE COURT'S SETTLEMENT FAIRNESS HEARIN G The Court will hold a hearing to decide whether to approve the proposed settlement. You may attend and you may ask to speak, but you do not have to When and where will the Cou rt decide whether to approve the proposed settlement? The Court will hold a Settlement Fairness Hearing at 1 :30 p.m. on Friday, December 8, 2006, at the United States District Court for the Northern District of Illinois, Eastern Division, Everett McKinley Dirksen Building, Courtroom 1441, 219 South Dearborn Street, Chicago, Illinois At this hearing the Court will consider whether the settlement is fair, reasonable and adequate. At the Settlement Fairness Hearing, the Court also will consider the proposed Plan of Allocation for the proceeds of the settlement and the application of Lead Plaintiffs Counsel for attorneys' fees and reimbursement of expenses. The Court will take into consideration any written objections filed in accordance with the instructions in the response to question 17. The Court also may listen to people who have properly indicated, within the deadline identified above, an intention to speak at the hearing ; but decisions regarding the conduct of the hearing will be made by the Court. See question 20 for more information about speaking at the hearing. The Court may also decide how much to pay to Plaintiffs' Counsel. After the hearing, the Court will decide whether to approve the settlement. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Fairness Hearing. Thus, if you want to come to the hearing, you should check with Lead Plaintiffs Counsel before coming to be sure that the date and/or time has not changed Do I have to come to the hearing? No. Plaintiffs' Counsel will answer questions the Court may 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 you filed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval. 20. May I speak at the hearing? If you object to the settlement, you may ask the Court for permission to speak at the Settlement Fairness Hearing. To do so, you must include with your objection (see response to question 17 above) a statement stating that it is your "Notice of Intention to Appear in In re Sears, Roebuck and Co. Securities Litigation, No. 02 C " Persons who intend to object to the settlement, the Plan of Allocation, and/or counsel 's application for an award of attorneys' fees and expenses and desire to present evidence at the Sett lement Fairness Hearing must include in their wri tten objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Fairness Hearing. You cannot speak at the hearing if you excluded yourself from the Class or if you have not provided written notice of your intention to speak at the Sett lement Fairness Hearing by the deadline identified, and in accordance with the procedures described in this response and the response to question 17 above.

50 IF YOU DO NOTHIN G 21. What happens if I do nothing at all? If you do nothing, you will get no money from this settlement. To share in the Net Settlement Fund you must submit a Proof of Claim form (see question 10). The Order and Final Judgment approving the settlement will dismiss the Action and settle all Class Members' Settled Claims as against all Released Parties. Whether or not they submit a Proof of Claim form, all Class Members will be barred and enjoined from starting a lawsuit or continuing with a lawsuit against Defendants or the Released Parties that are based on the Settled Claims in this case. GETTING MORE INFORMATIO N 22. Are there more details about the proposed settlement? This notice summarizes the proposed settlement. More details are in a Stipulation and Agreement of Settlement dated September 14, 2006 (the "Stipulation"). You can get a copy of the Stipulation by visiting You also can call the Claims Administrator at toll free ; write to In re Sears, Roebuck and Co. Securities Litigation, c/o The Garden City Group, Inc., Claims Administrator, P.O. Box 9000 #6228, Merrick, New York ; or visit the website at where you will find answers to common questions about the settlement, a Proof of Claim form, plus other information to help you determine whether you are a Class Member and whether you are eligible for a payment. 23. How do I get more information? For even more detailed information concerning the matters involved in this Action, reference is made to the pleadings, to the Stipulation, to the Orders entered by the Court and to the other papers filed in the Action, which may be inspected at the Office of the Clerk of the United States District Court for the Northern District of Illinois, Eastern Division, Everett McKinley Dirksen Building, Room 2044, 219 South Dearborn Street, Chicago, Illinois 60604, during regular business hours. PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBER S The $215,000,000 Cash Settlement Amount and the interest earned thereon shall be the Gross Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, attorneys' fees and expenses (the "Net Settlement Fund") shall be distributed to members of the Class who submit acceptable Proofs of Claim ("Authorized Claimants"). The Claims Administrator shall determine each Authorized Claimant's pro rata share of the Net Settlement Fund based upon each Authorized Claimant's "Recognized Claim." The Recognized Claim formula is not intended to be an estimate of the amount of what a Class Member might have been able to recover after a trial ; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants. The following Plan of Allocation reflects the plaintiffs' contention that the price of the various Sears securities were artificially inflated during the Class Period (October 24, 2001 through October 17, 2002) by various percentage amounts as various allegedly false and misleading positive statements were made by the Defendants, but that the inflation was first partly eliminated by disclosures made after the close of trading on Friday, October 4, 2002, and then completely eliminated by disclosures made before the opening of trading on Thursday, October 17, The Plan also reflects Class Counsel's conclusions, based on their review of liability factors identified by plaintiffs' liability experts, that it would be significantly harder to prove that defendants' positive statements from early in the Class Period were knowingly and materially false and misleading than it would be to prove that defendants' positive statements from later in the Class Period were knowingly and materially false and misleading. This is primarily because significantly more adverse data trends and other information relating to the performance and condition of Sears credit card operations became available in the later half of the Class Period compared to the earlier portions of the Class Period, with the result that claims that defendants made false or misleading positive statements on or after April 10, 2002 (when Sears first commented on the 1st quarter 2002 results of its credit card operations) would likely have been significantly easier to prove than claims that defendants made similar false or misleading positive statements concerning Sears' credit card operations before that date. Similarly, claims that defendants made false or misleading positive statements concerning Sears' credit card operations on or after January 10, 2002 (when Sears first commented positively on the 4th quarter

51 results of its credit card operations) would likely have been significantly easier to prove than claims that defendants made similar false or misleading positive statements before that date. A. Sears Common Stock Plaintiffs' damages expert is of the opinion that the price of Sears common stock was inflated artificially by the following percentage amounts as various disclosures were made during the Class Period : Date Range Plaintiffs ' Contention of Alleged Inflation (PCAI) 10/24/2001 to 1/10/2002 to 4/10/2002 to 7/18/2002 to 8/9/2002 to 10/7/ /8/2002 to 1/9/2002 4/09/2002 7/17/2002 8/8/ /4/ /16/ % 35. 5% 38. 3% 41. 5% 42. 9% 35. 8% 32. 0% 1. For shares of Sears common stock purchased during the Period October 24, 2001 through and including January 9, 20023, AND : (i) still owned as of the close of trading on January 14, 20034, Recognized Claim shall be one-third (33.3%) of the lesser of (a) the purchase price paid, including commissions, etc. (the "PPP") times the plaintiffs' contention of alleged inflation ("PCAI") on the date of purchase (as shown in the above chart), or (b) the PPP less $25.25 per share for each share still held at the close of trading on January 14, 2003 (the 90-day look-back value). (ii) sold on or after October 17, 2002 through and including January 14, 2003, Recognized Claim shall be one-third (33.3%) of the least of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less the sales proceeds received, net of commissions (the "SPR"), or (c) the PPP less $25.25 per share. (iii) sold on or after October 5, 2002 through and including October 16, 2002, Recognized Claim shall be onethird (33.3%) of the least of (a) the PPP times the PCAI on the date of purchase minus the SPR times the PCAI on the date of sale, or (b) the PPP less the SPR, or (c) the PPP less $25.25 per share. (iv) sold on or before October 4, 2002, there is no Recognized Claim (zero) for such securities. 2. For shares of Sears common stock purchased during the Period January 10, 2002 through and including April 9, 20025, AND : (i) still owned as of the close of trading on January 14, 2003, Recognized Claim shall be two-thirds (66.7%) of the lesser of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less $25.25 per share. (ii) sold on or after October 17, 2002 through and including January 14, 2003, Recognized Claim shall be two-thirds (66.7%) of the least of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less the SPR, or (c) the PPP less $25.25 per share. 3 As discussed above, Class Members faced a significantly greater risk in attempting to prove liability for purchases made during this period than later periods. The Recognized Claim amounts from purchases during this period are therefore discounted by two-thirds to reflect the greater risk that Class Members faced with respect to proving a claim based on purchases during this time period. 4 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, "in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated." $25.25 was the mean closing price of Sears common stock during the 90-day look back period beginning on October 17, 2002 and ending on January 14, As discussed above, Class Members faced a materially greater risk attempting to prove liability for purchases made during this period compared to later periods, although such risks were materially less than with respect to purchases made prior to January 10, The Recognized Claim amounts from purchases during this period are therefore discounted by one-third to reflect the relative risk that Class Members faced with respect to proving a claim based on purchases during this time period. 11

52 (iii) sold on or after October 5, 2002 through and including October 16, 2002, Recognized Claim shall be twothirds (66.7%) of the least of (a) the PPP times the PCAI on the date of purchase minus the SPR times the PCAI on the date of sale, or (b) the PPP less the SPR, or (c) the PPP less $25.25 per share. (iv) sold on or before October 4, 2002, there is no Recognized Claim (zero) for such securities. 3. For shares of Sears common stock purchased during the Period April 10, 2002 through and including October 16, 2002 AND : (i) still owned as of the close of trading on January 14, 2003, Recognized Claim shall be the lesser of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less $25.25 per share. (ii) sold on or after October 17, 2002 through and including January 14, 2003, Recognized Claim shall be the least of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less the SPR, or (c) the PPP less $25.25 per share. (iii) sold on or after October 5, 2002 through and including October 16, 2002, Recognized Claim shall be the least of (a) the PPP times the PCAI on the date of purchase minus the SPR times the PCAI on the date of sale, or (b) the PPP less the SPR, or (c) the PPP less $25.25 per share. (iv) sold on or before October 4, 2002, there is no Recognized Claim (zero) for such securities. B. Sears Debt Securities6 The following Plan of Allocation for Sears Debt Securities reflects the plaintiffs' contention that the prices of Sears Debt Securities were artificially inflated during the Class Period and that the declines in their prices, expressed as a percentage of their par value, on the following corrective disclosure dates : (1) October 7, 2002; (2) October 8, 2002 ; and (3) October 17, 2002 reflect the elimination of that inflation : SIP upon Rate turity Date ric e declin e (as a percentag e of face value) o n 10/7/2002 rice declin e (as a percentag e of face value) on 10/8/2002 rice declin e (as a percentag e of face value) on 10/17/2002 Price declin e (as a percentage of face value) o n 10/7/2002 An d 10/8/2002 Combined Price declin e (as a percentage of fac e value) on 10/8/2002 And 10/17/2002 Combined Maximum Loss (as a percentag e of face value) o n 10/7/2002, 10/8/200 2 An d 10/17/2002 Combined 90-Day Look bac k Perio d Averag e Price (as a percentag e of face value ) (10/17/0 2 Thr u 1/14/03) A BA5 9.38% 11/1/ B % 1/15/ C 81238XBJ9 9.08% 2/1/ D 81238XBNO 10.00% 2/3/ E 81238XBV2 9.05% 2/6/ F 81238XBY6 9.05% 2/6/ G 81238XBZ3 9.20% 2/6/2012 n/a H 81238XCE9 9.17% 2/13/2012 n/a XCH2 9.14% 2/13/2012 n/a J 81238XCJ8 9.10% 2/13/2012 n/a K 81238XCQ2 9.12% 2/13/2012 n/a L 81238XCSB 9.00% 2/14/2012 n/a M 81238XCU3 9.08% 2/14/2012 n/a rn 81238XCX7 9.03% 2/14/2012 n/a O 81238XCZ2 9.09% 2/15/2012 n/a Debt securities issued by Sears ' finance subsidia ry, Sears Roebuck Acceptance Corp. ("SRAC") are not eligible for a Recognized Claim. 12

53 P 81238XDF5 9.05% 2/20/2012 n/a Q 81238XDU2 8.66% 10/2/ R 81238XDY4 9.13% 2/27/2012 n/a S 81238XEK3 9.12% 3/1/2012 n/a T 81238XEL1 9.10% 2/28/2012 n/a U 81238XEP2 9.10% 3/1/2012 n/a V 81238XFH9 9.10% 3/12/2012 n/a W 81238XFN6 8.99% 3/16/2012 n/a X 81238XKEO 9.18% 5/4/ Y 81238XPGO 8.42% 12/10/ Z 81238XPV7 6.92% 5/12/ AA 81238XPW5 6.91% 5/15/ BB 81238XQJ3 6.67% 7/7/ CC 81238XQN4 6.63% 7/15/ DD 81238XQP9 6.64% 7/15/ EE 81238XQU8 6.56% 2/20/ FF 81238XQW4 6.54% 7/28/ GG 81238XQYO 6.66% 7/29/ HH 81238XQZ7 6.76% 7/30/ II 81238XRA1 6.76% 2/20/ JJ 81238XRD5 6.66% 8/5/ KK 81238XRE3 6.65% 2/20/ LL 81238XRFO 6.65% 8/6/ MM 81238XRG8 6.63% 8/11/ NN 81238XRJ2 6.64% 8/13/ XRL7 6.64% 8/18/ PP 81238XRN3 6.57% 8/19/ QQ 81238XRTO 6.34% 6/15/ RR 81238XRV5 6.27% 9/8/ SS 81238XRW3 6.18% 9/16/ TT 81238XRX1 6.16% 9/22/ UU 81238XRZ6 6.25% 9/29/ W 81238XSAO 6.15% 10/6/ WW 81238XTH4 8.24% 10/20/ XX 81238XTJO 8.23% 10/20/ W 81238XTM3 8.23% 10/21/ ZZ 81238XTSO 8.30% 10/26/ AAA F % 8/09/ BBB Physical 9.22% 08/21/06 TBD7 TBD TBD TBD TBD TBD TB D To be determined. 13

54 "Recognized Claims" on Sears Debt Securities purchased during the Class Period shall be calculated as follows : AND : 1. Sears Debt Securities purchased during the p eriod October 24, 2001 through January 9, 20028, (i) still owned as of the close of trading on January 14, 2003 (the end of the 90-Day Lookback Period), Recognized Claim shall be one third (33.3%) of the lesser of : (a) the purchase price paid, including commission, etc., but excluding any accrued interest paid on the purchase ("Debt-PPP") minus the 90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (b) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003, Recognized Claim shall be one third (33.3%) of the least of : (a) the Debt-PPP minus the sales proceeds received, net of any commissions, but excluding any accrued interest received on the sale (the "Debt-SPR"), or (b) the Debt-PPP minus the 90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (c) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002, Recognized Claim shall be one third (33.3%) of the lesser of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 plus the Price Decline percentage on October 8, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iv) sold on October 7, 2002, Recognized Claim shall be one third (33.3%) of the lesser of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (v) sold on or before October , there is no Recognized Claim (zero) for such securities. 2. Sears Debt Securities purchased during the period January 10, 2002 through and including April 9, AND : (i) still owned as of the close of trading on January 14, 2003, Recognized Claim shall be two thirds (66.7%) of the lesser of: (a) the Debt-PPP minus the 90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (b) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003, Recognized Claim shall be two thirds (66.7%) of the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (c) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002, Recognized Claim shall be two thirds (66.7%) of the lesser of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 plus the Price Decline percentage on October 8, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iv) sold on October 7, 2002, Recognized Claim shall be two thirds (66.7%) of the lesser of: (a) the Debt- PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (v) sold on or before October 6, 2002, there is no Recognized Claim (zero) for such securities. See footnote 3 above. See footnote 5 above. 14

55 3. Sears Debt Securities purchased during the period April 10, 2002 through October 6, 2002 AND : (i) still owned as of the close of trading on January 14, 2003 (the end of the 90-Day Lookback Period), Recognized Claim shall be the lesser of: (a) the Debt-PPP minus the 90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (b) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003, Recognized Claim shall be the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (c) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002, Recognized Claim shall be the lesser of : (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 plus the Price Decline percentage on October 8, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iv) sold on October , Recognized Claim shall be the lesser of : (a) the Debt-PPP minus the Debt- SPR, or (b) the Price Decline percentage on October 7, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (v) sold on or before October 6, 2002, there is no Recognized Claim (zero) for such securities. 4. Sears Debt Securities purchased on October AND : (i) still owned as of the close of trading on January 14, 2003, Recognized Claim shall be the lesser of: (a) the Debt-PPP minus the 90-Day Lookback Period percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (b) the Price Decline percentage on October 8, 2002 and the Price Decline percentage on October 17, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (ii) sold during the period October through the close of trading on January 14, 2003, Recognized Claim shall be the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90-Day Lookback Period percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (c) the Price Decline percentage on October 8, 2002 and the Price Decline percentage on October 17, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002, Recognized Claim shall be the lesser of : (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 8, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iv) sold on October 7, 2002, there is no Recognized Claim (zero) for such securities. 5. Sears Debt Securities purchased during the period October through the close of trading on October 16, 2002 AND : (i) still owned as of the close of trading on January 14, 2003, Recognized Claim shall be the lesser of: (a) the Debt-PPP minus the 90 Day Lookback Period percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (b) the Price Decline percentage on October 17, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003, Recognized Claim shall be the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90 Day Lookback Period percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or (c) the Price Decline percentage on October 17, 2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities. (iii) sold during the Period October through the close of trading on October 16, 2002, there is no Recognized Claim (zero) for such securities. 15

56 C. Options on Sears Common Stoc k "Recognized Claims" from losses in options on Sears common stock will be recognized for purposes of the settlement only for options open as of the close of trading on the dates October 4, 2002, October 7, 2002 and/or October 16, 2002 the days before Sears common stock declined as a result of corrective disclosures. Sears common stock price declined from a closing price of $37.64 on Friday, October 4, 2002 to close at $32.25 on Monday, October 7, 2002, a $5.39 decline. Sears common closed at $31.77 on Tuesday, October 8, 2002 a further $0.48 decline, and declined from $33.95 the close on October 16, 2002 to close at $23.15 on October 17, 2002, a drop of $ The $14.49 difference between the October 4 closing price of $37.64 and the October 17, 2002 closing price of $23.15 is the maximum loss that will be recognized on options traded during the Class Period. Recognized Claims from options traded during the Class Period shall be calculated as follows : Call Option Purchases : 1. No claim will be recognized for any Sears call options purchased during the Class Period that were not owned as of the close of trading on October 4, 2002, October 7, 2002 and/or October 16, Sears call options purchased during the period October 24, 2001 through the close of trading on January 9, 2002 AND : (i) owned as of the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be one-third (33.3%) of the lesser of (a) 50% of the difference, if a loss, between (x) the purchase price paid for the call options during the Class Period (including brokerage commissions and transaction charges) (the "Call-PPP") and (y) the sum for which said call options were subsequently sold at a loss whenever sold (after brokerage commissions and transaction charges) (or $0.00 if the call option expired while still owned by the Authorized Claimant) (the "Call-SPR") ; or (b) $7.245 per share covered by such call option contracts (50% of the $14.49 maximum per share claim for this loss). (ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be one-third (33.3%) of the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR; or (b) $2.94 per share covered by such call option contracts (50% of the $5.39 October 7 and $0.48 October 8, 2002 losses). (iii) sold on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be one-third (33.3%) of the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.70 per share covered by such call option contracts (50% of the $5.39 October 7, 2002 loss). 3. Sears call options purchased during the period January 10, 2002 through the close of trading on April 9, 2002 AND : (i) owned as of the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66.7%) of the lesser of.. (a) 50% of the difference, if a loss, between (x) the amount paid for the call options during the Class Period (including brokerage commissions and transaction charges) (the "Call-PPP") and (y) the sum for which said call options were subsequently sold at a loss whenever sold (after brokerage commissions and transaction charges) (or $0.00 if the call option expired while still owned by the Authorized Claimant) (the "Call-SPR") ; or (b) $7.245 per share covered by such call option contracts (50% of the $14.49 maximum per share claim for this loss). (ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66.7%) of the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.94 per share covered by such call option contracts (50% of the $5.39 October 7 and $0.48 October 8, 2002 losses). (iii) sold on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66.7%) of the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.70 per share covered by such call option contracts (50% of the $5.39 October 7, 2002 loss). 10 This discount reflects the fact that a purchase of a call option includes the payment of a time premium. 16

57 4. Sears call options purchased during the period April 10, 2002 through the close of trading on October 4, 2002 AND : (i) owned as of the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of. (a) 50%of the difference, if a loss, between (x) the amount paid for the call options during the Class Period (including brokerage commissions and transaction charges) (the "Call-PPP") and (y) the sum for which said call options were subsequently sold at a loss whenever sold (after brokerage commissions and transaction charges) (or $0.00 if the call option expired while still owned by the Authorized Claimant) (the "Call-SPR") ; or (b) $7.245 per share covered by such call option contracts (50% of the $14.49 maximum per share claim for this loss). (ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.94 per share covered by such call option contracts (50% of the $5.39 October 7 and $0.48 October 8, 2002 losses). (iii) sold on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.70 per share covered by such call option contracts (50% of the $5.39 October 7, 2002 loss). 5. Sears call options purchased on October 7, 2002 AND : (i) owned as of the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of. (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $4.55 per share covered by such call option contracts (50% of the $9.10 decline from the $32.25 closing price on October 7, 2002 to the October 17, 2002 closing price of $23.15). (ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR; or (b) $0.24 per share covered by such call option contracts (50% of the $0.48 decline on October 8, 2002). 6. Sears call options purchased during the period October 8, 2002 through the close of trading on October 16, 2002 AND : (i) owned as of the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $5.40 per share covered by such call option contracts (50% of the $10.80 decline from the $33.95 closing price on October 16, 2002 to the October 17, 2002 closing price of $23.15). 7. No loss shall be recognized based on a sale or writing of any call option that was subsequently repurchased. 8. Shares of Sears common stock acquired during the Class Period through the exercise of a call option shall be treated as a purchase of Sears common stock as shown in Section A above on the date of exercise for the exercise price plus the cost of the call option, and any Recognized Claim arising from such transaction shall be computed as provided for other purchases of common stock. Put Option Sales : 1. No claim will be recognized for any Sears put options sold (written) during the Class Period that were not the obligation of the claimant as of the close of trading on October 4, 2002, October 7, 2002 and/or October 16, For Sears put options written during the Class Period that were "put" to the Authorized Claimant (i.e., exercised), the Authorized Claimant's "Recognized Claim" shall be calculated as a purchase of Sears common stock as shown in Section A above, and as if the sale of the put option were instead a purchase of Sears common stock on the date of the sale of the put option, and the "purchase price paid" shall be the strike price less the proceeds received on the sale of the put option. 3. For Sears put options sold (written) during the period October 24, 2001 through January 9, 2002, AND : (i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be one-third (33.3%) of the lesser of (a) the difference, if a loss, 17

58 between (x) the amount received for writing the put options during the Class Period (net of brokerage commissions and transaction charges) (the "Put-SPR") and (y) the sum for which said put options were re-purchased at a loss11 at any time after the close of trading on October 16, 2002 (including brokerage commissions and transaction charges) (the "Put- PPP") ; or (b) $14.49 per share covered by such put option contracts. (ii) which were repurchased during the period from close of trading on October 7, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be one-third (33.3%) of the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading on October 16, 2002; or (b) $5.87 per share covered by such put option contracts. (iii) which were repurchased on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be onethird (33.3%) of the lesser of. (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading on October 7, 2002 ; or (b) $5.39 per share covered by such put option contracts. 4. For Sears put options sold (written) during the period January 10, 2002 through April 9, 2002, AND : (i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66.7%) of the lesser of (a) the difference, if a loss, between (x) the amount received for writing the put options during the Class Period (net of brokerage commissions and transaction charges) (the "Put-SPR") and (y) the sum for which said put options were re-purchased at a Ioss12 at any time after the close of trading on October 16, 2002 (including brokerage commissions and transaction charges) (the "Put- PPP"); or (b) $14.49 per share covered by such put option contracts. (ii) which were repurchased during the period from close of trading on October 7, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66.7%) of the lesser of. (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading on October 16, 2002; or (b) $5.87 per share covered by such put option contracts. (iii) which were repurchased on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be twothirds (66.7%) of the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading on October 7, 2002 ; or (b) $5.39 per share covered by such put option contracts. 5. For Sears put options sold (written) during the period April 10, 2002 through October 4, 2002, AND : (i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) the amount received for writing the put options during the Class Period (net of brokerage commissions and transaction charges) (the "Put-SPR") and (y) the sum for which said put options were re-purchased at a loss13 at any time after the close of trading on October 16, 2002 (including brokerage commissions and transaction charges) (the "Put-PPP") ; or (b) $14.49 per share covered by such put option contracts. (ii) which were repurchased during the period from close of trading on October 7, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading on October 16, 2002 ; or (b) $5.87 per share covered by such put option contracts. (iii) which were repurchased on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of ( a) the difference, if a loss, between (x) the Put-SPR and (y ) the Put-PPP for which said put options were re- 11 For Sears put options sold (written) during the Class Period that expired unexercised, an Authorized Claimant's "Recognized Claim" shall be $ For Sears put options sold (written) during the Class Period that expired unexercised, an Authorized Claimant's "Recognized Claim" shall be $ For Sears put options sold (written) during the Class Period that expired unexercised, an Authorized Claimant's "Recognized Claim" shall be $

59 purchased at a loss before the close of trading on October 7, 2002 ; or (b) $5.39 per share covered by such put option contracts. 6. For Sears put options sold (written) on October 7, 2002, AND : (i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of. (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss after October 16, 2002 ; or (b) $9.10 per share covered by such put option contracts. (ii) which were repurchased during the period October 8, 2002 through the close of trading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading on October 16, 2002 ; or (b) $0.48 per share covered by such put option contracts. 7. For Sears put options sold (written ) during the period October 8, 2002 through October 16, 2002 AND : (i) which were the obligation of the Authorized Claimant at the close of trading on October 16, 2002), an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss after the close of trading on October 16, 2002 ; or (b) $10.80 per share covered by such put option contracts. 8. No loss shall be Recognized based on a sale of any put option that was previously purchased. The total recovery payable to Authorized Claimants from transactions in Sears Debt Securities, and call or put options shall not exceed five percent (5%) of the Net Settlement Fund. In the event a Class Member has more than one purchase or sale of Sears securities, all purchases and sales shall be matched on a First In First Out ("FIFO") basis, Class Period sales will be matched first against any Sears securities held at the beginning of the Class Period and then against purchases in chronological order. A purchase or sale of Sears securities shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt or grant by gift, devise or operation of law of Sears securities during the Class Period shall not be deemed a purchase or sale of Sears securities for the calculation of an Authorized Claimant's Recognized Claim nor shall it be deemed an assignment of any claim relating to the purchase of such securities unless specifically provided in the instrument of gift or assignment. The receipt of Sears securities during the Class Period in exchange for securities of any other corporation or entity shall not be deemed a purchase or sale of Sears securities. To the extent a Claimant had a gain from his, her or its overall transactions in Sears securities during the Class Period, the value of the Recognized Claim will be zero. To the extent that a Claimant suffered an overall loss on his, her or its overall transactions in Sears securities during the Class Period, but that loss was less than the Recognized Claim calculated above, then the Recognized Claim shall be limited to the amount of the actual loss. For purposes of determining whether a Claimant had a gain from his, her or its overall transactions in Sears securities during the Class Period or suffered a loss, the Claims Administrator shall : (i) total the amount paid for all Sears securities purchased during the Class Period by the claimant (the "Total Purchase Amount") ; (ii) match any sales of Sears securities during the Class Period first against the Claimant's opening position in that or those security(ies) (the proceeds of those sales will not be considered for purposes of calculating gains or losses) ; (iii) total the amount received for sales of the remaining shares of Sears securities sold during the Class Period (the "Sales Proceeds") ; (iv) ascribe a $25.25 per common share, and the 90 Day Lookback Period values to each Sears Debt Security purchased during the Class Period and still held at the end of the Class Period, and add the values of any unexpired call options purchased during the Class Period and still owned as of the close of trading on October 17, 2002, and subtract the value of any unexpired put options for which the claimant was liable as of the close of trading on October 17, 2002 (collectively the "Holding Value"). The difference between (i) the Total Purchase Amount and the (ii) sum of the Sales Proceeds and the Holding Value, will be deemed a Claimant's gain or loss on his, her or its overall transactions in Sears common stock during the Class Period. Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her or its Recognized Claim as compared to the total Recognized Claims of all Authorized Claimants. Class Members who do not submit acceptable Proofs of Claim will not share in the settlement proceeds. Class Members who do not either submit a request for exclusion or submit an acceptable Proof of Claim will nevertheless be bound by the settlement and the Order and Final Judgment of the Court dismissing this Action. 19

60 Distributions will be made to Authorized Claimants after all claims have been processed and after the Court has finally approved the settlement. If any funds remain in the Net Settlement Fund by reason of un-cashed checks or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distributions, any balance remaining in the Net Settlement Fund one (1) year after the initial distribution of such funds shall be re-distributed to Class Members who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution, after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund for such re-distribution. If after six months after such re-distribution any funds shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, not-for-profit, 501 (c)(3) organization(s) to be designated by the Court after twenty (20) days prior notice to the Lead Plaintiff and Sears, each of which may suggest to the Court one or more such organizations for the Court's selection, but the Court shall not be limited to such suggested organizations. Plaintiffs, Defendants, their respective counsel, and all other Released Parties shall have no responsibility for or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Allocation or the determination, administration, calculation, or payment of any Proof of Claim or non-performance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund or any losses incurred in connection therewith. Defendants bear no responsibility for and take no position on the Plan of Allocation set forth above or any of its premises. Among other things, defendants have denied and continue to deny that the price of any Sears security was "inflated" at any time. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEE S If you purchased the securities of Sears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive, for the beneficial interest of a person or organization other than yourself, the Cou rt has directed that, WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator the name and last known address of each person or organization for whom or which you purchased Sears securities during such time period or (b) request additional copies of this Se ttlement Notice and the Proof of Claim form, which will be provided to you free of charge, and within seven (7) days mail the Settlement Notice and Proof of Claim form directly to the bene ficial owners of those Sears securities. If you choose to follow alternative procedure (b), the Cou rt has directed that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed. You are entitled to reimbursement from the Se tt lement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid upon request and submission of appropriate suppo rt ing documentation. All communications concerning the foregoing should be addressed to the Claims Administrator : In re Sears, Roebuck and Co. Securities Litigation c/o The Garden City Group, Inc. Claims Administrator P.O. Box 9000 #6228 Merrick, New York (800) Dated: Chicago, Illinois October 6, 2006 By Order of the Cou rt CLERK OF THE COURT 20

61 EXHIBIT A - 2

62 In re Sears, Roebuck and Co. Securities Litigation Must be Postmarked c/o The Garden City Group, Inc. No Later Than SRS Claims Administrator January 5, 2007 P.O. Box Merrick, New York I IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIII IIIIIIII Toll Free : 1(800 ) PART I : CLAIMANT IDENTIFICATION : Claim Number: Control Number : PROOF OF CLAI M WRITE ANY NAME AND ADDRESS CORRECTIONS BELOW OR IF THERE IS NO PREPRINTED DATA TO THE LEFT, YOU MUST PROVIDE YOUR FULL NAME AND ADDRESS HERE : Name: IF THE ABOVE AREA IS BLANK YOU MUST ENTER YOUR FULL NAME AND ADDRESS HERE You must provide the last 4 digits of your Social Security NumberlTaxpayer ID Number if box is blank : I Daytime Telephone Number: l ( ) - Evening Telephone Number: ( ) - Check appropriate box : Individual Joint Owners Estate Corporation IRA Other (Specify ) Address : IF YOU PURCHASED SECURITIES OF SEARS, ROEBUCK AND CO. ("SEARS") BETWEEN OCTOBER 24, 2001 AND OCTOBER 17, 2002, INCLUSIVE ("CLASS PERIOD"), YOU MAY BE A "CLASS MEMBER" ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. Excluded from the Class are : (1) defendants, the officers and directors of Sears at all relevant times, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants have or had a controlling interest, and (2) the persons and/or entities who previously excluded themselves from the Class by filing a request for exclusion in response to the Notice of Pendency. IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM IN ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS. YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NO LATER THAN JANUARY 5, 2007 TO THE FOLLOWING ADDRESS : In re Sears, Roebuck and Co. Securities Litigation c/o The Garden City Group, Inc. Claims Administrator P.O. Box 9000 #6228 Merrick, New York YOUR FAILURE TO SUBMIT YOUR CLAIM BY JANUARY 5, 2007 WILL SUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOUR RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS LITIGATION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR.

63 CLAIMANT'S STATEMEN T 1. I affirm that I purchased securities of Sears, Roebuck and Co. ("Sears") between October 24, 2001 and October 17, 2002, inclusive as listed herein. (Do not submit this Proof of Claim if you did not purchase Sears securities during this period). 2. By submitting this Proof of Claim, I state that I believe in good faith that I am a Class Member as defined above and in the Notice of Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairness Hearing (the "Settlement Notice"), or am acting for such person ; that I am not a Defendant in the Action or anyone excluded from the Class; that I have read and understand the Settlement Notice ; that I believe that I am entitled to receive a share of the Net Settlement Fund; that I elect to participate in the proposed Settlement described in the Settlement Notice ; and that I have not previously submitted a request for exclusion. (If you are acting in a representative capacity on behalf of a Class Member (e.g., as an executor, administrator, trustee, or other representative), you must submit evidence of your current authority to act on behalf of that Class Member. Such evidence would include, for example, letters testamentary, letters of administration, or a copy of the trust documents.) 3. I consent to the jurisdiction of the Court with respect to all questions concerning the validity of this Proof of Claim. I understand and agree that my claim may be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to my status as a Class Member and the validity and amount of my claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with processing of the Proofs of Claim. 4. I have set forth where requested below all relevant information with respect to each purchase of Sears securities during the Class Period, and each sale, if any, of such securities. I agree to furnish additional information (including transactions in other Sears securities) to the Claims Administrator to support this claim if requested to do so. 5. I have enclosed photocopies of the stockbroker's confirmation slips, stockbroker's statements, or other documents evidencing each purchase, sale or retention of Sears securities listed below in support of my claim. (IF ANY SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOUR BROKER BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM.) 6. I understand that the information contained in this Proof of Claim is subject to such verification as the Claims Administrator may request or as the Court may direct, and I agree to cooperate in any such verification. (The information requested herein is designed to provide the minimum amount of information necessary to process most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your Recognized Claim. In some cases the Claims Administrator may condition acceptance of the claim based upon the production of additional information, including, where applicable, information concerning transactions in any derivatives of the subject securities such as options.) 7. I hereby acknowledge that, as a Class Member, I (or the person or entity for whom or which I am executing this Proof of Claim) will be bound by the terms of the Stipulation of Settlement and Order and Final Judgment in this action and, to the full extent set forth in the Stipulation of Settlement, upon the Effective Date will have granted a release of all "Settled Claims" to all "Released Parties" on behalf of myself (or on behalf of the Class Member for whom or which I submit this Proof of Claim) and my (or such Class Member's) heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns. 8. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files in the required file layout. All Claimants MUST submit a manually signed paper Proof of Claim form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at 1-(800) or visit to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data.

64 PART II : SCHEDULE OF TRANSACTIONS IN SEARS COMMON STOC K Separately list each of your purchases or sales of Sears common stock below. Photocopy this page if more space is needed. Be sure to include your name and Social Securi ty number or Tax ID number on any additional sheets. The date of purchase, acquisition or sale is the "trade" or "contract" date, and not the "settlement' or "payment" date. 9. BEGINNING HOLDINGS: At the close of business on October 23, 2001, I owned shares of Sears common stock. (If none, write "zero" or "0") (If other than zero, must be documented). 10. PURCHASES : I made the following purchases of Sears common stock between October 24, 2001 and October 17, 2002, inclusive (must be documented). (Persons who received Sears common stock during the Class Period other than by purchase are not eligible to submit claims for those transactions.) : Date(s) of Purchase (List Number of Shares of Purchase Price Per Share Aggregate Cost (including Please Check the Box if Chronologically) Common Stock of Common Stock commissions, taxes, and this Transaction was the (Month/Day/Year) Purchased fees) Result of the Exercise of an Optio n 1 1$ Is I I Is Is 0 I Is :1 Fs :1 1 1 PURCHASES : Between October 18, 2002 and Janua ry 14, 2003, inclusive, I purchased shares of Sears common stock. (If none, write "zero" or "0") 12. SALES: I made the following sales of Sears common stock between October 24, 2001 and Janua ry 14, 2003, inclusive (must be documented) : Date(s) of Sale (List Number of Shares of Sale Price Per Share of Amount Received (net of Chronologically) Common Stock Sold Common Stock commissions, taxes, and (Month/Day/Year) fees) i i I_11$ _ 1 1$ _ I i i 000 i i I_11$ _ 1 1$ _ I I _/_/_ I I _ 1 1$_1 1 $_I 13. UNSOLD HOLDINGS : At the close of trading on Janua ry 14, 2003, I owned shares of Sears common stock (If none, write "zero" or "0") (If other than zero, must be documented). IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAG E 3

65 PART III. SCHEDULE OF TRANSACTIONS IN SEARS DEBT SECURITIES Separately list each of your purchases or sales in Sears Debt Securities below. Attach a separate schedule if more space is needed. Be sure to include and sign your name and Social Securi ty number or Tax ID number on any additional sheets. The date of purchase or sale is the "trade" or "contract" date, and not the "settlement" or "payment" date. 14. BEGINNING POSITION : At the close of business on October 23, 2001, I owned the following Sears Debt Securities in the principal amounts indicated (must be documented) : (For Type of Sears Debt Securities, see pages 6 and 7 ) Type of Sears Deb t Security (see pages 6 Principal Amount and 7) I i s 15. PURCHASES : I made the following purchases of Sears Debt Securities during the period between October 24, 2001 and October 17, 2002, inclusive (must be documented) : Type of Sears Debt Date(s) of Purchase Principal Purchase Price per Aggregate Cost Security (List Chronologically) Amount $1,000 of Principal (including commissions, (see pages 6 and 7) (Month/Day/Year) Amount taxes, and fees ) I / 000 I _ II _ /_I 000 I / / PURCHASES : I made the following purchases of Sears Debt Securities during the period between October 18, 2002 and Janua ry 14, 2003, inclusive (must be documented) : Type of Sears Debt Date(s) of Purchase Principal Security (List Chronologically) Amount (see pages 6 and 7) (Month/Day/Year) T7 Fs- F-- J $ 11 /7s j IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

66 17 SALES : I made the following sales of Sears Debt Securities between October 24, 2001 and Janua ry 14, 2003, inclusive (must be documented) : Type of Sears Debt Date(s) of Sale (List Principal Sale Price per Amount Received (net of Security Chronologically) Amount $1,000 of Principal commissions, taxes, and (see pages 6 and 7) (Month/Day/Year) Amount fees ) 1 1$ 1 1$ 1 1 $ 0 I _ II_I_ I ~ ENDING HOLDINGS : At the close of business on January 14, 2003, I owned the following Sears Debt Securities in the principal amounts indicated (must be documented) : Type of Sears Debt Security Principal Amount (see paces 6 and 7) 5

67 Indicate Type of Sears Debt Securities by code letter as shown below : Type of Sears Debt Security CUSIP COUPO N RATE MATURITY DATE A BA5 9.38% 11/01/201 1 B BB3 6.25% 01/15/200 4 C XBJ9 9.08% 02/01/201 2 D XBNO 10.00% 02/03/201 2 E XBV2 9.05% 02/06/201 2 F XBY6 9.05% 02/06/201 2 G XBZ3 9.20% 02/06/201 2 H XCE9 9.17% 02/13/ XCH2 9.14% 02/13/201 2 J XCJ8 9.10% 02/13/201 2 K XCQ2 9.12% 02/13/201 2 L XCS8 9.00% 02/14/201 2 M XCU3 9.08% 02/14/201 2 N XCX7 9.03% 02/14/ XCZ2 9.09% 02/15/201 2 P XDF5 9.05% 02/20/201 2 Q XDU2 8.66% 10/02/2006 R XDY4 9.13% 02/27/201 2 S XEK3 9.12% 03/01/201 2 T XEL1 9.10% 02/28/201 2 U XEP2 9.10% 03/01/201 2 V X F H % 03/12/201 2 W XFN6 8.99% 03/16/201 2 X XKEO 9.18% 05/04/201 1 Y XPGO 8.42% 12/10/200 2 Z XPV7 6.92% 05/12/200 3 AA XPW5 6.91% 05/15/200 3 BB 81238XQJ3 6.67% 07/07/200 3 CC XQN4 6.63% 07/15/200 3 DD XQP9 6.64% 07/15/2003 EE XQU8 6.56% 02/20/2003 FF XQW4 6.54% 07/28/2003 GG XQYO 6.66% 07/29/2003 HH XQZ7 6.76% 07/30/2003 I XRAl 6.76% 02/20/2003 JJ XRD5 6.66% 08/05/2003

68 Type of Sears Debt Securi ty CUSIP COUPON RATE MATURITY DAT E KK XRE3 6.65% 02/20/200 3 LL XRFO 6.65% 08/06/200 3 MM 81238XRG8 6.63% 08/11/2003 NN XRJ2 6.64% 08/13/ XRL7 6.64% 08/18/200 3 PP XRN3 6.57% 08/19/200 3 QQ XRTO 6.34% 06/15/2004 RR XRV5 6.27% 09/08/2003 SS XRW3 6.18% 09/16/2003 TT XRX1 6.16% 09/22/2003 UU XRZ6 6.25% 09/29/2003 W XSAO 6.15% 10/06/2003 VWV XTH4 8.24% 10/20/2004 XX XTJO 8.23% 10/20/2004 YY XTM3 8.23% 10/21/2004 ZZ XTSO 8.30% 10/26/2004 AAA F % 8/9/202 1 BBB Physical 9.22% 8/21/2006

69 PART IV. SCHEDULE OF TRANSACTIONS IN CALL OPTIONS ON SEARS COMMON STOC K Separately list each of your applicable purchases or sales in Sears call options below. Attach a separate schedule if more space is needed. Be sure to include and sign your name and Social Security number or Tax ID number on any additional sheets. The date of purchase or sale is the "trade" or "contract" date, and not the "settlement" or "payment" date. 19. BEGINNING POSITION : At the close of business on October 23, 2001, I owned the following call options on Sears common stock (must be documented) : Date of Purchase Number of Strike Price Expiration Date Purchase Price Amount Paid Insert an "E" Exercise Date (List Chronologically) Contracts (Month/Year) Per (including commissions, if Exercized or (Month/Day/Year) (Month/Day/Year) (eg. May/2002) Contract taxes, and fees) an "X" if Expire d F-1 Is I I / A s 1 1 :1 El I F-1 Is 1 1 / :1 1$ 1 1 _j I El I / J /-J F~ I s 1 1 /7 1s 1 1 ::1 El I D 20. PURCHASES: I made the following purchases of call options on Sears common stock between October 24, 2001 and October 17, 2002, inclusive (must be documented) : Date of Purchase Number of Strike Price Expiration Date Purchase Price Amount Paid Insert an "E" Exercise Date (List Chronologically) Contracts (Month/Year) Per (including commissions, if Exercized or (Month/Day/Year) (Month/Day/Year) (eg. May/2002) Contract taxes, and fees) an "X" if Expired F~ Fs- 1 :1 1$ 1 1 El F~ 1$ 1 1 / :1 1$ 1 1 El I D F~ Is I I / :] is 1 1 :j 21. SALES : I made the following sales of call options on Sears common stock which call options were purchased between October 24, 2001 and October 17, 2002, inclusive (include all such sales no matter when they occurred) (must be documented) : Date of Sale (List Chronologically) (Month/Day/Year) Number o f Contracts Strike Price Expiration Date (Month/Year) (eg. May/2002) Sale Price Amount Received Per (net of commissions, Contract taxes, and fees) Is 1 1 :J Fs- J 1 is / 7is I F / I_I_/_I I_1 1$ 11-1 r$ j F I /E] El I s I I :::] Is I =--J_ IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

70 PART V. SCHEDULE OF TRANSACTIONS IN PUT OPTIONS ON SEARS COMMON STOC K Separately list each of your applicable purchases or sales in Sears put options below. Attach a separate schedule if more space is needed. Be sure to include and sign your name and Social Securi ty number or Tax ID number on any additional sheets. The date of purchase or sale is the "trade" or "contract" date, and not the "settlement" or "payment" date. 22: BEGINNING POSITION : At the close of business on October 23, 2001, I was obligated on the following put options on Sears common stock (must be documented) : Number of Contracts Strike Price Expiration Date Sale Price Amount Received Insert an "A" Assign Date (Month/Year) Per Contract (net of commissions, if Assigned or (Month/Day/Year) (eg. May/2002) taxes, and fees) an "X" if Expire d I I : SALES (WRITING) OF PUT OPTIONS : I wrote (sold) put options on Sears common stock between October 24, 2001 and October 17, 2002, inclusive, as follows (must be documented) : Date of Writing (Sale) Number of Strike Price Expiration Date Sale Price Amount Received Insert an "A" Assign Date (List Chronologically) Contracts (Month/Year) Per Contract (net of commissions, if Assigned or (Month/Day/Year ) (Month/Day/Year) (eg. May/2002) taxes, and fees) an "X" if Expired II 0000 I / :1F : COVERING TRANSACTIONS (REPURCHASES ) : I made the following repurchases of put options on Sears common stock that I wrote (sold) between October 24, 2001 and October 17, 2002, inclusive (include all repurchases no matter when they occurred) (must be documented) : Date of Purchas e ( List Chronologically) ( Month/Day/Year) Number of Contracts Strike Price Expiration Date (Month/Year) (eg. May/2002) Price Paid Aggregate Cos t Per (including commissions, Contract taxes, and fees) I E] Is 1 1 $ E $ _ I I_/_1 1$_II _ I ~ Is 1 1 $ ~~ 1--]- $ 1 ::1 $ IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

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