UNITED STATES DISTRICT COURT SOUTHERN DISTRICT NEW YORK ) ) MDL Docket 1500

Transcription

1 In Re AOL TIE WARER, IC. SECURITIES & ERISA LITIGATIO UITED STATES DISTRICT COURT SOUTHER DISTRICT EW ORK ) ) DL Docket 1500 ) ) 02-CIV-5575 (SWK) ) ) CLASS ACTIO ) PROOF OF CLAI AD RELEASE GEERAL ISTRUCTIOS It is important that you completely read and understand the otice of Proposed 65 Billion Settlement of Securities Class Action, Certification of a Settlement Class, Final Approval Hearing, Application for Attorneys Fees and Expenses, and Proposed Plan of Allocation (the otice ) that accompanies this Proof of Claim and Release. The otice describes the proposed Settlement, how Class embers are affected by the Settlement, and the manner in which the Settlement monies will be distributed, if the Settlement is approved by the Court. The otice also contains the definitions of many of the defined terms (which are indicated by initial capital letters) used in this Proof of Claim and Release. By signing and submitting the Proof of Claim and Release, you will be certifying that you have read and understood the otice. I ORDER TO PARTICIPATE I THE SETTLEET, OU UST AIL OUR COPLETED AD SIGED PROOF OF CLAI AD RELEASE, B FIRST-CLASS AIL, POSTAGE PREPAID, POSTARKED O OR BEFORE FEBRUAR 21, 2006, ADDRESSED TO: AOL Time Warner Litigation Settlement Administrator c/o Gilardi & Co., LLC P.O. Box Petaluma, CA (877) Website: This Proof of Claim and Release is directed to: all persons or entities who purchased, exchanged or otherwise acquired publicly traded common stock of AOL and/or bought or sold options on AOL common stock during the period January 27, 1999 through and including January 11, 2001, and all persons and entities who purchased, exchanged or otherwise acquired publicly traded common stock or bonds of AOL Time Warner and/or bought or sold options on AOL Time Warner common stock during the period January 11, 2001 through and including August 27, 2002, and were damaged thereby (the "Securities Class"). Excluded from the Securities Class are (1) Defendants (including individuals proposed to be made Defendants in the pending motion to amend the Complaint), Defendants' immediate families, and the legal representatives, heirs, successors or assigns of any Defendant, and any Entity in which any Defendant has or had a controlling interest; and (2) the senior Officers and Directors of AOL and Time Warner 1 at any time during the Class Period (defined, in the case of Officers, as those individuals at AOL and Time Warner with a title of Senior Vice President or above). Also excluded from the Securities Class are any putative Securities Class members who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the otice. The above mentioned AOL and AOL Time Warner common stock, options on AOL or AOL Time Warner common stock, and AOL Time Warner Bonds are collectively referred to herein as the Subject Securities. Securities Class ember means any person or entity who is a member of the Securities Class. 4. Claimant means the person or entity who submits a Proof of Claim and Release or on whose behalf a Proof of Claim and Release is submitted. 5. IF OU ARE OT A SECURITIES CLASS EBER, OR IF OU, OR SOEOE ACTIG O OUR BEHALF, HAS FILED A REQUEST FOR EXCLUSIO FRO THE CLASS, DO OT SUBIT A PROOF OF CLAI AD RELEASE. OU A OT PARTICIPATE I THE SETTLEET IF OU ARE OT A SECURITIES CLASS EBER. IF OU HAVE FILED A REQUEST FOR EXCLUSIO, A PROOF OF CLAI AD RELEASE THAT OU SUBIT, OR WHICH A BE SUBITTED O OUR BEHALF, WILL OT BE ACCEPTED. 6. To recover as a Securities Class ember, you must complete and sign this Proof of Claim and Release and mail it to the Settlement Administrator postmarked on or before February 21, If you fail to submit a timely, properly addressed, and completed Proof of Claim and Release, your claim may be rejected and you may be precluded from receiving any distribution of the Settlement monies. 1 In October of 2003, AOL Time Warner Inc. changed its name to Time Warner Inc. 1

2 7. Submission of this Proof of Claim and Release does not ensure that you will share in the proceeds of the Settlement or any other monies distributed as part of the Settlement. Distributions to Securities Class embers are governed by the Plan of Allocation and must be approved by the Court. The proposed Plan, which is subject to the Court's approval, is referred to in and attached to the accompanying otice. 8. If you have questions concerning the Proof of Claim and Release, or need additional copies of the Proof of Claim and Release or otice, you may contact the Settlement Administrator, Gilardi & Co., LLC, at the above address or , or you can your inquiries through the Settlement Administrator's Internet web site, 9. Whether or not you submit a Proof of Claim and Release, if you are a Securities Class ember and do not exclude yourself by letter postmarked no later than January 9, 2006 which provides the information set forth in the otice, you will be bound by the terms of any judgment that the Court enters, including that part of the judgment that enjoins the filing or continued prosecution of Released Claims and that releases the Released Claims against the Released Persons if the Court approves the Settlement. 10. ou are required to submit genuine and sufficient documentation for all your transactions and relevant positions in the Subject Securities during the period from January 26, 1999 through ovember 22, 2002 (and through December 6, 2002 for AOL Time Warner Bonds). This documentation may be photocopies of stockbrokers' confirmation slips; stockbrokers' monthly statements (reflecting your opening and closing balances for the months specified on the claim form, and in which transactions during the Class Period occurred); schedules attached to tax filings; or signed letters from brokers, on their letterheads, giving all the information that would be found on a confirmation slip. IF SUCH DOCUETS ARE OT I OUR POSSESSIO, PLEASE OBTAI COPIES OR EQUIVALET COTEPORAEOUS DOCUETS FRO OUR BROKER OR TAX ADVISOR. FAILURE TO SUPPL THIS DOCUETATIO COULD RESULT I REJECTIO OF OUR CLAI. DO OT SED ORIGIAL STOCK CERTIFICATES. 1 All joint purchasers and/or sellers must sign this Proof of Claim and Release. 1 Agents, executors, administrators, guardians, and trustees must complete and sign the Proof of Claim and Release on behalf of persons represented by them and they must: (a) expressly state the capacity in which they are acting; (b) identify the name, account number, Social Security umber (or taxpayer identification number), address and telephone number of the beneficial owner of (or other person or entity on whose behalf they are acting with respect to) the Subject Securities; and (c) furnish herewith evidence of their authority to bind the person or entity on whose behalf they are acting as to the Proof of Claim and Release. (Authority to complete and sign a Proof of Claim and Release cannot be established by stockbrokers only demonstrating that they have discretionary authority to trade stock in another's accounts.) 1 By submitting a signed Proof of Claim and Release, you will be swearing that you: (a) own(ed) the Subject Securities you have listed in the Proof of Claim and Release; or (b) are expressly authorized to act on behalf of the owner thereof. 14. By submitting a signed Proof of Claim and Release, you will be swearing to the truth of the statements contained therein and the genuineness of the documents attached thereto, subject to penalties of perjury under the laws of the United States of America. The making of false statements, or the submission of forged or fraudulent documentation, will result in the rejection of your claim and may subject you to civil liability or criminal prosecution. 15. Please understand that all information required by this Proof Claim and Release form is necessary for the Settlement Administrator to accurately evaluate and process your potential claim according to the Plan of Allocation. 2

3 Official Office Use Only UITED STATES DISTRICT COURT SOUTHER DISTRICT OF EW ORK I RE: AOL TIE WARER SECURITIES & ERISA LITIGATIO DL DOCKET CIV 5575 (SWK) PROOF OF CLAI Please Print in the Boxes Below Do not use Red Ink, Pencil, or Staples ust be Postmarked o Later Than February 21, 2006 ALTW1 STATEET OF CLAI Last ame (Beneficial Owner) First ame (Beneficial Owner) Last ame (Co-Beneficial Owner) First ame (Co-Beneficial Owner) Company/Beneficial Owner (If Claimant is not an Individual) Trustee/Custodian/ominee Account#/Fund# (ot ecessary for Individual Filers) Trust/Pension Date Social Security umber Telephone umber (Day) or Employer Identification umber Telephone umber (Evening) Address AILIG IFORATIO Address Address City State Zip Code Foreign Province Foreign Zip Code Foreign Country Abbreviation For Claims Processing Only PC LS BC1 DEF LATE 3

4 AOL TIE WARER COO STOCK: umber of shares of AOL common stock held at the close of trading on January 26, 1999: Proof umber of shares of AOL common stock or AOL Time Warner common stock purchased or acquired during the period January 27, 1999 through August 27, 2002, inclusive (with the exclusion of shares covered by questions 3 and 4 below): PURCHASES Date(s) of Purchase D D umber of Shares of Common Stock Purchased umber of shares of AOL Time Warner common stock received in exchange for AOL common stock in January 2001, as part of the AOL Time Warner merger: SALES Date(s) of Sales D D umber of Shares of Common Stock Sold Purchase Price (not including commissions, taxes and fees) Sale Price (not including commissions, taxes and fees) Proof Proof of Exchange 4. umber of shares of AOL Time Warner common stock received in exchange for Time Warner common stock in January 2001, as Proof of Exchange part of the AOL Time Warner erger: 5. Sales of AOL or AOL Time Warner common stock sold from January 27, 1999 through August 27, 2002, inclusive: Proof of Sale 6. umber of shares of AOL Time Warner common stock held at the close of trading on August 27, 2002: Proof *SECURIT TPE of Securities A : AOL B : AOL Time Warner COO STOCK COTIUED O EXT PAGE If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page. OU UST READ AD SIG THIS PROOF OF CLAI AD RELEASE. FAILURE TO SIG A RESULT I A DELA I PROCESSIG OR THE REJECTIO OF OUR CLAI. 4

5 AOL TIE WARER COO STOCK (COT.): 7. Sales of AOL Time Warner common stock sold from August 28, 2002 through ovember 22, 2002, inclusive: SALES Date(s) of Sales D D umber of Shares of Common Stock Sold Sale Price (not including commissions, taxes and fees) Proof of Sale *SECURIT TPE of Securities A : AOL B : AOL Time Warner AOL TIE WARER BODS: 8. I purchased or acquired AOL Time Warner bonds during the period April 1, 2001 through December 6, 2002, inclusive: PURCHASES Date(s) of Purchase Purchase Price Proof of (not including commissions, Purchase (onth/day/ear) Face Value taxes and fees) D D *TPE OF BOD C : 6.125% otes Due 4/15/2006 D : 6.750% otes Due 4/15/2011 E : 7.625% Debentures Due 4/15/2031 F : 5.625% otes Due 5/1/2005 G : 6.150% otes Due 5/1/2007 H : 6.875% otes Due 5/1/2012 I : 7.7% Debentures Due 5/1/2031 *BODS COTIUED O EXT PAGE If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page. OU UST READ AD SIG THIS PROOF OF CLAI AD RELEASE. FAILURE TO SIG A RESULT I A DELA I PROCESSIG OR THE REJECTIO OF OUR CLAI. 5

6 AOL TIE WARER BODS (COT.): 9. I sold AOL Time Warner bonds during the period April 1, 2001 through December 6, 2002, inclusive: SALES Date(s) of Sale (onth/day/ear) Face Value D D Sale Price (not including commissions, taxes and fees) Proof of Sale 10. umber of bonds of AOL Time Warner held as of close of trading on December 6, 2002, inclusive: umber Held Proof umber Held Proof G H I J K L *TPE OF BOD C : 6.125% otes Due 4/15/2006 D : 6.750% otes Due 4/15/2011 E : 7.625% Debentures Due 4/15/2031 F : 5.625% otes Due 5/1/2005 G : 6.150% otes Due 5/1/2007 H : 6.875% otes Due 5/1/2012 I : 7.7% Debentures Due 5/1/2031 If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page. OU UST READ AD SIG THIS PROOF OF CLAI AD RELEASE. FAILURE TO SIG A RESULT I A DELA I PROCESSIG OR THE REJECTIO OF OUR CLAI. 6

7 FOR CALL OPTIOS O AOL TIE WARER COO STOCK 1 At the close of trading on January 26, 1999 I owned the following call options of AOL common stock: umber of Call Option Contracts Strike Price Expiration Date (onth/day/ear) 1 I made the following purchases of call options on AOL or AOL Time Warner common stock during the period from January 27, 1999 through ovember 22, 2002, inclusive: Date(s) of Purchase (onth/day/ear) umber of Contracts Strike Price Expiration Date (onth/day/ear) Purchase Price Proof of (net of commissions, Purchase taxes and fees) 1 I made the following sales of call options on AOL or AOL Time Warner common stock during the period from January 27, 1999 through ovember 22, 2002, inclusive: Date(s) of Sale (onth/day/ear) umber of Contracts Strike Price Expiration Date (onth/day/ear) Sale Price Proof of (net of commissions, Sale taxes and fees) 14. I exercised the following call options on AOL or AOL Time Warner common stock during the period from January 27, 1999 through ovember 22, 2002, inclusive: Date(s) of Sale (onth/day/ear) umber of Contracts 15. At the close of trading on ovember 22, 2002, I held AOL Time Warner calls: umber of Contracts Strike Price Expiration Date (onth/day/ear) Strike Price Expiration Date (onth/day/ear) Purchase Price (net of commissions, Proof taxes and fees) *TPE OF CALL OPTIO of Call Options J : AOL K : AOL Time Warner If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page. OU UST READ AD SIG THIS PROOF OF CLAI AD RELEASE. FAILURE TO SIG A RESULT I A DELA I PROCESSIG OR THE REJECTIO OF OUR CLAI. 7

8 FOR PUT OPTIOS O AOL TIE WARER COO STOCK: 16. At the close of trading on January 26, 1999 I was obligated on the following put options on AOL common stock: umber of Contracts Strike Price Expiration Date (onth/day/ear) 17. I wrote (sold) put options on AOL or AOL Time Warner common stock during the period January 27, 1999 through ovember 22, 2002, inclusive, as follows: Date(s) of Writing/Sale (onth/day/ear) umber of Contracts Strike Price Expiration Date (onth/day/ear) Sale Price (net of commissions, Proof taxes and fees) 18. I made the following re-purchases of put options on AOL or AOL Time Warner common stock during the period from January 27, 1999 through ovember 22, inclusive: Date(s) of Purchase (onth/day/ear) umber of Contracts Strike Price Expiration Date (onth/day/ear) Cost (net of commissions, Proof taxes and fees) 19. The following put options on AOL or AOL Time Warner common stock which I wrote (sold) during the period from January 27, 1999 through ovember 22, 2002, inclusive, were exercised by the holders thereof and assigned to me: Date(s) of Exercise (onth/day/ear) umber of Contracts Exercised Strike Price Expiration Date (onth/day/ear) Sale Price (net of commissions, Proof taxes and fees) 20. At the close of trading on ovember 22, 2002, I was obligated on the following put options on AOL Time Warner common stock: umber of Contracts Strike Price Expiration Date (onth/day/ear) *TPE OF PUT OPTIO of Put Options L : AOL : AOL Time Warner If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page. OU UST READ AD SIG THIS PROOF OF CLAI AD RELEASE. FAILURE TO SIG A RESULT I A DELA I PROCESSIG OR THE REJECTIO OF OUR CLAI. 8

9 OU UST READ THE FOLLOWIG RELEASE AD SIG O PAGE 1 RELEASE OF CLAIS Release By submitting this Proof of Claim and Release, I state that I believe in good faith that I am a Securities Class ember as defined above and in the otice of Proposed 65 Billion Settlement of Securities Class Action, Certification of a Settlement Class, Final Approval Hearing, Application for Attorneys Fees and Expenses and Proposed Plan of Allocation (the otice ), or am acting for such person; that I have read and understand the otice; that I have not excluded myself from the Class; that I believe that I am entitled to receive a share of the et Settlement Fund; and that I elect to participate in the proposed Settlement described in the otice. I have set forth where requested above all relevant information with respect to each purchase or other acquisition of the Subject Securities, and each sale, if any, of such Subject Securities. I have enclosed photocopies of the stockbroker's confirmation slips, stockbroker's statements, relevant portions of my tax returns or other documents evidencing each purchase, acquisition, sale or retention of the Subject Securities in support of my claim. IF A SUCH DOCUETS ARE OT I OUR POSSESSIO, PLEASE OBTAI A COP OR EQUIVALET DOCUETS FRO OUR BROKER OR TAX ADVISOR BECAUSE THESE DOCUETS ARE ECESSAR TO PROVE AD PROCESS OUR CLAI. 4. I understand that the information contained in this Proof of Claim and Release is subject to such verification as the Court may direct, and I agree to cooperate in any such verification 5. By operation of the Judgment, upon the Effective Date, the Lead Securities Plaintiff and each of the Securities Class embers (who do not include Persons that elect to exclude themselves from the Securities Class), on behalf of themselves and their respective heirs, executors, administrators, successors and assigns shall, with respect to each and every Released Claim (including Unknown Claims as defined herein), waive, release, forever discharge and dismiss and agree not to institute, maintain or prosecute any or all Released Claims against any or all of the Defendants' Released Persons, and shall be permanently and finally enjoined, without the necessity of posting a bond, from commencing or prosecuting any actions or other proceedings asserting any of the Released Claims against any of the Defendants' Released Persons. 6. Upon the Effective Date, each of the Defendants' Released Persons, on behalf of themselves and their respective heirs, executors, administrators, successors and assigns, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Lead Securities Plaintiff's Released Persons from all claims (including Unknown Claims as defined herein) arising out of, relating to, or in connection with the institution, prosecution, assertion, or resolution of the Securities Class Action or the Released Defendants' Claims and shall be permanently and finally enjoined, without the necessity of posting a bond, from commencing or prosecuting any actions or other proceedings asserting any such claims against Lead Securities Plaintiff's Released Persons. 7. Released Claims shall collectively mean any and all claims, debts, demands, rights, or causes of action or liabilities (including, but not limited to, any claims for damages, interest, attorneys fees, expert or consulting fees, and any other costs, expenses or liability), whether based on federal, state, local, statutory or common law or any other law, rule or regulation (including, but not limited to, claims for violation of federal or state securities laws, negligence, gross negligence, indemnification, breach of duty of care and/or breach of duty of loyalty, fraud, misrepresentation, breach of fiduciary duty, negligent misrepresentation, unfair competition, insider trading, professional negligence, malpractice, mismanagement, corporate waste, or breach of contract), whether fixed or contingent, accrued or unaccrued, liquidated or not liquidated, at law or in equity, matured or not matured, including both known claims and Unknown Claims, (i) that have been asserted in this Securities Class Action against any of the Defendants Released Persons, or (ii) that could have been asserted in this Securities Class Action against any of the Defendants Released Persons, which arise out of, or are based upon, or relate to the allegedly false financial statements, the scheme to inflate revenues, as well as the other allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in any of the complaints filed by the Lead Securities Plaintiff in this Securities Class Action, or which arise out of, are based upon, the purchase or exchange or other acquisition of AOL and Time Warner 1 stock or options to purchase or sell AOL and Time Warner stock, or the purchase of Time Warner bonds, during the Securities Class Period. Released Claims do not include claims to enforce the Settlement. Released Claims also do not include any existing derivative claims, any existing books and records actions, any amendments or supplements thereto (including related to potential third parties) (together the Actions ) or any current of future supplemental, ancillary, or third-party proceedings arising out of the Actions; and any claims brought under the Employees Retirement Income Security Act ( ERISA ), including the claims which have been asserted in In re AOL Time Warner ERISA Litigation, Civil Action o. 02 CV 8853 (SWK). 1 In October of 2003, AOL Time Warner Inc. changed its name to Time Warner Inc. 9

10 8. "Unknown Claims" means any Released Claims which the Lead Securities Plaintiff or any Securities Class ember does not know or suspect to exist in his, her, or its favor at the time of the release of the Defendants' Released Persons, and any Released Defendants' Claims that any Defendant does not know or suspect to exist in his or its favor at the time of the release of the Lead Securities Plaintiff's Released Persons, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to this Settlement. With respect to any and all Released Claims and Released Defendants' Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Securities Plaintiff and Defendants expressly waive and relinquish, and the Securities Class embers and Defendants Released Persons shall be deemed to have, and by operation of the Judgment shall have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The Released Persons shall be deemed to waive, and upon the Effective Date and by operation of the Judgment shall have waived, any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to 1542 of the California Civil Code. The Lead Securities Plaintiff and the Securities Class embers may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each of them hereby stipulates and agrees that the Lead Securities Plaintiff does settle and release, and each Securities Class ember shall be deemed to settle and release, and upon the Effective Date and by operation of the Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or which heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent or intentional and with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. Similarly, Defendants and the Defendants' Released Persons may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Defendants' Claims, but each of them hereby stipulates and agrees that Defendants do settle and release, and each Defendants' Released Person shall be deemed, upon the Effective Date and by operation of the Judgment, to have fully, finally, and forever settled and released any and all Released Defendants' Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Parties acknowledge that the foregoing waiver was bargained for and a key element of the Settlement, of which this release is a part. 9. Effective Date for purposes of this Proof of Claim and Release means the date when all the following shall have occurred: (i) entry of the Order preliminarily approving the terms and conditions of the Stipulation; (ii) 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; (iii) entry by the Court of an Order and Final Judgment, and the expiration of any time for appeal or review of such Order and Final Judgment, substantially in the form agreed to by the parties, 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 agreed to by the parties ("Alternative Judgment") and none of the parties elects to terminate the Settlement, the date that such Alternative Judgment becomes final and no longer subject to appeal or review; and (iv) the Settlement has not been terminated pursuant to the terms of the Stipulation. 10. Without further action by anyone, on and after the Effective Date, each Class ember, including Class embers who are parties to any other actions, arbitrations, or other proceedings against any of the Defendants that are pending on the Effective Date, on behalf of themselves, their heirs, executors, administrators, successors, assigns, and any person they represent, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law and of the Final Order Approving Settlement and Plan of Allocation, and Dismissing Securities Class Action shall have fully, finally, and forever released relinquished, settled and discharged the Defendants Released Persons from all Released Claims (including Unknown Claims) and all claims (including Unknown Claims) arising out of, relating to, or in connection with the defense or resolution of the Securities Class Action or the Released Claims, whether or not such Class ember executes and delivers a Proof of Claim and Release. 10

11 Signature and Certification By signing and submitting this Proof of Claim and Release, the Claimant or the person who represents the Claimant certifies, as follows: that the Claimant is a Securities Class ember, as defined in the otice; that I (we) have read and understand the contents of the otice and the Proof of Claim and Release; that I (we) are not acting for any of the Defendants, nor am I (are we) such a Defendant or otherwise excluded from the Securities Class; 4. that, I (we) have not filed a Request for Exclusion from the Securities Class and that I (we) do not know of any Request for Exclusion from the Securities Class filed on my (our) behalf. 5. that I (we) own(ed) the Subject Securities identified in the Proof of Claim and Release, or that, in signing and submitting this Proof of Claim and Release, I (we) have the authority to act on behalf of the owner(s) thereof; 6. that Claimant may be entitled to share in the distribution of monies distributed under the Settlement; 7. that Claimant desires to participate in the Settlement described in the otice and agrees to the terms and conditions thereof; 8. that I (we) submit to the jurisdiction of the United States District Court for the Southern District of ew ork for purposes of investigation and discovery under the Federal Rules of Civil Procedure and submission and resolution of all issues with respect to this Proof of Claim and Release, including the enforcement of the Release set forth herein and any Judgment which may be entered in the Securities Class Action; 9. that I (we) agree to furnish such additional information with respect to this Proof of Claim and Release as the Settlement Administrator, Stipulation or the Court may require; 10. that I (we) agree to be bound by and subject to the terms of any Judgment entered in the Securities Class Action, and waive trial by jury, to the extent it exists, and agree to the Court's summary disposition of the determination of the validity or amount of the claim made by this Proof of Claim and Release; and 1 that I (we) agree to the foregoing Release of Claims. I declare, under penalty of perjury under the laws of the United States of America, that the statements made and answers given in this Proof of Claim and Release are true and correct and that the documents submitted herewith are true and genuine. Executed this day of in. (onth/ear) (City/State/Country) (Sign your name here) (Type or print your name here) (Sign your name here) (Type or print your name here) (Capacity of person(s) signing, e.g., (Capacity of person(s) signing, e.g., Beneficial Purchaser,Executor or Administrator) Beneficial Purchaser,Executor or Administrator) Proof of Authority to File Proof of Authority to File 11

12 SUBSTITUTE FOR W-9 PART I Request for Taxpayer Identification umber ( TI ) and Certification Last ame I. First ame Check appropriate box: Individual/Sole Proprietor IRA Estate Corporation Joint Owners Other (specify) Enter TI on the appropriate line. For individuals, this is your Social Security umber ( SS ) However, for a resident alien, sole proprietor, or disregard entity, see Part 1 of the enclosed W-9 instructions. For sole proprietors, you must show your individual name, but you may also enter your business or doing business as name. ou may enter either your SS or your Employer Identification umber ( EI ). For other entities, it is your EI. Social Security umber or Employer Identification umber PART II For Payees Exempt from Backup Withholding If you are exempt from backup withholding, enter your correct TI in Part I and write exempt on the following line: PART III Certification UDER THE PEALT OF PERJUR, I (WE) CERTIF THAT: (1) The umber shown on this form is my correct TI; and (2) I (We) certify that I am (we are) OT subject to backup withholding under provisions of Section 3106(a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding. OTE: If you have been notified by the I.R.S. that you are subject to backup withholding, you must cross out item 2 above. SEE ECLOSED FOR W-9 ISTRUCTIOS The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. Executed this day of in. (onth/ear) (City/State/Country) (Sign your name here) (Type or print your name here) (Sign your name here) (Type or print your name here) (Capacity of person(s) signing, e.g., (Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator) Beneficial Purchaser, Executor or Administrator) Proof of Authority to File Proof of Authority to File ACCURATE CLAIS PROCESSIG TAKES A SIGIFICAT AOUT OF TIE. THAK OU FOR OUR PATIECE. Reminder Checklist: Please sign the Proof of Claim and Release. Remember to attach supporting documentation. Do not send originals of stock certificates. 4. Keep a copy of your claim form for your records. 5. If you desire an acknowledgement of receipt of your claim form please send it Certified ail, Return Receipt Requested. 6. If you move, please send the Settlement Administrator your new address. 7. Please complete and sign the Substitute Form W-9. 12