Free Declaration - District Court of Delaware - Delaware

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FOR THE DISTRICT OF DELA WARE INTERNA TIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL 98 PENSION FUND, Plaintiff, vs. ANGELO R. MOZILO, HENRY G. CISNEROS, ROBERT L. DONATO, HARLEY W. SNYDER, JEFFREY M. CUNNINGHAM, MARTIN R. MELONE, ROBERT T. PARRY, OSCAR P. ROBERTSON, KEITH P. RUSSELL, MICHAEL E. DOUGHERTY, and COUNTRYWIDE FINANCIAL CORPORA TION, Defendants. ) ) )

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ADAM BLUMBERG, Plaintiff, vs. ANGELO R. MOZILO, HENRY G. CISNEROS, ROBERT L. DONATO, HARLEY W. SNYDER, JEFFREY M. CUNNINGHAM, MARTIN R. MELONE, ROBERT T. PARRY, OSCAR P. ROBERTSON, KEITH P. RUSSELL MICHAEL E. DOUGHERTY, DAVID SAMBOL, KATHLEEN BROWN and COUNTRYWIDE FINANCIAL CORPORATION, Defendants.

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DECLARATION OF ALEXANDER ARNOLD GERSHON IN SUPPORT OF PLAINTIFFS' MOTION TO CONSOLIDATE RELATED CASES PURSUANT TO FED. R. CIV. P. 42(a) AND FOR APPOINTMENT OF BARRACK, RODOS & BACINE AS LEAD COUNSEL AND BIGGS AND BATTAGLIA AS LIAISON COUNSEL

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I, ALEXANDER ARNOLD GERSHON, hereby declare under penalty of perjury under the laws of the United States of America that the following is true and correct. 1. I am a partner in the firm of Barrack, Rodos & Bacine, counsel for plaintiffs of Electrical workers Local 98 and Adam Blumberg in these I make this

International Brotherhood

derivative actions and am duly admitted to practice in the State of New Yark.

declaration in support of Plaintiffs' Motion to Consolidate Related Cases Pursuant To Fed. R. Civ. P. 42(a) and For Appointment of Barrack, Rodos and Bacine as Lead Counsel and Biggs and Battaglia as Liaison Counsel. 2. Attached hereto as Exhibit A is a true and correct copy of the resume of my firm

which highlights some of our notable achievements in many years of practice representing plaintiffs in numerous class action and derivative litigations throughout the country.

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EXHIBIT A

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BIOGRAPHY OF BARRACK, RODOS & BACINE Barrack, Rodos & Bacine is extensively involved in complex class action litigation, including securities, antitrust and RICO matters, representing both plaintiffs and defendants. The Firm has significant leadership positions in complex litigation, having been appointed by courts as lead counsel in numerous class actions throughout the United States, including those brought pursuant to the provisions of the Private Securities Litigation Reform Act. Among the many securities law, derivative and fiduciary duty cases where the Firm has been appointed lead counsel are the following: In re WorldCom, Inc. Securities Litigation, Master File No. 02-Civ-3288 (DLC), before the Honorable Denise L. Cote in the Southern District of New York; In re Cendant Corporation Litigation, Master File No. 98-1664 (WHW), before the Honorable William H. Walls in the District of New Jersey; In re McKesson HBOC, Inc. Securities Litigation, No. C-99-20743-RMW, before the Honorable Ronald M. Whyte in the Northern District of California; Waldrep v. ValueClick, Inc., et al., Case No. 07-05411 DDP (AJWx), before the Honorable Dean D. Pregerson in the Central District of California; In re The Mills Corporation Securities Litigation, Civil Action No. 1:06-77 (GBL), before the Honorable Liam O'Grady in the Eastern District of Virginia; In re R & G Financial Corp. Securities Litigation, No. 05 cv 4186, before the Honorable John E. Sprizzo in the Southern District of New York; In re Bridgestone Securities Litigation, Master File No. 3:01-0017, before the Honorable Robert L. Echols in the Middle District of Tennessee; In re Daimler Chrysler Securities Litigation, No. 00-0993, before the Honorable Joseph J. Farnan, Jr. in the District of Delaware; In re Schering-Plough Securities Litigation, Master File No. 01-CV-0829 (KSH/RJH), before the Honorable Katherine Hayden in the District of New Jersey;

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In re Apollo Group, Inc. Securities Litigation, Master File No. CV 04-2147PHX-JAT, before the Honorable James A. Teilborg in the District of Arizona; In re Chiron Corporation Derivative Litigation, Case No. RG04180801, before the Honorable Ronald M. Sabraw in the California Superior Court for Alameda County; In re AOL Time Warner Shareholder Derivative Litigation, Master File No. 02CV-6302 (SWK), before the Honorable Shirley Wohl Kram in the Southern District of New York; In re Apple Computer, Inc., Derivative Litigation, Lead Case No. 1:06CV066692, before the Honorable Joseph H. Huber in the Superior Court of the State of California, County of Santa Clara; In re Computer Sciences Corporation Derivative Litigation, Lead Case No.: 06CV-5288 MRP (Ex), before the Honorable Mariana R. Pfaelzer in the Central District of California; Dennis Rice v. Lafarge North America, Inc., et al., Civil No. 268974-V, before the Honorable Michael D. Mason in the Circuit Court for Montgomery County, Maryland; In re Monster Worldwide, Inc., Master Docket No. 1:06-cv-04622, before the Honorable Naomi Reice Buchwald in the Southern District of New York; In re Quest Software, Inc. Derivative Litigation, Lead Case No. 06-cv-751 Doc(Rnbx), before the Honorable David O. Carter in the Central District Of California, Southern Division; In re Verisign, Inc. Derivative Litigation, Master File No.: C-06-4165-PJH, before the Honorable Phyllis J. Hamilton in the Northern District of California; In re Seibel Systems, Inc. Securities Litigation, Master File No. 3:04-cv-00983CRB, before the Honorable Charles R. Breyer in the Northern District of California; In re Sunbeam Securities Litigation, No. 98-8258-CIV-MIDDLEBROOKS, before the Honorable Donald M. Middlebrooks in the Southern District of Florida; In re Applied Micro Circuits Corp. Securities Litigation, No. 01-CV-0649-K (AJB), before the Honorable Judith N. Keep in the Southern District of California;

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Jason Stanley, et al. v. Safeskin Corporation, et al., Lead Case No.: 99cv0454BTM (LSP), before the Honorable Barry Ted Moskowitz in the Southern District of California; In re Hi/Fn, Inc. Securities Litigation, Master File No. C-99-4531-SI , before the Honorable Susan Illston in the Northern District of California; In re Theragenics Corp. Securities Litigation, No. 1:99-CV-0141 (TWT), before the Honorable Thomas W. Thrash in the Northern District of Georgia, Atlanta Division; Bell, et al. v. Fore Systems, Inc., et al., Civil Action No. 97-1265, before the Honorable Robert J. Cindrich in the Western District of Pennsylvania; In re Envoy Corp. Securities Litigation, Civil Action No. 3-98-00760, before the Honorable John T. Nixon in the Middle District of Tennessee, Nashville Division; In re Paradyne Networks, Inc. Securities Litigation, Case No. 8:00-CV-2057-T17E, before the Honorable Elizabeth A. Kovachevich in the Middle District of Florida, Tampa Division; In re Ford Motor Co. Securities Litigation, No. 00-74233, before the Honorable Avern Cohn in the Eastern District of Michigan, Southern Division; Smith v. Harmonic, Inc., et al., No. C-00-2287 PJH, before the Honorable Phyllis J. Hamilton in the Northern District of California; Smith, et al. v. Electronics For Imaging, Inc., et al., No. C-97-4739-CAL, before the Honorable Charles A. Legge in the Northern District of California; and Allan Zishka, et al. vs. American Pad & Paper Company, et al., Civil Action No. 3:98-CV-0660-D, before the Honorable Sidney A. Fitzwater in the Northern District of Texas, Dallas Division. The firm has also been appointed lead counsel or to the leadership group in many antitrust law class action cases including: In re Automotive Paint Refinishing Antitrust Litigation, MDL No. 1426, before the Honorable R. Barclay Surrick in the Eastern District of Pennsylvania; In re Publication Paper Antitrust Litigation, Docket No. 3:04 MD 1631 (SRU), before the Honorable Stefan R. Underhill in the District of Connecticut;

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In re Flat Glass Antitrust Litigation, Master Docket Misc. No. 970550, MDL No. 1200, before the Honorable Donald E. Ziegler in the Western District of Pennsylvania; Thomas & Thomas Rodmakers, Inc. v. Newport Adhesives and Composites, Inc., et al., No. CV-99-07796-GHK(Ctx), before the Honorable Florence Marie Cooper in the Central District of California, Western Division; Brookshire Brothers, Ltd., et al. v. Chiquita Brands International, Inc., et al., Lead Case No. 05-21962-Cooke/Brown, before the Honorable Marcia G. Cooke in the Southern District of Florida, Miami Division; In re Citric Acid Antitrust Litigation, Master File No. 95-2963, before the Honorable Charles A. Legge in the Northern District of California; In re Graphite Electrodes Antitrust Litigation, Master File No. 97-CV-4182 (CRW), before the Honorable Charles R. Weiner in the Eastern District of Pennsylvania; In re Sorbates Antitrust Litigation, Master File No. C 98-4886 MCC, before the Honorable William H. Orrick, Jr. in the Northern District of California; The Firm has extensive experience in trying to a jury nationwide class actions: In re WorldCom, Inc. Securities Litigation, Master File No. 02-Civ-3288 (DLC) (Southern District of New York) (2005 jury trial against accounting firm Arthur Andersen); In re Apollo Group, Inc. Securities Litigation, Master File No. CV-04-2147-PHXJAT (District of Arizona) (jury trial began in November 2007); Gutierrez v. Charles J. Givens Organization, et al., Case No. 667169 (Superior Court of California, County of San Diego), (jury verdict in excess of $14 million for plaintiff consumer class); In re Control Data Corporation Securities Litigation, 933 F.2d 616 (8th Cir. 1991); Gould v. Marlon, CV-86-968-LDG (D. Nev.) (jury verdict for plaintiff class); Herskowitz v. Nutri/System, et al., 857 F.2d 179 (3rd Cir. 1988); and Betanzos v. Huntsinger, CV-82-5383 RMT (C.D. Cal.) (jury verdict for plaintiff class). Leonard Barrack, senior partner in Barrack, Rodos & Bacine, is a graduate of Temple University Law School (J.D. 1968) where he was Editor in Chief of the Temple Law Reporter. Mr. Barrack has been practicing in the area of securities class

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and derivative actions, and corporate litigation generally, for 35 years, during which time he has analyzed laws and provided advice on issues relevant to pension fund boards of trustees. He was admitted to the bar of the Supreme Court of Pennsylvania in 1969, and is also a member of the bars of the U.S. Supreme Court, the U.S. Court of Appeals for the Third Circuit, the U.S. District Court for the Eastern District of Pennsylvania, and other federal circuit courts. Mr. Barrack was appointed co-lead counsel in In re WorldCom, Inc. Securities Litigation, before the Honorable Denise L. Cote in the Southern District of New York. As counsel in WorldCom, Mr. Barrack was responsible for guiding both the vigorously prosecuted litigation ­ including the four-week trial against Arthur Andersen ­ as well as negotiating the ground-breaking settlements totaling more than $6.13 billion with WorldCom's underwriters, its outside directors, and Arthur Andersen, in the midst of trial. He was also co-lead counsel in In re Cendant Corporation Litigation, before the Honorable William H. Walls in the District of New Jersey, at $3.1 billion, the third largest securities class action settlement in history; In re McKesson HBOC, Inc. Securities Litigation, pending before the Honorable Ronald M. Whyte in the Northern District of California, which settled for $1.0425 billion; In re Sunbeam Securities Litigation, before the Honorable Donald M. Middlebrooks in the Southern District of Florida, among many others. Mr. Barrack has had extensive trial and deposition experience in complex actions including the successful trial of derivative lawsuits under Section 14(a) of the Securities Exchange Act of 1934; Gladwin v. Medfield, CCH Fed. Sec. L. Rep. ¶95,012 (M.D. Fla. 1975), aff'd, 540 F.2d 1266 (5th Cir. 1976); Rafal v. Geneen, CCH Fed. Sec. L. Rep. ¶93,505 (E.D. Pa. 1972). In addition, Mr. Barrack has lectured on class actions to sections of the American and Pennsylvania Bar Association and is the author of Developments in Class Actions, The Review of Securities Regulations, Volume 10, No. 1 (January 6, 1977); Securities Litigation, Public Interest Practice and Fee Awards, Practicing Law Institute (March, 1980).

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Gerald J. Rodos, partner in Barrack, Rodos & Bacine, is a graduate of Boston University (B.A. 1967) and an honor graduate of the University of Michigan Law School (J.D. Cum Laude 1970). Mr. Rodos has been practicing in the area of securities class and derivative actions, and corporate litigation generally, for 33 years, during which time he has analyzed laws and provided advice on issues relevant to pension fund boards of trustees. He was admitted to the bar of the Supreme Court of Pennsylvania in 1971, and is also a member of the bars of the Supreme Court of the United States, the U.S. Court of Appeals for the Third Circuit, the U.S. District Court for the Eastern District of Pennsylvania, and other federal circuit courts. Mr. Rodos has been appointed lead counsel, inter alia, in Payne, et al. v. MicroWarehouse, Inc., et al., before the Honorable Dominic J. Squatrito in the District of Connecticut; In re Sunbeam Securities Litigation, pending before the Honorable Donald M. Middlebrooks in the Southern District of Florida; In re Regal Communications Securities Litigation, before the Honorable James T. Giles in the Eastern District of Pennsylvania; In re Midlantic Corp. Shareholders Securities Litigation, before the Honorable Dickinson R. Debevoise in the District of New Jersey; and In re Craftmatic Securities Litigation, before the Honorable Joseph L. McGlynn, Jr. in the Eastern District of Pennsylvania, among many others. Mr. Rodos also represents lead plaintiff in the WorldCom litigation. Mr. Rodos is the co-author of Standing To Sue Of Subsequent Purchasers For Antitrust Violations -- The Pass-On Issue Re-Evaluated, 20 S.D.L. Rev. 107 (1975), and Judicial Implication of Private Causes of Action; Reappraisal and Retrenchment, 80 Dick. L. Rev. 167 (1976). Daniel E. Bacine, partner in Barrack, Rodos & Bacine, is a graduate of Temple University (B.S. 1967) and of Villanova University School of Law (J.D. 1971), where he was an Associate Editor of the Law Review and a member of the Order of the Coif. Mr. Bacine has been practicing in the area of securities class and derivative actions, and corporate litigation generally, for 31 years, during which time he has analyzed laws and provided advice on issues relevant to pension fund boards of

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trustees. He was admitted to the bar of the Supreme Court of Pennsylvania in 1971, and is also a member of the bars of the U.S. Court of Appeals for the Third Circuit and the U.S. District Court for the Eastern District of Pennsylvania. Mr. Bacine is an experienced civil litigator in both the federal and state courts, having tried jury and non-jury securities and other commercial cases, including cases involving disputes between securities brokerage firms and their customers. He has been lead or co-lead counsel in various class actions, including, inter alia, In re American Travellers Corp. Securities Litigation, in the Eastern District of Pennsylvania; Kirschner v. CableTel Corp., in the Eastern District of Pennsylvania; Lewis v. Goldsmith, in the District of New Jersey; Crandall v. Alderfer (Old Guard Demutualization Litigation), in the Eastern District of Pennsylvania; and Rieff v. Evans (Allied Mutual Demutualization Litigation) in the District Court of Polk County, Iowa. William J. Ban, partner in Barrack, Rodos & Bacine, is a graduate of Brooklyn Law School (J.D. 1982) and Lehman College of the City University of New York (A.B. 1977). Over the past twenty-five years, Mr. Ban's practice of law has focused on securities, antitrust and consumer class action litigation on behalf of plaintiffs and he has participated as lead or co-lead counsel, on executive committees and in significant defined roles in scores of major class action litigations in federal and state courts throughout the country, including, more recently, In re WorldCom, Inc. Securities Litigation, Master File No. 02-Civ-3288 (DLC), before the Honorable Denise L. Cote in the Southern District of New York, and In re Automotive Refinishing Paint Antitrust Litigation, MDL Docket No. 1426, before the Honorable R. Barclay Surrick in the Eastern District of Pennsylvania. Mr. Ban is admitted in New York and Pennsylvania and is a member of the New York City Bar Association and the New York State Bar Association. Jeffrey A. Barrack, partner in Barrack, Rodos & Bacine, is a graduate of Clark University (B.A. 1990), Boston College (M.A. 1992) and Temple University School of Law (J.D. 1996). Mr. Barrack has served under the Philadelphia District Attorney and the United States Attorney assisting in the prosecution of complex white-collar crime in

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the Eastern District of Pennsylvania. In addition to representing plaintiffs in securities fraud, antitrust and other class actions, Mr. Barrack has represented both plaintiff and defendant individual and corporate clients in environmental, consumer and business tort litigation in both state and federal courts. Mr. Barrack was a principal member of the litigation team in In re WorldCom, Inc. Securities Litigation, Master File No. 02-Civ-3288 (DLC), before the Honorable Denise L. Cote, a prosecution that yielded a record-breaking recovering of more than $6.13 billion for defrauded investors. Mr. Barrack served as the lead attorney on auditing and accounting issues in the case and participated in the four week trial in the District Court for the Southern District of New York of the only non-settling defendant, WorldCom's former auditor Arthur Andersen LLP. Mr. Barrack is also part of the trial team in In re Apollo Group, Inc. Securities Litigation, Master File No. CV-042147 PHX-JAT (District of Arizona). The trial began in November 2007, and is expected to continue through February 2008. Mr. Barrack has successfully litigated other high-profile cases which received nationwide recognition, including In re DaimlerChrysler AG Securities Litigation, Master Docket No. 00-0993 (JJF), before the Honorable Joseph J. Farnan, Jr. in the District of Delaware; In re Sunbeam Securities Litigation, No. 98-8258-CIVMIDDLEBROOKS, before the Honorable Donald M. Middlebrooks in the Southern District of Florida; In re Citric Acid Antitrust Litigation, Master File No. 95-2963, before the Honorable Charles A. Legge in the Northern District of California; and is currently litigating cases such as In re McKesson HBOC, Inc. Securities Litigation, No. C-99-20743RMW, pending before the Honorable Ronald M. Whyte in the Northern District of California; and In re: R & G Financial Corporation Securities Litigation, Master File No. 05Civ-4186 (JES), pending before the Honorable John E. Sprizzo in the Southern District of New York; and In re Bridgestone Securities Litigation, Master File No. 3:01-0017, pending before the Honorable Robert L. Echols in the Middle District of Tennessee. Mr. Barrack also serves as a member of the Whitemarsh Township Public Employees' Retirement Committee in Montgomery County, Pennsylvania.

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Stephen R. Basser, partner in Barrack, Rodos & Bacine, is a graduate of the American University, Washington D.C. (1973, B.A., English Literature with Honors) and Temple University School of Law, Philadelphia, Pennsylvania (1976, J.D., cum laude), where he was awarded the honor of "Highest Grade and Distinguished Class Performance" by its nationally renowned clinical trial litigation program. Mr. Basser, the head of our San Diego, California, office, has been practicing in the area of securities class and derivative actions, and corporate litigation generally, over 24 years, during which time he has analyzed laws and provided advice on issues relevant to pension fund boards of trustees. He was admitted to the bars of the Supreme Court of Pennsylvania in 1976, and the Supreme Court of California in 1985. He is also a member of the bars of a number of federal circuit courts of appeal and district courts. Mr. Basser is an experienced civil litigator in federal and state courts and has successfully tried numerous civil jury and non-jury cases to verdict. In addition to litigating product liability, medical malpractice, catastrophic injury, mass toxic tort and complex business disputes, Mr. Basser has extensive experience prosecuting securities class actions, including actions against Pfizer, Inc., Procyte Corp., Wall Data Corp., Louisiana-Pacific Corp., Samsonite Corp., TriTeal Corp., Sybase, Inc., Silicon Graphics, Inc., Orthologic Corp., Adobe, PeopleSoft, Inc., Safeskin Corp., and Informix Corporation. Mr. Basser represented lead plaintiff the Florida State Board of Administration in In re Applied Micro Circuits Corp. Securities Litigation, Lead Case No. 01-cv-0649-K (AJB), which settled for $60 million, one of the largest recoveries in a securities class action in the Southern District of California since passage of the PSLRA. He is also serving as counsel for the NYSCRF, lead plaintiff in In re McKesson HBOC, Inc. Securities Litigation, No. C-99-20743-RMW, which has thus far achieved over $1 billion in settlements ­ the largest recovery in a securities class action in the Northern District of California. Mr. Basser also is leading the trial team in In re Apollo Group, Inc. Securities Litigation, Master File No. CV-04-2147 PHX-JAT (District of Arizona). The trial began in November 2007, and is expected to continue through February 2008.

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Regina M. Calcaterra, partner in Barrack, Rodos & Bacine, is a graduate of Seton Hall University School of Law (J.D. 1996) and State University of New York at New Paltz (B.A. Political Science 1988). While at BR&B, Ms. Calcaterra served on the WorldCom litigation team, including the trial team that took Arthur Andersen, the only non-settling defendant to trial in the Spring of 2005. She came to the firm after serving as Deputy General Counsel of the New York City Employees' Retirement System (NYCERS), which is one of the largest public pension systems in the nation. Ms. Calcaterra has extensive experience in both law and government. She has also served as the Chief Lobbyist and Director of Intergovernmental Relations to the New York City Comptroller. In 1999, she was appointed to and served on New York Governor Pataki's Commission on Electronic Signatures and Records while serving as Technology Counsel at Prudential Securities. In addition, Ms. Calcaterra has served as an adjunct professor of public administration at the City University of New York's Baruch College. She represents BR&B at the National Association of Public Pension Attorneys; National Association of Pension Funds (UK); Council for Institutional Investors; International Corporate Governance Network and the Information Management Institute. She also lectures on securities-related matters to public pension fund counsel and trustees. Ms. Calcaterra is currently litigating federal securities cases such as In re McKesson HBOC, Inc. Securities Litigation, No. C-99-20743-RMW, pending before the Honorable Ronald M. Whyte in the Northern District of California and In re R & G Financial Corp. Securities Litigation, No. 05 cv 4186, pending before the Honorable John E. Sprizzo in the Southern District of New York. Chad A. Carder is a 1999 honors graduate of The Ohio State University (B.A. Political Science) and a 2002 graduate of the College of William and Mary, Marshall-Wythe School of Law, where he was awarded a Graduate Research Fellowship and served as a Justice on the William and Mary Moot Court Board. Before joining the firm's Philadelphia office, Mr. Carder served as the law clerk to the Honorable Michael J. Hogan of the New Jersey Superior Court.

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Since joining Barrack, Rodos & Bacine, Mr. Carder has litigated major securities class actions across the country, including his service as a member of the highly successful litigation team in In re WorldCom, Inc. Securities Litigation, Master File No. 02-Civ-3288 (DLC), before the Honorable Denise L. Cote in the Southern District of New York. He is currently a member of the litigation team in In re The Mills Corporation Securities Litigation, Civil Action No. 1:06-cv-00077 (GBL/TRJ), before the Honorable Liam O'Grady in the Eastern District of Virginia. Mr. Carder's complex civil litigation practice also includes the litigation of several antitrust class actions, shareholder derivative actions in various state and federal courts, including those arising out of instances of improper stock option backdating, and policyholder actions against insurance companies. Alexander Arnold Gershon, partner in Barrack, Rodos & Bacine, is a graduate of the Georgia Institute of Technology (B.S. 1962), Emory University School of Law (L.L.B. 1964) and New York University (L.L.M. 1964). For more than 35 years, Mr. Gershon's practice has focused on representing plaintiffs in cases arising under the federal securities laws, state corporations laws, and similar kinds of matters in class actions, individual actions, and stockholders' derivative actions in the state and federal courts. Mr. Gershon is an experienced civil litigator in federal and state courts and has contributed to the jurisprudence of class action settlements in cases such as National Super Spuds, Inc. v. New York Mercantile Exchange, 660 F.2d 9 (2d Cir. 1981); has helped to establish important standards in shareholder derivative actions: Seinfeld v. Barrett, 2006 WL 890909 (D. Del. 2006), and Vides v. Amelio, 265 F.Supp.2d 273 (S.D.N.Y. 2003) (exceptions to the demand requirement in stockholders' derivative actions); Lewis v. Vogelstein, 699 A.2d 327 (Del.Ch. 1997), and Kaufman v. Beal, 1983 WL 20295 (Del.Ch. 1983) (standards for executive compensation); and contributed to the establishment of the standards of required disclosure under the federal securities laws when corporate stockholders are solicited to approve executive bonus plans seeking tax benefits under the Internal Revenue Code in Shaev v. Saper, 320 F.3d 373 (3d Cir. 2003).

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Jeffrey B. Gittleman, a partner in Barrack, Rodos & Bacine joined the firm in 1998. Jeff is an honors graduate of Tulane University (B.A. 1993) and Temple University School of Law (J.D. 1996). Recently, Jeff was recognized by Philadelphia Magazine and Pennsylvania Super Lawyers as a 2006 Pennsylvania Rising Star. Jeff has extensive experience litigating major antitrust class actions throughout the country, and has secured multi-million dollar recoveries against the manufacturers or producers of carbon fiber, automotive refinishing paint, graphite electrodes, flat glass, sodium gluconate, sorbates, polypropylene and nylon carpet, and metal building insulation. Currently, Jeff is serving on the Executive Committee in Brookshire Brothers v. Chiquta Brands, et al. (banana antitrust litigation) and in In re Publication Paper Antitrust Litigation. In addition to representing plaintiffs in antitrust class actions, Jeff also has an active securities practice and is part of the team prosecuting In re Schering-Plough Securities Litigation. In May 2004, Jeff served as the lead trial attorney in Meikrantz v. Janney Montgomery Scott, et al., where he obtained a substantial award for his shareholder clients. Jeff was also part of the team that represented Iridian Technologies, Inc. and its common shareholder-elected directors in the 2003 trial of Equity Asset Investment Trust, Inc. v. John Daugman, et al. Jeffrey W. Golan, partner in Barrack, Rodos & Bacine, is an honors graduate of Harvard College (A.B. 1976) and the Georgetown University Law Center (J.D. 1980). Mr. Golan served in 1980-1981 as the law clerk to Judge Edwin D. Steel, III, of the United States District Court in the District of Delaware. He has been practicing in the area of securities class and derivative actions, and corporate litigation generally, for 20 years, during which time he has analyzed laws and provided advice on issues relevant to pension fund boards of trustees. He was admitted to the bar of the Supreme Court of Pennsylvania in 1981, and is also a member of the bars of the U.S. Court of Appeals for the Third Circuit, the U.S. District Court for the Eastern District of Pennsylvania, and other federal circuit courts.

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Mr. Golan is an experienced civil litigator in both the federal and state courts representing plaintiffs and defendants in, inter alia, securities, antitrust and class action lawsuits. Mr. Golan was one of the principal attorneys responsible for litigating In re WorldCom, Inc. Securities Litigation, Master File No. 02 Civ. 3288 (DLC), before the Honorable Denise L. Cote in the Southern District of New York, with hands-on responsibility for the vigorously-prosecuted litigation (resulting in the historic $6.1 billion settlement) ­ including the four-week trial against Arthur Andersen. Mr. Golan also took leading roles in the prosecution of In re Cendant Corporation Litigation, before the Honorable William H. Walls in the District of New Jersey, one of the largest securities class action settlement in history; and of In re DaimlerChrysler Securities Litigation, before the Honorable Joseph Farnan in the District of Delaware. In August 2003, Mr. Golan was also the lead attorney for the firm in a trial of an action in the Delaware Chancery Court, Equity Asset Investment Trust, et al. v. John G. Daugman, et al., C.A. No. 20395, in which the firm represented Iridian Technologies, Inc. (the world leader in iris recognition technologies) and its common shareholderelected directors. The case was brought against Iridian and its common directors on June 30, 2003, and was prepared for trial within two months. Mr. Golan further regularly advises pension fund boards and executives on securities litigation and corporate governance issues. John L. Haeussler is a graduate of Hamilton College (B.A. 1998) and Temple University School of Law (J.D., cum laude, 2001). He graduated from Temple in the top 10% of his class and was the recipient of the Lenard Sigal award. Before joining Barrack, Rodos & Bacine, Mr. Haeussler worked as a trial attorney for the Federal Defenders of San Diego, where he was lead counsel in eight federal jury trials and argued before the United States Court of Appeals for the Ninth Circuit. Robert A. Hoffman, partner in Barrack, Rodos & Bacine, is a graduate of Rutgers University (B.A. 1980) (with high distinction) and Rutgers University School of Law - Camden (J.D. 1983). Mr. Hoffman clerked for the Honorable Charles R. Weiner,

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United States District Court for the Eastern District of Pennsylvania, during the years 1984-1985. Mr. Hoffman, who manages our New Jersey office, has been practicing in the area of securities class and derivative actions, and corporate litigation generally, for 19 years, during which time he has analyzed laws and provided advice on issues relevant to pension fund boards of trustees. He was admitted to the bars of the Supreme Court of Pennsylvania and Supreme Court of New Jersey in 1983, and is also a member of the bars of several federal circuit courts of appeal and district courts. Mr. Hoffman has broad experience in prosecuting securities class actions in federal courts around the country. He is serving as counsel for the Florida State Board of Administration in In re Schering-Plough Securities Litigation, before the Honorable Katherine Hayden in the District of New Jersey. He was one of the lead attorneys representing plaintiffs in In re MicroWarehouse Securities Litigation, (D. Conn.) which resulted in a $30 million recovery for the plaintiff class. He also has significant experience in the trial and appeal of securities class actions. M. Richard Komins, partner in Barrack, Rodos & Bacine, is a graduate of Brandeis University (A.B., cum laude, 1969) and the Georgetown University Law Center (J.D., cum laude, 1980) and was an editor of the journal Law and Policy in International Business (LPIB). Mr. Komins was admitted to the bar of the Supreme Court of Pennsylvania in 1980, and is also a member of the bars of the U.S. Court of Appeals for the Third Circuit, the U.S. District Court for the Eastern District of Pennsylvania, and other federal circuit courts. Mr. Komins has been practicing in the area of complex commercial civil litigation, including securities class action litigation for the last 22 years. He is currently serving as counsel for the NYSCRF, lead plaintiff in In re McKesson HBOC, Inc. Securities Litigation, No. C-99-20743-RMW, pending before the Honorable Ronald M. Whyte in the Northern District of California, and served as counsel for the CWA/ITU Negotiated Pension Plan, one of the lead plaintiffs in the In re Sunbeam Securities Litigation, and was responsible in large part for a $110 million settlement from Arthur Andersen LLP and

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the $15.25 million, plus insurance, settlement (total of about $30 million) with the individual defendants in the case. Lisa M. Lamb graduated, summa cum laude, from Villanova University School of Law in 2003, where she was a member of the Order of the Coif and an associate editor of the Villanova Law Review. She received her B.A. in psychology, with honors, from Princeton University in 2000. Ms. Lamb's practice centers on the representation of investors, including state, local and union pension funds, in class and derivative actions, with a focus on cases brought under the federal securities laws. She was a member of the highly successful trial team in In re WorldCom, Inc. Securities Litigation--a prosecution that yielded a record-breaking recovery of more than $6.13 billion for defrauded investors. Ms. Lamb is also currently litigating, on behalf of injured investors, In re Bridgestone Securities Litigation, In re The Mills Corporation Securities Litigation, and In re R&G Financial Corporations Securities Litigation, among other securities cases. In addition, Ms. Lamb's practice includes the representation, in class action litigation, of business and other individuals who have been injured by price-fixing conspiracies in violation of the antitrust laws. Before joining the firm, Ms. Lamb practiced at another national law firm in Philadelphia, where her practice focused on securities regulation, public and private equity and debt offerings, merger and acquisition transactions, and the counseling of clients with respect to corporate governance issues, obligations under the securities laws, and other general corporate matters. Ms. Lamb is admitted to practice in Pennsylvania and before the U.S. District Court for the Eastern District of Pennsylvania. Gloria Kui Melwani is a graduate of New York University (B.M. 2000) and a graduate of the Benjamin Cardozo School of Law (J.D. 2005). While at Cardozo, she was a Notes Editor of the Cardozo Public Law, Policy & Ethics Journal. Before joining

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Barrack, Rodos & Bacine's New York office, Ms. Kui's practice focused on litigating stockholder derivative cases in state and federal courts. Leslie B. Molder, partner in Barrack, Rodos & Bacine, is an honors graduate from the University of Michigan (A.B. magna cum laude 1980) as well as from the National Law Center at the George Washington University (J.D. cum laude 1983). Ms. Molder practices primarily in the area of complex civil litigation, including securities class actions, antitrust class actions and policyholder actions against insurance companies and has participated in the trials of a variety of commercial cases, including cases involving disputes between securities brokerage firms and their customers. Ms. Molder oversees the Firm's portfolio monitoring services for institutional clients. She is also the firm's settlement attorney, specializing in documenting and effectuating settlements of class actions and assisting clients throughout the settlement process. Mark R. Rosen, partner in Barrack, Rodos & Bacine, is an honors graduate of the University of Pennsylvania (A.B. summa cum laude with distinction in political science 1976), where he was elected to Phi Beta Kappa, and the Harvard Law School (J.D. cum laude 1979). Mr. Rosen, who served as a law clerk to Judge Stanley S. Brotman, of the United States District Court for the District of New Jersey, has handled many trials and appeals as an experienced civil litigator representing plaintiffs and defendants in federal and state courts in, inter alia, constitutional, securities, environmental, consumer and other class action litigation. Mr. Rosen has successfully litigated high-profile cases which received nationwide recognition. In Strawn v. Canuso, 140 N.J. 43, 657 A.2d 420 (1995), the New Jersey Supreme Court ruled in favor of his clients, a group of homeowners, in establishing that builders and real estate brokers must inform prospective buyers if the property is near a landfill. In Atlantic Coast Demolition & Recycling, Inc. v. Board of Chosen Freeholders, 48 F.3d 701 (3d Cir. 1995), on remand, 931 F. Supp. 341 (D.N.J. 1996), aff'd, 112 F.3d 652 (3d Cir.), cert. denied, 118 S. Ct. 412, 413 (1997), Mr. Rosen represented an outof-state recycling facility where the court struck down the New Jersey system of waste

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"flow control," holding that it violated the constitutional protection for interstate commerce. At BR&B, Mr. Rosen handles a variety of matters, including securities class actions, antitrust class actions, and individual commercial actions. Mr. Rosen was member of the successful team that litigated In re WorldCom, Inc. Securities Litigation, before the Honorable Denise L. Cote in the Southern District of New York, to its landmark conclusion. He is currently litigating In re Automotive Refinishing Paint Antitrust Litigation, before the Honorable R. Barclay Surrick in the Eastern District of Pennsylvania, and In re Publication Paper Antitrust Litigation, before the Honorable Stefan R. Underhill in the District of Connecticut, among others. Beth R. Targan is a graduate of the University of Michigan (B.A. 2001) with a major in History, where she was a member of the Golden Key Club National Honors Society. Ms. Targan is also a graduate of Temple University School of Law (J.D. 2004), where she was on the Dean's List and received awards for distinguished class performance. At Temple, Ms. Targan was a member of the Women's Law Caucus and the Jewish Law Students' Association. Ms. Targan's practice is concentrated in securities and antitrust class action litigation. Samuel M. Ward is a graduate of the University of California, Hastings College of Law (J.D. 2001), and a 1995 honors graduate of the University of California, San Diego (B.A. 1995). Before joining BR&B, Mr. Ward worked as a political consultant, managing both Congressional and State Assembly campaigns. At the firm, Mr. Ward has litigated numerous securities cases in federal district courts throughout the country. Mr. Ward is also part of the trial team in In re Apollo Group, Inc. Securities Litigation, Master File No. CV-04-2147 PHX-JAT (District of Arizona). The trial began in November 2007, and is expected to continue through February 2008. Frances Vilella-Vélez, of-counsel to Barrack, Rodos & Bacine, is a graduate of Syracuse University College of Law, Syracuse, New York (J.D. 1977) and Swarthmore College (B.A. 1974). Ms. Vilella-Vélez began her legal career in 1978 as a trial attorney in the Office of the Regional Solicitor, U.S. Department of Labor, where she litigated

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OSHA cases before the United States district courts and the Occupational Safety and Health Review Commission (OSHRC). She then served as the first law clerk for the Honorable Nelson A. Diaz, on the Court of Common Pleas of Philadelphia County, Philadelphia, Pennsylvania. During her tenure with Judge Diaz, Ms. Vilella-Vélez also served as a staff member on the Mayor's Task Force on Minority Employment in the Police Department, in Philadelphia, where she conducted legal and policy analyses of alternative proposals to increase minority employment in the Policy Department, and assisted in drafting the report to the mayor. In In re WorldCom, Inc. Securities Litigation, No. 02 Civ. 3288 (DLC), Barrack, Rodos & Bacine was co-lead counsel for the Class and achieved settlements in excess of $6.13 billion. After a partial settlement with one group of defendants for in excess of $2.56 billion, the Court stated that "the settlement amount ... is so large that it is of historic proportions." The Court found that "Lead Counsel has performed its work at every juncture with integrity and competence. It has worked as hard as a litigation of this importance demands, which for some of the attorneys, including the senior attorneys from Lead Counsel on whose shoulders the principal responsibility for this litigation rests, has meant an onerous work schedule for over two years." The Court further found that "the quality of the representation given by Lead Counsel is unsurpassed in this Court's experience with plaintiffs' counsel in securities litigation. Lead Counsel has been energetic and creative. Its skill has matched that of able and well-funded defense counsel. It has behaved professionally and has taken care not to burden the Court or other parties with needless disputes. Its negotiations with the Citigroup Defendants have resulted in a settlement of historic proportions. It has cooperated with other counsel in ways that redound to the benefit of the class and those investors who have opted out of the class. The submissions of Lead Counsel to the Court have been written with care and have repeatedly been of great assistance." The Court also found that "In sum, the quality of representation that Lead Counsel has provided to the class has been superb". In approving the final settlements totaling $3.5 billion, in an opinion and order dated September 20, 2005, the Court stated "The

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impressive extent and superior quality of Lead Counsel's efforts as of May 2004 were described in detail in the Opinion approving the Citigroup Settlement. ... At the conclusion of this litigation, more than ever, it remains true that `the quality of representation that Lead Counsel has provided to the class has been superb.' ... At trial against Andersen, the quality of Lead Counsel's representation remained first-rate. .. The size of the recovery achieved for the class ­ which has been praised even by several objectors ­ could not have been achieved without the unwavering commitment of Lead Counsel to this litigation." The Court also found that "Despite the existence of these risks, Lead Counsel obtained remarkable settlements for the Class while facing formidable opposing counsel from some of the best defense firms in the country;" and "If the Lead Plaintiff had been represented by less tenacious and competent counsel, it is by no means clear that it would have achieved the success it did here on behalf of the Class." "It is only the size of the Citigroup and Underwriters' Settlements that make this recovery so historic, and it is likely that less able plaintiffs' counsel would have achieved far less." In In re Cendant Corporation Litigation, No. 98-CV-1664 (WHW) (D.N.J. December 7, 1999), Barrack, Rodos & Bacine was co-lead counsel for the Class and achieved settlements with defendants in excess of $3.18 billion, more than three times larger than the next highest recovery ever achieved in a securities law class action suit by that time. The Cendant settlement included what was, at the time, the largest amount by far ever paid in a securities class action by an issuing company (which, nearly ten years later, remains the second largest ever paid) and what was, and remains, the largest amount ever paid in a securities class action by an auditor. The Cendant settlement further included extensive corporate governance reforms, and a contingency recovery of one-half the net recovery that Cendant and certain of its affiliated individuals may recover in on-going proceedings against CUC's former auditor. The Cendant Court stated that "we have all been favored with counsel of the highest competence and integrity and fortunately savvy in the ways of the law and the

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market." The Court found that the "standing, experience and expertise of counsel, the skill and professionalism with which counsel prosecuted the case and the performance and quality of opposed counsel were and are high in this action." The Court further found that the result of lead counsel's efforts were "excellent settlements of uncommon amount engineered by highly skilled counsel with reasonable cost to the class." In In re Automotive Refinishing Paint Antitrust Litigation, 2:10-md01426-RBS (E.D. Pa.), Barrack, Rodos & Bacine, co-lead counsel for a Class of direct purchasers of automotive refinishing paint, achieved settlements with five defendants in excess of $100 million. After reaching a settlement with the last two defendants remaining in the litigation, the Court stated, "I want to commend counsel on both sides of this litigation. I think that the representation on both sides of this litigation is as good as I've ever seen in my entire professional career. Counsel worked together. They frankly made the job of this Court very easy and I commend all of you for what you've done in this litigation." In Payne v. Micro Warehouse, Inc., No. 3:96CV1920(DJS) (D. Conn. Sept. 30, 1999), where Barrack, Rodos & Bacine was co-lead counsel for the shareholder class, the Court noted "the exceptional results achieved by plaintiffs' counsel," who "were required to develop and litigate this complex case solely through their own efforts," and concluded that "the benefit conveyed to the class plaintiffs amply supports the conclusion that the plaintiffs' counsels' work was exceptional."

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