in re: omnicom group, inc. securities litigation 02-cv...

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE OMNICOM GROUP, INC .SECURITIES LITIGATION Docket No . 02-CV-4483 (RCC)

DECLARATION OF J. ERIK SANDSTED TIN SUPPORT OF THE AMENDED MOTION OF LEAD PLAINTIFF

NEW ORLEANS EMPLOYEES' RETIREMENT SYSTE MFOR CLASS CERTIFICATION

I, J. ERIK SANDSTEDT, declare as follows :

I am a member of the Bar of this Court and a member of the law firm Bernstein

Litowitz Berger, & Grossmann LLP, Counsel for Lead Plaintiff New Orleans Employees '

Retirement System and Lead Counsel for the Class in the above-referenced Action . I submit thi s

declaration in support of the Amended Motion of Lead Plaintiff New Orleans Employee s

Retirement System (1) to certify this Action as a class action pursuant to Fed. R. Civ . P . 23(a)

and (b)(3) on behalf of the Class as defined in the accompanying Notice of Motion ; (2) to certify

New Orleans Employees' Retirement System as Class Representative ; and (3) to appoint the law

firm of Bernstein Litowitz Berger & Grossmann LLP as Lead Counsel for the Class . I am fully

familiar with the facts set forth herein .

2. Attached as exhibits hereto are true and correct copies of the following :

Exhibit 1 : Declaration of Scott D . Hakala, Ph.D, CFA

Exhibit 2: Declaration of Jerome D. Davis, ChairmanNew Orleans Employees' Retirement System

Exhibit 3 : Firm Resume of Bernstein Litowitz Berger &Grossman LLP

167288

I declare that the foregoing is true and correct to the best of my knowledge .

Execut this 15th day of July, 2005,New , New York

J. Er4I1 NA NDSTEDT

167288

2

EXHIBIT 1


IN RE OMNICOM GROUP, INCSECURITIES LITIGATION

CIVIL ACTION NO .03-CV-8917 (RO)

DECLARATION OF SCOTT D . HAKALA, PH.D, CFA

1 . Background and Qualifications of the Exper t

1 . I am a director of CBIZ Valuation Group, LLC, a national business valuation an d

consulting firm that operates as a wholly owned subsidiary of Century Business Services ,

Inc., a publicly traded business services firm (NASDAQ: CBIZ). CBIZ Valuation Group

is one of the largest business valuation and consulting firms in the United States wit h

offices in Dallas, Chicago, Atlanta and Princeton (New Jersey) . CBIZ Valuation Group

employs approximately 80 individuals providing business valuation services to publi c

and private companies .

2. I received a Doctor of Philosophy degree in Economics and a Bachelor's degre e

in Economics from the University of Minnesota. I have earned the professional

designation of Chartered Financial Analyst, awarded by the Association for Investmen t

Management and Research . I have taught courses on asset p ricing and market efficiency

at the doctorate (Ph .D.) level in a Ph.D. granting institution. In addition, I have served as

a consultant and expert witness on numerous occasions regarding economic issues simila r

Expert Report and Declaration on Market Efficiency

by Scott D. Hakala, Ph.D., CFA

to those in this litigation. A detailed summary of my qualifications, including prior

testimony and articles, is provided on the curriculum vitae attached hereto as Exhibit A .

Plaintiffs are being charged fees for my services in this engagement based on my hourly

billing rate of $450 per hour . I have received assistance from other staff employed by

CBIZ Valuation Group .

II. Information Considered

3 . My opinions are based on my professional experience, as well as a thoroug h

review of a substantial amount of available materials, including :

(a) The Corrected Consolidated Class Action Complaint ("Complaint") in thi s

matter ;

(b) Securities filings of Omnicom Group, Inc. ("Omnicom") with the Securities and

Exchange Commission (SEC) from February 2000, through June 2003 ;

(c) Published news articles and press releases and other public news regarding

Omnicom from February 2000, through June 2003, found on Factiva and

Bloomberg, L .P . ;

(d) Institutional trade data provided by Thomson Analytical Research ;

(e) Publicly available financial information and public trading price information on

Omnicom, market indices and similar public companies as found on Bloomberg .

L.P . ; and

(f) Various academic texts and published articles as cited in the text .

Expert Report and Declaration on MarketEfficiency 2by Scott D . Flakala, Ph .D., CFA

III. Summary of the Analyses and Conclusions

4. In addressing the factors outlined in Cammer v. Bloom, 711 F . Supp. (D .N.J .

1989), I found strong evidence for the level of market efficiency required for clas s

certification .

(a) There was more than adequate trading volume, public float and market value to

attract substantial investor interest and to ensure market efficiency . The trading

fundamentals and reasonably high turnover of the public float led to substantial

market maker and analyst coverage during the proposed Class Period .

(b) Omnicom was widely followed by a number of institutional investors

throughout the Class Period.

(c) The fact that Omnicom's shares are actively traded on the New York Stock

Exchange and in good standing is, by itself, usually sufficient to conclude that the

market for its shares is reasonably efficient .

(d) Omnicom's securities filings were timely and consistent with an efficiently

traded security . Omnicon was eligible to file and did file a Form S-3 during the

proposed Class Period. Omnicom also issued regular press releases and

information regarding its earnings, guidance and commercial developments .

(e) Finally, there is a "cause and effect relationship" between unexpected corporate

events and financial releases and movements in the security price . For example,

Omnicom's share price fell dramatically and its trading volume increased

substantially in response to the news on June 12, 2002 .

Expert Report and Declaration on MarketEfficiency 3


5 . The public shares of Omnicom were traded in an efficient market .' Omnicom's

shares were actively traded throughout the Class Period on the New York Stock

Exchange (NYSE). By itself, the listing on the NYSE is usually sufficient to ensure

market efficiency. Omnicom had a substantial number of shares outstanding

(198,669,254 shares outstanding as of December 31, 2001, according to Omnicom's

Form 10-K filed in March 2002)2 and a substantial public float (insiders held 2 .86% of

the common shares outstanding as of 3/31/2001) . The reported average daily trading

volume during the proposed Class Period was 1,396,708 shares and trading rose

substantially on days of important news events (such as 31 .26 million shares traded on

June 12, 2002) . (See Exhibit B for daily price and volume data and a price chart .)

Omnicom was actively followed by institutional investors and there were substantial

institutional holdings of shares by institutional investors throughout the Class Period (as

of December 31, 2001, a total of 459 identified institutions held more than 155 million

shares of Omnicom according to Thompson Financial, as shown in Exhibit C). Omnicom

was generally covered by the financial and general media . Omnicom's filings with the

SEC were timely and allowed for the registration of shares . As such the statements

made by the Defendants and the financial performance of Omnicom were regularly

evaluated and effectively incorporated in the market price for Omnicom's shares .

6. When the alleged fraudulent nature of the transaction involving Seneca cited i n

the Complaint (as sustained by the court) was revealed (at least in part) on June 12, 2002 ,

1 In assessing the type of market efficiency required for the fraud-on-the-market presumption, I relied on

two decisions in the United States District Court, District of Massachusetts, in September 2004, In re

PolyMedica Corp . Securities Litigation (Civil Action No . 00-1 242 6-REK) and In re Xcelera .com Securities

Litigation (Civil Action No. 00-11649-RWZ) .2 Approximately 188 million of these shares were available for public trading .

Expert Report and Declaration on MarketEfficiency 4


the share price of Omnicon fell 19.7% (as compared with a 3 .4% decline in the Standard

and Poor's Supercomposite Media Index, S15MEDAX) and trading increased to over 31

million shares (as compared with an average volume of only 1 .4 million shares during the

proposed Class Period) . These changes are significant and evidence the fact that

Omnicom's share price reacted quickly to the relevant news .

7 . 1 may perform additional analyses and review discovery . I, therefore, may amend

and supplement my conclusions based on subsequent analyses .

I declare under penalty of perjury under the laws of the State of Texas and the Unite d

States that the foregoing is true and correct . If called as a witness I could and woul d

competently testify thereto .

Executed this 2' day of June, 2005, at Dallas, Texas .

Z66L~T)94~Sco tt D . Hakala, Ph .D., CFA

Expert Report and Declaration on Market Efficiency 5by Scott D . Hakala, Ph .D., CFA

EXHIBIT A

Exhibit AScott D. Hakala , Ph.D., CFA

Employment History

1992 - Jan 1998, March 1998 to Present CBIZ Valuation Group, Inc . (formerly Business

Valuation Services), Dallas, Texa s

Director/Principal. As a financial economist and financial analyst, Dr . Hakala brings to the firm extensivepractical knowledge of finance, economics and statistics . His expertise includes : corporate finance,

restructuring and cost of capital ; the valuation of securities and business interests (transactions,mergers, acquisitions, fairness opinions) ; the valuation of intangible assets (patents, trademarks) ;analysis of publicly traded securities (insider trading studies, trading analyses, event analyses,materiality, damages in securities litigation) ; economic loss analyses (commercial litigation) ; wage andcompensation determination (reasonable compensation studies, lost personal income, wrongfultermination) ; transfer pricing ; derivative securities (options pricing and valuation) ; and antitrust andindustry structure, strategic pricing, marketing and cost allocation analyses .

• Jan 1998 - March 1998 Laser BioTherapy, Inc ., Dallas, Texas

Interim President . Dr. Hakala served as the Chief Executive Officer of Laser BioTherapy, Inc . Hisdecision-making authority involving issues of marketing, employment, negotiating with investors, pricing,product planning, financial planning and all other corporate decisions .

• 1988 - 1992 Dept. of Economics, Southern Methodist University, Dallas, Texa s

Assistant Professor. Dr. Hakala taught graduate and undergraduate courses in macroeconomics,moneta ry/financial economics, financial institution regulation and international financial management .He supervised dissertations on international money, commodity options and forward markets, andforeign exchange rates . His research interests included moneta ry policy, the causes of fluctuations inemployment and output , capital stock estimation, aggregate production theory, foreign currency

movements (futures, options and forward contracts ), inflation, interest rate movements and the term

structure of interest rates, asset pricing and consumption .

• 1983 - 1988 Dept . of Economics, University of Minnesota, Minneapolis , Minnesota

Lecturer. Dr. Hakala designed course materials and taught large classes in macroeconomics andinternational economics . He served on hiring committees and evaluated other instructors .

Formal Education

Doctor of Philosophy , Economics - 1989University of Minnesota , Minneapolis , MinnesotaGraduate School Fellowshi p(Graduate/dissertation advisor Edward Prescott was awarded the Nobel Prize in Economics in 2004 . )

• Bachelor-of Arts, Economics -1983Minor in Business Administration and Pre-Law EmphasisUniversity of Minnesota, Duluth, MinnesotaGraduated Summa Cum LaudeWhiteside Scholarship, full tuition and expenses

Scott D . Hakala, Ph.D., CFA Page 1

Honors and Awards

• Distinguished Instructor, Department of Economics, University of Minnesota, 1987-1988

• Earhart Foundation Award, Department of Economics,, University of Minnesota, 198 5

• Graduate School Fellowship, 1983 and 198 4

• Cecil H . Meyers Outstanding Economics Student Award, 198 2

• Perfect Scores on Quantitative Analysis' and Verbal Analysis sections of Graduate Record Examination(GRE), 1982

• Alice Touhy Tweed Award, High School Valedictorian, 197 9

• Lee Krough Award (outstanding character), American Legion's Minnesota Boy's State, 1978, elected Lt .Governor and invited to represent state at other events

• Centrum Award, 1979 (for outstanding character and contributions)

Professional Associations

• CFA Charter, The Institute of Chartered Financial Analysts, completed all tests and requirements for aCFA designatio n

• Member, American Economic Association

• Member, American Finance Association

Publications

• "Estimating and Applying Economic Value Added," Chapter 13E - Financial Valuation : Businesses andBusiness Interests - 1998 Update. Publisher : Warren, Gorham & Lamon t

• "Valuation for Smaller Capitalization Companies" (with Dr . Mukesh Bajaj), Chapter 12A - FinancialValuation : Businesses and Business Interests - 1998 Update . Publisher : Warren, Gorham & Lamont .

• "Analysis and Valuation of Distressed Equity Securities" (with Mr . M . Travis Keath), Chapter 13F -Financial Valuation : Businesses and Business Interests - 1999 Update. Publisher : Warren, Gorham &Lamont .

• "Analysis and Valuation of Distressed Equity Securities" (with Mr . M. Travis Keath), Valuation Strategies,September/October 1999, pp . 24-34 . Publisher : Warren, Gorham & Lamont .

• Contributing author in The Art of M&A Integration : A Guide to Merging Resources, Processes andResponsibilities. October 1997. Publisher: McGraw-Hill . Contributed on valuation of tangible andintangible assets (patents, trade secrets, customers, goodwill, employment agreements, non-competes,etc .), allocation of purchase price issues, accounting treatment of acquisitions, international valuationand transfer pricing and general valuation and due diligence issues . Assisted editor in commenting onand editing first half of text .

• Provided live and taped hterviews pertaining to economic issues for television, including lengthyinterviews for CNN (July 1990), WFAA-TV (July 1990 ; July 1991 ; March 1992), and radio (Internet radioon November 9, 1999, discussing Microsoft anti-trust issues) .

Scott D . Hakala, Ph .D., CFA Page 2

Lectures Presente d

Dr. Hakala is a frequent public speaker on valuation, economics, ethics, and monetary policy . Examples include :

• "Valuation of Options for Litigation Purposes" - New York University CLE Presentation-October 200 0

• "Valuation Issues-Family Limited Partnerships" - Professional Financial Service, LP's Family LimitedPartnership Alert and Update ; Dallas/Fort Worth - February 200 0

• "PPOs for Sale : the Valuation of Managed Care Entities" - Caesars Palace ; Las Vegas, Nevada -September 199 2

• "Equilibria in Continuous-Time Models of Money" - refereed paper presented to the Sixth WorldCongress of the Econometric Society ; Barcelona, Spain - August 199 0

• "The Use and Holding of Currency" - Feature Presentation - Western Economic Association Meeting ;

San Diego, California - July 1990

• "Values and Economics" - Dallas Philosophical Forum ; Dallas, Texas - March 1990

• "Ethics and the Role of Government" - ARCO Oil and Gas Research Center ; Piano, Texas - October1989

• "Continuous-Time Models of Money : Policy Implications" - paper presented to the Division of Researchand Statistics of the Board of Governors of the Federal Reserve ; Washington, DC - January 1988

Expert Witness/Litigation Support

Dr. Hakala has undertaken various assignments involving litigation support and has testified as an expertwitness. He has been qualified as an expert and has testified in both U .S. District Court and in U .S. Tax Court .The following is a list of testimony on record :

• David Graben and Frank Strickler v . Western Reserve Life Assurance Company of Ohio ; Intersecurities,

Inc . and Timothy Hutton; State District Court, 271st Judicial District, Wise County, Texas ; depositiontestimony March 29, 2005; trial testimony May 18, 2005 ; testified as to economic losses and prudentinvestment management involving the management of investment portfolios for two retired individuals .

• Wechsler & Co ., Inc. v. Commissioner of Internal Revenue, United States Tax Court (Docket No . 9667-04) ; trial testimony March 24, 2005 ; prepared a written report and rebuttal report as testimony in amatter involving the determination of the reasonable compensation of a Chief Executive Officer of abroker-dealer specializing in trading convertible debt securities as a dealer and on its own account .

• Stephen T. Davis, Individually and as Owner of Lone Star Phones v. Dobson Cellular Systems Inc. dlblaCellularOne and Dobson Communications Corporation and Kelly Lane ; In the United States District

Court for the Northern District of Texas, Dallas Division (Case No . 3-04-CV-0465 B) ; deposition

testimony February 25, 2005; testified as to lost income associated with allegations of a breach ofcontract and wrongful termination of a dealership agreement .

• In re: PE Corporation Securities Litigation; In the United States District Court, District of Connecticut(Master File No . 3 :00CV705(CFD))) ; deposition testimony February 23, 2005 ; testified as to materiality,inflation per share and aggregate damages in a class action securities case involving allegations ofinadequate and misleading disclosures relating to a secondary offering of tracking shares .

Scott D. Hakala, Ph .D., CFA Page 3

• Alpine International Corp. v. Texas Health Resources; State District Court, 101St Judicial District, DallasCounty, Texas ; deposition testimony February 21, 2005 ; testified as to lost profits associated with abreach of a non-solicitation provision in a contract .

• Michael Gloster and Victoria Gloster, tla Gloster Marketing v. Relics, Inc., H. William Pollack, ///, andCarolyn Po/lack; In the United States District Court, Eastern District of Pennsylvania (Cause No . 02-CV-

7140) ; deposition testimony February 11, 2005 ; testified as to issues of valuation and profits involvingclaims of trademark and copyright infringement .

• In re: Clarent Corporation Securities Litigation ; In the United States District Court, Northern District ofCalifornia, San Francisco Division (Master File No . C-0103361CRB(JCS)) ; deposition testimony January11, 2005 ; trial testimony January 31 and February 9, 2005 ; testified as to materiality, inflation per shareand aggregate damages in a class action securities case involving allegations of accounting fraudagainst former officers of the company and the accounting firm for its audit .

• In re: DQE, Inc. Securities Litigation; In the United States District Court, Western District of Pennsylvania(Master File No. 01-1851) ; deposition testimony November 23, 2004 ; testified as to materiality, inflationper share and aggregate damages in a class action securities case .

• In re: Worldcom, Inc . ERISA Securities Litigation; In the United States District Court, Southern District ofNew York (Master File No . 02 Civ . 4816 (DLC)) ; deposition testimony November 15, 2004 ; testified as todiscounts related to block size and information effects associated with the possible sale of shares ofWorldcom and MCI tracking stock in the first half of the 2002 .

• Adele Brody, et al., on behalf of themselves and all others similarly situated, vs. Peter S . Hellman, et al. ;District Court, City and County of Denver, State of Colorado ; deposition testimony September 3, 2004,and May 27, 2005 ; hearing testimony November 30, 2004 ; testified as to the ability to measure damagesto a class of shareholders via a plan of allocation .

• In re: Broadcom Corp. Securities Litigation; In the United States District Court, Central District ofCalifornia, Southern Division (No . SACV 01-275 GLT (MLGx)) ; deposition testimony August 27 and 29,September 10, December 1 and 2, 2004, and January 21, 2005 ; testimony during hearing April 21 andMay 25, 2005; testified as to materiality, valuation of customer contracts, valuation, inflation per shareand aggregate damages in a securities class action and damages in a related private action .

• Burt L. Schmidt, Individually and d/bla Diamond S Trucking vs . Navistar Financial Corporation; StateDistrict Court, Hamilton County, Texas ; deposition testimony July 28, 2004 ; trial testimony August 30,2004; testified in rebuttal as to claims of lost profits associated with the repossession of tractor trucks bythe defendant in 2001 .

• Basic Management Inc, et al., vs. United States of America, et al. ; In the United States District Court,District of Nevada (No . CV-S-02-0884-RCJ-(RJJ)) ; deposition testimony July 22 and 23, 2004 ; testifiedin rebuttal as to appropriate assumptions and methods (including discount rates and appreciation rates)for a real estate development company in Nevada .

• In re. JTS Corporation, Suzanne L. Decker, Trustee, vs . Roger W. Johnson, et al . ; In the United StatesBankruptcy Court, Northern District of California, (No . 98-59752 MM ; A.P. No. 00-5423) ; depositiontestimony July 15, 2004 ; trial testimony April 11, 2005 ; testified in rebuttal to trustee's expert as toeconomic losses to creditors and reasonable value associated with certain business decisions .

• Randy S. Myers, Individually and on Behalf of all others Similarly Situated, vs . Progressive Concepts,Inc . d/b/a Hawk Electronics ; 352nd Judicial District, Tarrant County, Texas (Cause No . 352-201156-03) ;deposition testimony July 2, 2004; testified as to the appropriate measure of damages involvingallegations of improper billing involving cell phone services .


• On Site Technology LLC vs . Duratherm, Inc . et al. ; In the United States District Court for the SouthernDistrict of Texas (Civil Action No . H-02-2624) ; trial testimony June 10, 2004 ; testified as to lost profitsand reasonable royalties as a result of allegations of patent infringement .

• A TS Telecommunications Systems, Inc. and A TS Liquidating, Inc. f/k/a Advanced TelecommunicationsSystems, Inc., by and through its Plan Agent H. Malcolm Lovett, Jr. vs. Philip R. Lacerte and Four LCTrust vs . Stan M. Gorman, Sr., and D. Scott Pool; 113th Judicial District, Harris County, Texas (CauseNo. 2001-00997) ; deposition testimony May 25, 2004 ; testified as to reasonable and customary termsand consideration for the provision of performance guarantees, reasonable start-up and operatingexpenses, and issues of fraud and breach of fiduciary duty .

• ISG State Operations, Inc. vs. National Heritage Insurance Company, Inc . ; 250th Judicial District, TravisCounty, Texas (Cause No . 95-11014) ; deposition testimony May 11, 2004; trial testimony April 25, 2005 ;testified as to appropriate measures for calculation lost profits in a breach of contract claim involvingdata processing .

• Xperex Corporation, et al. vs. Viasystems Technologies Corp ., LLC ; Court of Chancery, New CastleCounty, State of Delaware (Civil No . 20582-NC) ; deposition testimony April 23, 2004 ; testified as to thevaluation of intangible assets and business related to allegations of fraudulent conveyance and breachof fiduciary duty to creditors .

• Richard Marcoux, on behalf of himself and all others similarly situated, v. Billy D . Prim, Andrew J.Filipowski, et al. ; County of Forsyth, State of North Carolina (No . 04 CvS 920); deposition testimony April12, 2004; testified as to errors in a fairness opinion issued in a proposed acquisition of a publiccompany .

• Houston Saba, L.P. vs . Nick Hernandez and Boyd Page Inc. dlbla Boyd Page & Associates ; 280thJudicial District, Harris County, Texas (Cause No . 2003-07457) ; deposition testimony March 31, 2004 ;testified as lost profits associated with disruption of a restaurant due to street repairs and construction .

• Autoland of New Jersey, Inc ., et al . v. Commissioner of Internal Revenue ; U.S. Tax Court (Docketnumber 12639-02) ; testified in trial February 19, 2004 ; testified as to issues related to the reasonablecompensation of executives in the auto retail business .

• Soils Control International, Inc. vs . Martin Marietta Magnesia Specialties, L .L . C. and Midwest IndustrialSupply, Inc; United States Court, District of Massachusetts (Civil Action No . A-03-CA-531 H) ; depositiontestimony January 30, 2004 ; testified as to lost profits in a dispute relating to allegations of deceptivetrade practices .

• In re Raytheon Company Securities Litigation ; United States Court, District of Massachusetts (CivilAction No . 99-12142 (PBS)) ; deposition testimony January 27, 2004 ; testimony in hearings May 3 and 7,2004 ; testified as to materiality, causation, inflation per share and aggregate damages .

• In re: AT&T Corp Securities Litigation ; United States District Court of New Jersey (MDL No . 1399, CivilAction No . 01-1883 (GEB)) ; Consolidation Class Action on Behalf of the Purchasers of AT&T WirelessTracking Stock Shares between April 27 and May 1, 2000 ; deposition testimony January 16, 2004 ;testified as to materiality, causation, inflation per share and aggregate damages .

• Robert Rodgers vs . Johnson Health Tech. Co ., Ltd., Epix, Inc. d/b/a Vision Fitness, et al . . ; United StatesDistrict Court for the Western District of Texas, Austin Division (Civil Action No . A 02 CA 731 SS);deposition testimony January 7, 2004 ; testified as to reasonable royalties and damages for allegedpatent infringement .


• In re. Xcelera .Com Securities Litigation . ; United States District Court, District of Massachusetts, Boston,Massachusetts (Civil Action No . 00- CV-11649(RWZ)) ; hearing testimony November 20 and 21, 2003 ;testified as to materiality, reliance and market efficiency in a hearing on class certification .

• C. F. Jordan, L .P. v. Argosy Gaming Company, Laneco Construction Systems, and Louisiana Glass,AAA Arbitration (Case Number 71 110 01059 01) ; deposition testimony November 18, 2003 ; testifiedin rebuttal to allegations of lost income from hotel construction and remediation activities .

• ELIZABETH M. KURECKA, Individually and as Representative of the estate of Edward Kurecka,Deceased, MICHAEL KURECKA, TIM KURECKA, and MELANIE KURECKA POWELL v. DAVID H.

AMMONS, M.D., GARY R. GODSIN, M.D., and MICHAEL PETTIBON, M.D. ; 342°d Judicial District,

Tarrant County, Texas ; deposition testimony September 2003; testified as to the loss of income to the

survivors in a wrongful death case .

• Betsy Gross v. David Halbert and AdvancePCS; 352"d Judicial District, Tarrant County, Texas (CauseNo. 352-196123-02) ; deposition testimony August 26, 2003 ; testified at trial November 10 and 11, 2004 ;testified as to the valuation of executive stock options .

• Michael Aldridge, Individually and on Behalf of All Other Similarly Situated, vs . A. T. Cross Corporation;

Bradford R . Boss; Russell A . Boss; et al. ; United States District Court, District of Rhode Island (C .A. No .

00-203 (ML)) ; deposition testimony August 19, 2003 ; testified as to materiality, causation and damages

in a securities class action .

• In Re Broadcom Corp . Securities Litigation ; United States District Court, Central District of California,Southern Division (Master File No . SACV 01-275 GLT (Eex)) ; deposition testimony July 29 and 30,

2003; testified as to the market efficiency of the trading of Broadcom shares and aggregate damagescalculations relating to class certification .

• J. Bryan Pickens vs . John T. Pickens, J. Michael Tiner, Michael K. Pickens, C. Robe rt Milner, Jr.,

Pickens Financial Group, L.L.C., Pickens Resource Corp ., and Pickens, Ltd . ; 298th Judicial District,

Dallas County, Texas (Cause No . 02-01105) ; deposition testimony July 11, 2003; testified as to theoverall financial performance of certain companies and the fairness (or benefits to the plaintiff) of certaintransactions involving the defendant companies and affiliated trusts .

• In re Arthur Franklin Tyler, Jr., Debtor; Arthur Franklin Tyler, Jr., v. Tywell Manufacturing Corporation ;

U .S . Bankruptcy Court, Northern District of Texas, Dallas Division (Case No . 01-80343-SAF-13 ;

Adversary No . 02-3530) ; trial testimony July 1, 2003 ; testified as to net asset value under variousassumptions in an involuntary shareholder foreclosure/shareholder oppression dispute .

• FFP Partners, L.P. v. Jack J. Ceccarelli, Restructure Petroleum Marketing Services, Inc. flkla E-Z Serve

Petroleum Marketing Company and Environmental Corporation of America, Inc . ; American Arbitration

Association (Case No . 71-Y-198-00167-02) ; hearing testimony May 19, 2003 ; testified as to the value ofgas-only operations related to allegations of breach of contract, breach of fiduciary duty and theft ofbusiness opportunities .

• RadioShack Corporation, and TE Electronics, L .P. vs . Fried, Frank, Harris, Shriver & Jacobson andHarvey Pitt United States District Court, Northern District of Texas, Ft . Worth Division (Civil Action No .

4 :02-CV-0639-TV) ; deposition testimony May 9, 2003 ; testified as to causation and damages as a resultof allegations of legal malpractice .

• Printwrap, Inc. v. Printwrap Sales, Inc . and Maxine Ammon ; 134th Judicial District, Dallas County, Texas(Cause No. 02-5064-G) ; deposition testimony May 6, 2003; testified as to the valuation and economiclosses of a purchase of a specialty printing business as a result of allegations of materialmisrepresentations on the part of the seller .

Scott D . Hakala, Ph .D., CFA Page 6

• In re Theregenics Corp. Securities Litigation ; United States District Court, Northern District of Georgia,Atlanta Division (Civil Action No . 1 :99-CV-141-TWT); deposition testimony April 2, 2003, and August 14,

2003 ; testified as to materiality, causation, inflation per share and damages as a result of allegations ofsecurities fraud (violations of the Securities Exchange Act of 1934, Rule 10b-5) .

• Teleplus, Inc., v. Avantel, S.A . ; United States District Court, Western District of Texas, San AntonioDivision (Civil No . SA-98-CA-0849 FB) ; deposition testimony March 26, 2003 ; trial testimony September

25, 26 and 29, 2003; testified as to the valuation of a reseller and marketer of long-distance telephoneservices (primarily for domestic and international service in Mexico) .

• Russell Grigsby vs. ProTrader Group Management, L .L.C., et al. ; American Arbitration Association

(Cause No . 70-180-00648-02) ; deposition testimony March 7, 2003; arbitration hearing testimonyOctober 17 and November 3, 2003 ; testified in a fraud and shareholder oppression case as to the fairvalue of a brokerage firm with specialization in day trading .

• Donald P. Williams vs . Peter O. Holliday, Ill, MD, and Open MRI of Decatur ; Circuit Court of MorganCounty, Alabama (Case Number : CV-00-974) ; testified at trial March 4, 2003 ; testified as to the value ofloan guarantees and the value of a business operating an MRI in a shareholder oppression lawsuit .

• Menard, Inc . v. Commissioner of Internal Revenue; U.S. Tax Court; testified in trial February 27, 2003 ;testified as to the compensation of executives in comparable and guideline companies and the propervaluation of incentive compensation benefits .

• Richard Strauss, Sovereign Texas Homes, ltd., et al . vs . Wallace Sanders & Company, et al. ; 191s1

Judicial District, Dallas County, Texas (Cause No . 02-2562-J) ; deposition testimony February 14 and 20,

2003; testified as to materiality, causation, and damages as a result of allegations of improperaccounting .

• Paul Dzera, Philip J. Gund and Stephen Marotta v. Zolfo Cooper, L.L.C.; American Arbitration

Association (Arbitration no . 18Y180143301), Newark, New Jersey ; hearing testimony February 11,

2003; testified as to measures of economic loss associated with claims brought by defendant .

• In re VISIONAMERICA, INC. SECURITIES LITIGATION; United States District Court, Middle District ofTennessee, Nashville Division (Master File No . 3-00-0279) ; deposition testimony December 12, 2002 ;testified as to materiality, causation, inflation per share and damages as a result of allegations ofsecurities fraud involving accounting misstatements (violations of the Securities Exchange Act of 1934,Rule 10b-5) .

• In re National Golf Properties, Inc. Shareholder Litigation ; (Masseo Investment Partners, Ltd., AnneMarie Rouleau, Thomas Feiman, IRA and Robert Lewis, On Behalf of Themselves and All Others

Similarly Situated, vs. James M. Stanich, et al. ; Superior Court of the State of California, County of LosAngeles (Lead Case No . BC268215) ; deposition testimony November 22, 2002 ; testified as to fairnessand problems with a fairness opinion involving a proposed acquisition of the public REIT, includingprocess, disclosure and allocations of proceeds problems .

• Ralph R. Unstead, Jr., On behalf of Himself and All Other Similarly Situated, v. Intelect Communications,

Inc ., et al. ; U .S . District Court for the Northern District of Texas, Dallas Division (No . 3 :99-CV-2604-M) ;

deposition testimony October 31, 2002 ; testified as to materiality, causation and damages in a classaction securities case .

• Physicians Resource Group, Inc . and EyeCorp, Inc. ., vs. Dr. David Meyer, et al . . ; U.S. Bankruptcy

Court, Northern District of Texas, Dallas Division ; deposition testimony October 22, 2002 ; trial testimonyFebruary 7, 2002 ; testified as to issues of solvency and reasonably equivalent damages as a result ofcertain transactions between the defendants and the plaintiffs prior to bankruptcy .

Scott D. Hakala, Ph.D., CFA Page 7

• Maximicer, L.L.C., vs. PepsiCo, Inc. ; U .S . District Court for the Eastern District of Texas, Marshall

Division (No. 2-01-CV-132(tjw)) ; deposition testimony October 21, 2002; trial testimony December 10,

2002 ; testified as to damages arising from claims of commercial defamation and other causes .

• HALCYON INVESTMENTS INC ., f/k/a B.A.S.S.,Inc ., et al. . vs B.A.S.S., LLC, flkla LIVEWELLACQUISITION,LLC, B.A.S.S. (IP) ., et al. ; AAA Arbitration (File No . 30 E 181 00434 02) ; deposition

testimony October 10, 2002 ; testified as to due diligence, disclosures and economic damages estimatesinvolving an agreement to sell a business between the parties (subject to confidentiality agreement) .

• Jerry Krim, et al. v. pcOrder.com, Inc., et a/. ; U .S. District Court for the Western District of Texas, AustinDivision (Master File No . A:00-CA-776-SS) ; hearing testimony September 20, 2002 ; testified in a classcertification hearing on the trading of shares and source of shares purchased by proposed lead plaintiffs .

• APA EXCELSIOR II/ L .P., APA EXCELSIOR 111 OFFSHORE, L .P .,APAIFOSTIN PENNSYLVANIA

VENTURE CAPITAL FUND, C/N VENTURE NOMINEES LIMITED, STUARTA . EPSTEIN and DAVID

EPSTEIN, v. PREMIERE TECHNOLOGIES, INC .,BOLAND T. JONES, PATRICK G .JONES, GEORGE

W. BAKER, SR., and RAYMOND H. PIRTLE, JR, U.S. District Court for the Northern District of Georgia

(Civil Action No . 1 :99-CV-1377-JOF) ; deposition testimony September 4, 2002 ; testified as to themateriality of certain representations and damages in a securities case .

• Microtune, L.P. v. Broadcom Corporation ; U .S . District Court for the Eastern District of Texas, ShermanDivision (Civil Action No . 4:01-CV-023) ; deposition testimony August 29, 2002 ; testified as to thereasonable royalty in a patent infringement case .

• John F. Havens, On Behalf of Himself and All Others Similarly Situated, vs . James L. Pate, et al. ; and

Howard Lasker, On Behalf of Himself and All Others Similarly Situated, vs. James L . Pate, at al., 295thJudicial Dstrict, Harris County, Texas (Cause No . 2002-16085) ; deposition testimony July 15, 2002 ;hearing testimony July 18, 2002 ; testified as to the materiality of certain information omitted from a proxyto Pennzoil-Quaker State shareholders, issues with respect to the fairness opinion analysis byPennzoil's financial advisor, the determination of fairness and issues with respect to mergers andacquisitions .

• Lawrence D. Poliner, M.D. v. Texas Health Systems, et al. ; U.S. District Court, Northern District ofTexas, Dallas Division (Civil Action No . 3 :000V1007-P) ; deposition testimony May 20, 2002 ; testified asto certain anti-competitive issues involving a specialist medical practice .

• In re: Chartwell Health Care, Inc. ; John H. Litzler, Chapter 7 Trustee, vs . Irving D . Boyes, et al. ; U.S .Bankruptcy Court, Northern District of Texas, Dallas Division (Case No . 398-38546-SAF-7) ; depositiontestimony April 25, 2002 ; testified as to solvency and economic losses of a nursing home operator .

• Leonard Sauls,Jr. v. The Estate of William Lee Hatch, Jr., Deceased, et a l. ; In the Probate CourtNumber One, Travis County, Texas (Cause No . 75278-A) ; deposition testimony March 22, 2002 ;testified as to the measurement of lost future earning capacity, case settled before issuance ofdeposition transcript .

• Leland Stenovich, et a/ ., vs. Spencer F. Eccles, et a!. ; Third Judicial District Court, Salt Lake County,State of Utah (Class Action, Case No . 000907870) ; deposition testimony February 5 and 6, 2002 ;testified as to standards of practice, fairness and adequacy of consideration in a class action lawsuitrelating to the acquisition of First Security Corporation by Wells Fargo .

• In re Computer Associates Class Action Securities Litigation ; U.S. District Court for the Eastern Districtof New York (Master File No . 98-CV-4839) ; deposition testimony January 23 and 24, 2002 ; testified asto materiality, causation and damages in a securities fraud lawsuit .


• Pamela Graham Reeves vs. VIJ, Inc. d/bla National Utilities Co./NUCO and Greer Industries, Inc. ; U.S .District Court for the Northern District of Texas-Fort Worth Division (Case No . 400=CV-1671-BE) ; trial

testimony January 9, 2002 ; testified as to market wages, current job market and likelihood ofemployment for an individual alleged to have been wrongfully terminated .

• Patricia E. Vincent and James R. Vincent v. Bank of America Texas, N.A. . ; In the 68th Judicial District

Court, Dallas County, Texas (Cause No . DV99-00745) ; testimony in hearing in December 2000 and trialtestimony December 18, 2001 ; testified as to the proper calculation of interest on a home mortgage andcommon standards and practices for calculating mortgage interest .

• Joan C. Howard and Charles A. Anderson , on behalf of themselves and all others similarly situated. v.

Everex Systems, Inc ., and Steven L.W. Hui, et al. .; U .S . District Court for the Northern District ofCalifornia ( Case No . C 92 3742 CAL) ; deposition testimony November 19 and 20 and December 17,

2001 ; testified as to materiality, causation and damages in a securities fraud lawsuit .

• Reinsurance International Services Company, L .L .C . v. Lambert Fenchurch Group Limited, et at . ; in the98th Judicial District Court, Travis County Texas (Civil Action No. 99-00745) ; deposition testimonySeptember 20, 2001 ; testified as to lost profits and lost business value experienced by a reinsurancebroker relating to allegations of misrepresentations and breach of duty .

• Robert Alpert, James Ventures, L .P., Markus Investments, Inc . and James Investments, Inc. vs

Innovative Valve Technologies, Inc., et al. . ; U.S. District Court for the Southern District of Texas,Houston Division (Civil Action No . H-01-076) ; deposition testimony September 19, 2001 ; testified as tomateriality, causation and damages in a securities fraud lawsuit .

• Premier Lifestyles International Corporation vs . Electronic Clearing House, Inc . ; XpresscheX, Inc ., et al . ;

Superior Court for the State of California, County of Los Angeles (Case No . BC230691) ; deposition

testimony September 17 and 27, 2001 ; trial testimony November 27 and 28, 2001 ; testified as to lost

business opportunities and damages arising from various causes of action .

• In re Phycor Corporation Securities Litigation ; U.S. District Court for the Middle District of Tennessee,Nashville Division (Civi I Action No. 3-98-0834) ; deposition testimony August 9 and November 6, 2001 ;

testified as to materiality, causation and damages in a securities class action lawsuit .

• Ben Higbee and Bridgestone Healthcare Management, Inc. vs. Bridgestone Healthcare Management,Inc., . . .and David E. Sones; 101st Judicial District, Dallas County, Texas (Cause No . 00-7365-3) ;

deposition testimony June 21, 2001 ; testified as to preliminary findings as to fairness of certaintransactions involving a workers' compensation and rehabilitation business .

• Auto Wax Co., Inc. v. Mark V Products, Inc. . . ; U.S . District Court for the Northern District of Texas,Dallas Division (Civil Action No . 3-99 CV 0982-T) ; deposition testimony April 25, 2001 ; trial testimonyJune 29, 2001 ; testified as b the reasonable royalty and lost profits in a patent infringement andtrademark infringement case .

• Robert K. Bell, et al. v. Fore Systems, Inc., et al . . ; U .S. District Court for the Western District ofPennsylvania, (Civil Action No . 97-1265) ; deposition testimony February 1, 2 and 14, 2001, as to themateriality of various alleged accounting misrepresentations and as to damages in a class actionshareholder lawsuit .

• Scott Cunningham and Elizabeth Cunningham v. Gutierrez, Mitchell & Colmenero, L.L.P., et al. ; 201stJudicial District, Travis County, Texas (Cause No . GNO-00849) ; deposition testimony January 12, 2001 ;

trial testimony March 7, 2001 ; testified as to the economic loss and value to the owners of a temporaryservices business .


EXHIBIT B

- N W AcA o 0 0 C)

° ° ° °o a o o

2/20/2001

3/6/200 1

3/20/2001

4/3/2001

4/17/2001

5/l/2001

5/15/2001

5/29/2001

6/12/2001

6/26/2001

7/10/2001

7/24/200 1

8/7/2001

8/21/2001

9/4/200 1

9/18/2001

10/2/2001

10/16/200 1CD

10/30/2001

11/13/2001

11/27/2001

12/11/2001

12/25/200 1

1/8/2002

1/22/2002

2/5/2002

2/19/2002

3/5/2002

3/19/2002

4/2/2002

4/16/2002

4/30/2002

5/14/2002

5/28/2002

6/11/2002

Price per Share

0 0

0 °o

4 00 C)O O O O O

° ° °°C) 0 o oo

M.

Ca' C .

00

N3OO

0 3C-

0ocD 3j2P. O

NCDcN

CDU)

mx

0

03

Exhibit B: Price and Trading Volume Information for Omnicom CommonShares

Date Px Open Px High Px Low Px Last Px Volum e2/20/2001 $ 89.60 $ 94.91 $ 89.60 $ 94.51 1,989,2002/21/2001 $ 94.30 $ 95.45 $ 93.00 $ 94 .30 1,515,0002/22/2001 $ 94.30 $ 95.25 $ 92.50 $92.90 1,415,2002/23/2001 $ 91 .75 $ 92.10 $ 88.85 $ 90 .20 1,631,3002/26/2001 $ 90.35 $ 91 .00 $ 89.51 $ 90 .15 1,422,7002/27/2001 $ 90.00 $ 92.75 $ 89.87 $ 92.00 1,094,3002/28/2001 $ 92.00 $ 92.00 $ 89.65 $ 90 .69 1,003,500

3/1/2001 $ 90.69 $ 90.95 $ 89.21 $ 90 .70 1,415,4003/2/2001 $ 90.45 $ 91 .94 $ 89.80 $ 91 .52 966,3003/5/2001 $ 91 .00 $ 91 .01 $ 89.27 $ 89 .73 987,2003/6/2001 $ 89.98 $ 91 .45 $ 89.90 $ 91 .12 1,303,1003/7/2001 $ 89.90 $ 93.45 $ 89.90 $ 92 .40 1,170,3003/8/2001 $ 91 .40 $ 92.00 $ 90.50 $ 91 .88 1,043,3003/9/2001 $ 90.00 $ 90.50 $ 88.04 $ 88 .35 1,206,400

3/12/2001 $ 88.00 $ 88.01 $ 83.10 $ 83 .50 1,516,1003/13/2001 $ 83.49 $ 84.10 $ 81 .30 $ 83 .00 1,977,7003/14/2001 $ 82.00 $ 83.15 $ 80.65 $ 81 .20 1,724,1003/15/2001 $ 82.00 $ 84.20 $ 82.00 $ 83 .97 1,024,6003/16/2001 $ 83.75 $ 84.10 $ 81 .65 $ 83 .10 1,306,0003/19/2001 $ 83.11 $ 83.19 $ 80.70 $ 82 .31 1,143,8003/20/2001 $ 82.85 $ 84.15 $ 82.20 $ 82 .60 1,037,4003/21/2001 $ 82.60 $ 83.30 $ 81 .65 $ 81 .95 1,222,0003/22/2001 $ 81 .55 $ 81 .55 $ 77.10 $79.60 1,854,00 03/23/2001 $ 80.00 $ 81 .75 $ 79.50 $ 81 .75 1,024,3003/26/2001 $ 81 .65 $ 82.65 $ 79.80 $ 80 .60 1,309,0003/27/2001 $ 80.65 $ 84.74 $ 80.49 $ 84 .48 995,50 03/28/2001 $ 84.48 $ 84.95 $ 83.50 $ 84 .50 1,305,80 03/29/2001 $ 84.75 $ 84.90 $ 81 .50 $ 82 .74 1,035,20 03/30/2001 $ 82.74 $ 83.85 $ 81 .55 $82.88 914,3004/2/2001 $ 83.00 $ 84 .40 $ 82.27 $ 83 .11 694,20 04/3/2001 $ 82.86 $ 82 .95 $ 80.16 $ 80 .69 1,041,3004/4/2001 $ 80.57 $ 80.65 $ 78.00 $ 79 .50 1,624,50 04/5/2001 $ 80.20 $ 82 .70 $ 80.05 $ 82 .70 1,231,2004/6/2001 $ 82.70 $ 82 .70 $ 80.01 $81 .15 763,6004/9/2001 $ 81 .50 $ 83.40 $ 81 .30 $ 83 .26 771,100

4/10/2001 $ 83.27 $ 84 .17 $ 82.95 $ 83 .32 765,3004/11/2001 $ 84.25 $ 84.85 $ 82.80 $ 84 .20 1,193,9004/12/2001 $ 83.40 $ 86.95 $ 83.30 $ 86 .50 980,7004/16/2001 $ 86.50 $ 87.40 $ 85.70 $ 87 .00 769,9004/17/2001 $ 86.05 $ 88.30 $ 86.00 $ 88 .30 651,5004/18/2001 $ 89.08 $ 92.70 $ 88.90 $ 91 .15 2,730,6004/19/2001 $ 91 .00 $ 92.50 $ 90.50 $ 92 .50 753,7004/20/2001 $ 92.00 $ 92.00 $ 89.48 $ 90 .69 874,1004/23/2001 $ 90.50 $ 90.50 $ 87.95 $ 88 .08 1,186,4004/24/2001 $ 88.20 $ 89.84 $ 88.20 $ 89 .20 951,6004/25/2001 $ 89.20 $ 90.38 $ 88.60 $ 90 .11 1,040,7004/26/2001 $ 89.50 $ 92.10 $ 89.25 $ 92 .02 1,246,10 04/27/2001 $ 90.75 $ 90.80 $ 87.75 $ 88 .45 1,985,90 04/30/2001 $ 89.60 $ 89.60 $ 87.40 $ 87 .85 921,800

5/1/2001 $ 87 .84 $ 87.84 $ 86.15 $ 86 .43 1,376,50 05/2/2001 $ 86.50 $ 87.85 $ 86.44 $ 87 .51 1,022,10 0

Source : Bloomberg , L .P./NYSE Page 1 of 7

Exhibit B: Price and Trading Volume Information for Omnicom Commo nShares

Date Px Open Px High Px Low Px Last Px Volum e5/3/2001 $ 87.52 $ 87.80 $ 85.05 $ 86 .82 811,5005/4/2001 $ 86.40 $ 89.10 $ 85.85 $ 88 .93 665,1005/7/2001 $ 88.75 $ 88.99 $ 87.11 $88.88 414,9005/8/2001 $ 89.25 $ 90.75 $ 88.70 $ 90 .39 823,4005/9/2001 $ 89.45 $ 91 .39 $ 89 .26 $ 90 .40 792,300

5/10/2001 $ 90.41 $ 91 .25 $ 89.70 $ 89.89 874,7005/11/2001 $ 89.95 $ 90.50 $ 89.50 $89.75 665,0005/14/2001 $ 89.74 $ 89 .99 $ 89.30 $ 89 .80 368,7005/15/2001 $ 89.95 $ 92.50 $ 89.75 $91 .00 1,046,7005/16/2001 $ 91 .10 $ 92.59 $ 89.70 $ 92 .40 844,4005/17/2001 $ 92.40 $ 94.64 $ 92 .40 $ 94 .27 880,3005/18/2001 $ 94.52 $ 95 .00 $ 93.15 $ 93 .85 785,2005/21/2001 $ 93.35 $ 96 .00 $ 93 .10 $ 95 .81 686,9005/22/2001 $ 94.90 $ 96.95 $ 94.35 $ 96 .23 1,484,4005/23/2001 $ 96.00 $ 98.20 $ 94.90 $ 97 .57 1,702,1005/24/2001 $ 97.32 $ 97 .33 $ 93 .76 $ 94 .05 1,790,5005/25/2001 $ 94.75 $ 94.75 $ 93.10 $ 93 .95 847,50 05/29/2001 $ 94.00 $ 94.60 $ 93 .65 $ 93 .89 625,7005/30/2001 $ 93.80 $ 94.10 $ 92 .50 $ 92 .85 818,6005/31/2001 $ 93.00 $ 93.45 $ 92 .60 $ 93 .08 1,141,80 06/1/2001 $ 92.90 $ 92.91 $ 91 .50 $ 92 .36 892,9006/4/2001 $ 92.61 $ 93.42 $ 92 .00 $ 93 .20 407,30 06/5/2001 $ 93.10 $ 93.80 $ 92.56 $ 93 .66 689,70 06/6/2001 $ 93.66 $ 94.10 $ 93 .35 $ 93 .58 698,40 06/7/2001 $ 93.80 $ 94.08 $ 91 .00 $ 91 .86 701,90 06/8/2001 $ 91 .00 $ 91 .30 $ 90.12 $ 90 .36 759,700

6/11/2001 $ 89.55 $ 89.97 $ 89.10 $ 89 .48 758,5006/12/2001 $ 89.50 $ 89.60 $ 86.50 $ 87 .10 2,116,4006/13/2001 $ 87.55 $ 87 .55 $ 85.20 $ 85 .70 1,974,7006/14/2001 $ 84.00 $ 84.55 $ 82 .15 $ 82 .52 1,594,60 06/15/2001 $ 81 .80 $ 83.40 $ 80.80 $ 82 .45 3,427,1006/18/2001 $ 82.50 $ 82.50 $ 81 .00 $81 .00 1,052,3006/19/2001 $ 82.20 $ 84.00 $ 82 .20 $ 83 .40 1,572,1006/20/2001 $ 82.90 $ 83.35 $ 80.81 $ 81 .95 1,866,7006/21/2001 $ 82.15 $ 83.40 $ 81 .50 $ 82 .52 1,142,0006/22/2001 $ 83.25 $ 84.86 $ 83.10 $ 84 .05 1,389,8006/25/2001 $ 84.05 $ 84.45 $ 82 .56 $ 82 .75 1,169,8006/26/2001 $ 82.35 $ 83.20 $ 81 .30 $83.08 1,175,3006/27/2001 $ 83.30 $ 84.90 $ 83.19 $ 83 .69 847,5006/28/2001 $ 84.00 $ 84.99 $ 83.83 $ 84 .12 708,7006/29/2001 $ 85.12 $ 86.97 $ 84.75 $ 86 .00 1,577,800

7/2/2001 $ 86.00 $ 87.50 $ 85.35 $ 86 .86 878,6007/3/2001 $ 86.86 $ 87 .45 $ 85.57 $ 87 .31 463,3007/5/2001 $ 86.75 $ 86.80 $ 84.76 $ 85 .00 816,0007/6/2001 $ 85.45 $ 85.49 $ 82.65 $ 82 .79 676,2007/9/2001 $ 83.00 $ 84.80 $ 82.95 $ 84 .55 597,300

7/10/2001 $ 83.80 $ 84.00 $ 80.75 $ 81 .50 2,004,5007/11/2001 $ 81 .50 $ 83.01 $ 81 .00 $ 82 .95 2,789,4007/12/2001 $ 82.85 $ 84.54 $ 82.80 $ 84.51 1,195,60 07/13/2001 $ 84.51 $ 85.25 $ 83.85 $ 85 .20 831,0007/16/2001 $ 85.20 $ 86.25 $ 84.70 $ 86 .12 1,150,000

Source : Bloomberg, L .P./NYSE Page 2 of 7

Exhibit B : Price and Trading Volume Information for Omnicom CommonShares

Date Px Open Px High Px Low Px Last Px Volum e7/17/2001 $ 85.90 $ 86.30 $ 85.10 $ 85 .66 783,8007/18/2001 $ 84.70 $ 85.20 $ 82.01 $ 83 .27 1,671,30 07/19/2001 $ 84.25 $ 84.70 $ 82.10 $ 82 .75 1,765,0007/20/2001 $ 82.75 $ 83.06 $ 80.40 $ 80.62 1,939,4007/23/2001 $ 81 .30 $ 81 .45 $ 78.25 $ 78.52 2,059,8007/24/2001 $ 80.00 $ 83.15 $ 79.80 $82.90 3,923,3007/25/2001 $ 82.90 $ 85.55 $ 82.40 $ 85.17 1,605,9007/26/2001 $ 85.17 $ 88.00 $ 84 .90 $ 87 .71 1,952,4007/27/2001 $ 87.71 $ 88.50 $ 87.25 $ 87 .48 1,475,3007/30/2001 $ 87 .30 $ 88.42 $ 87 .20 $ 87 .65 637,6007/31/2001 $ 88.20 $ 89.20 $ 87 .00 $ 87 .37 1,027,10 0

8/1/2001 $ 87 .38 $ 87.40 $ 86.65 $ 87 .00 822,3008/2/2001 $ 87.15 $ 87.60 $ 86.25 $ 86 .98 592,4008/3/2001 $ 86.98 $ 86.98 $ 84.99 $ 86 .54 721,6008/6/2001 $ 86.30 $ 86.30 $ 85.55 $ 86 .03 733,3008/7/2001 $ 86.03 $ 86.08 $ 85.20 $ 85 .73 480,9008/8/2001 $ 85.48 $ 87 .00 $ 84.56 $ 84 .84 927,7008/9/2001 $ 84.85 $ 85.15 $ 84.06 $ 84 .77 655,900

8/10/2001 $ 84.95 $ 85 .00 $ 83.77 $ 84 .75 570,9008/13/2001 $ 85.00 $ 85.20 $ 83.93 $ 84 .90 778,7008/14/2001 $ 84.91 $ 85.40 $ 83.20 $ 83 .49 561,8008/15/2001 $ 83.49 $ 83 .60 $ 82.25 $ 82 .50 1,152,40 08/16/2001 $ 82.50 $ 82.50 $ 81 .30 $ 82 .25 1,689,1008/17/2001 $ 81 .90 $ 82 .20 $ 81 .04 $ 81 .28 978,6008/20/2001 $ 81 .30 $ 82 .32 $ 80.78 $ 82 .30 1,198,7008/21/2001 $ 81 .82 $ 81 .90 $ 78.35 $80.29 4,004,9008/22/2001 $ 80.40 $ 81 .23 $ 80.40 $ 80 .89 1,659,8008/23/2001 $ 81 .05 $ 81 .69 $ 80.80 $ 81 .29 789,5008/24/2001 $ 81 .90 $ 83.25 $ 81 .05 $ 83.10 553,6008/27/2001 $ 82.30 $ 82.85 $ 81 .65 $ 82 .06 519,4008/28/2001 $ 82.60 $ 82.65 $ 81 .31 $ 81 .74 593,1008/29/2001 $ 81 .74 $ 81 .74 $ 79.14 $ 79.32 964,2008/30/2001 $ 79.00 $ 79.00 $ 75.91 $ 76 .39 1,822,8008/31/2001 $ 76.70 $ 78.00 $ 76.04 $ 77 .79 1,084,200

9/4/2001 $ 76.85 $ 77.79 $ 75 .75 $ 75 .87 1,016,2009/5/2001 $ 75.40 $ 75.85 $ 72 .62 $ 72 .90 2,813,2009/6/2001 $ 72.65 $ 73.80 $ 72.00 $ 73 .43 2,856,5009/7/2001 $ 74.90 $ 75.06 $ 73 .00 $ 73 .93 1,499,10 0

9/10/2001 $ 73.90 $ 75.36 $ 73.26 $ 73 .54 1,441,7009/17/2001 $ 67.25 $ 70.06 $ 66.98 $ 67 .01 2,299,4009/18/2001 $ 66.50 $ 67.50 $ 65.70 $ 66 .65 1,562,20 09/19/2001 $ 67.00 $ 68.40 $ 62 .03 $ 64 .70 2,465,1009/20/2001 $ 63.70 $ 64.70 $ 62 .40 $ 62 .95 1,763,2009/21/2001 $ 59.50 $ 62.20 $ 59.10 $ 60 .01 2,895,8009/24/2001 $ 60.90 $ 65.68 $ 60.90 $64.82 2,356,1009/25/2001 $ 64.82 $ 65.58 $ 62 .15 $ 64 .24 1,862,5009/26/2001 $ 64.50 $ 65.06 $ 62 .80 $ 63 .54 1,609,3009/27/2001 $ 64.08 $ 64.50 $ 61 .60 $ 64 .26 1,461,60 09/28/2001 $ 64.26 $ 64.90 $ 61 .30 $ 64 .90 2,858, 50010/1/2001 $ 63.50 $ 64.10 $ 62.73 $ 63 .80 1,281,30010/2/2001 $ 62.50 $ 62.84 $ 61 .31 $ 62 .35 1,643,500

Source : Bloomberg , L.P ./NYSE Page 3 of 7

Exhibit B : Price and Trading Volume Information for Omnicom Commo nShares

Date Px Open Px High Px Low Px Last Px Volume10/3/2001 $ 62 .35 $ 66.65 $ 61 .25 $ 65 .91 1,824,40 010/4/2001 $ 66.50 $ 69.25 $ 65.90 $ 67 .67 2,216,50010/5/2001 $ 68 .00 $ 68.00 $ 66.43 $ 67 .10 1,490,30010/8/2001 $ 66.90 $ 67.00 $ 65.60 $ 66 .52 1,101,80010/9/2001 $ 66 .98 $ 68.21 $ 66.50 $ 67 .63 1,503,000

10/10/2001 $ 68.23 $ 70.46 $ 68 .00 $ 70 .37 1,465,60010/11/2001 $ 71 .80 $ 74.90 $ 71 .80 $74.57 2,486,10010/12/2001 $ 73 .90 $ 74.50 $ 72 .53 $ 74 .40 1,428,40010/15/2001 $ 73.30 $ 74.00 $ 72.20 $ 73.85 1,172, 50010/16/2001 $ 73 .85 $ 73.98 $ 73 .05 $ 73 .44 1,407,30010/17/2001 $ 73.80 $ 73.80 $ 70.35 $ 70 .94 2,146,30010/18/2001 $ 69 .45 $ 70.50 $ 68.94 $70.45 2,189,80010/19/2001 $ 69.25 $ 71 .35 $ 69.15 $ 70 .89 1,434,10 010/22/2001 $ 70.89 $ 73.93 $ 70.34 $73.93 1,003,20 010/23/2001 $ 76.70 $ 79.45 $ 75.90 $78.10 3,477,10 010/24/2001 $ 77 .30 $ 77.33 $ 76.42 $76.88 1,175,50 010/25/2001 $ 76.00 $ 79.95 $ 75.80 $ 79 .40 1,409,90 010/26/2001 $ 78.90 $ 80.99 $ 78.90 $ 80 .57 1,168,20 010/29/2001 $ 80.02 $ 80.25 $ 78.81 $ 79 .35 1,256,30010/30/2001 $ 78.25 $ 78.80 $ 76.65 $ 77 .06 1,096,00 010/31/2001 $ 77 .07 $ 77.92 $ 76.70 $ 76.78 974,60011/1/2001 $ 76.55 $ 78.68 $ 76.15 $78.55 1,110,00011/2/2001 $ 78.55 $ 78.99 $ 77.83 $ 78 .30 982,60011/5/2001 $ 78.75 $ 79.75 $ 78.65 $79.40 907,20011/6/2001 $ 78.70 $ 80.72 $ 78.60 $ 80 .70 1,214,70011/7/2001 $ 80.35 $ 81 .50 $ 80.00 $ 80 .37 788,90011/8/2001 $ 80.25 $ 82.60 $ 80.25 $ 81 .39 1,178, 00011/9/2001 $ 81 .40 $ 81 .50 $ 80.02 $81 .32 955,400

11/12/2001 $ 81 .12 $ 81 .18 $ 79.50 $ 80 .51 988,20011113/2001 $ 80.66 $ 83.93 $ 80.66 $ 83 .60 1,333,00 011/14/2001 $ 84.90 $ 87 .98 $ 84.51 $ 87 .98 3,032,30011/15/2001 $ 87.20 $ 87.75 $ 85.09 $ 85 .40 2,183,00011/16/2001 $ 85.90 $ 85 .99 $ 84.00 $ 84 .53 1,678,90011/19/2001 $ 84.67 $ 85.49 $ 83.82 $ 85 .35 1,202,00011/20/2001 $ 85.30 $ 86.50 $ 84.91 $ 85 .20 1,333,30011/2112001 $ 84.55 $ 85.09 $ 83.69 $ 84 .16 1,373,70011/23/2001 $ 84.86 $ 86.90 $ 84.86 $ 86 .39 541,30011/26/2001 $ 86.85 $ 87 .74 $ 86.50 $ 87 .70 1,312,40011/27/2001 $ 87.05 $ 87.70 $ 86.60 $ 87 .07 820,10011/28/2001 $ 86.60 $ 86.74 $ 85.30 $ 85 .47 1,248,10011/29/2001 $ 84.30 $ 85.58 $ 83.20 $ 85 .18 1,636,20011/3012001 $ 85.25 $ 86.40 $ 84.25 $ 85 .86 868,500

12/3/2001 $ 85.05 $ 85.18 $ 83.76 $ 83 .98 1,097,90012/4/2001 $ 84.45 $ 85.49 $ 84.02 $ 85 .28 1,143,60012/5/2001 $ 85 .50 $ 90.47 $ 85.50 $ 89 .42 2,304,90012/6/2001 $ 89.22 $ 90.69 $ 89.04 $ 89 .70 1,488,80012/7/2001 $ 89.00 $ 89.30 $ 86.65 $87.40 1,294,400

12/10/2001 $ 87.20 $ 87.87 $ 85.88 $ 86 .20 1,048,90012/11/2001 $ 86.20 $ 89.20 $ 85.75 $ 88 .43 1,444,50012/12/2001 $ 88.03 $ 88.63 $ 86.04 $ 86 .83 1,008,50012/13/2001 $ 86.58 $ 86.58 $ 84.85 $ 85 .30 1,103,600

Source : Bloomberg, L.P./NYSE Page 4 of 7

Exhibit B : Price and Trading Volume Information for Omnicom Commo nShares

Date Px Open Px High Px Low Px Last Px Volume12/14/2001 $ 85.55 $ 85.55 $ 83.15 $ 84 .39 853,60 012/17/2001 $ 83 .80 $ 86.80 $ 83.75 $ 85 .60 1,730,70 012/18/2001 $ 86.80 $ 87.14 $ 85.51 $86.77 1,217,30 012/19/2001 $ 86.55 $ 88.40 $ 85.73 $ 88 .07 1,234,00 012/20/2001 $ 87 .55 $ 88.26 $ 86.84 $ 87 .20 978,90012/21/2001 $ 87.21 $ 88.54 $ 86.52 $88.51 1,089,40012/24/2001 $ 88.20 $ 88.69 $ 88.10 $ 88 .30 274,80012/26/2001 $ 88.20 $ 89.20 $ 88.00 $ 88 .20 721,40012/27/2001 $ 88.21 $ 89.49 $ 88.05 $ 89 .48 1,018,80 012/28/2001 $ 89.95 $ 90.10 $ 89.25 $ 89 .77 536 ,00012/31/2001 $ 89.05 $ 90.01 $ 89.01 $ 89 .35 471,800

1/2/2002 $ 88.40 $ 90.11 $ 88.15 $ 90 .11 1,076,90 01/3/2002 $ 89.50 $ 90.49 $ 88.60 $ 88 .89 1,049,6001/4/2002 $ 89.50 $ 90.40 $ 88.52 $ 89 .03 1,483,3001/7/2002 $ 89.03 $ 90.13 $ 89.03 $89.45 726,0001/8/2002 $ 89.80 $ 92.00 $ 89.50 $ 90.19 1,224,9001/9/2002 $ 90.19 $ 91 .34 $ 88 .76 $ 90.43 1,869,300

1/1012002 $ 90.23 $ 90.30 $ 89.21 $ 89 .85 851,5001/11/2002 $ 89.86 $ 90.25 $ 88.85 $ 88.90 620,8001/14/2002 $ 88.91 $ 89.70 $ 87.88 $ 89.04 1,128,8001/15/2002 $ 89.24 $ 89.65 $ 88.20 $ 89 .02 1,448,0001/16/2002 $ 88.15 $ 88.50 $ 86.09 $ 86.47 1,369,4001/17/2002 $ 86.50 $ 87.95 $ 85.40 $87.72 1,005,9001/18/2002 $ 87.05 $ 87.24 $ 86.21 $ 87 .00 864,1001/22/2002 $ 88.35 $ 88.95 $ 87.10 $ 87 .42 1,047,5001/23/2002 $ 87.00 $ 87.23 $ 86.40 $ 86.55 612,5001/24/2002 $ 86.75 $ 88.50 $ 86 .73 $87 .89 627,9001/25/2002 $ 87.64 $ 87 .95 $ 86.99 $ 87 .71 746,3001/28/2002 $ 87.71 $ 88.70 $ 87 .50 $ 87.76 804,5001/29/2002 $ 88.01 $ 88.28 $ 85.92 $ 85 .95 1,066,8001/30/2002 $ 85.80 $ 86.70 $ 84.61 $ 85 .62 1,403,1001/31/2002 $ 85.95 $ 87.99 $ 85.61 $87.37 2,035,6002/1/2002 $ 87.38 $ 88.50 $ 86.14 $ 88 .39 1,361,6002/4/2002 $ 88.25 $ 88.26 $ 85.75 $ 86 .62 1,798,2002/5/2002 $ 86.62 $ 86.62 $ 84.26 $ 85 .10 2,039,9002/6/2002 $ 85.10 $ 86.11 $ 83.66 $ 85 .44 1,801,8002/7/2002 $ 85.05 $ 87.00 $ 84.77 $ 85 .66 1,123,1002/8/2002 $ 85.70 $ 86.50 $ 85.30 $ 86 .13 884,600

2/11/2002 $ 86.48 $ 87.20 $ 86.18 $87.04 655,2002/12/2002 $ 86.15 $ 86.42 $ 85.01 $85.37 1,459,0002/13/2002 $ 85.30 $ 88.00 $ 84.75 $ 87 .51 1,623,0002/14/2002 $ 87.98 $ 89.48 $ 87 .02 $ 88 .50 1,426,3002/15/2002 $ 88.60 $ 89.18 $ 86.95 $ 87 .18 1,396,3002/19/2002 $ 86.99 $ 87.44 $ 84.73 $ 86 .20 1,748,3002/20/2002 $ 87.25 $ 87.98 $ 86.22 $ 87 .80 1,426,9002/21/2002 $ 87.98 $ 88.20 $ 87 .10 $87.27 779,8002/22/2002 $ 87.06 $ 89.92 $ 86 .80 $ 89 .24 1,437,3002/25/2002 $ 89.35 $ 89.99 $ 88.90 $ 89 .79 1,445,7002/26/2002 $ 90.00 $ 92.25 $ 89.90 $92.05 1,878,3002/27/2002 $ 92.70 $ 94.20 $ 91 .68 $ 92 .18 2,366,3002/28/2002 $ 92.95 $ 94.76 $ 92 .66 $ 93 .54 2,293,700


Exhibit B: Price and Trading Volume Information for Omnicom CommonShares

Date Px Open Px High Px Low Px Last Px Volume3/1/2002 $ 93.95 $ 94.51 $ 91 .00 $ 94 .51 5,518,40 03/4/2002 $ 94.51 $ 97 .35 $ 93.90 $ 97 .21 1,952,30 03/5/2002 $ 97.22 $ 97 .22 $ 94.95 $ 95 .05 2,219,00 03/6/2002 $ 92.00 $ 94.28 $ 91 .75 $ 93 .05 2,847,60 03/7/2002 $ 93.95 $ 93.95 $ 90.84 $ 91 .33 2,046,40 03/8/2002 $ 92.10 $ 94.07 $ 91 .92 $ 93 .70 1,744,10 0

3/11/2002 $ 93.65 $ 94.29 $ 92.65 $ 93 .62 1,136,20 03/12/2002 $ 93.20 $ 94.45 $ 92.80 $ 93 .82 726,70 03/13/2002 $ 93.00 $ 93.19 $ 91 .55 $ 92 .70 958,30 03/14/2002 $ 92.30 $ 92.62 $ 91 .76 $ 92 .05 700,30 03/15/2002 $ 92.06 $ 94.20 $ 91 .55 $ 93 .77 1,274,80 03/18/2002 $ 93.70 $ 94.70 $ 93.37 $ 94 .53 1,011,1003/19/2002 $ 94.90 $ 96.48 $ 94.65 $ 96 .09 1,285,8003/20/2002 $ 95.20 $ 96.50 $ 95.03 $ 96 .35 1,122,8003/2112002 $ 96.00 $ 96.01 $ 94.06 $ 95 .22 1,198,8003/22/2002 $ 95.22 $ 95.59 $ 94.21 $ 95 .46 1,078,4003/25/2002 $ 95.46 $ 95.46 $ 93.35 $ 93 .44 671,7003/26/2002 $ 93.90 $ 94.40 $ 92.01 $ 92 .27 1,708,9003/27/2002 $ 93.00 $ 94.22 $ 92.55 $ 93 .94 1,047,4003/28/2002 $ 93.98 $ 94.90 $ 93.60 $ 94 .40 621,3004/1/2002 $ 93.40 $ 94.25 $ 93.07 $ 94 .07 595,2004/2/2002 $ 94.07 $ 94.07 $ 92.75 $ 93 .08 689,3004/3/2002 $ 93.40 $ 93.90 $ 92.00 $ 92 .60 1,154,6004/4/2002 $ 92.20 $ 92 .43 $ 91 .13 $ 91 .49 2,557,80 04/5/2002 $ 91 .55 $ 92 .89 $ 91 .55 $ 92 .06 1,320,9004/8/2002 $ 91 .00 $ 92 .72 $ 90.54 $ 92 .65 1,001,2004/9/2002 $ 92 .75 $ 94.06 $ 92.67 $ 93 .56 937,400

4/10/2002 $ 93.80 $ 94.89 $ 93.70 $ 94 .56 777,1004/11/2002 $ 94.51 $ 94 .72 $ 93.30 $ 93 .31 1,151,9004/12/2002 $ 93.31 $ 94 .29 $ 92.80 $ 94 .20 1,051,0004/15/2002 $ 93.70 $ 94 .60 $ 92.20 $ 92 .20 1,236,0004/16/2002 $ 92 .60 $ 94 .19 $ 92.53 $ 93 .80 1,111,9004/17/2002 $ 93.55 $ 93 .95 $ 93.22 $ 93 .52 645,0004/18/2002 $ 93.52 $ 94.17 $ 93.05 $ 93 .64 696,6004/19/2002 $ 94.00 $ 94.93 $ 93.80 $ 94 .80 1,553,6004/22/2002 $ 94.40 $ 94.45 $ 93.50 $ 94 .14 981,3004/23/2002 $ 94 .00 $ 94.92 $ 93.25 $ 93 .25 928,7004/24/2002 $ 93.25 $ 94.00 $ 92.80 $ 93 .00 655,4004/25/2002 $ 93 .00 $ 93.29 $ 92.00 $ 92 .89 1,186,8004/26/2002 $ 92.70 $ 92.71 $ 89.40 $ 89 .60 2,255,1004/29/2002 $ 89.85 $ 89.85 $ 87 .15 $ 87 .53 2,717,0004/30/2002 $ 87.58 $ 88.24 $ 85.15 $ 87 .24 3,951,200

5/1/2002 $ 87.70 $ 89.26 $ 87 .10 $88.99 2,579,0005/2/2002 $ 89.45 $ 89.49 $ 87 .57 $ 87 .80 1,524,5005/3/2002 $ 87.98 $ 88.00 $ 86.76 $ 87 .01 1,283,0005/6/2002 $ 87.10 $ 87.48 $ 84.20 $ 84 .39 1,651,3005/7/2002 $ 85.20 $ 86.15 $ 84 .66 $ 85 .40 1,648,7005/8/2002 $ 86.30 $ 88.18 $ 86.20 $ 88 .02 1,976,4005/9/2002 $ 88.02 $ 88.25 $ 86.75 $ 87 .84 1,458,800

5/10/2002 $ 88.00 $ 88.15 $ 86.05 $ 86 .34 877,3005/13/2002 $ 87.40 $ 87 .70 $ 86.26 $ 87 .50 879,100


Exhibit B : Price and Trading Volume Information for Omnicom CommonShares

Date Px Open Px High Px Low Px Last Px Volume5/14/2002 $ 88.35 $ 91 .10 $ 88.25 $ 90 .99 1,562,8005/15/2002 $ 90.05 $ 91 .96 $ 90.00 $ 91 .28 1,431,60 05/16/2002 $ 91 .29 $ 92 .20 $ 90.40 $ 90 .95 1,226,40 05/17/2002 $ 89.60 $ 90.40 $ 88.72 $ 89 .77 1,768,30 05/20/2002 $ 89.60 $ 89.60 $ 87.55 $ 88 .13 1,501,20 05/21/2002 $ 88.90 $ 88.95 $ 86.05 $ 86 .46 1,908,80 05/22/2002 $ 85.65 $ 86.94 $ 85.65 $ 86 .82 821,6005/23/2002 $ 87.80 $ 88.90 $ 87.32 $ 88 .82 1,346,1005/24/2002 $ 89.10 $ 91 .05 $ 88.76 $ 90 .15 1,280,5005128/2002 $ 90.65 $ 90.68 $ 88.76 $ 89 .00 916,7005/29/2002 $ 89.60 $ 90.20 $ 89.26 $ 89 .32 938,8005/30/2002 $ 87 .55 $ 89.32 $ 85.99 $86.34 2,272,1005131/2002 $ 85 .80 $ 86.98 $ 85.56 $ 86 .37 1,591,90 06/3/2002 $ 86 .37 $ 86.60 $ 83.39 $ 83 .41 1,808,50 06/4/2002 $ 83.40 $ 83.41 $ 81 .21 $82.00 3,108,8006/5/2002 $ 81 .75 $ 81 .80 $ 80.07 $ 80 .37 3,354,8006/6/2002 $ 79.90 $ 80.40 $ 74.65 $ 75 .52 6,620,7006/7/2002 $ 74.51 $ 75.45 $ 72.30 $ 72 .69 9,065,600

6/10/2002 $ 74.75 $ 79.75 $ 74.60 $ 77 .01 7,205,8006/11/2002 $ 79.25 $ 79.78 $ 77.26 $77.56 3,001,5006/12/2002 $ 71 .00 $ 72.49 $ 51 .51 $ 62 .28 31,260,9006/13/2002 $ 61 .10 $ 61 .11 $ 50.94 $ 54 .62 16,168,6006/14/2002 $ 54.00 $ 56.50 $ 51 .75 $ 55 .05 8,630,100

Source : Bloomberg, L .P./NYSE Page 7 of 7

EXHIBIT C

Exhibit CInstitutional Holdings on Omnicom Common Shares Reported on Form 13-F's filed with the SE C

Quarter End Date30-Jun-0231-Mar-0231 -Dec-0130-Sep-0130-Jun-0131-Mar-0131-Dec-00

Total 13F Institution Holdings151,000,933153, 598,448155,909,288150,096,471145,818,799150,009,229142,159,685

OmnicomTotal % Held Total # of 13F Institutions Shares Out

80.71% 410 187,100,00082.65% 478 185,850,00083.89% 459 185,849,00080.87% 418 185,607,00078.73% 420 185,221,000

81 .36% 411 184,373,00080,29% 402 177,060,000

Source : Thompson Financial ITR report/SEC 13-F filings

EXHIBIT 2


IN RE OMNICOM GROUP, INC .SECURITIES LITIGATION Docket No . 02-CV-4483 (RCC)

DECLARATION OF JEROME D . DAVIS IN SUPPORT OFLEAD PLAINTIFFS' REVISED MOTION FOR CLASS CERTIFICATION

I, Jerome D . Davis, pursuant to 28 U .S .C. § 1746, declare as follows :

1 . I am the Chairman of the New Orleans Employees Retirement System ("NORS"

or "the~Fund"). I respectfully submit this Declaration in support of the motion of NORS to have

(i) this action certified as a class action ; (ii) NORS certified as Class Representative ; and (iii) the

law firm of Bernstein Litowitz Berger & Grossmann LLP ("Bernstein Litowitz") appointed as

Class Counsel pursuant to Federal Rule of Civil Procedure 23(g) . I have personal knowledge of

the facts set forth in this Declaration .

2. NORS is a public pension fund organized for the benefit of active and retired

employees of the City of New Orleans . The Fund is located in New Orleans, Louisiana and, as

of June 30, 2005, has total assets exceeding $386 million under management . During the Class

Period, NORS purchased 8,700 shares of Omnicom Group, Inc . common stock and suffered a

substantial loss as a result of the securities law violations alleged in this Action . (See

accompanying declaration and certification of Jerome D . Davis, dated August 12, 2002 and

July 22, 2002, respectively, attached hereto as Exhibit A . )

3. In my capacity as Chairman of the Board of NORS, I supervise and monitor the

progress of this litigation and actively participate in its prosecution . For example, I :

(a) receive periodic status reports from Bernstein Litowitz on case

developments ;

(b) engage in regular discussions with Bernstein Litowitz concerning the

conduct of this litigation ;

(c) review all pleadings submitted in this matter ;

(d) review all briefs submitted in this matter ;

(e) coordinate NORS's efforts to identify and provide relevant document s

during the discovery process; and

(f) participate in hearings and court conferences in this matter, as appropriate .

4 . I understand that NORS owes a fiduciary duty to all members of the propose d

Class to provide fair and adequate representation, and to continue to work actively with Class

counsel to o :,itain the largest recovery for the proposed Class consistent with good faith and

meritorious advocacy. In view of our responsibilities, we retained Bernstein Litowitz to serve as

Lead Counsel because we believe that this law firm possesses the requisite expertise in

nationwide securities class action litigation and has sufficient legal and fiscal resources to

vigorously prosecute this action on behalf of all Class members .

It is my intention to continue to actively monitor and participate in the ongoin g

prosecution of this action and to take all necessary steps to ensure that NORS's fiduciar y

obligations ,!is Lead Plaintiff and Class Representative are fulfilled .

I declare under penalty of perjury that the foregoing is true and correct . Executed this

Ie day of july 2005.

jqz-)OME D. DAVIS

airman, Board of Trustee s.New Orleans Employees'Retirement System

167045

EXHIBIT A

IN RE OMNICOM GROUP, INCSECURITIES LITIGATION

JEROME DAVIS, pursuant to 28 U .S.C . § 1746, declares as follows:

I am the Chairman of the New Orleans Employees' Retirement System ("NORS "

or the "Fund") . I respectfully submit this declaration in support of the application of NORS to b e

appointed Lead Plaintiff in this Action pursuant to the Private Securities Litigation Reform Ac t

of 1995 ("PSLRA") . I am fully familiar with the facts set forth herein .

2. NORS is a public pension fund system organized for the benefit of the current an d

retired public employees of the City of New Orleans . The Fund is located in New Orleans ,

Louisiana and has total assets of approximately $330 million . As reflected in the accompanyin g

certification. NORS purchased a significant amount of OmniCom Group Inc .' s common stock

during the period from April 2 5 , 2000 to June 11 . 2002 ("Class Period") and suffered substantia l

losses as a result of the violations of the federal securities laws alleged in this action .

3 . As Chairman of NORS . I monitor outside litigation matters for the Fund .

As part of my responsibilities . I help supervise outside litigation counsel and participate i n

making decisions on behalf of the Fund . The Fund possesses the sophistication . expertise an d

resources to supervise this litigation and its counsel effectively having effectively served as lead

plaintiff in the Pediatrix Securities Litigation and having sought to serve as lead plaintiff in th e

Waste Management Securities Litigation. In the Pediatrix case we managed to supervise the case

from inception to settlement of $12 million on the verge of trial . As a result . I have significant

knowledge and experience in this area . NORS understands that it owes a fiduciary duty to all

members of the proposed Class to provide fair and adequate representation and to work activel \

with class counsel to obtain the largest recovery for the proposed Class consistent with good fait h

and meritorious advocacy .

4 . 1 am familiar with the provisions of the Reform Act and understand that Congres s

enacted the Reform Act to place responsibility for managing securities class actions in the hand s

of established institutional investors . such as NORS. I have educated myself about the enactmen t

of the Reform Act and the important role that institutional investors serve in improving th e

quality of representation in securities class actions .

5 . NORS will remain fully informed at all times concerning the status and progres s

of this Action, the strengths and weaknesses of this Action, and the prospects for settlement . As

Lead Plaintiff. NORS will consult with class counsel in advance with respect to each majo r

litigation event . such as important motions, settlement discussions, trial and trial preparation, and

shall have the authority and responsibility to direct counsel with respect to each of these events

after receiving the benefit of counsel's advice . To the extent necessary, either myself or othe r

representatives of NORS will also attend major hearings and trial .

6 . 1 have met with representatives from various firms that handle these types of case s

and have been solicited by numerous law firms that practice in this area . After due consideration ,

NORS selected the law firm of Bernstein Litowitz Berger K. Grossmann LLP ("Bernstei n

Litowitz") to represent it in this Action . and respectfully requests that the Court approve NORS '

choice of counsel to serve as lead counsel .

7 . As Lead Plaintiff in this Action . NORS will work diligently to maximize th e

recovery for the Class . NORS has also taken steps to ensure . if it is appointed as Lead Plaintiff,

that the attorneys' fees to be paid out of the recover' will be fair and reasonable under the

circumstances and substantially less than percentages typically awarded in cases of this type .

NOBS has already negotiated a fee agreement with our proposed Lead Counsel that provides fo r

varying percentages depending on the stage of the proceeding . NORS is prepared to disclose the

fee agreement to the Court in camera should the Court so request .

I declare under penalty of perjury that the foregoing is true and correct. Executed this/' day of

August, 2002.

.~Z.Dated-A Jerome Davis

Chairman, Board of TrusteesNEW ORLEANS EMPLOYEES'RETIREMENT SYSTEM

59621 .1

CERTIFICATIO N

Jerome Davis, Chairman of the New Orleans Employees' Retirement System ("NOBS")

declares , as to the, claims asserted under the federal securities laws, that :

He has reviewed a complaint filed in this matter .

2 . NORS did not purchase the securities that are the subject of this action at the direction ofits counsel or to participate in this private action .

3 . NORS is willing to serve as a Lead Plaintiff and class representative on behalf of theClass, including providing testimony at deposition and trial, if necessary . NORS fully understands all ofits duties and responsibilities as a Lead Plaintiff under the Private Securities Litigation Reform Actincluding its duties as to the selection of counsel and overseeing the prosecution of the action for theclass .

4 . NORS' transactions in Omnicom Group, Inc . securities that are the subject of this actionare in the chart attached hereto .

5 . NORS initially sought to serve as a representative party for a class in the following actionfiled under the federal securities law during the three years preceding the date of this Certification butwas not appointed in favor of other investors with far more significant losses :

TV,ste ,Vanagemeni Securities Litigatio n

6. NORS will not accept any payment for serving as a representative party on behalf of theclass beyond its pro rata share of any recovery, except such reasonable costs and expenses (including lostwages) relating to the representation of the class as ordered or approved by the court .

I declare under penalty of perjury that the foregoing is true and correct. Executed this-2, day ofJuly 2002

----~Jei*ome DavisChairmanNEW ORLEANS EMPLOYEES'RETIREMENT SYSTEM

59173 .

New Orleans RetirementOmnicom Group (ODIC )

Class Period: 4/225/00-6/ 11/02

Transaction Date

Buy 03/0610 1

Buy 01/11/02

Buy, o3/06/02Sate 06119102

Amount Price ter share

4,900 S90.37S G2,000 $90.85001,500 892.8 .>5 3

-8,700 S5~? .8798

EXHIBIT 3

RIBS I LI ` I. ` BE E . GROSS ANN LLPATTORNEYS AT LAW

NEW YORK a CALIFORNIA @ NEW JERSEY a LOUISIAN A

FIRM RESUME

Visit our web site at www .blbglaw .com for the most up-to-date information on the firm, its lawyers and practice groups .

Bernstein Litowitz Berger & Grossmann LLP, a firm of over 40 attorneys in offices

located in New York, California, New Jersey and Louisiana, prosecutes class and private actions,

nationwide, on behalf of individual and institutional clients . The firm's litigation practice

concentrates in the areas of securities class actions in federal and state courts ; corporate

governance litigation, including claims for breach of fiduciary duty and proxy violations ;

antitrust; prosecuting violations of federal and state anti-discrimination laws and vindication of

employee rights ; and consumer class actions . We also handle, on behalf of major institutional

clients and lenders, more general complex commercial litigation involving allegations of breach

of contract, accountants' liability, breach of fiduciary duty, fraud and negligence .

We are the nation's leading firm in representing institutional investors in securities frau d

class action litigation . The firm's institutional client base includes the New York State Common

Retirement Fund, the California Public Employees Retirement System (Ca1PERS), and the New

York City Pension Funds , the largest public pension funds in the United States, collectively

managing over $300 billion in assets ; the Los Angeles County Employees' Retirement

Association (LACERA) ; the Chicago Municipal , Police and Labor Retirement Systems ; the State

of Wisconsin Investment Board ; the Retirement Systems of Alabama ; the Connecticut

Retirement Plans and Trust Funds ; the City of Detroit Pension Systems ; the Houston

Firefighters' and Municipal Employees ' Pension Funds ; the Louisiana School, State , Teachers

and Municipal Police Retirement Systems ; the Public School Teachers ' Pension and Retirement

1285 AVENUE OF THE AMERICAS e NEW YORK e NY 10019-6028TELEPHONE : 212-554-1400 - www.t----,-Ia-,v.com - FACSIMILE : 212-554-1444

f i ' ilti Z i tI1 TZ II ' c cx GROSSMANN LL P

Fund of Chicago; the New Jersey Division of Investment of the Department of the Treasury ;

TIAA-CREF and other private institutions ; as well as numerous other public and Taft-Ha rtley

pension entities .

Since its founding in 1983, Bernstein Litowitz Berger & Grossmann LLP has litigate d

some of the most complex cases in history . Unique among its peers, the firm has obtained th e

five largest securities recoveries in history .

We are currently Co-Lead Counsel for the Class representing Lead Plaintiff the New

York State Common Retirement Fund in In re WorldCom, Inc. Securities Litigation, arising from

the financial fraud and subsequent bankruptcy at WorldCom, Inc., now the largest securities

fraud action in history. Settlements with the investment bank defendants who underwrot e

WorldCom bonds total more than $6 billion , by far the largest securities recovery in history .

Additionally, all of the former WorldCom Director Defendants agreed to pay over $60 million t o

settle the claims against them . An unprecedented first for outside directors, $24 .75 million of

that amount is coming out of the pockets of the individuals - 20% of their collective net worth .

Also, after four weeks of trial, Arthur Andersen, WorldCom's former auditor and the sol e

remaining defendant in this case, settled for $65 million .

The firm was also Co-Lead Counsel in In re Cendant Corporation Securities Litigation ,

which settled for more than $3 billion in cash . This settlement is the largest ever recovered from

a public company and a public accounting firm and includes some of the most significant

corporate governance changes ever achieved through securities class action litigation . The firm

represented Lead Plaintiffs Ca1PERS, the New York State Common Retirement Fund, and the

New York City Pension Funds on behalf of all purchasers of Cendant securities during the clas s

period .

2

BERNSTEI N ? ITOWITZ BERGER & GROSSMANN LL P

In January 2005, the firm announced the $960 million settlement of In re McKesso n

HBOC Inc. Securities Litigation . Additionally, the firm was lead counsel in the celebrated In re

Washington Public Power Supply System Litigation , which, after seven years of litigation an d

three months of jury trial, resulted in what was then the largest securities fraud settlement ever -

over $750 million.

In 2003, the firm, as Co-Lead Counsel representing numerous public pension fund an d

institutional investor Lead Plaintiffs, obtained two more of the largest securities settlements in

history. A settlement package composed of cash, stock and warrants currently valued at greate r

than $600 million resolved the In re Lucent Technologies, Inc . Securities Litigation, and

DaimlerChrysler agreed to pay $300 million to settle the In re DaimlerChrysler Securities

Litigation .

The firm's prosecution of Arthur Andersen LLP, for Andersen' s role in the 1999 collaps e

of the Baptist Foundation of Arizona ("BFA"), received intense national and international medi a

attention. As lead trial counsel for the defrauded BFA investors, the firm obtained a cas h

settlement of $217 million from Andersen in May 2002, after six days of what was scheduled t o

be a three month trial . In combination with prospective BFA asset sales and a settlement with

BFA's former law firm, it is expected that the over 11,000 retirees and investors will recove r

over 70% of their losses . The case was covered in great detail by The Wall Street Journal, The

New York Times, The Washington Post, 60 Minutes II, National Public Radio and the BBC as

well as various other international news outlets .

Equally important, Bernstein Litowitz Berger & Grossmann LLP has successfull y

advanced novel and socially beneficial principles by developing important new law in the area s

in which we litigate .

BERNSTEIN I-ITOWIsZ BERGER & GROSSMAN N' L L P

The firm served as co-lead counsel on behalf of Texaco's African-American employees

in Roberts v. Texaco Inc ., which similarly resulted in the largest settlement ever in a race

discrimination case . The creation of a Task Force to oversee Texaco's human resources

activities for five years was unprecedented and will, undoubtedly, serve as a model for public

companies into the next century .

On behalf of twelve public pension funds, including the New York State Common

Retirement Fund, Ca1PERS, LACERA and other institutional investors, the firm successfull y

prosecuted McCall v. Scott, a derivative suit filed against the directors and officers of

Columbia/HCA Healthcare Corporation, the subject of the largest health care fraud investigation

in history. This settlement, announced in February 2003, included a landmark corporate

governance plan which went well beyond all recently enacted regulatory reforms, greatly

enhancing the corporate governance structure in place at HCA .

In the consumer field, the firm has gained a nationwide reputation for vigorously

protecting the rights of individuals and for achieving exceptional settlements . In several

instances, the firm has obtained recoveries for consumer classes that represented the entirety of

the class' losses - an extraordinary result in consumer class cases . Additionally, the firm has

become a leader in the area of Internet Privacy and is counsel in several of the seminal cases that

have been brought on behalf of Internet users whose personal information is being intercepted

and sent to Web-based companies .

Our firm is dedicated to litigating with the highest level of professional competence,

striving to secure the maximum possible recovery for our clients in the most efficient and

professionally responsible manner . In those cases where we have served as either lead counse l

4

BERNSTEIN LI a OWITE BERGER & GROSSMAN N

or as a member of plaintiffs' executive committee, the firm has recovered billions of dollars for

our clients .

THE FIRM'S PRACTICE AREA S

Securities Fraud Litigatio n

Securities fraud litigation is the cornerstone of the firm's class action litigation practice .

Since its founding, the firm has tried and settled many high profile securities fraud class action s

and continues to play a leading role in major securities litigation pending in federal and stat e

courts . Moreover, since passage of the Private Securities Litigation Reform Act of 1995, which

sought to encourage institutional investors to become more pro-active in securities fraud clas s

action litigation, the firm has become the nation's leader in representing institutional investors in

securities fraud and derivative litigation .

The firm has the distinction of having prosecuted many of the most complex and high-

profile cases in securities law history, recovering billions of dollars and obtaining unprecedented

corporate governance reforms on behalf of our clients . Several of the firm's high-profile current

prosecutions and outstanding accomplishments as class counsel are detailed in our Recen t

Actions and Significant Recoveries section beginning on page 14 .

The attorneys in the securities fraud litigation practice group have extensive experience i n

the laws that regulate the securities markets and in the disclosure requirements of corporation s

that issue publicly traded securities . Many of the attorneys in this practice group also have

accounting backgrounds and one is a certified public accountants. The group has access to state-

of-the-art, online financial wire services and databases, which enable them to instantaneously

BERMS T SIN LI 1 O ITZ BERGER & GROSSMANN LL P

investigate any potential securities fraud action involving a public company's debt and equit y

securities .

Corporate Governance and Shareholders' Rights

The corporate governance and shareholders' rights practice group prosecutes derivativ e

actions, claims for breach of fiduciary duty and proxy violations on behalf of individual and

institutional investors in state and federal courts throughout the country . The group has

prosecuted actions challenging numerous highly publicized corporate transactions which violate d

fair process and fair price, and the applicability of the business judgment rule . The group has

also addressed issues of corporate waste, shareholder voting rights claims, and executiv e

compensation . As a result of the firm's high profile and widely recognized capabilities, th e

corporate governance practice group is increasingly in demand by institutional investors who are

exercising a more assertive voice with corporate boards regarding corporate governance issues

and the board's accountability to shareholders . A major component of the Cendant settlement

referenced above is Cendant's agreement to adopt the most extensive corporate governanc e

changes in history .

Employment Discrimination and Civil Rights

The employment discrimination and civil rights practice group prosecutes class and mult i

plaintiff actions, and other high impact litigation against employers and other societal institution s

that violate federal or state employment, anti-discrimination and civil rights laws . The practice

group represents diverse clients on a wide range of issues including Title VII actions, race ,

gender, sexual orientation and age discrimination suits, sexual harassment and "glass ceiling"

6

BERNS " EIN .ITOWITZ BERGER & GROSSMANN LL P

cases in which otherwise qualified employees are passed over for promotions to managerial o r

executive positions .

Bernstein Litowitz Berger & Grossmann LLP is committed to effecting positive socia l

change in the workplace and in society . The practice group has the necessary financial and

human resources to ensure that the class action approach to discrimination and civil rights issue s

is successful. This litigation method serves to empower employees and other civil rights victims ,

who are usually discouraged from pursuing litigation because of personal financial limitations ,

and offers the potential for effecting the greatest positive change for the greatest number o f

people affected by discriminatory practice in the workplace . As stated, the firm's practice group

recently settled the Texaco Inc . racial discrimination lawsuit for $176 million, the largest

settlement in the history of employment discrimination cases .

Consumer Advocacy

The consumer advocacy practice group at Bernstein Litowitz Berger & Grossmann LL P

prosecutes cases across the entire spectrum of consumer rights, consumer fraud and consume r

protection issues. The firm represents victimized consumers in state and federal courts

nationwide in individual and class action lawsuits that seek to provide consumers and purchaser s

of defective products with a means to recover their damages . The attorneys in this group are

well versed in the vast array of laws and regulations that govern consumer interests and ar e

aggressive, effective, court-tested litigators . The consumer practice advocacy group has

recovered hundreds of millions of dollars for millions of consumers throughout the country .

Most notably, in a number of cases, the firm has obtained recoveries for the class that were th e

7

BERN?STEIN L I T OWITZ BERGER & GROSSMANN LL P

entirety of the potential damages suffered by the consumer . For example, in recent actions

against MCI and Empire Blue Cross, the firm recovered all of the damages suffered by the class .

The group has achieved its successes by advancing innovative claims and theories o f

liabilities, such as obtaining recent decisions in Pennsylvania and Illinois appellate courts that

adopted a new theory of consumer damages in mass marketing cases . Bernstein Litowitz Berger

& Grossmann LLP is, thus, able to lead the way in protecting the rights of consumers . For

example, the firm has recently become a recognized leader in the new area of Internet privacy,

where it is prosecuting several seminal cases on behalf of Web users whose personal information

has been unwittingly intercepted and sent to Internet companies in violation of federal statutes

and state law.

THE COURTS SPEAK

Throughout the firm's history, many courts have recognized the professional competenc e

and diligence of the firm and its members . A few examples are set forth below .

Judge Denise Cote (United States District Court for the Southern District of New York) ,

has noted, several times on the record, the quality of BLB&G's ongoing representation of the

Class in In re WorldCom, Inc. Securities Litigation . Judge Cote on December 16, 2003 :

"I have the utmost confidence in plaintiffs' counsel . . . they have been

doing a superb job . . . . The Class is extraordinarily well represented in

this litigation . "

More recently, in granting final approval of the $2 .575 billion settlement obtained from the

Citigroup Defendants, Judge Cote again praised BLB&G's efforts :

"The magnitude of this settlement is attributable in significant part to Lead

Counsel's advocacy and energy . . . .The quality of the representation given

by Lead Counsel . . .has been superb . . . and is unsurpassed in this Court's

experience with plaintiffs' counsel in securities litigation . Lead Counsel

has been energetic and creative . . . . Its negotiations with the Citigroup

Defendants have resulted in a settlement of historic proportions . "

8

BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P

In granting the Court's approval of the resolution and prosecution of in McCall v. Scott, a

shareholder derivative lawsuit against certain former senior executives of HCA Healthcare

(formerly Columbia/HCA), Senior Judge Thomas A . Higgins (United States District Court,

Middle District of Tennessee) said that the settlement "confers an exceptional benefit upon the

company and the shareholders by way of the corporate governance plan . . . . Counsel's excellent

qualifications and reputations are well documented in the record, and they have litigated this

complex case adeptly and tenaciously throughout the six years it has been pending . They

assumed an enormous risk and have shown great patience by taking this case on a contingent

basis, and despite an early setback they have persevered and brought about not only a large cash

settlement but sweeping corporate reforms that may be invaluable to the beneficiaries . "

Judge Walls (District of New Jersey), in approving the $3 .2 billion Cendant settlement,

said that the recovery from all defendants, which represents a 37% recovery to the Class, "far

exceeds recovery rates of any case cited by the parties ." The Court also held that the $335

million separate recovery from E&Y is "large" when "[v]iewed in light of recoveries against

accounting firms for securities damages ." In granting Lead Counsel's fee request, the Court

determined that "there is no other catalyst for the present settlement than the work of Lead

Counsel . . . . This Court, and no other judicial officer, has maintained direct supervision over the

parties from the outset of litigation to the present time . In addition to necessary motion practice,

the parties regularly met with and reported to the Court every five or six weeks during this period

about the status of negotiations between them . . . . [T]he Court has no reason to attribute a

portion of the Cendant settlement to others' efforts ; Lead Counsel were the only relevant

material factors for the settlement they directly negotiated ." The Court found that "[t]he quality

of result, measured by the size of settlement, is very high . . . . The Cendant settlement amount

alone is over three times larger than the next largest recovery achieved to date in a class action

case for violations of the securities laws, and approximately ten times greater than any recovery

in a class action case involving fraudulent financial statements . . . . The E&Y settlement is the

largest amount ever paid by an accounting firm in a securities class action ." The Court went on

to observe that "the standing, experience and expertise of the counsel, the skill and

professionalism with which counsel prosecuted the case and the performance and quality of

opposing counsel were high in this action . Lead Counsel are experienced securities litigators who

ably prosecuted the action ." The Court concluded that this Action resulted in "excellen t

9


settlements of uncommon amount engineered by highly skilled counsel with reasonable cost to

the class ."

In February 2005, at the conclusion of trial of In re Clarent Corporation Securities

Litigation, The Honorable Charles R . Breyer of the United States District Court for the Northern

District of California praised the efforts of counsel : "It was the best tried case I've witnessed in

my years on the bench . . . .[A]n extraordinarily civilized way of presenting the issues to you [the

jury] . . . .We've all been treated to great civility and the highest professional ethics in the

presentation of the case . . . . The evidence was carefully presented to you . . . .They got dry subject

matter and made it interesting . . . [brought] the material alive . . . good trial lawyers can do that . . . .

I've had fascinating criminal trials that were far less interesting than this case . [I]t's a great thing

to be able to see another aspect of life . . . It keeps you young . . . vibrant . . . [and] involved in

things . . . These trial lawyers are some of the best I've ever seen . "

After approving the settlement in Alexander v. Pennzoil Company, the Honorable

Vanessa D . Gilmore of the United States District Court for the Southern District of Texas ende d

the settlement hearing by praising our firm for the quality of the settlement and our commitment

to effectuating change in the workplace. " . . . the lawyers for the plaintiffs . . . did a tremendous,

tremendous job . . . . not only in the monetary result obtained, but the substantial and very

innovative programmatic relief that the plaintiffs have obtained in this case . . . treating people

fairly and with respect can only inure to the benefit of everybody concerned. I think all these

lawyers did an outstanding job trying to make sure that that's the kind of thing that this case left

behind."

On February 23, 2001, the United States District Court for the Northern District of

California granted final approval of the $259 million cash settlement in In re 3Com Securities

Litigation, the largest settlement of a securities class action in the Ninth Circuit since the Private

Securities Litigation Reform Act was passed in 1995, and the fourth largest recovery ever

obtained in a securities class action . The district court, in an Order entered on March 9, 2001 ,

specifically commented on the quality of counsel's efforts and the settlement, holding that

"counsel's representation [of the class] was excellent, and . . . the results they achieved were

substantial and extraordinary ." The Court described our firm as "among the most experienced

and well qualified in this country in [securities fraud] litigation . "

10


United States District Judge Todd J . Campbell of the Middle District of Tennessee hear d

arguments on Plaintiffs' Motion for Preliminary Injunction in Cason v. Nissan Motor Acceptance

Corporation Litigation, the highly publicized discriminatory lending class action, on September

5, 2001 . He exhibited his own brand of candor in commenting on the excellent work of counsel

in this matter : "In fact, the lawyering in this case . . . is as good as I've seen in any case . So y'al l

are to be commended for that . "

In approving the $30 million settlement in the Assisted Living Concepts, Inc . Securities

Litigation, the Honorable Ann L . Aiken of the Federal District Court in Oregon, praised the

recovery and the work of counsel . She stated that, " . . .without a doubt . . .this is a . . .tremendous

result as a result of very fine work . . .by the . . .attorneys in this case . "

The Honorable Judge Edward A . Infante of the United States District Court for the

Northern District of California expressed high praise for the settlement and the expertise of

plaintiffs' counsel when he approved the final settlement in the Wright v. MCI Communications

Corporation consumer class action. "The settlement . . . . is a very favorable settlement to the

class . . . . to get an 85% result was extraordinary, and plaintiffs' counsel should be complimented

for it on this record . . . . The recommendations of experienced counsel weigh heavily on the

court. The lawyers before me are specialists in class action litigation . They're well known to

me, particularly Mr. Berger, and I have confidence that if Mr . Berger and the other plaintiffs'

counsel think this is a good, well-negotiated settlement, I find it is ." The case was settled for

$14.5 million .

At the recent In re Computron Software, Inc. Securities Litigation settlement hearing ,

Judge Alfred J . Lechner, Jr . of the United States District Court for the District of New Jersey

approved the final settlement and commended Bernstein Litowitz Berger & Grossmann's efforts

on behalf of the Class . "I think the job that was done here was simply outstanding. I think all of

you just did a superlative job and I'm appreciat[ive] not only for myself, but the court system and

the plaintiffs themselves. The class should be very, very pleased with the way this turned out,

how expeditiously it's been moved ." In In re Computron Software, Inc . Securities Litigation

was a securities fraud class action filed on behalf of shareholders who purchased Computron

I1

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLB'

common stock at inflated prices due to alleged misrepresentation about the company's financial

obligation . The case settled for $15 million dollars .

* * *

The In re Louisiana-Pacific Corporation Securities Litigation , filed in the United State s

District Court, District of Oregon, was a securities class action alleging fraud an d

misrepresentations in connection with the sale of defective building materials . Our firm,

together with co-lead counsel, negotiated a settlement of $65 .1 million, the largest securities

fraud settlement in Oregon history, which was approved by Judge Robert Jones on February 12,

1997 . The Court there recognized that " . . . the work that is involved in this case could only be

accomplished through the unique talents of plaintiffs' lawyers . . . which involved a talent that is

not just simply available in the mainstream of litigators . "

Judge Kimba M. Wood of the United States District Court for the Southern District o f

New York, who presided over the six-week securities fraud class action jury trial in In re

ICN/Viratek Securities Litigation , also recently praised our firm for the quality of th e

representation afforded to the class and the skill and expertise demonstrated throughout the

litigation and trial especially . The Court commented that " . . . plaintiffs' counsel did a superb

job here on behalf of the class . . . This was a very hard fought case . You had very able, superb

opponents, and they put you to your task. . . The trial work was beautifully done and I believe

very efficiently done . . . "

Similarly, the Court in the In re Prudential-Bache Energy income Partnership Securities

Litigation, United States District Court, Eastern District of Louisiana, recognized Bernstein

Litowitz Berger & Grossmann LLP's " . . . professional standing among its peers ." In that case,

which was settled for $120 million, our firm served as Chair of Plaintiffs' Executive Committee .

In the landmark securities fraud case, In re Washington Public Power Supply Syste m

Litigation (United States District Court, District of Arizona), the district court called the quality

of representation "exceptional," noting that "[t]his was a case of overwhelmingly uniqu e

proportions . . . a rare and exceptional case involving extraordinary services on behalf of Class

plaintiffs ." The Court also observed that "[a] number of attorneys dedicated significant portions

of their professional careers to this litigation . . . . champion[ing] the cause of Class members in

12

BE tNS i EIN s ITOWI T Z BERGER « GROSSMANN LL P

the face of commanding and vastly outnumbering opposition . . . [and] in the face of uncertain

victory . . . . [T]hey succeeded admirably ."

Likewise, in In re Electro-Catheter Securities Litigation, where our firm served as co-

lead counsel, Judge Nicholas Politan of the United States District Court for New Jersey said :

Counsel in this case are highly competent, veryskilled in this very specialized area and were at alltimes during the course of the litigation . . . alwayswell prepared, well spoken, and knew their stuff andthey were a credit to their profession . They are thetop of the line .

In our ongoing prosecution of the In re Bennett Funding Group Securities Litigation, the

largest "Ponzi scheme" fraud in history, partial settlements totaling over $140 million have been

negotiated for the class . While the action continues to be prosecuted against other defendants,

the United States District Court for the Southern District of New York has already found our

firm to have been "extremely competent" and of "great skill" in representing the class .

Judge Sarokin of the United States District Court for the District of New Jersey, afte r

approving the $30 million settlement in In re First Fidelity Bancorporation Securities Litigation,

a case in which were lead counsel, praised the ". . . outstanding competence and performance" of

the plaintiffs' counsel and expressed "admiration" for our work in the case .

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BERNST EIN LI TOWITZ BERGER & GROSSMANN LL P

RECENT ACTIONS & SIGNIFICANT RECOVERIE S

Currently, Bernstein Litowitz Berger & Grossmann LLP is counsel in many divers e

nationwide class and individual actions and has obtained many of the largest and most significant

recoveries in history . Some examples from our practice groups include:

Securities Class Actions

In re WorldCom, Inc. Securities Litigation -- (United States District Court for theSouthern District of New York) The largest securities fraud class action in history . The

court appointed BLB&G client the New York State Common Retirement Fund asLead Plaintiff and the firm as Lead Counsel for the class in this securities fraud actionarising from the financial fraud and subsequent bankruptcy at WorldCom, Inc . Thecomplaints in this litigation allege that WorldCom and others disseminated false andmisleading statements to the investing public regarding its earnings and financialcondition in violation of the federal securities and other laws. As a result, investors

suffered tens of billions of dollars in losses. The Complaint further alleges a nefariousrelationship between Citigroup subsidiary Salomon Smith Barney and WorldCom,carried out primarily by Salomon employees involved in providing investment bankingservices to WorldCom (most notably, Jack Grubman, Salomon's star telecommunicationsanalyst), and by WorldCom's former CEO and CFO, Bernard J . Ebbers and Scott

Sullivan, respectively . On November 5, 2004, the Court granted final approval of the

$2 .575 billion cash settlement to settle all claims against the Citigroup defendants . Inmid-March 2005, on the eve of trial, the 13 remaining "underwriter defendants,"including J .P . Morgan Chase, Deutsche Bank and Bank of America, agreed to pay

settlements totaling nearly $3 .5 billion to resolve all claims against them, bringing thetotal over $6 billion . Additionally, by March 21, 2005, the day before trial wasscheduled to begin, all of the former WorldCom Director Defendants had agreed to payover $60 million to settle the claims against them . An unprecedented first for outside

directors, $24 .75 million of that amount is coming out of the pockets of the individuals -

20% of their collective net worth . The case generated headlines across the country - andacross the globe - and is changing the way Wall Street does business . In the words ofLynn Turner, a former SEC chief accountant, the settlement sent a message to directors"that their own personal wealth is at risk if they're not diligent in their jobs ." After fourweeks of trial, Arthur Andersen, WorldCom's former auditor and the sole remainingdefendant in this case, settled for $65 million .

In re Cendant Corporation Securities Litigation -- (United States District Court, Districtof New Jersey) Securities class action filed against Cendant Corporation, its officers anddirectors and Ernst & Young, its auditors . Cendant settled the action for $2 .8 billion and

Ernst & Young settled for $335 million . The settlements are the second largest in history

in a securities fraud action . Plaintiffs allege that the company disseminated materiallyfalse and misleading financial statements concerning CUC's revenues, earnings andexpenses for its 1997 fiscal year . As a result of company-wide accounting irregularities,Cendant has restated its financial results for its 1995, 1996 and 1997 fiscal years and all

fiscal quarters therein . The firm represents Lead Plaintiffs Ca1PERS - the Californi a

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BERNSTEiN LI T OWITZ BERGER & GROSSMANN L I

Public Employees Retirement System , the New York State Common RetirementFund and the New York City Pension Funds , the three largest public pension funds inAmerica, in this action .

Baptist Foundation ofArizona v. Arthur Andersen, LLP -- (Superior Court of the Stateof Arizona in and for the County of Maricopa) Firm client, the Baptist Foundation ofArizona Liquidation Trust ("BFA") filed a lawsuit charging its former auditors, the"Big Five" accounting firm of Arthur Andersen LLP, with negligence in conducting itsannual audits of BFA's financial statements for a 15-year period beginning in 1984, andculminating in BFA's bankruptcy in late 1999 . Investors lost hundreds of millions ofdollars as a result of BFA's demise . The lawsuit alleges that Andersen ignored evidenceof corruption and mismanagement by BFA's former senior management team and failedto investigate suspicious transactions related to the mismanagement . These oversights ofaccounting work, which were improper under generally accepted accounting principles,allowed BFA's undisclosed losses to escalate to hundreds of million of dollars, andultimately resulted in its demise . On May 6, 2002, after one week of trial, Andersenagreed to pay $217 million to settle the litigation . The court approved the settlement onSeptember 13, 2002 and, ultimately, investors are expected to recover 70% of theirlosses .

HealthSouth Corporation Bondholder Litigation -- (United States District Court for theNorthern District of Alabama {Southern Division}) On March 19, 2003, the investmentcommunity was stunned by the charges filed by the Securities and Exchange Commissionagainst Birmingham, Alabama based HealthSouth Corporation and its former Chairmanand Chief Executive Officer, Richard M . Scrushy, alleging a "massive accounting fraud."Stephen M . Cutler, the SEC's Director of Enforcement, said "HealthSouth's frau drepresents an appalling betrayal of investors ." According to the SEC, HealthSouthoverstated its earnings by at least $1 .4 billion since 1999 at the direction of Mr . Scrushy .Subsequent revelations have disclosed that the overstatement actually exceeded over $2 .4billion, virtually wiping out all of HealthSouth's reported profits for the last five years . Anumber of executives at HealthSouth, including its most senior accounting officers --including every chief financial officer in HealthSouth's history -- have pleaded guilty tocriminal fraud charges . In the wake of these disclosures, numerous securities class actionlawsuits have been filed against HealthSouth and certain individual defendants . On June24, 2003, the Honorable Karon O . Bowdre of the District Court appointed theRetirement Systems of Alabama to serve as Lead Plaintiff on behalf of a class of allpurchasers of HealthSouth bonds who suffered a loss as a result of the fraud . JudgeBowdre appointed BLB&G to serve as Co-Lead Counsel for the bondholder class .During the period of the fraud, HealthSouth issued over $3 billion of bonds to theunsuspecting investment community .

In re Legato Systems, Inc. Securities Litigation -- (United States District Court for theNorthern District of California {San Jose}) This securities fraud class action alleges thatLegato Systems, Inc . and certain of its officers overstated the Company's fiscal 1999financial results . The resultant need for a restatement of the company's financial reportscaused by improper accounting practices led to a loss in the value of the stock and theplaintiff class of shareholders seek recovery of said losses . In April 2002, Legato agreedto settle the case for $85 million and the Court granted final approval of the settlement o n

15


July 31, 2002. The firm represents the Policemen and Firemen Retirement System ofthe City of Detroit as Lead Plaintiff in the action .

In re Bristol-Myers Squibb Securities Litigation -- (United States District Court for the

Southern District of New York) Securities fraud class action filed on behalf of purchasers

of Bristol-Myers Squibb's securities . On July 30, 2004, the Court preliminarily approved

a settlement of this action, which includes Bristol-Myers' agreement to pay $300 million

cash to the class. This litigation pertains to the Company's statements about the strength

of Bristol-Myer's sales and the Company's investment in ImClone, the developer of

Erbitux. In March 2003, Bristol-Myers Squibb announced a restatement of its earnings

for years 1999, 2000, 2001 and 2002, reducing sales revenues for the period by more than

$2 billion . The Company also announced that it would write-down $367 million of its

investment in ImClone . The firm, as Co-Lead Counsel, represents Co-Lead Plaintiffs the

Teachers ' Retirement System of Louisiana and the General Retirement System of

the City of Detroit in this action .

Independent Energy Holdings Litigation -- (United States District Court for theSouthern District of New York) Securities fraud class action against Independent EnergyHoldings PLC filed on behalf of all persons or entities who, from February 14, 2000through September 8, 2000 (the "Class Period") : (1) purchased or acquired IndependentEnergy American Depository Shares ("depository shares") that were issued in asecondary offering pursuant to the Registration Statement and Prospectus filed with theSEC on form F-3 that was declared effective on March 28, 2000 ; (2) otherwise purchasedor acquired those depository shares ; (3) if residing in the United States or its territories,purchased or acquired ordinary shares of Independent Energy ; (4) or any combination

thereof. The Complaint alleges that the registration statement and prospectus for theSecondary Offering, declared effective on or about March 28, 2000 failed to disclose aninvestigation of the Company by the Office of Gas and Electricity Markets ("OFGEM"),an energy regulator in the United Kingdom, and contained materially false andmisleading facts and omitted certain material facts relating to the Company's billing andcustomer service problems as well as problems relating to it's third party serviceprovider . The Complaint also alleges that various other statements prior and subsequentto the Registration Statement which are attributable to certain of the Defendants werealso materially false and misleading for many of the same reasons . In May 2002, theCourt certified the Class . BLB&G, Court-appointed Lead Counsel for the Class,represents the Court-appointed Lead Plaintiffs and Class Representatives in this action .On September 26, 2003, the Court granted final approval of two settlements totaling $48

million .

In re DaimlerChrysler Securities Litigation -- (United States District Court for theDistrict of Delaware) A securities class action filed against defendants DaimlerChryslerAG, Daimler-Benz AG and two of DaimlerChrysler's top executives, charging thatDefendants acted in bad faith and misrepresented the nature of the 1998 merger betweenDaimler-Benz AG and the Chrysler Corporation. According to plaintiffs, defendantsframed the transaction as a "merger of equals," rather than an acquisition, in order toavoid paying an "acquisition premium." Plaintiffs' Complaint alleges that Defendantsmade this representation to Chrysler shareholders in the August 6, 1998 RegistrationStatement, Prospectus, and Proxy, leading 97% of Chrysler shareholders to approve th e

16


merger. BLB&G is court-appointed Co-Lead Counsel for Co-Lead Plaintiffs the ChicagoMunicipal Employees Annuity and Benefit Fund and the Chicago Policemen'sAnnuity and Benefit Fund . BLB&G and the Chicago funds filed the action on behalf ofinvestors who exchanged their Chrysler Corporation shares for DaimlerChrysler shares inconnection with the November 1998 merger, and on behalf of investors who purchasedDaimlerChrysler shares in the open market from November 13, 1998 through November17, 2000 . On August 22, 2003, BLB&G, as Co-Lead Counsel for Plaintiffs, obtained anagreement in principle to settle the action for $300 million .

In re McKesson HBOC, Inc . Securities Litigation -- (United States District Court,Northern District of California) Securities fraud litigation filed on behalf of purchasers ofHBOC, McKesson and McKesson HBOC securities . On April 28, 1999, the Companyissued the first of several press releases which announced that, due to its improperrecognition of revenue from contingent software sales, it would have restate itspreviously reported financial results . Immediately thereafter, McKesson HBOC commonstock lost $9 billion in market value. On July 14, 1999, the Company announced that itwas restating $327 .8 million of revenue improperly recognized in the HBOC segment ofits business during the fiscal years ending March 31, 1997, 1998 and 1999 . Thecomplaint alleges that, during the Class Period, Defendants issued materially false andmisleading statements to the investing public concerning HBOC's and McKessonHBOC's financial results, which had the effect of artificially inflating the prices ofHBOC's and the Company's securities. On January 12, 2005, BLB&G and its client,Lead Plaintiff the New York State Common Retirement Fund , announced a $960million settlement of this action .

In re Lucent Technologies, Inc. Securities Litigation -- (United States District Court forthe District of New Jersey) A securities fraud class action filed on behalf of purchasers ofthe common stock of Lucent Technologies, Inc. from October 26, 1999 throughDecember 20, 2000. In the action, BLB&G served as Co-Lead Counsel for theshareholders and Lead Plaintiffs, the Parnassus Fund and Teamsters Locals 175 & 505D&P Pension Trust , and also represented the Anchorage Police and Fire RetirementSystem and the Louisiana School Employees ' Retirement System . Lead Plaintiffs'complaint charged Lucent with making false and misleading statements to the investingpublic concerning its publicly reported financial results and failing to disclose the seriousproblems in its optical networking business . When the truth was disclosed, Lucentadmitted that it had improperly recognized revenue of nearly $679 million in fiscal 2000 .On September 23, 2003, the Court granted preliminary approval of the agreement tosettle this litigation, a package which is currently valued at approximately $517 millioncomposed of cash, stock and warrants . The appointment of BLB&G as Co-LeadCounsel is especially noteworthy as it marks the first time since the 1995 passage of thePrivate Securities Litigation Reform Act that a court has reopened the lead plaintiff orlead counsel selection process to account for changed circumstances, new issues andpossible conflicts between new and old allegations .

In re Washington Public Power Supply System Litigation -- (United States DistrictCourt, District of Arizona) Commenced in 1983, the firm was appointed Chair of theExecutive Committee responsible for litigating the action on behalf of the class. Theaction involved an estimated 200 million pages of documents produced in discovery ; the

17


depositions of 285 fact witnesses and 34 expert witnesses ; more than 25,000 introduced

exhibits ; six published district court opinions ; seven appeals or attempted appeals to the

Ninth Circuit ; and a three-month jury trial, which resulted in a settlement of over $750million - then the largest securities fraud settlement ever achieved .

In re Conseco, Inc. Securities Litigation -- (United States District Court for the SouthernDistrict of Indiana) Securities fraud class action . On March 31, 2000, Conseco Inc . hadannounced that it would take a $350 million charge as a result of losses on its interest-only securities . Additionally, the company announced that it would also take a substantialcharge on the future sale of Conseco Finance . Conseco Finance, formerly known asGreentree, is a wholly-owned subsidiary of Conseco that was acquired in 1998 for over$6 billion, and specializes in the consumer financing business . On April 14, 2000,Conseco restated its earnings for the,first three quarters of 1999 and the second quarter of1998 . Various complaints, subsequently consolidated, allege violations of the SecuritiesAct of 1933 and the Exchange Act of 1934 . The action has recently settled for $120

million. The firm was appointed Lead Counsel in this action on behalf of its clients, theAnchorage Police & Fire Retirement System and the State of Louisiana Firefighters'

Retirement System , Lead Plaintiffs in the case .

In re Bennett Funding Group Securities Litigation -- (United States District Court,Southern District of New York) . Investor class action involving the sale of $570 millionin fraudulent investments, described as the largest "Ponzi" scheme in United Stateshistory. The action was prosecuted against over fifty defendants including Bennett'sformer auditors, insurers and broker-dealers who sold Bennett investment . The classincludes all purchasers of Bennett securities from March 29, 1992 through March, 29,1996. The action settled with multiple defendants for over $165 million .

In re 3Coin Securities Litigation -- (United States District Court, Northern District ofCalifornia). Class action on behalf of purchasers of 3Com common stock, alleging thatdefendants knowingly and recklessly caused 3Com to issue materially false andmisleading statements to the financial community regarding the company's products,inventory and distribution. The complaint further alleges insider trading on thesepublicly disseminated materially false and misleading statements . The firm represented

Lead Plaintiffs the Louisiana School Employees ' Retirement System and theLouisiana Municipal Police Employees ' Retirement System . This action resulted inthe largest settlement - $259 million - ever obtained from a corporate defendant in asecurities fraud class action in the Ninth Circuit .

18


Corporate Governance and Shareholders ' Rights

McCall v. Scott -- (United States District Court, Middle District of Tennessee) . Aderivative action filed on behalf of Columbia/HCA Healthcare Corporation -- now"HCA" -- against certain former senior executives of HCA and current and formermembers of the Board of Directors seeking to hold them responsible for directing orenabling HCA to commit the largest healthcare fraud in history, resulting in hundreds o fmillions of dollars of loss to HCA . The firm represents the New York State Common

Retirement Fund as Lead Plaintiff, as well as the California Public Employees'

Retirement System ("Ca1PERS"), the New York City Pension Funds , the New YorkState Teachers ' Retirement System and the Los Angeles County Employees'Retirement Association ("LACERA") in this action . Although the district courtinitially dismissed the action, the United States Court of Appeals for the Sixth Circuitreversed that dismissal and upheld the complaint in substantial part, and remanded thecase back to the district court . On February 4, 2003, the Common Retirement Fund,announced that the parties had agreed in principle to settle the action, subject to approvalof the district court. As part of the settlement, HCA will adopt a corporate governanceplan that goes well beyond the requirements both of the Sarbanes-Oxley Act and of therules that the New York Stock Exchange has proposed to the SEC, and also enhances thecorporate governance structure presently in place at HCA . HCA also will receive $14million. Under the sweeping governance plan, the HCA Board of Directors will besubstantially independent, and will have increased power and responsibility to overseefair and accurate financial reporting . In granting final approval of the settlement on June3, 2003, the Honorable Senior Judge Thomas A. Higgins of the District Court said thatthe settlement "confers an exceptional benefit upon the company and the shareholders byway of the corporate governance plan . "

Official Committee of Unsecured Creditors of Integrated Health Services, Inc . v.

Elkins, et al. -- (Delaware Chancery Court) The Official Committee of UnsecuredCreditors (the "Committee") of Integrated Health Services ("HIS"), filed a complaintagainst the current and former officers and directors of IHS, a health care provider whichdeclared bankruptcy in January 2000 . The Committee, on behalf of the DebtorsBankruptcy Estates, seeks damages for breaches of fiduciary duties and waste ofcorporate assets in proposing, negotiating, approving and/or ratifying excessive andunconscionable compensation arrangements for Robert N . Elkins, the Company's formerChairman and Chief Executive Officer, and for other executive officers of the Company .BLB&G is a special litigation counsel to the committee in this action .

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Employment Discrimination and Civil Right s

Roberts v. Texaco, Inc. -- (United States District Court for the Southern District of NewYork) Six highly qualified African-American employees filed a class action complaintagainst Texaco Inc . alleging that the Company failed to promote African-Americanemployees to upper level jobs and failed to compensate them fairly in relation toCaucasian employees in similar positions. Two years of intensive investigation on thepart of the lawyers of Bernstein Litowitz Berger & Grossmann LLP, including retainingthe services of high level expert statistical analysts, revealed that African-Americanswere significantly under-represented in high level management jobs and Caucasianemployees were promoted more frequently and at far higher rates for comparablepositions within the Company . Settled for over $170 million . Texaco also agreed to aTask Force to monitor its diversity programs for five years . The settlement has beendescribed as the most significant race discrimination settlement in history.

GMAC/NMAC/Ford/Toyota/Chrysler Consumer Finance Discrimination LitigationThe cases involve allegations that the lending practices of General Motors AcceptanceCorporation, Nissan Motor Acceptance Corporation, Ford Motor Credit, Toyota MotorCredit and Chrysler Financial cause black and Hispanic car buyers to pay millions ofdollars more for car loans than similarly situated white buyers . At issue is adiscriminatory kickback system under which minorities typically pay about 50% more indealer mark-up which is shared by auto dealers with the defendants . On February 24,2003, the Honorable Todd J . Campbell of the States District Court for the Middle Districtof Tennessee granted preliminary approval of the settlement of the class action pendingagainst Nissan Motor Acceptance Corporation ("NMAC") . Under the terms of thesettlement, NMAC will offer pre-approved loans to hundreds of thousands of current andpotential black and Hispanic NMAC customers, and will limit how much it raises theinterest charged to car buyers above the company's minimum acceptable rate . Thecompany will also contribute $1 million to America Saves, to develop a car financingliteracy program targeted toward minority consumers . The settlement also provides forthe payment of $5,000 to $20,000 to the 10 people named in the class-action lawsuit .Other car buyers wishing to recover damages will still be able to sue NMAC separately .BLB&G continues to prosecute the actions against the other auto lenders .

Alexander v. Pennzoil Company -- (United States District Court, Southern District ofTexas) A class action on behalf of all salaried African-American employees at Pennzoilalleging race discrimination in the Company's promotion, compensation and other jobrelated practices . The action settled for $6 .75 million.

Butcher v. Gerber Products Company -- (United States District Court, Southern Districtof New York) Class action asserting violations of the Age Discrimination in EmploymentAct arising out of the mass discharging of approximately 460 Gerber sales people, thevast majority of whom were long-term Gerber employees aged 40 and older . Settlementterms are confidential .

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BERNS 1 EIN LITOWITZ BERGER & GROSSMANN LL P

Consumer Class Action s

E*Trade Group, Inc. -- (Superior Court of California, Santa Clara County) A classaction filed on behalf of all individuals who have or had accounts with E*Trade fromSeptember 1996 to the present . The complaint alleges that E*Trade's representations tocustomers regarding the manner in which their accounts would be handled were false andmisleading ; that the electronic trading systems were inadequate to meet customerdemands; and that, as a result of these misrepresentations, customers suffered significantlosses and have been deprived of the benefits which E*Trade had represented they wouldreceive .

General Motors Corporation -- (Superior Court of New Jersey Law Division, BergenCounty) A class action consisting of all persons who owned W-body cars with defectiverear disc brake caliper pins which tended to corrode, creating both a safety hazard andpremature wearing of the front and rear disc brakes, causing extensive economic damage .BLB&G is co-lead counsel in this case where a proposed settlement would provide $19 .5million to the class for reimbursement of brake repairs .

Rent-A-Center -- (Supreme Court of the State of New York, Bronx County) Deceptivesales and marketing in "rent-to-own" transactions . In this case, BLB&G recentlyobtained a landmark ruling upholding a rental-purchasers' right to bring suit .

Empire Blue Cross -- (United States District Court, Southern District of New York)Overcharging health care subscribers . BLB&G was lead counsel in a recently approved

$6.6 million settlement that represented 130% of the class' damages and offered all theovercharged subscribers 100 cents on the dollar repayment .

DoubleClick -- (United States District Court, Southern District of New York) . Internet

Privacy. A class action on behalf of Internet users who have had personal informationsurreptitiously intercepted and sent to a major Internet advertising agency . In thesettlement agreement reached in this action, DoubleClick commits to a series ofindustry-leading privacy protections for online consumers while continuing to offer itsfull range of products and services. This is likely the largest class action there has everbeen - virtually every, if not every, Internet user in the United States .

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Toxic/Mass Tort s

Fen/Phen Litigation ("Diet Drug" Litigation) -- (Class action lawsuits filed in 10jurisdictions including New York, New Jersey, Vermont, Pennsylvania, Florida,Kentucky, Indiana, Arizona, Oregon and Arkansas) The firm played a prominent role inthe nationwide "diet drug" or "fen-phen" litigation against American Home Products forthe Company's sale and marketing of Redux and Pondimin. The suits allege that anumber of pharmaceutical companies produced these drugs which, when used incombination, can lead to life-threatening pulmonary hypertension and heart valvethickening. The complaint alleges that these manufacturers knew of or should haveknown of the serious health risks created by the drugs, should have warned users of theserisks, knew that the fenlphen combination was not approved by the FDA, had not beenadequately studied, and yet was being routinely prescribed by physicians . This litigationled to one of the largest class action settlements in history, the multi-billion dollarNationwide Class Action Settlement with American Home Products approved by theUnited States District Court for the Eastern District of Pennsylvania . In this litigation,BLB&G was involved in lawsuits filed in the 10 jurisdictions and was designated ClassCounsel in the Consolidated New York and New Jersey state court litigations .Additionally, the firm was Co-Liaison Counsel in the New York litigations and served asthe State Court Certified Class Counsel for the New York Certified Class to th eNationwide Settlement .

22


CLIENTS AND FEE S

Most of the firm's clients are referred by other clients, law firms and lawyers ,

bankers, investors and accountants . A considerable number of clients have been referred to th e

firm by former adversaries . We have always maintained a high level of independence and

discretion in the cases we decide to prosecute . As a result, the level of personal satisfaction an d

commitment to our work is high .

As stated, our client roster includes many large and well known financial and

lending institutions and pension funds, as well as privately held corporate entities which are

attracted to our firm because of our reputation, particular expertise and fee structure .

We are firm believers in the contingency fee as a socially useful, productive and

satisfying basis of compensation for legal services, particularly in litigation . Wherever

appropriate, even with our corporate clients, we will encourage a retention where our fee is at

least partially contingent on the outcome of the litigation . This way, it is not the number of

hours worked that will determine our fee but, rather, the result achieved for our client .

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BERNSTEIN LITOWI T L BERGER & GROSSMANN LL P

IN THE PUBLIC INTERES T

Bernstein Litowitz Berger & Grossmann LLP is guided by two principles : excellence in

legal work and a belief that the law should serve a socially useful and dynamic purpose .

Attorneys at the firm are active in academic, community and pro bono activities, as well as

participating as speakers and contributors to professional organizations . In addition, the firm

endows a public interest law fellowship and sponsors an academic scholarship at Columbia Law

School .

The Bernstein Litowitz Berger & Grossmann Public Interest LawFellowship , Columbia Law .School. BLB&G is committed to fightingdiscrimination and effecting positive social change . In support of thiscommitment, the firm donated funds to Columbia Law School to create theBernstein Litowitz Berger & Grossmann Public Interest Law Fellowship. Thisnewly endowed fund at Columbia Law School will provide two or three Fellowswith 100% of the funding needed to make payments on their law school tuitionloans so long as such graduates remain in the public interest law field . TheBernstein Litowitz Berger & Grossmann Fellows will be able to leave law schoolfree of any law school debt if they make a long term commitment to publicinterest law .

Firm sponsorship of inMotion , New York, NY . BLB&G is a sponsor ofinMotion, a non-profit organization in New York City dedicated to providing probono legal representation to indigent women, principally battered women, inconnection with the myriad legal problems they face . The organization trains andsupports the efforts of New York lawyers, typically associates at law firms or in-house counsel, who provide pro bono counsel to these women . Several membersand associates of the firm volunteer their time and energies to help women whoneed divorces from abusive spouses, or representation on legal issues such aschild support, custody and visitation. To read more about inMotion and theremarkable services it provides, visit the organization's website atwww .inmotiononline.org .

The Paul M. Bernstein Memorial Scholarship , Columbia Law School . Paul M.Bernstein was the founding senior partner of the firm. Mr. Bernstein led adistinguished career as a lawyer and teacher and was deeply committed to theprofessional and personal development of young lawyers . The Paul M. BernsteinMemorial Scholarship Fund is a gift of the firm of Bernstein Litowitz Berger &Grossmann LLP, and the family and friends of Paul M . Bernstein. Established in1990, the scholarship is awarded annually to one or more second-year studentsselected for their academic excellence in their first year, professionalresponsibility, financial need and contributions to fellow students and thecommunity .

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Firm sponsorship of City Year New York, New York, NY. BLB&G is also anactive supporter of City Year New York, a division of AmeriCorps. The programwas founded in 1988 as a means of encouraging young people to devote time topublic service and unites a diverse group of volunteers for a demanding year offull-time community service, leadership development and civic engagement .Through their service, corps members experience a rite of passage that can inspirea lifetime of citizenship and build a stronger democracy .

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THE MEMBERS OF THE FIRM

MAX W. BERGER, a founding partner of the firm, supervises the firm's litigationpractice and prosecutes class and individual actions on behalf of shareholders, consumers andinstitutional clients .

Mr. Berger has litigated many of the firm's most high profile and significant cases .Together, with other partners at the firm, he has negotiated the three largest securities fraudrecoveries in history - In re Worldcom, Inc. Securities Litigation (cash settlements of over $6 .1billion), In re Cendant Corporation Securities Litigation (cash settlements of nearly $3 .2billion), and In re McKesson HBOCInc. Securities Litigation (partially settled for $960 millionin cash) .

Although Mr. Berger is an active, practicing attorney, he is a member of Columbia LawSchool's recently inaugurated Center on Corporate Governance . He also serves the academiccommunity in numerous capacities as a member of both the Dean's Council and the Board ofVisitors, the senior alumni advisory groups to Columbia Law School, and a member of the Boardof Trustees of Baruch College. Additionally, Mr . Berger has taught Profession of Law, an ethicscourse at Columbia .

Mr. Berger is past chairman of the Commercial Litigation Section of the Association ofTrial Lawyers of America and lectures before the Practicing Law Institute, the American BarAssociation and the Federal Judicial Center, as well as numerous other professional associations .

In 1997, Mr . Berger was honored for his outstanding contribution to the public interest byTrial Lawyers For Public Justice, where he was a Trial Lawyer of the Year Finalist for his workin Roberts v . Texaco, the celebrated race discrimination case on behalf of Texaco's African-American employees .

Mr. Berger received an Accounting degree from City College of New York in 1968. AtCity College, he was President of the student body, a member of the national honor accountingsociety and won numerous awards .

Mr. Berger received his J .D. from Columbia Law School in 1971, where he was an editorof the Columbia Survey of Human Rights Law .

ADMISSIONS : Admitted to bar, 1972, New York . 1973, U.S . District Court, SouthernDistrict of New York. 1973, U.S. Court of Appeals, Second Circuit . 1975, U.S . District Court ,Eastern District of New York. 1992, U.S . District Court, District of Arizona .

EDWARD A . GROSSMANN, one of the firm's founding partners, graduated cum laudefrom the University of Wisconsin in 1970 and the University of Michigan School of Law in1973 .

Mr. Grossmann served as lead counsel in the Prudential-Bache Energy Income LimitedPartnership and the Bennett Funding Group class actions, well-publicized cases which haveeach settled for in excess of $120 million . He is a past chairman of the Class and DerivativeAction Trials Subcommittee of the Litigation Section of the American Bar Association as well asthe Commercial Litigation section of the Association of Trial Lawyers of America, anorganization for which he has lectured . Mr. Grossmann is a member of the Committee ofVisitors of the University of Michigan Law School . He is a past President of the JCC on thePalisades and is currently the Treasurer of the UJA Federation of Bergen County .

26


ADMISSIONS : Admitted to bar, 1974, New York . 1974, U.S. District Court, Southernand Eastern Districts of New York . 1975, U .S . Court of Appeals, Second Circuit . 1990, U.S .Court of Appeals, Third Circuit . 1991, U.S . Court of Appeals, Ninth Circuit . 1993, U.S. Court ofAppeals, Fifth Circuit . 1996, U.S . Court of Appeals, Eleventh Circuit .

DANIEL L . BERGER, graduated from Haverford College in 1976 and Columbia LawSchool in 1979, where he was a Harlan Fiske Stone Scholar . Mr. Berger served as an AssistantAttorney General of the State of New York, Civil Rights Division, from 1979 through 1983,where he was active in prosecuting many important civil rights cases, including State of NewYork v. OFCCP, a suit to compel the OFCCP to enforce affirmative action goals and timetablesin the construction industry in New York .

Mr. Berger is the partner principally responsible for the firm's New York-based securitiesand employee rights practice groups . In 1997, he was honored for his outstanding contributionto the public interest by Trial Lawyers For Public Justice, where he was a Trial Lawyer of theYear Finalist for his work as co-lead counsel on behalf of African-American employees inRoberts v. Texaco, the celebrated discrimination litigation .

Recently, Mr . Berger served as the lead trial attorney on the team that prosecutedRainforest Cafe, Inc . v. State of Wisconsin Investment Board, et al., a shareholders' dissenterrights action tried in Hennepin County, Minnesota on behalf of firm clients, the State ofWisconsin Investment Board, Central Florida Investments Inc ., and 70 other former investors inRainforest Cafe . In addition, Mr . Berger was lead trial attorney in the ICN/ViratekPharmaceuticals Securities Litigation and the Datapoint Securities Litigation, two of the fewsecurities class actions to be tried to jury verdict . Mr. Berger has also been lead counselresponsible for prosecuting some of the firm's largest and most significant recent securities classactions, including cases against Cendant Corporation, McKesson HBOC, Inc . and Conseco, Inc .

ADMISSIONS: Admitted to bar, 1980, New York . 1980, U.S. District Court, SouthernDistrict of New York. 1983, U.S. Court of Appeals, Second Circuit . 1989, U.S. Court ofAppeals, Fifth Circuit . 1991, U.S . Court of Appeals, Ninth Circuit. 1992, U.S . District Court,Eastern District of New York . 1999, U.S. Court of Appeals, Sixth Circuit . 2001, U.S . Court ofAppeals, Seventh Circuit .

ALAN SCHULMAN is the partner in charge of the firm's West Coast office in SanDiego. He specializes in complex class action litigation and has been practicing in that field formore than 20 years . Mr. Schulman received his B .A. from New York University in 1971 and hisJ.D. from Louisiana State University School of Law in 1974, where he was Order of the Coif andAssociate Editor of the Louisiana Law Review.

Mr. Schulman was the co-chair of the Securities Law Committee of the American BarAssociation's Litigation Section (1998-2001) and served as President (2001) and as a member ofthe Board of Governors of the Association of Business Trial Lawyers of San Diego (1995-2001) .He was co-chair of the Southern District of California Lawyer Representatives to the NinthCircuit Judicial Conference (2000-2001) and currently serves on the Ninth Circuit JudicialConference Executive Committee .

27


Mr. Schulman has served as lead counsel in some of the largest and most significantsecurities class actions litigated over the past 20 years, including the largest recoveries in NinthCircuit history . Media reports have referred to him as among "the most influential" west coastplaintiffs' securities litigators (The RecorderlCal Law, January 3, 2000) and as a "heavy hitternationally who is on everyone's short list of top securities lawyers" (New York Law Journal,January 4, 2000) .

Mr. Schulman was one of the firm partners responsible for successfully prosecuting andsettling BFA Liquidation Trust v. Arthur Andersen LLP which resulted in a payment byAndersen of $217 million -- the largest ever settlement by Andersen and the second largest byany accounting firm in history .

In May 2004, Mr. Schulman was appointed Co-Chair and Chief Administrative Counselof the Mutual Fund Investment Multi-District Litigation by the United States District Court forthe District of Maryland. In this capacity, he is responsible for coordinating the prosecution ofthe securities lawsuits brought against the mutual fund industry .

Mr. Schulman is Adjunct Professor of Law at the University of San Diego School of Lawwhere he teaches Complex Litigation .

ADMISSIONS : Admitted to bar, 1974, Louisiana and Texas . 1982, Washington . 1986,California. 1995, United States Supreme Court ; U. S . Court of Appeals : 1981, Fifth, andEleventh Circuits ; 1982, Ninth Circuit; U.S. District Courts : 1987, Southern District ofCalifornia; 1989, Northern and Central Districts of California .

DOUGLAS M. MeKEIGE, received a B.A., cum laude, in Economics from TuftsUniversity in 1979 and a J .D., magna cum laude, from Tulane University in 1986, where he wasOrder of the Coif and Articles Editor of the Tulane Law Review.

Mr. McKeige prosecutes securities fraud class actions on behalf of the firm and counselsinstitutional investors with respect to the prosecution of federal and state securities claims . Hehas successfully prosecuted many significant federal securities class actions including In re3Com Securities Litigation, which settled for $259 million, the largest settlement of a securitiesfraud class action in the history of the Ninth Circuit .

Mr. McKeige is a popular speaker and lecturer and is a member of the NationalAssociation of Public Pension Attorneys, the Society of Pension Professionals, the NationalAssociation of State Treasurers, the National Council on Teacher Retirement and the NationalConference on Public Employee Retirement Systems .

ADMISSIONS: Admitted to bar, 1987, New York . 1988, U.S. District Courts, Southernand Eastern Districts of New York .

JOHN P. ("SEAN") COFFEY is a graduate of the United States Naval Academy,receiving a B .S. in Ocean Engineering, with merit, in 1978 . He received his J .D., magna cumlaude, from Georgetown University Law Center in 1987, where he was Articles Editor of theGeorgetown Law Journal, a member of the Order of the Coif, and recipient of the Charles A .Keigwin Award for academic excellence .

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BERNSTEIN LI T OWITZ BERGER & GROSSMANN LL P

Before graduating from law school, Mr . Coffey was a Commissioned Officer in theUnited States Navy where he served as a P-3C Orion patrol plane mission commander, an Internin the Organization for the Joint Chiefs of Staff and the personal military aide to then VicePresident George H .W . Bush . After leaving active duty to pursue his legal career, Mr. Coffeycontinued to serve in the Naval Reserve, where he commanded a P-3C squadron and the Reservecomponent of the Enterprise carrier battle group staff, and served for four years as a Captain inthe Office of the Secretary of Defense at the Pentagon . He was one of two naval reservistsprofiled in the New York Law Journal in November 2001 (see "Lawyers Bolster NationalDefense") . In August 2004, he retired from the Navy after thirty years of uniformed service .

Mr. Coffey served as an Assistant United States Attorney for the Southern District ofNew York from 1991 to 1995, where he conducted numerous complex fraud investigations andtried many cases to verdict .

Since joining BLB&G in 1998, Mr. Coffey has served as the lead trial attorney in two ofthe most notable fraud cases ever to go to trial . In April 2005, Mr. Coffey and his BLB&G teamcompleted their prosecution of the WorldCom securities class action-a prosecution that yieldeda record-breaking $6 .128 billion recovery for defrauded investors-by taking the lone non-settling defendant, WorldCom's former auditor Arthur Andersen LLP, to trial ; Andersen agreedto settle in the fifth week of trial, shortly before closing arguments . Mr. Coffey's role in obtaininga partial $2 .575 billion settlement with the Citigroup-related defendants in WorldCom in May2004, was featured in an American Lawyer article-"Taking Citi To School" in December 2004 .

In 2002, in another trial against Andersen, this time arising out of the collapse of theBaptist Foundation of Arizona, BFA Liquidation Trust v . Arthur Andersen LLP, the largest non-profit bankruptcy in U.S . history, Mr. Coffey obtained a $217 million settlement, one of thelargest amounts ever paid by an accounting firm .

A frequent commentator for the news media, Mr . Coffey appears in The Wall StreetJournal, The New York Times, and other periodicals, and on NBC Nightly News, and the Todayshow. He was recently profiled in The Wall Street Journal, American Lawyer, and BusinessWeek, and was featured on "The Wall Street Fix" on PBS' Frontline . Prior to joining BLB&G,Mr. Coffey was a litigation partner with Latham & Watkins and an Adjunct Professor of Law atFordham University .

ADMISSIONS : Admitted to bar, 1988, New York . 1989, U.S . District Court, SouthernDistrict of New York. 1992, U.S . Court of Appeals, Second Circuit . 1995, U.S . District Court,Western District of New York . 1998, U .S. District Court, Eastern District of New York. 1999,New Jersey .

ROBERT S. GANS, received an A .B., cum laude, in Government, from DartmouthCollege in 1987 and a J .D. from New York University School of Law in 1990, where he was amember of the Order of the Barristers, an editor of the Moot Court Board, and a recipient of theSecurities Regulation Award .

Mr. Gans primarily focuses in the areas of securities fraud, accountants' liability andcorporate governance, and he has successfully prosecuted many of the firm's significant cases . InJanuary 2000, Mr . Gans left New York after seven years to join Alan Schulman in opening thefirm's San Diego office . He was part of the trial team which successfully prosecuted BFALiquidation Trust v . Arthur Andersen LLP, resulting in a $217 million settlement -- the largestsettlement ever by Andersen and the second largest by a public accounting firm in history .

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BERNSTEIN LITOWITZ BERGER & GROSSMANN LL E

Mr. Gans frequently lectures to groups concerning shareholder rights, and has authoredseveral articles on this subject as well . He is a member of the Association of the Bar of the Cityof New York, the New York State Bar Association, the California State Bar Association and theAmerican Bar Association . Mr. Gans is currently Co-Chair of the Rule 23 Subcommittee of theABA Litigation Section's Class Actions and Derivative Suits Committee .

ADMISSIONS : Admitted to the bar, 1991, New York . 1992, U.S . District Courts,Southern and Eastern Districts of New York . 2001, California .

DARNLEY D. STEWART, graduated from Princeton University in 1984 and receivedher J .D. from Northeastern University School of Law in 1990 . She served as law clerk to theHon. R. Ammi Cutter and the Hon . Mel Greenberg of the Massachusetts Court of Appeals from1990 to 1991 .

Ms. Stewart, along with senior partner Daniel L . Berger, is the partner principallyresponsible for the firm's employment discrimination and employee rights practice group . Shehas acted as co-lead counsel in many of the firm's high profile discrimination cases, includingRapier, et al. v. Ford Motor Company, Inc ., which resulted in one of the largest sexualharassment class action settlements in history .

More recently, Ms . Stewart has achieved major victories on behalf of minority car buyerswith the landmark settlements of class action consumer discrimination lawsuits against GeneralMotors Acceptance Corporation and Nissan Motor Acceptance Corporation . At issue in theseactions is a discriminatory credit pricing system under which minorities typically pay as much as50% more in dealer "mark-up . "

Ms. Stewart is a member of the Title VII Committee of the National EmploymentLawyers Association and serves on the Executive Board of the New York affiliate (NELA/NY)of that organization . She is a member of the Individual Rights and Responsibilities Committeeof the New York State Bar Association and serves as Plaintiffs' Co-Chair of the Class ActionSubcommittee of the American Bar Association's Employment Rights and ResponsibilitiesCommittee and Programs Co-Chair of the Technology Committee of the American BarAssociation's Labor and Employment Section . Ms. Stewart regularly lectures and writes onemployment class action litigation .

ADMISSIONS : Admitted to the bar, 1990, Massachusetts . 1993, New York. 1993, U.S.District Court, Southern District of New York . 1998, U.S. District Court, Western District ofMichigan. 2000, U.S . Court of Appeals, Sixth Circuit . 2001, U.S. Court of Appeals, SecondCircuit . 2001, U.S . Court of Appeals, Third Circuit .

STEVEN B. SINGER has been a partner of the firm since 2001 . He received hisB.A., cum laude, from Duke University in 1988 and his J .D. from Northwestern UniversitySchool of Law in 1991 .

Since joining BLB&G in 1994, Mr . Singer has been responsible for prosecuting many ofthe largest securities fraud cases in history . Mr. Singer recently served as one of the lead triallawyers on the WorldCom Securities Litigation, which culminated in a four-week trial againstWorldCom's auditors, and resulted in the historic recovery of over $6 .1 billion from th e

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BERNSTEIN LITOWITZ BERGER & GROSSMANN LL B

professionals associated with the WorldCom debacle - the largest recovery in history . Mr .

Singer has also been responsible for numerous additional high-profile litigations, including In re

Lucent Technologies Securities Litigation, which resulted in the fifth largest settlement of all

time, In re 3Com Securities Litigation, the largest recovery in securities fraud class actionsettlement in Ninth Circuit history, and a multi-million dollar private action arising out of thedemise of Lernout & Hauspie .

Mr. Singer has also distinguished himself in the Firm's other practice areas, securinglarge recoveries for victims of discrimination and consumer fraud . In 1997, the Trial Lawyersfor Public Justice named Mr . Singer as a finalist for "Trial Lawyer of the Year" for his role in theprosecution of the celebrated race discrimination litigation, Roberts v . Texaco, which resulted in

the largest discrimination settlement in history .Mr. Singer frequently lectures at the Firm's Institutional Investor Forum and is an active

member of the New York State and American Bar Associations .

ADMISSIONS : Admitted to the bar, 1992, New York . 1992, U.S . District Courts,Eastern and Southern Districts of New York.

CHAD JOHNSON is involved in all areas of the firm's litigation practice, withparticular emphasis on prosecuting securities fraud actions, complex commercial litigation andtrial practice .

Prior to joining the firm, Mr . Johnson was a partner with Latham & Watkins, where hepracticed for ten years. While with Latham & Watkins, he represented investment banks,accounting firms, law firms, boards of directors, and both publicly and privately held companies .

Mr. Johnson has extensive experience in the areas of securities and professional liabilitylitigation, complex commercial litigation, and international arbitration . He has handled a varietyof matters before federal and state courts, as well as arbitration tribunals both in the UnitedStates and abroad, including the International Chamber of Commerce, the London Court ofInternational Arbitration, the Netherlands Arbitration Institute, the Permanent Court ofArbitration, the American Arbitration Association, and JAMS/Endispute .

Mr. Johnson graduated from Harvard Law School, cum laude, where he was president of

the Harvard Law School Forum . He also graduated from the University of Michigan, with high

distinction, where he was an Angell scholar. Among other matters, he is currently prosecuting

the In re WorldCom, Inc. Securities Litigation with fellow partners Max Berger, Sean Coffey and

Steven Singer.

ADMISSIONS : Admitted to the bar, 1993, Illinois and District of Columbia ; 1998, New

York .

J. ERIK SANDSTEDT has been a partner with the firm since 2003 . He received his

B .A ., with distinction, from the University of North Carolina at Chapel Hill, and his J .D . fromColumbia University School of Law, where he was a Harlan Fiske Stone Scholar and an Editorof the Columbia Journal of Law and Social Problems .

Mr. Sandstedt has represented public pension funds and other institutional investors in anumber of high-profile securities fraud litigations . Most recently, he was one of the lead tria l

31


lawyers representing the New York State Common Retirement Fund in In re WorldCom, Inc .Securities Litigation, which culminated in a five-week trial against Arthur Andersen LLP and arecovery for investors of over $6 billion-the largest securities fraud recovery in history . Othersignificant results Mr. Sandstedt has achieved for firm clients include the $300 million settlementof the Bristol-Myers Squibb Securities Litigation, a $48 million recovery in In re IndependentEnergy Holdings Securities Litigation, and a multi-million dollar recovery in a private actionarising out of the massive securities fraud perpetrated at Lernout & Hauspie . Mr. Sandstedt iscurrently one of the lead trial attorneys in In re Nortel Networks Corp . Securities Litigation andthe Omnicom Securities Litigation, both of which are currently pending in the Southern Districtof New York .

Before joining the firm, Mr . Sandstedt was the Deputy Chief of Staff of the CriminalDivision of the United States Department of Justice . In that capacity, he was responsible for thedevelopment and implementation of criminal justice policy, overseeing major prosecutions andlegislative initiatives, and managing the day-to-day affairs of the Division . Of particular note,

Mr. Sandstedt helped coordinate the response of federal law enforcement to the events ofSeptember 11, 2001, and was involved with negotiating and drafting portions of the USA PatriotAct .

From 1998 through 2001, Mr . Sandstedt was an Assistant United States Attorney in theSpecial Prosecutions and Criminal Divisions of the United States Attorney's Office for theDistrict of New Jersey . There, he conducted numerous complex fraud and corruptioninvestigations and tried many cases to verdict . He also led the District's efforts to combat moneylaundering as the head of a task force consisting of agents from the IRS, FBI, DEA, U .S . Postal

Inspection Service and U .S . Customs, and he served as the liaison to the IRS CriminalInvestigations Division with respect to all criminal tax matters . Mr. Sandstedt won numerousawards and commendations as a federal prosecutor, and he was an Associate of the EdwardBennett Williams Inn of Court . He has also served as an Instructor at Columbia Law School'sProfessions of Law Program, an Adjunct Professor at Seton Hall University School of Law, anda lecturer on "The Role of the Federal Prosecutor" at Washington, D.C. area law schools .

Mr. Sandstedt serves as the partner in charge of the firm's New Jersey office and is anactive member of the state and federal bar associations in both New York and New Jersey .

ADMISSIONS : Admitted to bar, 1995, New Jersey and U .S. District Court for theDistrict of New Jersey. 1996, New York and U .S. District Courts for the Southern and Eastern

Districts of New York . 1998, U.S. Court of Appeals, Third Circuit . 2004, U.S . Court of Appeals,First Circuit .

*** *

GERALD H . SILK received a B.S . in economics from the Wharton School of Business,University of Pennsylvania in 1991, and a J .D., cum laude, from Brooklyn Law School in 1995 .While at Brooklyn Law School, Mr. Silk was a member of the Moot Court Honor Society . In1995-96, Mr. Silk served as a law clerk to the Hon . Steven M. Gold, U.S .M.J., in the UnitedStates District Court for the Eastern District of New York . Prior to joining the firm in 1998, Mr .Silk was an associate in the Business and Securities Litigation Department at Weil, Gotshal &Manges LLP, where he was primarily involved in defending securities cases and counselingboards of directors on corporate governance matters .

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BERNSTEIN LITOWITZ BERGER & GROSSMANN LLB'

Since joining the firm, Mr. Silk has represented numerous public pension funds and otherinstitutional investors on matters involving federal and state securities laws, accountants' liabilityand the fiduciary duties of corporate officials . Most recently, Mr . Silk has litigated an accountingfraud case against a Big Four public accounting firm on behalf of a private investment fund ,which suffered several hundred million dollars of losses stemming from the fraud at the nowbankrupt Lernout & Hauspie Speech Products, N .V., and has served as lead counsel in asecurities fraud class action pending in the Northern District of Ohio against OM Group, Inc . onbehalf of the Detroit Policemen and Firemen Retirement System .

Mr. Silk was one of the principal attorneys responsible for prosecuting the In reIndependent Energy Holdings Securities Litigation, a case against the officers and directors ofIndependent Energy as well as several investment banking firms which underwrote a $200million secondary offering of ADRs by the U .K.-based Independent Energy. The IndependentEnergy litigation was recently resolved for $48 million . Mr. Silk has also prosecuted andsuccessfully resolved several other securities class actions, which resulted in substantial cashrecoveries for investors, including In re Sykes Enterprises, Inc. Securities Litigation in theMiddle District of Florida and In re Advanced Fibre, Inc . Securities Litigation in the NorthernDistrict of California . He was also a member of the litigation team responsible for the successfulprosecution of In re Cendant Corporation Securities Litigation in the District of New Jersey,which was resolved for $3 .2 billion .

Mr. Silk lectures to institutional investors at conferences throughout the country, and haswritten or substantially contributed to several articles on developments in securities andcorporate law, including "Institutional Investors as Lead Plaintiffs : Is There A New AndChanging Landscape?", 75 St. John 's Law Review 31 (Winter 2001) ; "The Duty To Supervise",Poser, Broker-Dealer Law and Regulation, 3rd Ed. 2000, Chapter 15 ; and "Derivative LitigationIn New York after Marx v . Akers", New York Business Law Journal, Vol. 1, No. 1 (Fall 1997) .

ADMISSIONS : Admitted to bar, 1996, New York . 1997, U.S. District Courts for theSouthern and Eastern Districts of New York .

****

BLAIR A. NICHOLAS graduated from the University of California, Santa Barbara in1992, receiving a B .A. in Economics . Mr. Nicholas received his J .D. from the University of SanDiego School of Law in 1995, where he served as Lead Articles Editor of the San Diego Law

Review .Mr. Nicholas specializes in the litigation of complex securities class actions on behalf of

institutional investors . Recently, Mr . Nicholas served as one of the lead trial attorneys thatprosecuted Rainforest Cafe, Inc. v. State of Wisconsin Investment Board, et al ., a shareholders'dissenter rights action tried in Hennepin County, Minnesota on behalf of firm clients, the State ofWisconsin Investment Board, Central Florida Investments, and 70 other former investors in theRainforest Cafe . He has also prosecuted a number of high profile securities class actions,including the In re Informix Securities Litigation action, resolved for $142 million ; the In reLegato Systems Securities Litigation action, resolved for $85 million ; the In re NetworkAssociates Securities Litigation action, resolved for $70 million ; and the In re Finova GroupSecurities Litigation action, resolved for $42 million.

Mr. Nicholas authored "Reforming the Reform Act and Restoring Investor Confidence inthe Securities Markets," which was published in the Securities Reform Act Litigation Reporter(Vol. 13, No . 4, July 2002) . Mr. Nicholas has served as a member of the American Bar

33


Association's Securities Litigation Committee and was co-editor of the ABA's Securities News .Mr. Nicholas is an active member of the State Bar of California, the Federal Bar Association, theSan Diego County Bar Association, and the Association of Business Trial Lawyers of San Diego .He practices in the firm's California office .

ADMISSIONS : Admitted to bar, 1995, California . 1996, Ninth Circuit Court of Appeal .1996, U .S. District Courts for the Southern, Central and Northern Districts of California . 1996,U.S. District Court for the District of Arizona (1996) .

DAVID R. STICKNEY practices in the firm's California office, where he focuses oncomplex litigation in state and federal courts nationwide . Mr. Stickney has worked extensivelyon a number of the firm's prominent cases, including, among others, The BFA Liquidation Trustv. Arthur Andersen LLP, which settled during trial for $217 million .

Mr. Stickney received his B.A. from the University of California at Davis in 1993 and hisJ.D. from The University of Cincinnati College of Law in 1996, where he was a Jacob B . CoxScholar and Lead Articles Editor of The University of Cincinnati Law Review. During 1996-1997, Mr. Stickney served as law clerk to the Honorable Bailey Brown of the United StatesCourt of Appeals for the Sixth Circuit .

Mr. Stickney has authored and co-authored several articles concerning securitieslitigation and class actions . His professional affiliations include the American Bar Associationand the Association of Business Trial Lawyers .

ADMISSIONS : Admitted to bar, 1997, California. 1997, U.S . Court of Appeals for theSixth Circuit . 1997, U.S . District Courts for the Northern, Southern and Central Districts ofCalifornia.

OF COUNSEL

G. ANTHONY GELDERMAN, III , formerly a partner with Tarcza & Gelderman inNew Orleans, Louisiana, has served as Of Counsel to BLB&G for the last several years andheads the firm's Louisiana office .

Mr. Gelderman served as Chief of Staff and General Counsel to the Treasurer of the Stateof Louisiana, (1992 - 1996) and prior to that served as General Counsel to the LouisianaDepartment of the Treasury . Mr. Gelderman also coordinated all legislative matters for the StateTreasurer during his tenure with the Treasury Department . Earlier in Mr . Gelderman's legalcareer, he served as law clerk to U.S. District Judge Charles Schwartz, Jr ., Eastern District ofLouisiana (1986 - 1987) .

Mr. Gelderman is a former adjunct professor of law at the Tulane Law School where hehas taught a course in legislative process . He is a member of the Louisiana State (Chairman,Young Lawyers Continuing Legal Education Committee, 1990-1993) and American BarAssociations. In 1995, Mr . Gelderman was profiled by the American Bar Association inBarrister magazine as one of the 25 young lawyers in America making a difference in the legalprofession .

34


ADMISSIONS : Admitted to bar, 1986, Louisiana . 1997, U.S . District Courts for theEastern District and Middle District of Louisiana .

RONALD LITOWITZ, a founding partner of the firm, has practiced in the areas ofsecurities fraud and derivative litigation .

Mr. Litowitz received his bachelor's degree from Williams College in 1961 and his J .D .from New York University (LL .B.) in 1964 where he was a John Norton Pomeroy Scholar. Mr .Litowitz was also the Editor of the Annual Survey of American Law from 1963-1964 .

ADMISSIONS : Admitted to bar, 1965, New Jersey and U .S . District Court, District ofNew Jersey. 1967, New York, U.S. District Court for the Southern and Eastern Districts of NewYork and U.S. Court of Appeals, Second, Sixth and Ninth Circuits . 1986, U.S. Supreme Court .

SENIOR COUNSEL

ROCHELLE FEDER HANSEN, Senior Counsel to the firm, received her B .A. fromBrooklyn College of the City University of New York in 1966 and her M .S. in 1976. She

received her J .D., magna cum laude, from Benjamin N. Cardozo School of Law in 1979, where

she was a member of the Law Review .Ms. Hansen was the principal associate on a number of high profile securities fraud cases

at the firm, including Storage Technology, First Republic, and the RJR Nabisco Litigation . Shehas also acted as Antitrust Program Coordinator for Columbia Law School's Continuing LegalEducation Trial Practice Program for Lawyers .

She is a member of the bar of the State of New York (1980), the U .S. District Courts forthe Southern (1980) and Eastern (1980) Districts of New York, and the U .S . Court of Appeals,Fifth Circuit (1993) as well as the Northern District of New York (1996) .

JEFFREY N. LEIBELL specializes in prosecuting securities class actions as well asderivative actions involving breaches of fiduciary duty and corporate governance on behalf ofthe firm's clients .

Also a Certified Public Accountant, Mr. Leibell served as a Senior Manager in the AuditDepartment of Deloitte & Touche LLP, where he audited "Fortune 500" and other companies ina variety of industries, prior to attending law school . Since joining the firm in 1996, he hasprosecuted a number of the firm's most significant cases, including In re Cendant Corporation

Securities Litigation, which resulted in a $3 .2 billion settlement, and McCall v. Scott, theColumbialHCA Derivative Litigation .

He received his B .S., cum laude, in Accounting from Brooklyn College of the City

University of New York in 1979, and a J .D. from Columbia University in 1992, where he was

the Senior Notes Editor of the Columbia Business Law Review and a Harlan Fiske Stone Scholar .

Mr. Leibell is the author of "Accountant's Liability in the Savings & Loan Crisis : An Argument

in Favor of Affirmative Defenses ."Mr. Leibell is a member of the New York State Society of Certified Public Accountants,

the New York State Bar Association and the American Bar Association .

35


He is admitted to the bar of the State of New York (1992), U .S . District Courts for theSouthern and Eastern Districts of New York (1993), U .S. Court of Appeals, Second Circuit(1996), U .S . District Court for the Eastern District of Michigan (1996), U .S . Court of Appeals,Sixth Circuit (1999), U .S . District Court for the District of Colorado (2000) and the U .S . Courtof Appeals, Third Circuit (2000) .

36


ASSOCIATES

JERALD BIEN-WILLNER received his B .A., cum laude, from Claremont McKennaCollege in 1997 where he was Dean's List, a Claremont McKenna Distinguished Scholar, arecipient of the McKenna Scholar four year merit scholarship and was recognized by the facultyas the outstanding Literature graduate in his class . Mr. Bien-Willner received his J .D. from theUniversity of Arizona College of Law in 2002 where he was a member of the Moot Court Board,National Moot Court Team and awarded Best Oral Advocate, and a Snell and Wilmer Scholarreceiving a full academic merit scholarship . During law school at Arizona, Mr . Bien-Willnerwas selected to research and analyze trends in class action securities litigation for ProfessorElliot Weiss . He assisted Professor Weiss in writing a treatise on lead plaintiff issues and inpreparing for oral argument before the Ninth Circuit Court of Appeals . Prior to joining the firm,Mr. Bien-Wiliner was in-house counsel for a real estate holding company where he advised onlegal and business matters and prosecuted securities, tort, contract, real estate and insurance badfaith actions together with outside counsel . He is a member of the bars of the States of Arizona(2003) and California (2003) as well as the U .S . District Courts for the Southern and CentralDistricts of California (2003) . Mr. Bien-Willner is fluent in Spanish and practices out of thefirm's California office .

JAVIER BLEICHMAR received his bachelor's degree in 1992 from the University ofPennsylvania, and received his J .D . from Columbia Law School in 1998, where he was a HarlanFiske Stone Scholar and Managing Editor of the Journal of Law and Social Problems . Mr.Bleichmar is the author of "Deportation as Punishment : A Historical Analysis of the BritishPractice of Banishment and Its Impact on Modern Constitutional Law," published in the Fall1999 volume of the Georgetown Immigration Law Journal . He has actively participated in theImmigrants' Rights Project sponsored by the New York State Defenders' Association . Mr .Bleichmar's practice at the firm focuses on securities fraud litigation . Together with firmpartners Daniel Berger and Steven Singer, Mr . Bleichmar successfully prosecuted In re ConsecoSecurities Litigation resulting in a $120 million settlement. He is a member of the bar of theState of New York (1999) as well as the U.S. District Courts for the Southern and EasternDistricts of New York (1999) .

JOHN C. BROWNE received his B .A., magna cum laude, in 1994 from James MadisonUniversity and his J .D., cum laude, in 1998 from Cornell Law School where he was GeneralEditor of the Cornell Law Review. Prior to joining the firm, Mr. Browne was a litigationassociate at Latham & Watkins where he had a wide range of experience in commerciallitigation . He is member of the bar of the State of New York (2000) and U .S . District Court forthe Southern District of New York (2000) .

JAI K. CHANDRASEKHAR received his B .A., summa cum laude, from Yale College,where he was elected to Phi Beta Kappa, in 1987 . He received his J.D. from Yale Law School,where he was a Book Review Editor of the Yale Law Journal, in 1997 . Prior to joining the firm,Mr. Chandrasekhar was a Staff Attorney with the Division of Enforcement of the United StatesSecurities and Exchange Commission, where he investigated securities law violations andcoordinated investigations involving multiple SEC offices and other government agencies .Before his tenure at the SEC, he was an Associate at Sullivan & Cromwell LLP, where herepresented corporate issuers and underwriters in public and private offerings of stocks, bonds,and complex securities and advised corporations on periodic reporting under the Securitie s

37


Exchange Act of 1934, compliance with the Sarbanes-Oxley Act of 2002, and other corporateand securities matters . For several years, Mr . Chandrasekhar has served as pro bono SeniorCounsel to the Asian University for Women (AUW) Support Foundation, a not-for-profitorganization that is working to establish a new university for women in Asia. He is admitted tothe bar of the State of New York (2001) .

MARK D . DEBROWSKI received his B .A. in Economics and Political Science fromRutgers University in 1994 and his J .D ., magna cum laude, from New York Law School in 2000where he was an Articles Editor. Prior to joining the firm, Mr. Debrowski was a litigationassociate at Drinker, Biddle & Reath in New Jersey. He is admitted to the bars of the States ofNew York (2001) and New Jersey (2000) .

TIMOTHY A. DeLANGE received his B .A. from the University of California,Riverside in 1994 and his J .D. from the University of San Diego School of Law in 1997 . He wasthe 1994 recipient of the American Jurisprudence award in Contracts . Prior to joining the firm,Mr. DeLange practiced complex litigation at Brobeck, Phleger & Harrison LLP . He is admittedto the bar of the State of California (1997), the U .S. District Court for the Southern District ofCalifornia (1997) and the U .S. District Court for the Central District of California (2001) . Mr .DeLange practices out of the firm's California office .

ALICIA M. DUFF received her B .A, cum laude, in 1994 from the University ofMassachusetts at Amherst, where she was a member of the University Honors Program . Shereceived her J .D ., magna cum laude, in 1997 from the Suffolk University Law School where sheserved on the Editorial Board of the Suffolk University Law Review as Articles Editor andauthored several articles for the Law Review . Prior to joining the firm, Ms . Duff served as a lawclerk to the justices of the Superior Court of Massachusetts, practiced general litigation andprosecuted securities class actions in Boston, Massachusetts . She is admitted to the bars of theStates of Massachusetts (1997) and New York (2001), the U .S . District Court for the District ofMassachusetts (1998) and U .S. Court of Appeals for the First Circuit (2000) . Ms. Duff practicesout of the firm's California office .

JENNIFER L . EDLIND received her B .A., magna cum laude, from CedarvilleUniversity in 1995 where she was selected by the faculty as Student of the Year and was therecipient of the President's Trophy for leadership and scholarship . She received her J .D. fromBrooklyn Law School in 1999 where she was Production Editor of the Brooklyn Law Review anda member of the Moot Court Honor Society . After law school, Ms . Edlind worked as a litigationassociate at Robinson Silverman Pearce Aronsohn & Berman LLP in New York . Immediatelyprior to joining the firm, she clerked for the Honorable Richard M . Berman, United StatesDistrict Judge for the Southern District of New York. She is a member of the Federal BarCouncil Inn of Court . Together with firm partners Max Berger, Sean Coffey and Steven Singer,Ms. Edlind is currently on the team responsible for prosecuting the In re WorldCom, Inc .Securities Litigation . She is admitted to the bar of the State of New York (2000) and the U . S .District Courts for the Eastern and Southern Districts of New York (2000) .

WENDY ERDLY received her B .A., magna cum laude, from Lafayette College in 1999,where she was Phi Beta Kappa, and received her J .D. from Vanderbilt University Law School in2002 where she was Dean's List, the Chief Justice of the Moot Court Board and the recipient ofthe award for Scholastic Excellence in Constitutional Law. Prior to joining the firm, Ms . Erdly

38


was a litigation associate with Dewey Ballantine where her practice included securities fraud,white collar criminal defense (including internal investigations and SEC investigations) .Together with BLB&G partners, Dan Berger and Darnley Stewart, she is a member of the teamprosecuting the securities class action against the Federal Home Loan Mortgage Corporation("Freddie Mac"). She is a member of the bar of the State of New York (2003) as well as the U .S .District Courts for the Southern and Eastern Districts of New York (2004) .

JOSEPH A. FONTI received his B .A. from New York University College of Arts andScience, cum laude, in 1996. He received his J.D. from New York University School of Law in1999 where he was active in Marden Moot Court Competition and a Student Senator-at-Large ofthe NYU Senate. Prior to joining BLB&G, Mr . Fonti was a litigation associate at Sullivan &Cromwell in New York where he specialized in securities matters and domestic and internationalcommercial law. Mr. Fonti has had experience bringing securities cases to trial . In 2001, hisclients attained a favorable judgment after the trial of a case involving violations of the federalsecurities laws. He has also been involved in representing clients in complex securitiesinvestigations conducted by federal regulators, including the U.S . Securities and ExchangeCommission . Over the past several years, he has represented victims of domestic violence inaffiliation with inMotion, an organization that provides pro bona legal services to indigentwomen. He is admitted to practice in the State of New York (2000) and the U.S. District Courtsfor the Southern and Eastern Districts of New York (2001) .

STEPHEN C . FOYTLIN received his B .S., cum laude, in 1999 from VillanovaUniversity, and his J .D., cum laude, from Temple University School of Law in 2002 where hewas the Associate Research Editor of the Temple Law Review . While at Temple, Mr . Foytlinserved as a student law clerk to the Honorable John R. Padova, United States District Court forthe Eastern District of Pennsylvania, and an intern at the Office of Chief Counsel - IRS . Prior tojoining the firm, Mr. Foytlin was an associate in the Commercial Litigation Group at BuchananIngersoll in Philadelphia, Pennsylvania . He is currently a member of the team prosecuting the Inre King Pharmaceuticals, Inc . Securities Litigation . He is a member of the bars of the States ofNew Jersey (2002), Pennsylvania (2002) and New York (2004), and the U .S. District Courts forthe Districts of New Jersey (2002), the Eastern District of Pennsylvania (2003) .

BENJAMIN GALDSTON received his B .A. from Oberlin College in 1990. He

received his J .D. from the University of San Diego School of Law in 2000, where he earned theAmerican Trial Lawyers' Association Book Award for Outstanding Scholarship in AppellateAdvocacy and the Computer Assisted Learning Institute Award for Excellence in LegalResearch. He was also an Executive Board Member of the Appellate Moot Court Board,competed in national Moot Court tournaments, and directed the University of San Diego Schoolof Law National Criminal Procedure Moot Court Tournament while at law school . Before lawschool, Mr. Galdston was the sole proprietor of Litigation Support Systems, where he designed,constructed and maintained relational document databases for small law firms litigatingdocument-intensive cases . He is the President of the San Diego Barristers Club, a member of theCalifornia Bar Association and is admitted to practice in California (2000) and the U .S. DistrictCourts for the Southern, Northern and Central Districts of California (2000) . Mr. Galdstonpractices out of the firm's California office .

39

BERNSTEIN LITOWITZ BURGER & GROSSMANN LL P

PATRICIA S . GILLANE received her B .A., cum laude, from Columbia University in1985 and her J .D. from Brooklyn Law School in 1989, where she was an editor of the BrooklynLaw Review . Ms . Gillane is the author of the "One Moment in Time : The Second Circui tPonders Choreographic Photography as a Copyright Infringement : Horgan vs . MacMillan ."Sheis part of the team responsible for successfully prosecuted In re Bennett Funding GroupLitigation, which arose out of the largest Ponzi scheme in history . Over $150 million has alreadybeen recovered for the class as the matter continues to be prosecuted against several remainingdefendants . She is a member of the Association of the Bar of the City of New York, where shewas a member of the Professional Responsibility Committee from 1996 until 1999 and is also amember of the American Bar Association . Ms . Gillane is a member of the bar of the State ofNew York (1990) as well as the U.S . District Courts for the Southern and Eastern Districts ofNew York (1990) .

BEATA GOCYK-FARBER received her B .A., summa cum laude, from AdelphiUniversity in 1994 and her J .D., summa cum laude, from the Benjamin N . Cardozo School ofLaw in 1997 where she was a member of the Cardozo Law Review and the Order of the Coif.Prior to receiving her degree at Adelphi, Ms . Gocyk-Farber was awarded the Scholarship forAcademic Excellence at Jagiellonian University in Cracow, Poland . At Cardozo she was aBalkin Scholar and the recipient of the West Publishing Award for Academic Excellence. Sheauthored "Patenting Medical Procedures : In Search of a Compromise Between Ethics andEconomics" for the Law Review in 1997 . Prior to joining BLB&G in 2001, Ms . Gocyk-Farberwas an associate with Cleary Gottlieb Steen & Hamilton . She is a member of the InternationalLaw Section of the American Bar Association and is admitted to practice in the State of NewYork (1998) .

HANNAH E. GREENWALD received her B .A, cum laude, from Cornell University in1995, and received her J .D . from the Dickinson School of Law of The Pennsylvania StateUniversity, where she was a member of the Woolsack Honor Society, in 1998 . While atDickinson, Ms . Greenwald was a Comments Editor of the Dickinson Law Review. She was alsothe recipient of the D. Arthur Magaziner Human Services Award, awarded to the senior who hasdemonstrated good character, sound academic performance, high ethical standards, fidelity to thehighest goals of the profession and commitment to selfless human service . Before joiningBLB&G, Ms. Greenwald was a prosecutor in the Insurance and Unemployment Fraud Divisionof the Massachusetts Attorney General's office . Prior to that, she was an Assistant DistrictAttorney in the Middlesex County (Massachusetts) District Attorney's office from 1998 to 2000 .Ms. Greenwald is admitted to practice in States of Massachusetts (1998) and New York (2002) .

DAVID R. HASSEL received his B .A., magna cum laude, in 1995 from St. OlafCollege, Northfield, Minnesota in Political Thought, and a J .D . with High Distinction/SpecialHonors from the University of Iowa in 1999, where he was a member of the Iowa Law Reviewand Associate Editor of the Journal of Transnational Law & Contemporary Problems . Prior tojoining the firm, Mr. Hassel was a litigation associate at Dewey Ballantine, LLP in its New Yorkoffice, representing clients in private securities litigation, informal inquiries from the SEC andSROs and general corporate governance issues as well as general commercial litigation .Together with firm partners Max Berger, Sean Coffey, Steven Singer and Chad Johnson, Mr .Hassel is currently on the team responsible for prosecuting the In re WorldCom, Inc. SecuritiesLitigation . He is admitted to the bars of the States of Massachusetts (2000) and New York(2002) .

40

BERNS 1. EI N' LI 1 OWITZ BERGER & GROSSMANN LL P

AVI JOSEFSON received his B .A., cum laude, from Brandeis University in 1997 andhis J .D., Dean 's List, from Northwestern University in 2000 . At Northwestern, Mr . Josefsonrepresented indigent juvenile and adult clients in various courts and was awarded the JusticeStevens Public Interest Fellowship (1999) and the Public Interest Law Initiative Fellowship(2000) . He is a co-author of several articles including "Top 10 Considerations When SeekingInsurance Recovery for E-Commerce and Internet Claims," which he wrote for the 19th AnnualABA Mid-year Meeting of Committee on Corporate Counsel Materials, as well as "Political andCurrency Risk Insurance" and "It's Not a Small World After All : Meeting the Challenge ofGlobal Risks" which he wrote for the Manufacturers Alliance Risk Management Councils I & ITHe is admitted to practice in the state of Illinois (2000) .

ERIC T. KANEFSKY received his B .A. in 1999 from The George WashingtonUniversity and his J .D., cum laude, from Temple University in 2002, where he was AssociateResearch Editor of the Temple Law Review . While at Temple, Eric served as a student law clerkto The Honorable Bruce W. Kauffman, United States District Judge for the Eastern District ofPennsylvania and The Honorable James R . Melinson, Chief Magistrate Judge for the EasternDistrict of Pennsylvania . After law school, Mr. Kanefsky was a litigation associate in the WhiteCollar and Government Enforcement Group at Ballard Spahr Andrews & Ingersoll LLP inPhiladelphia . He is admitted to the bars of the State of Pennsylvania (2002), New Jersey (2002),the U.S. District Court for the Eastern District of Pennsylvania (2003) and the U.S. District Courtfor the District of New Jersey (2003) .

MARK LEBOVITCH received his B .A., cum laude, in 1996 Binghamton Universitywhere he was a member of the Golden Key National Honor Society and his J .D., cum laude,from New York University School of Law in 1999 where he was the Staff Editor of the AnnualSurvey of American Law. Following law school, Mr. Lebovitch clerked for Vice ChancellorStephen P . Lamb on the Court of Chancery of the State of Delaware, where he participated innumerous trials and hearings involving shareholder claims that directors breached their fiduciaryand/or statutory duties . Mr. Lebovitch is currently a member of the teams prosecuting, amongother things, In re Nortel Networks Corp . Securities Litigation and In re Suprema Specialties,Inc. Securities Litigation . Mr. Lebovitch is the co-author of "Calling a Duck a Duck :Determining the Validity of Deal Protection Provisions in Merger of Equals Transactions" (2001Columbia Business Law Review 1) which advocated for greater protection for shareholders inconnection with so-called "deal protections," and which the Delaware Supreme Court de factoaccepted in a recent case . He is also the co-author of "Practical Refinement" (The Daily Deal,January 2002), which discussed evolving developments in the law of directors' fiduciary duties .He is a member of the American Bar Association, its Section on Business Law and Committeeon Corporate Governance, and the Association of the Bar of the City of New York . Prior tojoining the firm, Mr. Lebovitch was a litigation associate at Skadden, Arps, Slate, Meagher &Flom in New York, where he litigated several hostile corporate takeovers and represented clientsin a variety of corporate governance and commercial matters . He has worked on corporatedisputes that went to trial before the Delaware Chancery Court, the New York Supreme Courtand before a three member private arbitration panel . He also represented clients in severalsignificant securities fraud cases . He is admitted to bars of the State of New York (2000) and theU. S . District Courts for the Southern and Eastern Districts of New York (2001) .

41

BERNSTEIN LITOWITZ BERGER & GROSSMANN .L P

NOAM MANDEL received his B .S.F.S. from Georgetown University in 1998 and hisJ .D ., cum laude, from Boston University School of Law in 2002 . Mr. Mandel served as anEditor for the Boston University Law Review and won awards in civil procedure, evidence, andinternational law . While in law school, Mr . Mandel also participated in an exchange programwith the University of Leiden, The Netherlands, where he concentrated his studies oninternational and comparative law . Prior to joining BLB&G, Mr. Mandel was a litigationassociate at Simpson Thatcher & Bartlett LLP where his practice focused on securities,shareholder and ERISA fiduciary matters . He is admitted to the bar of the State of New York(2004) .

NIKI L. MENDOZA received her B .A. from the University of Oregon in 1994 . Ms .Mendoza received her J .D. from the University of Oregon School of Law in 1997 where she wasa member of the Order of the Coif and a Managing Editor of the Oregon Law Review, for whichshe wrote "Rooney v . Kulongoski, Limiting the Principle of Separation of Powers?" She servedas judicial law clerk to the Honorable Chief Judge Michael R . Hogan of the United StatesDistrict Court for the District of Oregon from 1998 to 2001 where she received the DistinguishedService Recognition in September 2001 . Before joining BLB&G, Ms . Mendoza represented bothplaintiffs and defendants in commercial and employment litigation, practicing in both Hawaiiand California . Ms. Mendoza is a member of the Federal Bar Committee of the San DiegoCounty Bar Association . She is admitted to the bars of the States of Hawaii (1997) andCalifornia (2001) and practices out of the firm's California Office .

BRETT M . MIDDLETON graduated from the University of California, Los Angeles in1993 . He received his J . D. from the University of San Diego School of Law in 1998 . Hespecializes in the prosecution of complex securities class actions on behalf of institutionalinvestors nationwide . Mr. Middleton is an active member of the State Bar of Califo rn ia, theFederal Bar Association , the San Diego County Bar Association and the Association of BusinessTrial Lawyers of San Diego . He has se rved as a member of the Board of Directors and as theTreasurer of the Barristers Club of Greater San Diego . He is admitted to the bars of California(1998 ), the U.S. District Court for the Central District of California (1998), the U .S . DistrictCou rt for the Southern District of California (2002) and the U .S . District Cou rt for the NorthernDistrict of California (2005 ) and practices out of the firm's Califo rn ia office .

NICHOLAS RODELLI received his B .A. from the University of North Carolina atCharlotte in 1994, and his J .D . from the University of North Carolina at Chapel Hill School ofLaw in 1999, where he was a staff member of the North Carolina Law Review, the NorthCarolina Journal of International Law & Commercial Regulation, and a Notes and ArticlesEditor for the North Carolina Banking Law Journal . Prior to joining the firm, Mr . Rodelli was asenior attorney with the Division of Enforcement of the Securities and Exchange Commission,where he conducted investigations of potential violations of the federal securities laws . Prior tothat, Mr. Rodelli was an associate at Wilson Sonsini Goodrich & Rosati, specializing insecurities and merger and acquisition litigation. He is admitted to the bars of Illinois (1999),California (2000), U .S. District Courts for the Northern District of Illinois, Northern District ofCalifornia, and Central District of California (2000) .

42


STEPHEN W. TOUNTAS received his B .A. from Union College in 2000 and his J .D.from Washington University School of Law in 2003 where he was a Scholar in Law . While atWashington University, he was Editor-in-Chief of the Washington University Journal of Lawand Policy, as well as a Finalist in the annual Environmental Moot Court competition .Additionally, Mr. Tountas worked as Research Assistant to Dean Joel Seligman, one of thecountry's foremost experts on securities law, for whom he performed extensive research toupdate the most recent two volumes of Loss & Seligman on Securities Regulation . Mr. Tountasis the author of "Carnivore : Is the Regulation of Wireless Technology a Legally Viable Option toCurtail the Growth of Cybercrime," published in 11 Wash . U. J .L. & Pol'y 351 . In recognition ofthis Note, the faculty selected him to receive the Scribe's Award, presented annually to a studentwho authors an exemplary Note of outstanding publishable quality . Together with firm partnersDaniel Berger and Chad Johnson, he is currently a member of the team responsible fo rprosecuting the In re OM Group, Inc . Securities Litigation . He is admitted to the bar of the Stateof New Jersey (2003) .

PRISCILLA VARGAS received her B .S. from Vassar College in 1996 and her J .D.from St . John's University School of Law in 2001 where she was an Executive Board Member ofthe Moot Court Honor Society . Ms. Vargas served as law clerk to Magistrate Judge James F .Stiven of the United States District Court for the Southern District of California from 2001-2002 .Prior to joining the firm, she was an associate at Skadden, Arps, Slate, Meagher & Flom LLPcounseling corporations, creditors and investors on financial solutions in corporate restructuringsas well as specializing in financial representation of debtors in Chapter 11 proceedings . Ms.Vargas practices out of the firm's California office . She is admitted to the bar of the State ofNew York (2001) ; California (pending) .

VICTORIA O. WILHEIM received her B .A. from California State University at LongBeach in 1992 and her J .D. from Southwestern University School of Law in 1996, where she wasa member of the Moot Court Honors program . Ms. Wilheim prosecutes securities anddiscrimination class actions on behalf of the firm's clients . She is a member of the bars of thestates of California (1996) and New York (1999).

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in re: omnicom group, inc. securities litigation 02-cv...

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