8/10/2019 Letter from Keith Masser responding to requests for Freeh documents

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December 1, 2014

Dear Trustees:

I write in response to the letter dated November 26, 2014 from the nine alumni-

elected trustees requesting access to files related to creation of the Freeh Report, which weunderstand to be certain documents collected and/or created by Freeh Sporkin & Sullivan

LLP (FSS) in its role as Special Investigative Counsel to the Board of the Trustees of the

University. Without conceding the alumni-elected trustees prerogative to review therequested documents as asserted in the November 26, 2014 letter, I have directed Joseph F.

ODea, Jr., Esq. of Saul Ewing to make the FSS database and interview materials availablefor review as appropriate on reasonable terms and in a manner that honors the promise of

confidentiality.

As you may know, the University has engaged Saul Ewing LLP to represent it in

regard to the claims made by the victims of Jerry Sandusky and other matters. In thatcapacity, Saul Ewing has custody of the documents collected by FSS and the interview

memoranda prepared by FSS. The documents will be available for review in Saul Ewings

offices in Philadelphia, where they are maintained for purposes of pending litigation. Thedocuments, and in particular the interview memoranda, include sensitive and private

information shared by hundreds of Penn State employees, officials and others associated withthe University, with FSS in exchange for a promise of confidentiality. The University

intends to honor the promise of confidentiality to the maximum extent permitted by law. The

University also believes the interview memoranda and some of the underlying documents tobe attorney-client communications and/or protected by the work product doctrine and other

privileges and statutory restrictions. Some of the documents may also be at issue and/or

subject to discovery requests and confidentiality orders in pending litigation. For these and

other reasons, Saul Ewing has recommended that we ask each trustee who wishes to reviewthese documents to sign a confidentiality agreement which they will provide. In providing

access to the documents, we intend to take other steps to protect the identity of individuals.

I note that the alumni-elected trustees have requested access to millions of pages and

so, obviously, there are both legal and practical issues to be considered. I will leave those

details to be worked out with legal counsel. Mr. ODea can be reached at 215/972-7109.Any trustee who wishes to review these documents should contact him directly.

Sincerely,

Keith E. Masser

Chairman, Board of Trustees