case 1:03-cv-06595-vm -gwg document 383 filed 05/09/11...

Case 1:03-cv-06595-VM -GWG Document 383 Filed 05/09/11 of 39

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

xIn re ALSTOM SA SECURITIES Master File No. 03 -CV-6595-VM(GWG)LITIGATION

CLASS ACTION

This Document Relates To:SETTLEMENT AGREEMENT

ALL ACTIONS.

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Lead Plaintiff International Brotherhood of Electrical Workers, Local 269, on behalf of the

Class and Defendants Alstom SA, Alstom USA, Inc. Alstom Transportation Inc., Pierre Bilger,

Francois Newey, Stephan Rambaud-Measson and Joseph Janovec (collectively, the "Parties," and

each one individually a "Party,") by and through their respective undersigned attorneys, submit this

stipulation and agreement of settlement (the "Stipulation"), dated April 8, 2011. The Stipulation is

intended by the Parties to fully, finally, and forever resolve, discharge, and settle the Released

Claims, upon and subject to the terms and conditions hereof and subject to the approval of the Court.

I. THE LITIGATION

On or after August 29, 2003, putative securities class action lawsuits were filed by plaintiffs

on behalf of themselves and all Persons who purchased Alstom securities in the United States

District Court for the Southern District of New York (the "Court"), entitled Abramsky v. Alstom SA,

et al., 03-CV-6595 (VM), Rosenbaum Partners v. Alstom SA, et al., 03-CV-6701 (VM), Soyugenc v.

Alstom SA, et al., 03-CV-7777 (GMC), Shelby v. Alstom SA, et al., 03-CV-8059 (VM), San Diego

City Employees' Retirement System, et al. v. Alstom SA, et al., 03-CV-8515 (VM), and Allen v.

Alstom SA, et al., 03-CV-8549 (VM); and in the United States District Court for the District of

Connecticut, entitled International Brotherhood of Electrical Workers, Local 269 v. Alstom SA, et

al., 03-CV-1480 (MRK), and State Universities Retirement System oflllinois, et al. v. Alstom SA, et

al., 03-CV-1650 (CFD) (collectively, the "Securities Actions").

By Order dated January 7, 2004, the Court consolidated the Securities Actions in the

Southern District of New York under the caption In re Alstom SA Securities Litigation, Master File

No. 03-CV-6595 (VM) (the "Consolidated Action"), and appointed as Co-Lead Plaintiffs San Diego

City Employees' Retirement System, State Universities Retirement System of Illinois, Louisiana

State Employees' Retirement System, West Virginia Investment Management Board and

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International Brotherhood of Electrical Workers, Local 269 (the "Original Lead Plaintiffs"), and as

Co-Lead Counsel the firms of Robbins Geller Rudman & Dowd LLP, Grant & Eisenhofer P.A. and

Bernstein Litowitz Berger & Grossmann LLP.

The Original Lead Plaintiffs filed a Consolidated Amended Complaint on June 18, 2004.

The complaint alleged violations of § 10(b) of the Securities Exchange Act of 1934 (the "Exchange

Act"), Rule l Ob-5 promulgated thereunder, and §20(a) of the Exchange Act on behalf of the Class.

Defendants moved to dismiss the Complaint, which motion was opposed by the Original Lead

Plaintiffs. On December 22, 2005, the Court issued an Order granting in part and denying in part the

motions to dismiss. On March 14, 2006, the Original Lead Plaintiffs filed their Second Consolidated

Amended Complaint for Violations of the Federal Securities Laws. By order dated September 29,

2006, the Court reinstated certain claims. On November 28, 2006, the Original Lead Plaintiffs filed

their Revised Second Consolidated Amended Complaint. On December 10, 2007, the Court

dismissed the claims of Lead Plaintiff San Diego City Employees' Retirement System. By order

dated August 26, 2008, the Court granted in part and denied in part the Original Lead Plaintiffs'

Motion for Class Certification.

Following the closure of fact discovery, the Parties agreed to mediate before David

Geronemus of JAMS, and attended a full-day mediation with Mr. Geronemus on June 15, 2010, but

were unable to reach an agreement. Following the Supreme Court's issuance of its opinion in

Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010), and upon motion by Defendants,

the Court dismissed the claims of all purchasers of Alstom securities made on exchanges outside of

the United States by Decision and Order dated September 13, 2010. On November 30, 2010, the

Court dismissed the Original Lead Plaintiffs State Universities Retirement System of Illinois,

Louisiana State Employees' Retirement System and West Virginia Investment Management Board,

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leaving only International Brotherhood of Electrical Workers, Local 269 as the only Lead Plaintiff

with surviving claims. Following further negotiations, the Parties reached an agreement-in-principle

to resolve the litigation on the grounds set forth herein.

II. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OFSETTLEMENT

Surviving Lead Plaintiff IBEW and Co-Lead Counsel believe that the surviving claims

asserted in the Consolidated Action have merit and that the evidence developed to date supports the

claims. However, Lead Plaintiff IBEW and Co-Lead Counsel recognize and acknowledge the

expense and length of continued proceedings necessary to prosecute the Consolidated Action against

the Defendants through trial and through appeals. Lead Plaintiff IBEW and Co-Lead Counsel also

have taken into account the uncertain outcome and the risk of any litigation, especially in complex

actions such as the Consolidated Action, as well as the risks posed by the difficulties and delays

inherent in such litigation. Lead Plaintiff IBEW and Co-Lead Counsel also are mindful of the

defenses to the securities law violations asserted in the Consolidated Action, as well as the current

procedural posture of the case. Lead Plaintiff IBEW and Co-Lead Counsel believe that the

Settlement set forth in the Stipulation confers substantial benefits upon the Class. Based on their

evaluation, Lead Plaintiff IBEW and Co-Lead Counsel have determined that the Settlement set forth

in the Stipulation is in the best interests of the Class.

III. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

The Defendants have denied and continue to deny each and all of the claims and contentions

alleged in the Consolidated Action. The Defendants expressly have denied and continue to deny all

charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or

omissions alleged, or that could have been alleged, in the Consolidated Action. The Defendants also

have denied and continue to deny, inter alia, the allegations that any of Defendants' public

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statements were deficient in any respect; that any plaintiff or Class Member has suffered damage; or

that the price of Alstom securities was artificially inflated by reason of alleged misrepresentations,

non-disclosures or omissions. Defendants assert that they are entering into the Settlement in order to

eliminate the burden, distractions, expense, time and uncertainty of further litigation.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the

Parties through their undersigned attorneys of record in this Consolidated Action, being fully

authorized to enter into this Settlement Agreement and subject to Court approval under Fed. R. Civ.

P. 23(e), in consideration of the benefits flowing to the Parties from the Settlement, each of the

Released Claims shall be finally and fully compromised, settled and released, and the Consolidated

Action shall be dismissed with prejudice, as to all Parties, upon and subject to the terms and

conditions of this Stipulation, as follows:

1. Definitions

As used in the Stipulation the following terms have the meanings specified below:

1.1 "Alstom" means Alstom SA and its past and current parents, subsidiaries, divisions,

affiliates, successors, and assigns.

1.2 "Authorized Claimant" means any Class Member who submits a timely and valid

Proof of Claim and Release form and whose claim for recovery has been allowed pursuant to the

terms of the Stipulation.

1.3 "Claims Administrator" means the firm of Gilardi & Co. LLC. The Defendants shall

have no involvement in the retention of the Claims Administrator or any other claims administrator.

1.4 "Class" means: all purchasers of Alstom American Depository Shares ("ADSs") on

the New York Stock Exchange during the Class Period, and U.S. residents who purchased Alstom

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ordinary shares on non-United States exchanges during the Class Period. Excluded from the Class

are Defendants, their officers and directors during the Class Period, the members of their immediate

families, and their respective representatives, heirs, successors or assigns, as well as any entity in

which Defendants have or had a controlling interest.

1.5 "Class Distribution Order" means an order entered by the Court authorizing and

directing that the Net Settlement Fund be distributed, in whole or in part, to Authorized Claimants.

1.6 "Class Member" means a Person who falls within the definition of the Class as set

forth in Tl A of this Stipulation.

1.7 "Class Period" means the period between August 3, 1999 through August 6, 2003,

inclusive.

1.8 "Co-Lead Counsel" means Robbins Geller Rudman & Dowd LLP, Mark Solomon,

Thomas E. Egler, Ellen Gusikoff Stewart, 655 West Broadway, Suite 1900, San Diego, CA 92101;

Bernstein Litowitz Berger & Grossmann LLP, William C. Fredericks, 1285 Avenue of the Americas,

38th Floor, New York, NY 10019; and Grant & Eisenhofer, P.A., Jay W. Eisenhofer, Geoffrey C.

Jarvis, 1201 North Market Street, Suite 2100, Wilmington, DE 19801.

1.9 "Defendants" means Alstom SA, Alstom USA, Inc., Alstom Transportation Inc.,

Pierre Bilger, Francois Newey, Stephan Rambaud-Measson and Joseph Janovec.

1. 10 "Defendants' Counsel" means the following: Hughes Hubbard & Reed LLP, Katten

Muchin Rosenman, LLP, and Steptoe & Johnson, LLP.

1.11 "Effective Date" means the first date by which all of the events and conditions

specified in ¶7.1 of the Stipulation have been met and have occurred, and on which the Settlement

described in this Stipulation shall become effective.

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1.12 "Escrow Agent" means Robbins Geller Rudman & Dowd LLP, Bernstein Litowitz

Berger & Grossmann LLP, Grant & Eisenhofer, P.A. and any of their respective successor(s).

1.13 "Final" means when the last of any of the following with respect to the Judgment

shall occur: (i) the expiration of the time to file a motion to alter or amend the Judgment under

Federal Rule of Civil Procedure 59(e) has passed without any such motion having been filed; (ii) the

expiration of the time in which to appeal the Judgment has passed without any appeal having been

taken; and (iii) if a motion to alter or amend is filed or if an appeal is taken, the determination of that

motion or appeal in such a manner as to permit the consummation of the Settlement, in accordance

with the terms and conditions of this Stipulation. For purposes of this paragraph, an "appeal" shall

include any petition for a writ of certiorari or other writ that may be filed in connection with

approval or disapproval of this Settlement, but shall not include any appeal which concerns only the

issue of attorneys' fees and expenses or any plan of allocation of the Settlement Fund.

1.14 "Insurers" means the insurance companies that issued directors' and officers'

insurance policies covering the claims asserted in the Consolidated Action, namely Chubb France

Compagnie d'Assurances, AIG Europe, XL Europe Ltd., AXA Corporate Solutions Assurance SA,

Zurich Insurance PLC, ACE European Group Limited, Houston Casualty Company Seguros and

Reseguros SA, Liberty Mutual Insurance Company (UK) Limited, Great Lakes Reinsurance (UK)

PLC, Division: Munich — American Risk Partners.

1.15 "Judgment" means the proposed final judgment and order of dismissal with prejudice

to be rendered by the Court upon approval of the Settlement, substantially in the form attached

hereto as Exhibit B.

1.16 "Lead Plaintiff' means the International Brotherhood of Electrical Workers, Local

269.

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1.17 "Person" means an individual, corporation, partnership, limited partnership,

association, joint stock company, estate, legal representative, trust, unincorporated association,

government or any political subdivision or agency thereof, and any business or legal entity and his,

her or its spouses, heirs, predecessors, successors, representatives, or assignees.

1.18 "Plaintiffs' Counsel" means any counsel who appeared on behalf of any plaintiff in

the Consolidated Action.

1.19 "Plan of Allocation," as further defined in the Notice of Pendency and Proposed

Settlement of Class Action, means a plan or formula of allocation of the Net Settlement Fund

whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses

of notice and administration of the Settlement, Taxes and Tax Expenses, and such attorneys' fees,

costs, expenses, and interest and other expenses as may be awarded by the Court. Any Plan of

Allocation is not part of the Stipulation and the Released Persons shall have no responsibility or

liability with respect thereto.

1.20 "Released Claims" means all rights, demands, claims, whether known or unknown

(including, but not limited to, "Unknown Claims"), and causes of action of every nature and

description, in law or equity, whether arising under federal, state, local, statutory or common law,

foreign law, or other law, rule or regulation, whether fixed or contingent, liquidated or un-liquidated,

matured or un-matured, accrued or unaccrued, that were asserted or could have been asserted in the

Securities Actions, the Consolidated Action or any other action or forum by Plaintiffs or Class

Members against the Released Persons including without limitation, all claims arising out of, or

relating to, directly or indirectly, in whole or in part, any of the claims, facts, circumstances, matters,

allegations, transactions, events, disclosures, statements, acts or omissions which were alleged ori

that could have been alleged in the Securities Actions or the Consolidated Action, and that relate to

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the purchase or acquisition of Alstom ADSs or Alstom ordinary shares during the Class Period by

any Class Members. Released Claims, however, do not include claims to enforce the Settlement.

With respect to Class Members who purchased Alstom ordinary shares on non-United States

exchanges, Released Claims include only claims or causes of actions arising under United States

(whether federal, state, local, statutory, common or other) law. For Class Members who purchased

Alstom ordinary shares on non-United States exchanges, Released Claims do not include claims or

causes of actions arising under non-United States law.

1.21 "Released Persons" means the Defendants, the Insurers, Alcatel SA, Marconi PLC,

Credit Suisse First Boston (Europe) Ltd., Soci6t6 G6n6rale, Merrill Lynch International, ABN

AMRO Rothschild, BNP Paribas SA, Credit Agricole Indosuez Lazard Capital Markets, Morgan

Stanley & Co. International Ltd., UBS A.G., Philippe Jaffre, Patrick Kron, James Milner, William

Purves, Klaus Esser, John Mayo, Lord George Simpson, Serge Tchuruk and Jean-Pierre Halbron,

and each and all of their respective present and former parents, subsidiaries, affiliates (as defined in

17 C.F.R. §210.1-02(b)), predecessors, successors, and assigns, and each and all of their present or

former general or limited partners and partnerships, joint venturers, directors, officers, principals,

employers, employees, shareholders, members, attorneys, insurers, reinsurers, accountants,

consultants, financial advisors, investment bankers, commercial bank lenders, agents,

representatives, associates, successors, spouses, personal representatives, executors, administrators,

successors, heirs and assignees of each of the foregoing.

1.22 "Settlement Amount" means Six Million Nine Hundred and Fifty Thousand Dollars

(US $6,950,000) in cash, to be paid by means of wire transfer to the Escrow Agent pursuant to ¶2.1

of this Stipulation.

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1.23 "Settlement Class" means the Class, excluding those Persons who submit timely and

valid requests for exclusion from the Class.

1.24 "Settlement Fund" means the Settlement Amount, together with all interest and

income earned thereon.

1.25 "Supplemental Settlement Agreement" means the confidential Supplemental

Settlement Agreement, dated April 8, 2011, by and among the Parties, providing certain additional

terms upon which Alstom may terminate the Stipulation.

1.26 "Unknown Claims" means any and all Released Claims which any Settlement Class

member (including Lead Plaintiff) does not know or suspect to exist in his, her or its favor at the

time of the release of the Released Persons which, if known by him, her or it, might have affected

his, her or its decision to enter into this settlement with and release of the Released Persons, or might

have affected his, her or its decision not to object to this Settlement. With respect to any and all

Released Claims, the Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff

shall expressly waive, and each Settlement Class member shall be deemed to have expressly waived,

by operation of the Judgment, to the fullest extent permitted by law any and all provisions, rights,

and benefits of California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or hersettlement with the debtor.

Lead Plaintiff shall expressly waive and each Class Member shall be deemed by operation of the

Judgment to have expressly waived, any and all provisions, rights, and benefits conferred by any law

of any state or territory of the United States, or principle of common law or international or foreign

law, which is similar, comparable, or equivalent to California Civil Code § 1542. It is understood

that the Lead Plaintiff and the Settlement Class members may hereafter discover facts in addition to

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or different from those which he, she or it now knows or believes to be true with respect to the

subject matter of the Released Claims, but Lead Plaintiff shall expressly fully, finally and forever

settle and release, and each Settlement Class member, shall be deemed by operation of the Judgment

to have, fully, finally, and forever settled and released, upon the occurrence of the Effective Date,

any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent or

non-contingent, and whether or not concealed or hidden, which now exist, or heretofore have

existed, upon any theory of law or equity now existing or may come into existence in the future,

including, but not limited to, conduct that is negligent, grossly negligent, reckless, intentional, with

or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or

existence of such different or additional facts. The Parties acknowledge, and the Settlement Class

members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing

waiver was separately bargained for and a key element of the Settlement of which this release is a

per•

2. The Settlement

a. The Settlement Fund

2.1 In consideration of the settlement of the Released Claims against the Defendants,

Alstom and/or its insurer shall cause the payment of the Settlement Amount to be transferred to the

Escrow Agent within ten (10) business days following entry of an Order preliminarily approving the

Settlement. These funds, together with any interest and income earned thereon, shall constitute the

Settlement Fund. Upon deposit of the Settlement Amount, a sum not to exceed Five Hundred

Thousand Dollars ($500,000) shall be allocated for the express purposes of providing notice to the

Class and to administer the Settlement (the "Notice and Administration Fund") pursuant to the terms

of the Notice Order, and unspent funds shall be returned to the Settlement Fund. Funds may be

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disbursed from the Notice and Administration Fund for these purposes without further approval of

Defendants or the Court. The Notice and Administration Fund shall be administered by the Escrow

Agent as part of the Settlement Fund. Upon the Effective Date, Co-Lead Counsel, without further

approval of Defendants or the Court, may pay from the Settlement Fund any notice and

administration costs associated with the administration of the Settlement, the processing of submitted

claims, and distribution of the Net Settlement Fund to Authorized Claimants in excess of the Notice

and Administration Fund.

2.2 In order to facilitate the timely payment of the principal amount by Alstom (or on

behalf of Alstom), Co-Lead Counsel shall provide to Alstom complete payment instructions for

making said payment by wire, including any necessary tax forms and/or other information, as soon

as practicable after the execution of the Stipulation.

b. The Escrow Agent

2.3 The Escrow Agent shall invest the Settlement Fund deposited pursuant to T2.1 hereof

in United States Treasury Bills (or a mutual fund invested solely in such instrument) and shall collect

and reinvest all interest accrued thereon. Any funds held in the Settlement Fund in an amount of less

than $100,000 may be invested in money market mutual funds comprised exclusively of investments

secured by the full faith and credit of the United States Government or fully insured by the United

States. All risks related to the investment of the Settlement Fund shall be borne by the Settlement

Fund and not by any of the Defendants.

2.4 The Escrow Agent shall not disburse the Settlement Fund except (a) in order to pay

up to $500,000 for notice and administration costs pursuant to ¶2.1, (b) as provided in the

Stipulation, (c) as provided in the Plan of Allocation, (d) by an order of the Court, or (e) with the

written agreement of counsel for the Parties.

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2.5 Subject to further order(s) and/or directions as may be made by the Court, or as

provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are

consistent with the terms of the Stipulation. The Parties shall have no responsibility for, interest in,

or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed

by the Escrow Agent.

2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia

legis of the Court, and shall remain subject to the Court's jurisdiction, until such time as such funds

shall be distributed pursuant to the Stipulation and/or further Court order(s).

2.7 Prior to the Effective Date, Defendants' Counsel shall have access to all records of

the escrow account, and upon request made to the Escrow Agent, shall receive copies of all records

of disbursements, deposits and statements of accounts.

C. Taxes

2.8 Qualified Settlement Fund

(a) The Parties agree to treat the Settlement Fund as being at all times a

"Qualified Settlement Fund" within the meaning of Treasury Regulation § 1.46813-1. In addition, the

Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions

of this T2.8, including the "relation-back election" (as defined in Treasury Regulation § 1.46813-1)

back to the earliest permitted date. Such elections shall be made in compliance with the procedures

and requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to

timely and properly prepare and deliver the necessary documentation for signature by all necessary

parties, and thereafter to cause the appropriate filing to occur.

(b) For the purpose of §46813 of the Internal Revenue Code of 1986, as amended,

and the regulations promulgated thereunder, the "administrator" shall be the Escrow Agent. Co-

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Lead Counsel shall timely and properly file all informational and other tax returns necessary or

advisable with respect to the Settlement Fund (including, without limitation, the returns described in

Treasury Regulation §1.468B-2(k)). Such returns (as well as the election described in ¶2.8(a)

hereof) shall be consistent with this ¶2.8 and in all events shall reflect that all Taxes (including any

estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid

out of the Settlement Fund as provided in ¶2.8(c) hereof.

(c) All (i) Taxes (including any estimated Taxes, interest, or penalties) arising

with respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that

may be imposed upon the Parties or their counsel with respect to any income earned by the

Settlement Fund for any period during which the Settlement Fund does not qualify as a "Qualified

Settlement Fund" for federal or state income tax purposes ("Taxes"), and (ii) expenses and costs

incurred in connection with the operation and implementation of this ¶2.8 (including, without

limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and

expenses relating to filing (or failing to file) the returns described in this ¶2.8) ("Tax Expenses"),

shall be paid out of the Settlement Fund; in all events the Parties and their counsel shall have no

liability or responsibility for the Taxes or the Tax Expenses. The Settlement Fund shall indemnify

and hold each of the Released Persons and their counsel harmless for Taxes and Tax Expenses

(including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes

and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement

Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior order

from the Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the

contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such

amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well

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as any amounts that may be required to be withheld under Treasury Regulation § 1.468B-2(1)(2));

neither the Defendants nor their counsel are responsible nor shall they have any liability therefor.

The Parties hereto agree to cooperate with the Escrow Agent, each other, and their tax attorneys and

accountants to the extent reasonably necessary to carry out the provisions of this ¶2.8.

(d) For the purpose of this T2.8, references to the Settlement Fund shall include

both the Settlement Fund and any earnings thereon.

d. Termination of Settlement

2.9 In the event that the Stipulation is not approved or the Stipulation is terminated,

canceled, or fails to become effective for any reason, the Settlement Fund (including accrued

interest) less expenses actually incurred or due and owing for notice and administrative costs

pursuant to ¶2.1 or ¶2.8, shall be refunded to Defendants pursuant to written instructions from

Alstom's counsel.

3. Notice Order and Settlement Hearing

3.1 Promptly after execution of the Stipulation, the Parties shall submit the Stipulation

together with its exhibits (the "Exhibits") to the Court and shall apply for entry of an order (the

"Notice Order"), substantially in the form of Exhibit A attached hereto, requesting, inter alia, the

preliminary approval of the Settlement set forth in the Stipulation, and approval of the mailing of a

settlement notice (the "Notice") and publication of a summary notice (the "Summary Notice"), in the

forms of Exhibits A-1 and A-3 attached hereto. The Notice shall include the general terms of the

Settlement set forth in the Stipulation, the proposed Plan of Allocation, the general terms of the

Expense Application, and the date of the Settlement Hearing.

3.2 Co-Lead Counsel shall request that after notice is given to the Class, the Court hold a

hearing (the "Settlement Hearing") and approve the Settlement of the Consolidated Action as set

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forth herein. At or after the Settlement Hearing, Co-Lead Counsel also shall request that the Court

approve the proposed Plan of Allocation and the Expense Application.

4. Releases and Covenant Not to Sue

4.1 The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Consolidated Action and any and all Released Claims against any and all Released

Persons.

4.2 Upon the Effective Date, Lead Plaintiff and each of the Settlement Class members, on

behalf of themselves and each of their past or present officers, directors, shareholders, employees,

agents, representatives, general or limited partners, managers, members, affiliates, parents,

subsidiaries, heirs, executors, administrators, predecessors, agents, representatives, successors and

assigns, and any Persons they represent, shall be deemed to have, and by operation of the Judgment

shall have, fully, finally, and forever released, relinquished, and discharged against the Released

Persons (whether or not such Settlement Class members execute and deliver the Proof of Claim and

Release forms) all Released Claims (including Unknown Claims), as well as any other claims arising

out of, relating to, or in connection with the defense, settlement, or resolution of the Consolidated

Action or the Released Claims.

4.3 Upon the Effective Date, Lead Plaintiff and each Settlement Class member, together

with their respective predecessors, successors, agents, representatives, attorneys and affiliates, and

the heirs, executors, administrators, successors and assigns of each of them, directly or indirectly,

individually, derivatively, representatively, or in any other capacity, shall be permanently barred and

enjoined from the assertion, institution, maintenance, prosecution, or enforcement against

Defendants, or any other Released Persons, in any state, federal or foreign court or arbitral forum, of

any and all Released Claims (including Unknown Claims), as well as any other claims arising out of,

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relating to, or in connection with, the defense, settlement, or resolution of the Consolidated Action or

the Released Claims.

4.4 The Proof of Claim and Release form to be executed by Class Members shall release

all Released Claims against the Released Persons, and shall be in the form contained in Exhibit A-2

attached hereto.

4.5 Upon the Effective Date, each of the Released Persons, on behalf of themselves and

their predecessors, successors, agents, legal representatives, heirs, executors, administrators, and

assigns shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and

forever released, relinquished, and discharged each and all of the current or former Lead Plaintiffs,

Class members, and Plaintiffs' Counsel (including specifically Co-Lead Counsel) from all claims5

(including Unknown Claims) arising out of, relating to, or in connection with, the institution,

prosecution, assertion, settlement, or resolution of the Consolidated Action or the Released Claims;

provided, however, any claim arising out of the violation or breach of this Stipulation is excepted.

4.6 Upon the Effective Date, each Defendant shall release and forever discharge, and

shall forever be enjoined from prosecuting against each of the other Defendants, any claim

(including Unknown Claims) accrued or unaccrued, arising from, related to, or in connection with

any acts, transactions or occurrences alleged or that could have been alleged in the Consolidated

Action, including without limitation claims for indemnification, contribution or reimbursement of

amounts paid in settlement or defense costs (however denominated) arising under the federal

securities laws, state law or common law. However, notwithstanding the foregoing sentence or any

other provision in this Stipulation to the contrary, the effectiveness and validity of the remaining

Stipulation and Settlement as between (a) Lead Plaintiff, on behalf of itself and the Class and (b)

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Defendants shall be unaffected by any action of the district court that sustains an objection to this

section 4.6, or by any action of any appellate court sustaining such objection on appeal.

4.7 The Parties agree and covenant not to file or pursue any Released Claim against any

other Party or Parties between the date of this Stipulation and the Effective Date. The Parties agree

that, if the Settlement does not become Final, the period of time between the date of this Stipulation

and the termination or cancellation shall not be counted for purposes of any claim or defense based

on passage of time.

5. Administration and Calculation of Claims, Final Awards, andSupervision and Distribution of the Settlement Fund

5.1 The Claims Administrator shall provide notice of the Settlement to the Class and

administer the Settlement under the supervision of Co-Lead Counsel and subject to the jurisdiction

of the Court. Defendants and Defendants' counsel shall cooperate in the notice and administration

of the Settlement to the extent reasonably necessary to effectuate the terms of this Stipulation.

5.2 Within five (5) business days of the Court's entry of the order granting preliminary

approval of this Settlement, substantially in the form of Exhibit A, Alstom shall cause its transfer

agent or depository trustee to provide to the Claims Administrator or to Co-Lead Counsel, in a

computer-readable format, the last known names and addresses of all Class Members. Alstom shall

bear its own expense of providing such names and addresses. With respect to incremental third party

costs (i.e., costs beyond those that would otherwise would have had to have been incurred in

connection with providing notice solely to purchasers of Alstom ADRs on U.S. exchanges)

reasonably incurred by the Claims Administrator in connection with acquiring the addresses of, and

providing individual notice in accordance with the Court's orders to, Class members who are U.S.

residents but who did not purchase Alstom ADRs on a U.S. exchange, Alstom shall bear all such

costs to the extent that they exceed $50,000 and do not exceed $100,000 and shall bear 50% of such

-17-620000_1


costs that exceed $100,000. Lead Plaintiff and Co-Lead Counsel agree that Alstom's shareholder

lists will not be used for any purposes other than providing notice to the Class as provided in this

paragraph and will otherwise not be disclosed to any other Persons. Alstom shall have no liability to

the Class with respect to the provision of such shareholder lists.

5.3 Subject to the entry by the Court of the Preliminary Approval Order, within fifteen

(15) business days of entry of the Preliminary Approval Order, the Claims Administrator will cause

to be mailed to all shareholders of record identified by Alstom's transfer agent or depository trustee,

the Notice and Proof of Claim and Release form, and shall post the Notice and Proof of Claim on the

Claims Administrator's website. The Summary Notice, substantially in the form of Exhibit A-3

attached hereto, will also be published once in the national edition of Investor's Business Daily and

once over the BusinessWire. The cost of providing such notice shall be paid out of the Settlement

Fund.

5.4 The Settlement Fund shall be applied as follows:

(a) to pay Co-Lead Counsel's expenses (the "Expense Award"), if and to the

extent awarded by the Court;

(b) to pay all the costs and fees reasonably and actually incurred in connection

with the notice and administration of the Settlement, including, without limitation, the costs and fees

associated with locating Class Members, providing notice to Class Members, assisting with the filing

of Proof of Claim forms, processing Proof of Claim forms, administering and distributing the Net

Settlement Fund to Authorized Claimants, and paying escrow fees and costs, if any;

(c) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; and

-18-620000_1


(d) to distribute the remaining balance of the Settlement Fund (the "Net

Settlement Fund") to Authorized Claimants pursuant to the terms of this Stipulation, and the Plan of

Allocation, and subject to the approval of the Court.

5.5 Co-Lead Counsel will apply to the Court, on notice to Defendants' Counsel, for entry

of a Class Distribution Order approving the Claims Administrator's administrative determinations

concerning the acceptance and rejection of the Proofs of Claim submitted herein and approving any

fees and expenses not previously applied for, including the fees and expenses of the Claims

Administrator, and, if the Effective Date has occurred, directing payment of the Net Settlement

Fund, in whole or in part, to Authorized Claimants.

5.6 Within ninety (90) calendar days after the mailing of the Notice or such other time as

may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to

submit to the Claims Administrator a completed Proof of Claim and Release, substantially in the

form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such

documents as are specified in the Proof of Claim and Release and as are reasonably available to such

Person.

5.7 The Plan of Allocation proposed in the Notice is not a necessary term of this

Stipulation and it is not a condition of this Stipulation that any particular plan of allocation be

approved by the Court. Lead Plaintiff and Co-Lead Counsel may not cancel or terminate the

Stipulation or the Settlement based on this Court's or any court's ruling with respect to the Plan of

Allocation or any plan of allocation in this Consolidated Action. No Defendant, nor any other

Released Person, shall have any involvement in or responsibility or liability whatsoever for the plan

of allocation or the allocation of the Net Settlement Fund.

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5.8 Any Class Member who does not submit a valid Proof of Claim will not be entitled to

receive any distribution from the Net Settlement Fund but will otherwise be bound by all of the

terms of this Stipulation and Settlement, including the terms of the Judgment to be entered in the

Consolidated Action and the releases provided for herein, and will be permanently barred and

enjoined from bringing any action, claim, or other proceeding of any kind against any Released

Person concerning any Released Claim.

5.9 Co-Lead Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Net Settlement Fund. No Defendant, nor any other Released

Person, shall have any liability, obligation or responsibility whatsoever for the administration of the

Settlement or disbursement of the Net Settlement Fund, except for the Defendants' obligation to pay,

or cause to be paid, the Settlement Amount pursuant to ¶2.1 hereof, and Alstom's obligation to

provide its shareholder records pursuant to ¶5.2 hereof. No Defendant, nor any other Released

Person, shall be permitted to review, contest or object to any Proof of Claim or any decision of the

Claims Administrator or Co-Lead Counsel with respect to accepting or rejecting any Proof of Claim

or any other claim for payment submitted by a Class Member. Co-Lead Counsel shall have the right,

but not the obligation, to waive what they deem to be formal or technical defects in any Proof of

Claim submitted in the interests of achieving substantial justice.

5.10 For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an Authorized Claimant, the following conditions will apply:

(a) Each Class Member shall be required to submit a Proof of Claim, substantially

in the form attached hereto as Exhibit A-2, supported by such documents as are designated therein,

or such other documents or proof as the Claims Administrator or Co-Lead Counsel, in their

discretion, may deem acceptable;

-20-620000_1


(b) All Proofs of Claim must be submitted by the date set by the Court in the

Preliminary Approval Order and specified in the Notice, unless such deadline is extended by Order

of the Court. Any Class Member who fails to submit a Proof of Claim by such date shall be forever

barred from receiving any distribution from the Net Settlement Fund or payment pursuant to this

Stipulation (unless, by Order of the Court, late-filed Proofs of Claim are accepted), but shall in all

other respects be bound by all of the terms of this Stipulation and the Settlement, including the terms

of the Judgment and the releases provided for herein, and will be permanently barred and enjoined

from bringing any action, claim or other proceeding of any kind against any Released Person

concerning any Released Claim; provided that it is received before the motion for the Class

Distribution Order is filed, a Proof of Claim shall be deemed to be submitted when mailed, if

received with a postmark indicated on the envelope and if mailed by first-class or overnight U.S.

Mail and addressed in accordance with the instructions thereon. In all other cases, the Proof of

Claim shall be deemed to have been submitted when actually received by the Claims Administrator.

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, under the supervision of Co-Lead Counsel, who shall determine in accordance with

this Stipulation the extent, if any, to which each Claim shall be allowed, subject to review by the

Court pursuant to subparagraph (e) below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejecting a claim in whole or in part, the Claims Administrator shall communicate

with the Claimant in writing to give the Claimant the chance to remedy any curable deficiencies in

the Proof of Claim submitted. The Claims Administrator, under supervision of Co-Lead Counsel,

shall notify, in a timely fashion and in writing, all Claimants whose claim the Claims Administrator

proposes to reject in whole or in part, setting forth the reasons therefore, and shall indicate in such

-21-620000 1


notice that the Claimant whose claim is to be rejected has the right to a review by the Court if the

Claimant so desires and complies with the requirements of subparagraph (e) below;

(e) If any Claimant whose claim has been rejected in whole or in part desires to

contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of the

notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and

statement of reasons indicating the Claimant's grounds for contesting the rejection along with any

supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a

claim cannot be otherwise resolved, Co-Lead Counsel shall thereafter present the request for review

to the Court; and

(f) The administrative determinations of the Claims Administrator accepting and

rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, for approval by

the Court in the Class Distribution Order.

5.11 Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with

respect to the Claimant's claim, and the claim will be subject to investigation and discovery under

the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited

to that Claimant's status as a Class Member and the validity and amount of the Claimant's claim.

No discovery shall be allowed on the merits of this Consolidated Action or this Settlement in

connection with the processing of Proof of Claim.

5.12 Payment pursuant to the plan of allocation approved by the Court and the Class

Distribution Order shall be final and conclusive against all Settlement Class members. All

Settlement Class members whose claims are not approved by the Court shall be barred from

participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of

the terms of this Stipulation and the Settlement, including the terms of the Judgment to be entered in

-22-620000_1


this Consolidated Action and the releases provided for therein, and will be permanently barred and

enjoined from bringing any action against any and all Released Persons concerning any and all of the

Released Claims.

5.13 No person or entity shall have any claim against Lead Plaintiff, Escrow Agent, Co-

Lead Counsel, Defendants, Defendants' Counsel, the Claims Administrator or any other agent

designated by Co-Lead Counsel arising from distributions made substantially in accordance with the

Stipulation, the plan of allocation or any other order of the Court.

5.14 Lead Plaintiff, Co-Lead Counsel, Defendants, Defendants' Counsel, Lead Plaintiffs'

damages expert, and all other Released Persons shall have no liability whatsoever for the investment

or distribution of the Settlement Fund, the Net Settlement Fund, the plan of allocation, or the

determination, administration, calculation, or payment of any claim or nonperformance of the Claims

Administrator, the payment or withholding of taxes owed by the Settlement Fund, or any losses

incurred in connection therewith.

5.15 All proceedings with respect to the administration, processing and determination of

Proofs of Claim and the determination of all controversies relating thereto, including disputed

questions of law and fact with respect to the validity of Proofs of Claim, shall be subject to the

jurisdiction of the Court.

5.16 Defendants shall not have a reversionary interest in the Net Settlement Fund. If there

is any balance remaining in the Net Settlement Fund after six (6) months from the date of

distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or

otherwise), any such balance shall be distributed to an Internal Revenue Code Section 501(c)(3)

charity designated by Co-Lead Counsel and unaffiliated with Defendants, Defendants' affiliates,

Lead Plaintiff, or Plaintiffs' Counsel.

-23-620000_1


6. Co-Lead Counsel's Expenses

6.1 Co-Lead Counsel may submit an application or applications (the "Expense

Application") for distributions from the Settlement Fund for expenses incurred in connection with

prosecuting the Consolidated Action. The Defendants will take no position with regard to the

Expense Application. Neither Co-Lead Counsel nor any Class Member shall be entitled to terminate

the Stipulation if the Court disapproves of or modifies the terms of this Stipulation with respect to

expenses or the distribution of the Net Settlement Fund.

6.2 The expenses and costs, including the reimbursement of fees of Plaintiffs' experts and

consultants, as awarded by the Court, shall be paid to Co-Lead Counsel from the Settlement Fund, as

ordered, immediately after the Court enters an order approving the Settlement and awarding such

expenses. This provision shall apply notwithstanding timely objections to, potential for appeal from

or collateral attack on the Settlement. Defendants shall have no obligation to make any payment

other than as provided in funding the Settlement Fund. In the event that the judgment or the order

awarding such expenses paid to Co-Lead Counsel pursuant to ¶6.1 is reversed or modified, or if the

Settlement is cancelled or terminated for any reason, then Co-Lead Counsel shall, in an amount

consistent with such reversal or modification, refund such expense, and/or costs to the Settlement

Fund, plus interest thereon at the same rate as earned on the Settlement Fund, within twenty (20)

business days from receiving notice from Defendants' Counsel or from a court of appropriate

jurisdiction.

6.3 The procedure for and the allowance or disallowance by the Court of the Expense

Application, to be paid out of the Settlement Fund, are not part of the Settlement set forth in the

Stipulation, and any order or proceeding relating to the Expense Application, or any appeal from any

order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the

-24-620000_1


Stipulation, or affect or delay the Effective Date or the finality of the Judgment approving the

Stipulation and the Settlement of the Consolidated Action.

6.4 Defendants shall have no responsibility for any payment of expenses to Co-Lead

Counsel or any Settlement Class member's counsel over and above payment of the Settlement Fund.

6.5 Neither Defendants nor any of the Released Persons shall have any responsibility for

the allocation among Co-Lead Counsel of any Expense Award that the Court may make in the

Action.

7. Conditions of Settlement, Effect of Disapproval, Cancellation, orTermination

7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all of

the following events:

(a) Alstom or its insurers, on behalf of Defendants, have deposited the Settlement

Fund with the Escrow Agent;

(b) the Defendants have not exercised their option to terminate the Stipulation

pursuant to ¶7.3 hereof,

(c) the Court has entered the Notice Order, as required by ¶3.1 hereof,

(d) the Court has entered the Judgment that, inter alia, dismisses with prejudice

the Consolidated Action as set forth above; and

(e) the Judgment has become Final, as defined in ¶1.13 hereof.

7.2 This is not a claims-made settlement. Upon the occurrence of all of the events

referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the

Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions

specified in ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to

-25-620000_1


¶7.4 hereof unless Co-Lead Counsel and Defendants' Counsel mutually agree in writing to proceed

with the Settlement.

7.3 If prior to the Settlement Hearing, the aggregate number of shares of Alstom ADSs

purchased by Persons who would otherwise be members of the Settlement Class, but who request

exclusion from that Class, exceeds the sum specified in the Supplemental Settlement Agreement,

Defendants shall have the option (which option shall be exercised by Alstom SA on behalf of all

Defendants in its sole discretion) to terminate this Stipulation in accordance with the procedures set

forth in the Supplemental Settlement Agreement. If the Court requires that the Supplement

Agreement be filed, it shall be filed under seal with the Court.

7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or

be canceled, or shall not become effective for any reason, within five (5) business days after written

notification of such event is sent by Defendants' Counsel or Co-Lead Counsel to the Escrow Agent,

the Settlement Fund (including accrued interest), less expenses which have either been incurred or

disbursed for notice and administration costs pursuant to ¶2.1, or pursuant to ¶2.8 hereof, shall be

refunded to Alstom and its insurers pursuant to written instructions from Alstom's counsel. At the

request of Defendants' Counsel, the Escrow Agent or its designees shall apply for any tax refund

owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in

connection with such application(s) for refund, at the written direction of counsel to the Defendants.

7.5 In the event that the Stipulation is not approved by the Court or the Settlement set

forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the

Parties shall be restored to their respective positions in the Consolidated Action as of January 26,

2011 and shall be required to present an amended schedule to the Court. In such event, the terms

and provisions of the Stipulation, with the exception of TTL1 -1.26, 2.5, 2.8-2.9, 6.2, 7.4-7.5, 8.1

-26-620000_1


and 9.2 hereof, shall have no further force and effect with respect to the Parties and shall not be used

in this Consolidated Action or in any other proceeding for any purpose, and any Judgment or order

entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc

pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court

concerning the Plan of Allocation or the amount of any attorneys' costs and expenses awarded by the

Court to Co-Lead Counsel shall constitute grounds for cancellation or termination of the Stipulation.

8. No Admission of Wrongdoing

8.1 This Stipulation, whether or not consummated, and any act performed or document

executed pursuant to or in furtherance of the Stipulation or the Settlement or any negotiation,

discussion or proceedings in connection with this Stipulation or the Settlement:

(a) does not constitute and shall not be offered against any or all Released Parties

for any reason including, without limitation, as evidence of or construed as or deemed to be evidence

of any presumption, concession, or admission by any or all Released Parties with respect to the truth

of any fact alleged by Lead Plaintiff and the Class or the validity of any claim that had been or could

have been asserted in the Consolidated Action or in any litigation concerning the Released Claims,

or the deficiency of any defense that has been or could have been asserted in the Consolidated

Action or in any litigation, or of any liability, negligence, fault, or wrongdoing of any or all Released

Parties with respect to the Released Claims;

(b) does not constitute and shall not be offered against any or all Released Parties

as evidence of or construed as or deemed evidence of a presumption, concession or admission of any

fault, misrepresentation or omission with respect to any statement or written document approved or

made by any or all Released Parties, or against Lead Plaintiff and the Class as evidence of any

infirmity in their claims;

-27-620000_1


(c) does not constitute and shall not be offered against any or all Released Persons

as evidence of or construed as or deemed evidence of a presumption, concession or admission with

respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other

reason as against any of the Parties to this Stipulation, in any other civil, criminal or administrative

action or proceeding (including, but not limited to, any formal or informal investigation or inquiry by

the SEC or any other state or federal governmental or regulatory agency), other than such

proceedings as may be necessary to effectuate the provisions of this Stipulation; provided, however,

that if this Stipulation is approved by the Court, any or all Released Persons may refer to it to

effectuate the liability protection granted them hereunder;

(d) does not constitute and shall not be offered or construed against any or all

Released Persons as an admission or concession that the consideration to be given hereunder

represents the amount which could be or would have been recovered after trial; and

(e) does not constitute and shall not be offered or construed as an admission,

concession or presumption against Lead Plaintiff or the Class or any of them that any of their claims

are without merit or that damages recoverable under the Complaint would not have exceeded the

Settlement Fund. Any or all Released Persons may file the Stipulation and/or the Judgment in any

other action or proceeding that may be brought against any or all of them in support of a defense or

counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement,

judgment, bar or reduction, or any theory of claim preclusion or issue preclusion or similar defense

or counterclaim. Lead Plaintiff understands, acknowledges and agrees that the Released Persons

have denied and continue to deny each and all claims of alleged wrongdoing.

8.2 The Parties to this Stipulation intend the Settlement to be a final and complete

resolution of all disputes asserted or that could be or could have been asserted by Lead Plaintiff, the

-28-620000_1


Class or Lead Counsel against any or all Defendants, Defendants' Counsel and/or Released Persons

with respect to the Released Claims. Accordingly, the Parties and the Settlement Class agree not to

assert in any forum that the Consolidated Action was brought by Lead Plaintiff or defended by

Defendants in bad faith or without a reasonable basis. The Parties shall assert no claims of any

violation of Fed. R. Civ. P. 11 relating to the prosecution, defense, or settlement of the Consolidated

Action. The Parties agree that the Judgment shall contain a finding that, during the course of the

Consolidated Action, the Parties and their respective counsel at all times complied with the

requirements of Fed. R. Civ. P. 11. The Parties agree that the amount paid and the other Settlement

terms were negotiated at arm's length in good faith by the Parties, and reflect a settlement that was

reached voluntarily after consultation with experienced legal counsel.

9. Miscellaneous Provisions

9.1 The Parties (a) acknowledge that it is their intent to consummate this Stipulation; and

(b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and

conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and

conditions of the Stipulation.

9.2 All agreements made and orders entered during the course of the Consolidated Action

relating to the confidentiality of information, including without limitation the Stipulation and Agreed

Confidentiality Order filed with the Court on December 9, 2008 shall survive this Stipulation and the

Settlement.

9.3 All of the Exhibits to the Stipulation are material and integral parts hereof and are

fully incorporated herein by this reference.

9.4 The Stipulation may be amended or modified only by a written instrument signed by

or on behalf of all Parties or their respective successors-in-interest.

-29-620000_1


9.5 The Stipulation and the Exhibits attached (together with the Supplemental Settlement

Agreement referred to in ¶7.3) hereto constitute the entire agreement among the Parties concerning

the Settlement of the Consolidated Action, and supersede any prior agreements or understandings

between the Parties with respect to the Settlement. No representations, warranties, or inducements

have been made to any Party concerning the Stipulation or its Exhibits other than the representations,

warranties, and covenants contained and memorialized in such documents.

9.6 Except as otherwise provided herein, each Party shall bear its own costs.

9.7 Neither the Settlement Class members nor the Defendants shall be bound by the

Stipulation if the Court modifies material terms thereof, provided, however, that it shall not be a

basis for any Party to terminate the Settlement if the Court modifies any proposed Plan of Allocation

or criteria for allocation of the Settlement Fund amongst Settlement Class members, or the Plan of

Allocation is modified on appeal. Nor shall it be a basis to terminate the Stipulation if the Court

disapproves of or modifies the terms of this Stipulation with respect to attorneys' expenses or the

distribution of the Net Settlement Fund. Notwithstanding any such modification of the terms or Plan

of Allocation or the Stipulation with respect to attorneys' expenses, Defendants shall be entitled to

all benefits of the Settlement and shall not, under any circumstances, be called upon to contribute

additional funds to the Settlement Fund.

9.8 Co-Lead Counsel, on behalf of the Class, are expressly authorized by the Lead

Plaintiffs to take all appropriate action required or permitted to be taken by the Class pursuant to the

Stipulation to effectuate its terms and also are expressly authorized to enter into any modifications or

amendments to the Stipulation on behalf of the Class which they deem appropriate.

9.9 Each counsel and any other Person executing the Stipulation or any of its Exhibits, or

any related settlement documents on behalf of any Parry hereby warrants that such Person has the

-30-620000_1


full authority to do so and that such Person has the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms.

9.10 The Stipulation may be executed in one or more counterparts, including by signature

transmitted by facsimile or by email in PDF format. All executed counterparts and each of them

shall be deemed to be one and the same instrument. No Parry shall raise the use of facsimile or

email to deliver or transmit a signature as a defense to the formation or enforceability of this

Stipulation, and each such Party forever waives any such defense. A complete set of executed

counterparts shall be filed with the Court.

9.11 The Stipulation shall be binding upon, and inure to the benefit of, the heirs,

successors, and assigns of the Parties and the Released Persons. There are no third-party

beneficiaries to this Stipulation, except to the extent referenced herein.

9.12 The waiver by one Party of any breach of this Stipulation by any other Party shall not

be deemed a waiver of any other prior or subsequent breach of this Stipulation.

9.13 The Court shall retain jurisdiction with respect to implementation and enforcement of

the terms of the Stipulation, and all Parties hereto submit to the jurisdiction of the Court for purposes

of implementing and enforcing the Settlement embodied in the Stipulation.

9.14 Pending approval of the Court of the Stipulation and its Exhibits, all proceedings in

this Consolidated Action shall be stayed and all members of the Class shall be barred and enjoined

from prosecuting any of the Released Claims against any of the Released Persons.

9.15 This Stipulation and the Exhibits hereto (together with the Supplemental Settlement

Agreement) shall be considered to have been negotiated, executed and delivered, and to be wholly

performed, in the State of New York, and the rights and obligations of the parties to the Stipulation

-31-620000 1


shall be construed and enforced in accordance with, and governed by, the internal, substantive laws

of the State of New York without giving effect to that State's choice-of-law principles.

9.16 The Parties acknowledge, represent and warrant to each other that the mutual releases

and payments hereunder are adequate consideration for the consideration given.

9.17 This Stipulation shall not be construed more strictly against one Party than another

merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of

-32-620000_1


the Parties, it being recognized that it is the result of arm's length negotiations between the Parties,

and all Parties have contributed substantially and materially to the preparation of this Stipulation.

IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by

their duly authorized attorneys, dated April 8, 2011.

BERNSTEIN LITOWITZ BERGER GRANT & EISENHOFER, P.A. ROBBINS GELLER RUDMAN& GROSSMANN LLP JAY W. EISENHOFER & DOWD LLP

WILLIAM C. FREDERICKS (WF-1576) GEOFFREY C. JARVIS MARK SOLOMONJAI K. CHANDRASEKHAR (JC-3789) C RISTINE MACKINTOSH THOMAS E . R

ELL GU OFF STEWART

'WILLIAM C. FRED CKS GEC C. J •4ISELF SI O STEWART

1285 Avenue of the Americas, 38th Floor 1201 North Market Street, Suite 2100New York, NY 10019 Wilmington, DE 19801-2599 655 West Broadway, Suite 1900Telephone: 212/554-1400 Telephone: 302/622-7000 San Diego, CA 92101212/554-1444 (fax) 302/622-7100 (fax) Telephone: 619/231-1058

619/231-7423 (fax)

CO LEAD COUNSEL FOR LEAD PLAINTIFF AND THE CLASS

HUGHES, HUBBARD KATTEN MUCHIN ROSENMAN STEPTOE & JOHNSON& REED LLP LLP LLP

KEVIN T. ABIKOFF PAMELA G. SMITH MICHAEL C. MILLERGREGORY M. WILLIAMS EVAN GLASSMAN

KEVIN T. ABIKOFF PAMELA G. SMITHMICHAEL C, MILLER

1775 1 Street, N.W. 525 West Monroe Street, Suite 1600

Washington, DC 20006-2401 Chicago, IL 60661 750 Seventh Avenue

Telephone: 202/721-4600 Telephone: 312/902-5442 New York, NY 10019Telephone: 212/506-3900202/721-4646 (fax)212/506-3950 (fax)

COUNSEL FOR DEFENDANTS

-32-




IN WI"1NESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by


BERNSTEIN LITOWITZ BERGER GRANT & EISENHOFER, P.A. ROBBINS GELLER RUDMAN& GROSSMANN LLP JAY W. EISENHOFER & DOWD LLPWILLIAM C. FREDERICKS (WF-1576) GEOFFREY C. JARVIS MARK SOLOMONJAI K. CHANDRASEKHAR (JC-3789) CHRISTINE MACKINTOSH THOMAS E. EGLER

ELLEN GUSIKOFF STEWART

WILLIAM C. FREDERICKS GEOFFREY C. JARVIS

1285 Avenue of the Americas, 38th FIoor 1201 North Market Street, Suite 2100 ELLEN GUSIKOFF STEWART

New York, NY 10019 Wilmington, DE 19801-2599 655 West Broadway, Suite 1900Telephone: 212/554-1400 Telephone: 302/622-7000 San Diego, CA 92101212/554-1444 (fax) 302/622-7100 (fax) Telephone: 619/231-1058619/231-7423 (fax)


HUGHES, HUBBARD KATTEN MUCHIN ROSENMAN STEPTOE & JOHNSON& REED LLP LLP LLPKEVIN T. ABIKOFF PAMELA G. SMITH MICHAEL C. MILLERGREGORY M. WILLIAMS EVAN GLASSMAN

KEVIN T. ABIKOFF PAMELA G. SMITHMICHAEL C. MILLER

1775 I Street, N.W. 525 West Monroe Street, Suite 1600Washington, DC 20006-2401 Chicago, IL 60661 750 Seventh AvenueTelephone: 202/721-4600 Telephone: 312/902-5442 New York, NY 10019202/721-4646 (fax) Telephone: 212/506-3900

212/506-3950 (fax)


i

-32-




IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by


BERNSTEIN LITOWITZ BERGER GRANT & EISENHOFER, P.A. ROBBINS GELLER RUDMAN& GROSSMANN LLP JAY W. EISENHOFER & DOWD LLP

WILLIAM C. FREDERICKS (WF-1576) GEOFFREY C. JARVIS MARK SOLOMONJAI K. CHANDRASEKHAR (JC-3789) CHRISTINE MACKINTOSH THOMAS E. EGLER

ELLEN GUSIKOFF STEWART

WILLIAM C. FREDERICKS GEOFFREY C. JARVIS

1285 Avenue of the Americas, 38th Floor 1201 North Market Street, Suite 2100 ELLEN GUSIKOFF STEWAR-C

New York, NY 10019 Wilmington, DE 19801-2599 655 West Broadway, Suite 1900Telephone: 212/554-1400 Telephone: 302/622-7000 San Diego, CA 92101212/554-1444 (fax) 302/622-7100 (fax) Telephone: 619/231-1058

619/231-7423 (fax)


HUGHES, HUBBARD KATTEN MUCHIN ROSENMAN STEPT0 . JOHNSON& REED LLP LLP LLP

KEVIN T. ABIKOFF PAMELA G. SMITH M ' L C. MILLERGREGORY M. WILLIAMS GLASSMAN /

KEVIN T. ABIKOFF PAMELA G. SMITHMICHAEL C. MILLER

17751 Street, N.W. 525 West Monroe Street, Suite 1600_Washington, DC 20006-2401 Chicago, IL 60661 750 Seventh AvenueTelephone: 202/721-4600 Telephone: 312/902-5442 New York, NY 10019202/721-4646 (fax) Telephone: 212/506-3900

212/506-3950 (fax)


-32-


CERTIFICATE OF SERVICE

I hereby certify that on May 9, 2011, I authorized the electronic filing of the foregoing with

the Clerk of the Court using the CM/ECF system which will send notification of such filing to the

e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I

caused to be mailed the foregoing document or paper via the United States Postal Service to the non-

CM/ECF participants indicated on the attached Manual Notice List.

I certify under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct. Executed on May 9, 2011.

s/ Ellen Gusikoff Stewart ELLEN GUSIKOFF STEWART

ROBBINS GELLER RUDMAN& DOWD LLP

655 West Broadway, Suite 1900San Diego, CA 92101-3301Telephone: 619/231-1058619/231-7423 (fax)

E-mail: [email protected]

SDNY CCase 1:03-cv-06595-VM -GWG Document 383 Filed 05/09/11 of 39 1 of 2

Mailing Information for a Case 1:03-cv-06595-VM -GWG

Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

• Mark W. [email protected]

• Courtland W. Creekmorecreekmore@csgrr-com,e—file—sd@csgrr. com

• George Allan [email protected] ,[email protected]

• Jay W. [email protected] ,[email protected]

• William Curtis [email protected] ,[email protected] ,[email protected]

• Evan [email protected] , [email protected],[email protected] ,[email protected]

• Geoffrey Coyle [email protected],[email protected] ,[email protected]@gelaw.com ,[email protected]

• Valerie L. [email protected]

• Russell David [email protected],[email protected]

• Lenor Marquis [email protected]

• Mark [email protected]

Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who thereforerequire manual noticing). You may wish to use your mouse to select and copy this list into your word processingprogram in order to create notices or labels for these recipients.

Jeffrey A. AlmeidaGrant & Eisenhofer, PA (DE)Chase Manhattan Centre1201 North Market StreetWilmington, DE 19801

Kenneth ArgentieriKirkpatrick and Lockhart535 Smithfield StreetPittsburgh, Pa 15222

https://ecf.nysd.uscourts.gov/cgi-bin/MailList.pl?685019651464553-L_605_0-1 5/2/2011

SDNY Case 1 :03-cv-06595-VM -GWG Document 383 Filed 05/09/11 of 39 of 2

Thomas R. JohnsonKirkpatrick and Lockhart LLP535 Smithfield StreetPittsburgh, PA 15222

David H. KistenbrokerKatten Muchin Rosenman LLP (Chicago)525 West Monroe StreetChicago, IL 60661

Alessandra PhillipsGrant & Eisenhofer, PA (DE)Chase Manhattan Centre1201 North Market StreetWilmington, DE 19801

J. Erik SandstedtBernstein, Litowitz, Berger & Grossman LLP1285 Avenue of the AmericasNew York, NY 10019

Jeffrey Spinazzola1285 Avenue of the AmericasNew York, NY 10019

Ellen Gusikoff StewartRobbins Geller Rudman & Dowd LLP (San Diego)655 West BroadwaySuite 1900San Diego, CA 92101

Gregory M. WilliamsHughes Hubbard & Reed LLP (DC)1775 I Street, N.W., Suite 600Washington, DC 20006

https:Hecf nysd.uscourts.gov/cgi-bin/MailList.pl?685019651464553-L_605_0- 15/2/2011

Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 1 of 12

EXHIBIT A



xIn re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION

CLASS ACTION

This Document Relates To:[PROPOSED] ORDER PRELIMINARILY

ALL ACTIONS. ; APPROVING SETTLEMENT ANDPROVIDING FOR NOTICE

xEXHIBIT A

609268_2


WHEREAS, a consolidated action is pending before this Court styled In re Alstom SA

Securities Litigation, Master File No. 03-CV-6595-VM(GWG) (the "Consolidated Action");

WHEREAS, the parties having made application, pursuant to Federal Rule of Civil

Procedure 23(e), for an order approving the Settlement of this Consolidated Action, in accordance

with a Settlement Agreement dated April 8, 2011, which, together with the Exhibits annexed thereto,

sets forth the terms and conditions for a proposed settlement of the Consolidated Action and for

dismissal of the Consolidated Action with prejudice upon the terms and conditions set forth therein;

and the Court having read and considered the Settlement Agreement and the Exhibits annexed

thereto; and

WHEREAS, unless otherwise defined, all defined terms herein have the same meanings as

set forth in the Settlement Agreement.

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. The Court does hereby preliminarily approve the Settlement Agreement and the

Settlement set forth therein, subject to further consideration at the Settlement Hearing described

below.

2. A hearing (the "Settlement Hearing") shall be held before this Court on

2011, at _.m., at the United States District Court for the Southern District of New York, Daniel

Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York 10007, to

determine whether to finally certify this action as a class action pursuant to Rules 23(a) and (b) of

the Federal Rules of Civil Procedure; to determine whether the proposed Settlement of the

Consolidated Action on the terms and conditions provided for in the Settlement Agreement is fair,

reasonable, and adequate to the Class and should be approved by the Court; to determine whether a

Judgment as provided in ¶1.15 of the Settlement Agreement should be entered; to determine whether

-1-609268_2


the proposed Plan of Allocation should be approved as fair and reasonable; and to determine the

amount of expenses that should be awarded to Co-Lead Counsel. The Court may adjourn the

Settlement Hearing without further notice to Class Members.

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court preliminarily

certifies, solely for purposes of the Settlement, the Consolidated Action as a class action on behalf of

all purchasers of Alstom ADS on the New York Stock Exchange during the period between August

3, 1999 through August 6, 2003, inclusive (the "Class Period"), and U.S. residents who purchased

Alstom ordinary shares on non-United States exchanges during the Class Period (the "Class").

Excluded from the Class are Defendants, their officers and directors during the Class Period, the

members of their immediate families, and their respective representatives, heirs, successors or

assigns, as well as any entity in which Defendants have or had a controlling interest. Also excluded

from the Class are those persons and entities who submit valid and timely requests for exclusion

from the Class.

4. Solely for purposes of the Settlement, the Court preliminarily finds that the

prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure

have been satisfied in that: (a) the members of the Class are so numerous that joinder of all Class

Members in the Consolidated Action is impracticable; (b) there are questions of law and fact

common to the Class which predominate over any individual questions; (c) the claims of the Lead

Plaintiff are typical of the claims of the Class; (d) Lead Plaintiff and its counsel have fairly and

adequately represented and protected the interests of all of the Class Members; and (e) a class action

is superior to other available methods for the fair and efficient adjudication of the controversy,

considering (i) the interests of the members of the Class in individually controlling the prosecution

of the separate actions; (ii) the extent and nature of any litigation concerning the controversy already

-2-609268 2


commenced by members of the Class; (iii) the desirability or undesirability of continuing the

litigation of these claims in this particular forum; and (iv) the difficulties likely to be encountered in

the management of the class action.

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and solely for purposes

of the Settlement, the Court preliminarily certifies Lead Plaintiff as Class Representative for the

Class and appoints Co-Lead Counsel as Class Counsel.

6. The Court appoints the firm Gilardi & Co. LLC ("Claims Administrator") to

supervise and administer the notice procedure as well as the processing of claims as more fully set

forth below.

7. The Court approves the form, substance, and requirements of the Notice of Pendency

and Proposed Settlement of Class Action (the "Notice"); the Proof of Claim and Release form

("Proof of Claim"); and the Summary Notice of Pendency and Proposed Settlement of Class Action

(the "Summary Notice"), annexed hereto as Exhibits A-1, A-2, and A-3, respectively.

8. Not later than five (5) business days after the entry of this Order, Alstom shall, at its

own expense, provide to the Claims Administrator, in an electronic, computer-readable format

acceptable to the Claims Administrator, Alstom's transfer records for the Class Period.

9. Not later than fifteen (15) business days after entry of this Order (the "Notice Date"),

the Claims Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in

the forms annexed hereto as Exhibits A-1 and A-2, respectively, to be mailed by First-Class Mail to

all Class Members who can be identified with reasonable effort, including those persons and entities

appearing in the transfer records provided by Alstom pursuant to ¶8 above. On or before the Notice

Date, the Claims Administrator shall also cause the Notice, Proof of Claim, and Settlement

Agreement to be posted on the Settlement website, www.gilardi.com .

-3-609268 2


10. The Claims Administrator shall use reasonable efforts to give notice to brokers and

other nominees who purchased Alstom ADSs or ordinary shares for the benefit of another Person

during the period between August 3, 1999 through August 6, 2003, inclusive. Such brokers and

other nominees are directed to either send the Notice and Proof of Claim to all such beneficial

owners of Alstom ADSs or ordinary shares within fourteen (14) calendar days after receipt thereof,

or send a list of the names and addresses of such beneficial owners to the Claims Administrator

within fourteen (14) calendar days of receipt thereof, in which event the Claims Administrator shall

promptly mail the Notice and Proof of Claim to such beneficial owners.

11. Nominee purchasers who elect to send the Notice and Proof of Claim to their

beneficial owners shall also send a statement to the Claims Administrator confirming that the

mailing was made as directed. Upon full compliance with this Order, such nominees may seek

reimbursement of their reasonable expenses actually incurred in complying with this Order by

providing the Claims Administrator with proper documentation supporting the expenses for which

reimbursement is sought. Such properly documented expenses incurred by nominees in compliance

with the terms of this Order shall be paid from the Settlement Fund in accordance with the

provisions of the Settlement Agreement.

12. Not later seven (7) calendar days after the Notice Date, the Claims Administrator

shall cause the Summary Notice to be published once in the national edition of Investor's Business

Daily and once over the Business Wire.

13. Not later than seven (7) calendar days prior to the Settlement Hearing, Co-Lead

iCounsel shall serve on Defendants' Counsel and file with the Court proof, by affidavit or i

declaration, of such mailing and publishing.r

-4-609268 2


14. The form and content of the notice program described herein, and the methods set

forth herein of notifying the Class of the Settlement and its terms and conditions, meet the

requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 27(a)(7) of the Securities

Act of 1933, 15 U.S.C. §77z-1(a)(7), as amended by the Private Securities Litigation Reform Act of

1995 (the "PSLRA"), Section 2113(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-

4(a)(7), as amended by the PSLRA, and due process, constitute the best notice practicable under the

circumstances, and shall constitute due and sufficient notice to all persons and entities entitled

thereto.

15. All Class Members shall be bound by all determinations and judgments in the

Consolidated Action concerning the Settlement, including, but not limited to, the releases provided

for therein, whether favorable or unfavorable to the Class, regardless of whether such persons or

entities seek or obtain by any means, including, without limitation, by submitting a Proof of Claim

or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund.

16. Class Members who wish to participate in the Settlement shall complete and submit

the Proof of Claim in accordance with the instructions contained therein. Unless the Court orders

otherwise, all Proofs of Claim must be submitted no later than ninety (90) calendar days from the

Notice Date. Any Class Member who does not submit a Proof of Claim within the time provided

shall be barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless

otherwise ordered by the Court, but shall nevertheless be bound by any final judgment entered by the

Court. Notwithstanding the foregoing, Co-Lead Counsel shall have the discretion to direct the

Claims Administrator to process late-submitted claims so long as distribution of the Net Settlementi

Fund is not materially delayed thereby.I

-5-609268 2

I^


17. Each Proof of Claim shall be deemed to have been submitted when postmarked (if

properly addressed and mailed by First-Class Mail, postage prepaid), provided such Proof of Claim

is actually received prior to the motion for an order of the Court approving distribution of the Net

Settlement Fund. Any Proof of Claim submitted in any other manner shall be deemed to have been

submitted when it was actually received at the address designated in the Notice. The Proof of Claim

submitted by each Class Member must satisfy the following conditions, unless otherwise ordered by

the Court: (i) it must be properly completed, signed, and submitted in a timely manner in accordance

with the provisions of the preceding subparagraph; (ii) it must be accompanied by adequate

supporting documentation for the transactions reported therein, in the form of broker confirmation

slips, broker account statements, an authorized statement from the broker containing the

transactional information found in a broker confirmation slip, or such other documentation as is

deemed adequate by Co-Lead Counsel; (iii) if the person executing the Proof of Claim is acting in a

representative capacity, a certification of his, her or its current authority to act on behalf of the Class

Member must be included in the Proof of Claim; and (iv) the Proof of Claim must be complete and

contain no material deletions or modifications of any of the printed matter contained therein and

must be signed under penalty of perjury. As part of the Proof of Claim, each Class Member shall

submit to the jurisdiction of the Court with respect to the claim submitted.

18. The administration of the proposed Settlement and the determination of all disputed

questions of law and fact with respect to the validity of any Proof of Claim or right of any person or

entity to participate in the distribution of the Net Settlement Fund shall be under the authority of this

Court.

-6-609268_2

i


19. Any Class Member may enter an appearance in the Consolidated Action, at his, her,

or its own expense, individually or through counsel of their own choice. If a Class Member does not

enter an appearance, he, she, or it will be represented by Lead Plaintiff and Co-Lead Counsel.

20. Any Person falling within the definition of the Class may, upon request, be excluded

or "opt out" from the Class. Any such Person must submit to the Claims Administrator a request for

exclusion ("Request for Exclusion"), unless the Court orders otherwise, a Request for Exclusion will

not be valid unless it (a) is postmarked no later than fourteen (14) days prior to the Settlement

Hearing; (b) states the name, address, and telephone number of the Person requesting exclusion; (c)

is signed by the Person or entity requesting exclusion; (d) provides the date(s), price(s), and the

number of Alstom ADSs, or ordinary shares purchased during the Class Period; and (e) states that

the Person wishes to be excluded from the Class in In re Alstom SA Securities Litigation, Master File

No. 03-CV-6595-VM(GWG). All Persons who submit valid and timely Requests for Exclusion in

the manner set forth in this paragraph shall have no rights under the Settlement Agreement, shall not

share in the distribution of the Net Settlement Fund, and shall not be bound by the Settlement

Agreement or any final judgment.

21. Co-Lead Counsel shall cause to be provided to Defendants' Counsel copies of all

Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as

possible and in any event within ten (10) days prior to the Settlement Hearing.

22. Any member of the Class may appear, at his, her, or its own expense, individually or

through counsel of his, her, or its own choice, to show cause why the proposed Settlement of the

Consolidated Action should not be approved as fair, reasonable, and adequate, why a judgment

should not be entered thereon, why the Plan of Allocation should not be approved as fair, reasonable,

and adequate, and/or why Co-Lead Counsel's application for an award of expenses should not be

-7-609268_2


granted; provided, however, that no Class Member shall be heard or entitled to contest the approval

of the terms and conditions of the proposed Settlement, the judgment to be entered thereon

approving the same, or the order approving the Plan of Allocation, or any expenses to be awarded to

Co-Lead Counsel, unless such Class Member has filed with the Clerk of the United States District

Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse,

500 Pearl Street, New York, New York 10007, and delivered to Co-Lead Counsel and Defendants'

Counsel, at the addresses listed below, a written notice of objection, along with copies of any

supporting papers and briefs, that includes: (a) such person's or entity's name, address, and

telephone number, along with a representation as to whether such person or entity intends to appear

to be heard at the Settlement Hearing; (b) a statement of the reason(s) for objection; (c) proof of all

purchases or sales of Alstom ADSs or ordinary shares during the Class Period and the price(s) paid

and received; and (d) if such person or entity has indicated that he, she, or it intends to appear at the

Settlement Hearing, the identities of any witnesses that he, she, or it may call to testify and any

exhibits that he, she, or it intends to introduce into evidence at the Settlement Hearing. Any such

objections must be filed with the Court and received by the following counsel no later than fourteen

(14) calendar days before the Settlement Hearing:

Co-Lead Counsel for Lead Plaintiff and the Class:

Ellen Gusikoff StewartROBBINS GELLER RUDMAN

& DOWD LLP655 West Broadway, Suite 1900San Diego, CA 92101

Defendants' Counsel:

Kevin T. AbikoffHUGHES HUBBARD & REED LLP1775 I Street, N.W.Washington, DC 20006

-8-609268_2


Pamela G. SmithKATTEN MUCHIN ROSENMAN LLP525 West Monroe Street, Suite 1600Chicago, IL 60661

Michael C. MillerEvan GlassmanSTEPTOE & JOHNSON LLP750 Seventh AvenueNew York, NY 10019

23. Any Class Member who does not make his, her, or its objection in the manner

provided shall be deemed to have waived such objection and shall forever be foreclosed from

making any objection to the fairness, reasonableness, or adequacy of the proposed Settlement as

incorporated in the Settlement Agreement, to the Plan of Allocation, and to the award of expenses to

Co-Lead Counsel, unless otherwise ordered by the Court.

24. The passage of the Settlement Fund to the Escrow Agent in accordance with the terms

and obligations of the Settlement Agreement is approved. No person or entity who is not a Class

Member or Co-Lead Counsel shall have any right to any portion of, or in the distribution of, the

Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Settlement

Agreement.

25. All funds held by the Escrow Agent shall be deemed and considered to be in custodia

legis, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be

distributed pursuant to the Settlement Agreement and/or further order(s) of the Court.

26. All papers in support of the Settlement, the Plan of Allocation, and Co-Lead

Counsel's application for an award of expenses shall be filed and served no later than twenty-one

(21) calendar days prior to the Settlement Hearing. Any reply papers to any timely filed objections

-9-609268_2


to the Settlement, the Plan of Allocation, or Co-Lead Counsel's application for an award of expenses

shall be filed and served no later than seven (7) calendar days prior to the Settlement Hearing.

27. The Released Persons shall have no responsibility for the Plan of Allocation or any

application for an award of expenses submitted by Co-Lead Counsel, and such matters will be

considered separately from the fairness, reasonableness, and adequacy of the Settlement.

28. At or after the Settlement Hearing, the Court shall determine whether the Plan of

Allocation proposed by Co-Lead Counsel, and any application for an award of expenses, should be

approved.

29. All reasonable expenses incurred in identifying and notifying Class Members as well

as administering the Settlement Fund, including the payment of any Taxes and Tax Expenses, shall

be paid as set forth in the Settlement Agreement. In the event the Court does not approve the

Settlement, or it otherwise fails to become effective, neither Lead Plaintiff nor any of its counsel

shall have any obligation to repay any amounts actually and properly incurred or disbursed pursuant

to ¶5.2 of the Settlement Agreement, except as required under ¶6.2 of the Settlement Agreement.

30. The Court reserves the right to adjourn the date of the Settlement Hearing, or any

adj ournment thereof, and to modify any of the dates herein, without further notice to Class Members,

and retains jurisdiction to consider all further matters arising out of or connected with the proposed

Settlement. The Court may approve the Settlement, with such modifications as may be agreed to by

the Settling Parties, if appropriate, without further notice to the Class.

IT IS SO ORDERED.

DATED: THE HONORABLE VICTOR MARREROUNITED STATES DISTRICT JUDGE

-10-609268 2

i


EXHIBIT A-1

iCase 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 2 of 33


X

In re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION

CLASS ACTION

This Document Relates To:NOTICE OF PENDENCY AND PROPOSED

ALL ACTIONS. SETTLEMENT OF CLASS ACTION

x EXHIBIT A-1

i

609282 2


r

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

NOTICE OF PENDENCY OF CLASS ACTION: Your rights may be affected by a class

action lawsuit pending in this Court (the "Consolidated Action") if, during the time period between

August 3, 1999 through August 6, 2003, inclusive, you purchased Alstom SA ("Alstom") American

Depository Shares ("ADS") on the New York Stock Exchange or if you are a U.S. resident who

purchased Alstom ordinary shares on non-United States exchanges during the time period.'

NOTICE OF SETTLEMENT: The Court-appointed Lead Plaintiff International

Brotherhood of Electrical Workers, Local 269 ("Lead Plaintiff'), on behalf of itself and the Class (as

defined in 11 below), has reached a proposed settlement of the Consolidated Action for a total of

$6.95 million in cash (the "Settlement"). The proposed Settlement, if approved by the Court, will

resolve all claims in the Consolidated Action.

This Notice explains important rights you may have, including your possible receipt of

cash from the Settlement. If you are a member of the Class, your legal rights will be affected

whether or not you act. Please read this Notice carefully!

1. Description of the Consolidated Action and the Class: This Notice relates to a

proposed settlement of a class action lawsuit pending against Alstom, Alstom USA, Inc., Alstom

Transportation Inc., Pierre Bilger, Francois Newey, Stephan Rambaud-Measson, and Joseph Janovec

(collectively, the "Defendants," and together with Lead Plaintiff, the "Settling Parties"). The

proposed Settlement, if approved by the Court, will provide relief to all persons and entities who:

purchased Alstom ADS on the New York Stock Exchange; or to U.S. residents who purchased

' Any capitalized terms used in this Notice that are not otherwise defined herein shall have themeanings ascribed to them in the Settlement Agreement dated April 8, 2011 (the "Stipulation")entered into by and among the Settling Parties.

-1-609282_2


Alstom ordinary shares on non-United States exchanges (the "Class") during the time period

between August 3, 1999 through August 6, 2003, inclusive (the "Class Period" ).2

2. Statement of Class's Recovery: Pursuant to the Settlement described herein, a

settlement payment of $6,950,000 in cash (the "Settlement Amount") will be deposited into an

interest-bearing escrow account for the benefit of the Class. The Settlement Amount together with

all interest earned thereon shall be the "Settlement Fund." Lead Plaintiff s damages experts estimate

that approximately 4.2 million Alstom ADS and 215 million ordinary shares purchased by Class

Members may have been affected by the alleged conduct at issue in the Consolidated Action. If all

Class Members elect to participate in the Settlement, it is estimated that the average distribution

from the Settlement Fund will be approximately $1.49 per affected Alstom ADS and less than one

cent per affected Alstom ordinary share before the deduction of Court-awarded expenses and the

costs of notice and administration. The reason that the average distribution per affected Alstom

ordinary share is so small is that Co-Lead Counsel have determined, in light of the United States

Supreme Court's decision last year in Morrison v. Nat'l Austl. Bank Ltd., 130 S. Ct. 2869 (2010), the

prospects of obtaining any recovery under the Securities Exchange Act of 1934 for Class Members

who purchased ordinary shares are extremely remote on the facts of this case. A Class Member's

actual recovery will be determined in accordance with the Plan of Allocation approved by the Court.

The proposed Plan of Allocation is set forth on pages _ - _ below.

3. Statement of Potential Outcome of the Consolidated Action: The Settling Parties

disagree on both liability and damages and do not agree on the average amount of damages per ADS

2 As set forth in ¶18 below, excluded from the Class are certain persons and entities related tothe Defendants in the Consolidated Action. Also excluded from the Class are those persons andentities who timely request exclusion from the Class pursuant to this Notice.

-2-609282 2


or ordinary share that would be recoverable if Lead Plaintiff was to have prevailed on each

remaining claim alleged in the Consolidated Action. The issues on which the Settling Parties

disagree include: (1) whether the statements made or facts allegedly omitted were false, material, or

otherwise actionable under the federal securities laws; (2) the extent to which the various matters

that Lead Plaintiff alleged were materially false or misleading influenced (if at all) the trading price

of Alstom ADS and/or ordinary shares at various times during the Class Period; (3) the extent to

which the various allegedly adverse material facts that Lead Plaintiff alleged were omitted

influenced (if at all) the trading price of Alstom ADS and/or ordinary shares at various times during

the Class Period; (4) the extent to which external factors, such as general market conditions,

influenced the trading price of Alstom ADS and/or ordinary shares at various times during the Class

Period; (5) the effect of various market forces influencing the trading price of Alstom ADS and/or

ordinary shares at various times during the Class Period; (6) the amount by which Alstom ADS

and/or ordinary shares were allegedly artificially inflated (if at all) during the Class Period; and (7)

the appropriate economic model for determining the amount by which Alstom ADS and/or ordinary

shares were allegedly artificially inflated (if at all) during the Class Period.

4. Statement of Expenses Sought: Co-Lead Counsel (as defined in 15 below) will not

seek an award of attorneys' fees in the Consolidated Action, but will only apply for expenses

incurred in connection with the prosecution and resolution of the Consolidated Action in an amount

not to exceed $1,950,000, plus interest on such expenses at the same rate as earned on the Settlement

Amount. 3 If the Court approves Co-Lead Counsel's expense application, the average cost per

3 Co-Lead Counsel incurred in excess of four million dollars in litigation expenses but areseeking payment of only $1,950,000.

-3-609282_2


affected ADS will be approximately $0.41, and the cost per affected ordinary share will be less than

one cent per share.

5. Identification of Attorneys' Representatives: Lead Plaintiff and the Class are

represented by the law firms of Bernstein Litowitz Berger & Grossmann LLP, Grant & Eisenhofer

P.A., and Robbins Geller Rudman & Dowd LLP, the Court-appointed Co-Lead Counsel for Lead

Plaintiff and the Class ("Co-Lead Counsel"). Any questions regarding the Settlement should be

directed to:

Rick Nelson, c/o Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 WestBroadway, Suite 1900, San Diego, CA 92101, (800) 449-4900; [email protected] .

Jai K. Chandrasekhar, Esq., Bernstein Litowitz Berger & Grossmann LLP, 1285 Avenue ofthe Americas, 38th Floor, New York, NY 10019, (800) 380-8496, [email protected] .

Geoffrey C. Jarvis, Esq., Grant & Eisenhofer P.A., 1201 North Market Street, Suite 2100,Wilmington, DE 19801.

Please do not contact any representative of the Defendants or the Court with questions about

the Settlement.

6. Reasons for Settlement: Lead Plaintiff's principal reason for the Settlement is the

benefit to be provided to the Class now, given the procedural posture of the case. This benefit must

be compared to the significant risk that a smaller recovery or no recovery might be achieved after

contested motions, a contested trial, and likely appeals, possibly years into the future. For the

Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for

the Settlement is to eliminate the expense, risks, and uncertain outcome of the litigation.

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT

REMAIN A MEMBER OF THE CLASS This is the only way to get a payment. If youwish to obtain a payment as a Class Member,you will need to file a Proof of Claim andRelease form (which is included with thisNotice) postmarked no later than

-4-609282_2


, 2011.

EXCLUDE YOURSELF FROM THE CLASS Get no payment. This is the only option thatBY SUBMITTING A WRITTEN REQUEST allows you to ever be part of any other lawsuitFOR EXCLUSION SO THAT IT IS (other than a lawsuit asserting claims only underPOSTMARKED NO LATER THAN foreign law) against any of the Defendants or

, 2011 other Released Persons concerning the claimsthat were, or could have been, asserted in thiscase.

OBJECT TO THE SETTLEMENT BY Write to the Court and explain why you do notSUBMITTING WRITTEN OBJECTIONS like the Settlement, the proposed Plan ofSO THAT THEY ARE RECEIVED NO Allocation, or the request for an award ofLATER THAN , 2011 expenses. You cannot object to the Settlement

unless you are , a Class Member and do notexclude yourself.

GO TO THE HEARING ON Ask to speak in Court about the fairness of the2011, AT .M., AND FILE A NOTICE Settlement, the proposed Plan of Allocation, orOF INTENTION TO APPEAR SO THAT IT the request for an award of expenses.IS RECEIVED NO LATER THAN

, 2011

DO NOTHING

Get no payment. Remain a Class Member. Giveup your rights.

WHY DID I GET THIS NOTICE?

7. This Notice is being sent to you pursuant to an Order of the United States District

Court for the Southern District of New York (the "Court") because you or someone in your family

may have purchased Alstom ADS or ordinary shares during the Class Period. The Court has

directed us to send you this Notice because, as a potential Class Member, you have a right to know

about your options before the Court rules on the proposed Settlement of this case. Additionally, you

have the right to understand how a class action lawsuit may generally affect your legal rights. If the

Court approves the Settlement, a claims administrator selected by Lead Plaintiff and approved by the

Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

-5-609282_2


8. The Court in charge of this case is the United States District Court for the Southern

District of New York, and the case is known as In re Alstom SA Securities Litigation, Master File

No. 03-CV-6595-VM(GWG). The Judge presiding over this case is the Honorable Victor Marrero,

United States District Judge. The pension fund that is suing is called the plaintiff, and those who are

being sued are called defendants. In this case, the plaintiff is referred to as Lead Plaintiff, on behalf

of itself and the Class, and the defendants are Alstom, Alstom USA, Inc., Alstom Transportation

Inc., Pierre Bilger, Francois Newey, Stephan Rambaud-Measson, and Joseph Janovec.

9. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are

available, who is eligible for them, and how to get them. The purpose of this Notice is to inform you

about the existence of this case, that it is a class action, how you might be affected, and how to

exclude yourself from the Settlement if you wish to do so. It also is being sent to inform you of the

terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness,

reasonableness, and adequacy of the proposed Settlement, the fairness and reasonableness of the

proposed Plan of Allocation, and the application by Co-Lead Counsel for an award of expenses (the

"Settlement Hearing").

10. The Settlement Hearing will be held on , 2011, at .m., before the

Honorable Victor Marrero, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl

Street, New York, New York, to determine, among other things:

(a) whether the proposed Settlement is fair, reasonable, and adequate and should

be approved by the Court;

(b) whether the Consolidated Action should be dismissed with prejudice as to the

Defendants and the Released Claims fully, finally, and forever released, relinquished, and discharged

as against the Defendants and the other Released Persons;

-6-609282 2


(c) whether the proposed Plan of Allocation is fair and reasonable and should be

approved by the Court; and

(d) whether Co-Lead Counsel's request for an award of expenses should be

approved by the Court.

11. This Notice does not express any opinion by the Court concerning the merits of any

claim in the Consolidated Action, and the Court still has to decide whether to approve the

Settlement. If the Court approves the Settlement, payments to Authorized Claimants will be made

after any appeals are resolved, and after the completion of all claims processing. Please be patient.

WHAT IS A CLASS ACTION?

12. In a class action lawsuit, the court selects one or more people, known as class

representatives, to sue on behalf of all people with similar claims, commonly known as the class or

the class members. In this Consolidated Action, the Court has appointed the International

Brotherhood of Electrical Workers, Local 269 to serve as "Lead Plaintiff' under a federal law

governing lawsuits such as this one, and the Court has approved Lead Plaintiff's selection of the law

firms of Robbins Geller Rudman & Dowd LLP, Bernstein Litowitz Berger & Grossmann LLP, and

Grant & Eisenhofer P.A. to serve as Co-Lead Counsel. A class action is a type of lawsuit in which

the claims of a number of individuals are resolved together, thus providing the class members with

both consistency and efficiency. Once a class is certified, the court must resolve all issues on behalf

of the class members, except for any persons or entities who choose to exclude themselves from the

class. (For more information on excluding yourself from the Class, please read "What if I Do Not

Want to Be a Part of the Settlement? How Do I Exclude Myself?," located on page _ below.)

-7-609282_2


WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?

13. On or after August 29, 2003, putative securities class action lawsuits were filed by

plaintiffs on behalf of themselves and all Persons who purchased Alstom securities in the United

States District Court for the Southern District of New York, entitled Abramsky v. Alstom, SA et al.,

03-CV-6595 (VM), Rosenbaum Partners v. Alstom SA, et al., 03-CV-6701 (VM), Soyugenc v.

Alstom SA, et al., 03-CV-7777 (GMC), Shelby v. Alstom SA, et al., 03-CV-8059 (VM), San Diego

City Employees' Retirement System, et al. v. Alstom SA, et al., 03-CV-8515 (VM), and Allen v.

Alstom SA, et al., 03-CV-8549(VM); and in the United States District Court for the District of

Connecticut, entitled International Brotherhood of Electrical Workers, Local 269 v. Alstom SA, et

al., 03-CV-1480(MRK), and State Universities Retirement System oflllinois, et al. v. Alstom SA, et

al., 03-CV-1650(CFD) (collectively, the "Securities Actions").

14. By Order dated January 7, 2004, the Court consolidated the Securities Actions in the

Southern District of New York under the caption In re Alstom SA Securities Litigation, Master File

No. 03-CV-6595 (VM) (the "Consolidated Action"), and appointed as Co-Lead Plaintiffs San Diego

City Employees' Retirement System, State Universities Retirement System of Illinois, Louisiana

State Employees' Retirement System, West Virginia Investment Management Board, and

International Brotherhood of Electrical Workers, Local 269 (the "Original Lead Plaintiffs"), and as

Co-Lead Counsel the firms of Robbins Geller Rudman & Dowd LLP, Grant & Eisenhofer P.A., and

Bernstein Litowitz Berger & Grossmann LLP.

15. The Original Lead Plaintiffs filed a Consolidated Amended Complaint for Violations

of the Federal Securities Laws on June 18, 2004. The complaint alleged violations of § 10(b) of the

Securities Exchange Act of 1934 (the "Exchange Act"), Rule IOb-5 promulgated thereunder, and

§20(a) of the Exchange Act on behalf of the Class. Defendants moved to dismiss the Complaint,

-8-609282_2


which motion was opposed by the Original Lead Plaintiffs. On December 22, 2005, the Court issued

an Order granting in part and denying in part the motions to dismiss. On March 14, 2006, the

Original Lead Plaintiffs filed their Second Consolidated Amended Complaint for Violations of the

Federal Securities Laws. By Decision and Order dated September 29, 2006, the Court reinstated

certain claims. On November 28, 2006, the Original Lead Plaintiffs filed their Revised Second

Consolidated Amended Complaint. On December 10, 2007, the Court granted the motion of San

Diego City Employees' Retirement System to withdraw as a lead plaintiff. By order dated August

26, 2008, the Court granted in part and denied in part the Original Lead Plaintiffs' Motion for Class

Certification.

16. Following the closure of fact discovery, the Settling Parties agreed to mediate before

David Geronemus of JAMS, and attended a full-day mediation with Mr. Geronemus on June 15,

2010, but were unable to reach an agreement. Following the Supreme Court's issuance of its

opinion in Morrison, and upon motion by Defendants, by Decision and Order dated September 13,

2010, the Court dismissed the claims of all purchasers of Alstom securities made on exchanges

outside of the United States. On November 30, 2010, the Court dismissed the Original Lead

Plaintiffs State Universities Retirement System of Illinois, Louisiana State Employees' Retirement

System, and West Virginia Investment Management Board, leaving only International Brotherhood

of Electrical Workers, Local 269 as the only Lead Plaintiff with surviving claims. Following further

negotiations, the Settling Parties reached an agreement-in-principle to resolve the litigation on the

grounds set forth herein.

17. On , 2011, the Court preliminarily approved the Settlement, authorized

this Notice to be sent to potential Class Members, and scheduled the Settlement Hearing to consider

whether to grant final approval to the Settlement.

-9-609282_2


HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?

18. On , 2011, the Court preliminarily certified a Class for purposes of

the Settlement. If you area member of the Class, you are subject to the Settlement unless you timely

request to be excluded. The Class consists of all purchasers of Alstom ADS on the New York Stock

Exchange and all U.S. residents who purchased Alstom ordinary shares on non-United States

exchanges during the period between August 3, 1999 through August 6, 2003, inclusive. Excluded

from the Class are Defendants, their officers and directors during the Class Period, the members of

their immediate families, and their respective representatives, heirs, successors or assigns, as well as

any entity in which Defendants have or had a controlling interest. The Class also does not include

those persons and entities who timely request exclusion from the Class pursuant to this Notice (see

"What if I Do Not Want to Be a Part of the Settlement? How Do I Exclude Myself?" below).

19. If one of your mutual funds owned shares of Alstom ADS or ordinary shares during

the Class Period, that alone does not make you a Class Member. You are a Class Member only if

you directly purchased Alstom ADS or ordinary shares during the Class Period. Contact your broker

to see if you purchased shares of Alstom ADS or ordinary shares during the Class Period.

RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU AREA CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDSFROM THE SETTLEMENT. IF YOU WISH TO BE ELIGIBLE TO PARTICIPATEIN THE SETTLEMENT, YOU MUST SUBMIT THE ENCLOSED PROOF OFCLAIM AND RELEASE FORM POSTMARKED NO LATER THAN 2011.

WHAT ARE LEAD PLAINTIFF'S REASONS FOR THE SETTLEMENT?

20. Lead Plaintiff believes that the surviving claims asserted against the Defendants have

merit and that the evidence developed to date supports those claims. However, Lead Plaintiff

recognizes and acknowledges the expense and length of continued proceedings necessary to

prosecute the Consolidated Action against the Defendants through trial and through appeals. Lead

-10-609282 2


Plaintiff also has taken into account the uncertain outcome and the risk of any litigation, especially in

complex actions such as this Consolidated Action, as well as the difficulties and delays inherent in

such litigation. Lead Plaintiff is also mindful of the inherent difficulties of proof under and possible

defenses to the securities law violations asserted in the Consolidated Action, as well as the current

procedural posture of the case. In addition, the amount of damages recoverable by the Class was and

is challenged by the Defendants. Recoverable damages in this case are limited to losses caused by

conduct actionable under applicable law and, had the Consolidated Action gone to trial, the

Defendants intended to assert that all of the losses of Class Members were caused by non-actionable

market, industry, or general economic factors. The Defendants would also assert that, throughout

the Class Period, the uncertainties and risks associated with Alstom's business and financial

condition were fully and adequately disclosed.

21. In light of the amount of the Settlement and the immediacy of recovery to the Class,

and the risk of no recovery or a smaller recovery if the litigation continued, Lead Plaintiff and Co-

Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best

interests of the Class. The Settlement provides a substantial benefit now, namely $6,950,000 in

cash, less certain costs and expenses described in this Notice.

22. The Defendants expressly have denied and continue to deny all charges of

wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions

alleged, or that could have been alleged, in the Consolidated Action, and continue to believe the

claims asserted against them in the Consolidated Action are without merit. Nonetheless, the

Defendants have concluded that further conduct of the Consolidated Action would be protracted andi

expensive and that it is desirable that the Consolidated Action be fully and finally settled in the

manner and upon the terms and conditions set forth in the Stipulation. They also have taken into

-11-609282_2


account the uncertainty and risks inherent in any litigation, especially in complex cases like this

Consolidated Action and have, therefore, determined that it is desirable and beneficial to them that

the Consolidated Action be settled in the manner and upon the terms and conditions set forth in the

Stipulation.

WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?

23. If there were no Settlement and Lead Plaintiff failed to establish any essential legal or

factual element of its claims, neither Lead Plaintiff nor the Class would recover anything from the

Defendants. Also, if the Defendants were successful in proving any of their defenses, the Class

likely would recover substantially less than the amount provided in the Settlement, or nothing at all.

Moreover, if there were no Settlement, it is highly uncertain whether Lead Plaintiff, if it was

successful after trial and subsequent appeals, could have obtained a judgment in an amount greater

than the Settlement Amount.

HOW MUCH WILL MY PAYMENT BE?

24. After approval of the Settlement by the Court and upon satisfaction of the other

conditions to the Settlement, the Net Settlement Fund (i.e., the Settlement Fund less (i) any Taxes

and Tax Expenses, (ii) any costs and fees incurred in connection with the notice and administration

of the Settlement, including any escrow costs and fees, and (iii) any expenses awarded to Co-Lead

Counsel by the Court) will be distributed to Class Members who submit timely and valid Proof of

Claim and Release forms that are approved for payment by the Court ("Authorized Claimants") in

accordance with the Plan of Allocation approved by the Court. The Court has reserved jurisdiction

to allow, disallow, or adjust on equitable grounds the claim of any Class Member. The Net

Settlement Fund will not be distributed until the Court has approved a plan of allocation, and the

time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

-12-609282 2


Approval of the Settlement is independent from approval of the Plan of Allocation. Any

determination with respect to the Plan of Allocation will not affect the Settlement, if approved.

25. Defendants are not entitled to get back any portion of the Settlement Fund once the

Court's Order approving the Settlement becomes Final. No Defendant, nor any other Released

Person, shall have any liability, obligation, or responsibility whatsoever for the administration of the

Settlement, the disbursement of the Net Settlement Fund, or the Plan of Allocation.

26. The amount of the cash payment that an Authorized Claimant will receive will

depend on, among other things, the number of valid Proof of Claim and Release forms that Class

Members send in and how many shares of Alstom ADS and/or ordinary shares the Authorized

Claimant purchased, and when they were purchased.

27. Only those persons and entities who purchased Alstom ADS or ordinary shares

during the Class Period AND WERE INJURED AS A RESULT OF SUCH PURCHASES, will be

eligible to share in the distribution of the Net Settlement Fund. Each person or entity wishing to

participate in the distribution must submit a valid Proof of Claim and Release form establishing

membership in the Class, and including all required documentation as set forth in the Proof of Claim

and Release form, postmarked no later than , 2011 to the address set forth in the Proof

Claim and Release form that accompanies this Notice. Unless the Court otherwise orders, any Class

Member who fails to submit a Proof of Claim and Release form postmarked no later than

, 2011 shall be forever barred from receiving payments pursuant to the Settlement set forth

in the Stipulation but will in all other respects remain a Class Member and be subject to the

provisions of the Stipulation, including the terms of any judgment entered and releases given. This

means that each Class Member fully, finally, and forever releases, relinquishes, and discharges the

Released Claims (as defined in 133 below) against the Released Persons (as defined in ¶34 below)

-13-609282_2


and is permanently barred and enjoined from asserting, instituting, maintaining, prosecuting, or

enforcing any and all Released Claims against the Released Persons regardless of whether or not

such Class Member submits a Proof of Claim and Release form.

28. The Plan of Allocation set forth herein (the "Plan of Allocation") is the plan that is

being proposed by Lead Plaintiff to the Court for approval. The Court may approve this plan as

proposed or it may modify the Plan of Allocation without further notice to the Class. Any orders

regarding a modification of the Plan of Allocation will be posted on the Settlement website,

www.gilardi.com .

29. Payment pursuant to the Plan of Allocation approved by the Court and the Class

Distribution Order shall be conclusive against all Authorized Claimants. No person or entity shall

have any claim against Lead Plaintiff, Co-Lead Counsel, the Claims Administrator, or any other

agent designated by Co-Lead Counsel arising from distributions made substantially in accordance

with the Stipulation, the Plan of Allocation, the Class Distribution Order, or any other order of the

Court. Lead Plaintiff, the Defendants, their respective counsel, Lead Plaintiff's damages experts and

all other Released Persons shall have no liability whatsoever for the investment or distribution of the

Settlement Fund, the Net Settlement Fund, the Plan of Allocation, or the determination,

administration, calculation, or payment of any claim or nonperformance of the Claims

Administrator, the payment or withholding of taxes owed by the Settlement Fund, or any losses

incurred in connection therewith.

30. Recognized claims will be calculated in accordance with the formula shown below in

the proposed Plan of Allocation, or as otherwise ordered by the Court. It is unlikely that a Class

Member will get a payment for all of his, her, or its recognized claim.

-14-609282_2

Case 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 17 of 33E

THE PROPOSED PLAN OF ALLOCATION

American Depositary Shares (ADS) (CUSIP: 021244207)

The allocation below is based on the following inflation per ADS amounts for Class Periodpurchases and sales as well as the statutory PSLRA 90-day look-back amount of $2.97:

InflationInflation Period per ADS

August 3, 1999 - May 22, 2000 $7.53May 23, 2000 - May 14, 2001 $7.69May 15, 2001 - September 26, 2001 $8.51September 27, 2001 $4.19September 28, 2001 $3.21October 1, 2001 $2.31October 2, 2001 - October 8, 2001 $0.89October 9, 2001 - May 13, 2003 $0.00May 14, 2003 - June 27, 2003 $0.43June 30, 2003 - August 1, 2003 $0.22August 6, 2003 forward $0.00

1. For each Alstom ADS purchased on or between August 3, 1999 through May22, 2000, the recovery per ADS shall be as follows:

a) If sold prior to May 23, 2000, the damage per ADS is zero.

b) If sold on or between May 23, 2000 through August 6, 2003, the recovery perADS shall be the lesser of (i) the inflation per ADS at the time of purchase lessthe inflation per ADS at the time of sale; and (ii) the difference between thepurchase price and the selling price.

c) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ADS shall be the lesser of (i) the inflation per ADS at the time ofpurchase; (ii) the difference between the purchase price and the selling price; and(iii) the difference between the purchase price per ADS and the average closingprice per ADS up to the date of sale as set forth in the table below.

d) If retained, or sold, on or after November 4, 2003, the recovery per ADS shallbe the lesser of (i) the inflation per ADS at the time of purchase; and (ii) thedifference between the purchase price per ADS and $2.97 per ADS.

2. For each Alstom ADS purchased on or between May 23, 2000 through August6, 2003, the recovery per ADS shall be as follows:

-15-609282_2


a) If sold on or between May 23, 2000 through August 6, 2003, the recovery perADS shall be the lesser of (i) the inflation per ADS at the time of purchase lessthe inflation per ADS at the time of sale; and (ii) the difference between thepurchase price and the selling price.

b) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ADS shall be the lesser of (i) the inflation per ADS at the time ofpurchase; (ii) the difference between the purchase price and the selling price; and(iii) the difference between the purchase price per ADS and the average closingprice per ADS up to the date of sale as set forth in the table below.

c) If retained, or sold, on or after November 4, 2003, the recovery per ADS shallbe the lesser of (i) the inflation per ADS at the time of purchase; and (ii) thedifference between the purchase price per ADS and $2.97 per ADS.

AverageClosing Closing

Date Price Price 7-Aug-03 $2.78 $2.788-Aug-03 $2.77 $2.7811-Aug-03 $2.56 $2.7012-Aug-03 $2.51 $2.6613-Aug-03 $2.54 $2.6314-Aug-03 $2.66 $2.6415-Aug-03 $2.63 $2.6418-Aug-03 $2.53 $2.6219-Aug-03 $2.55 $2.6120-Aug-03 $2.60 $2.6121-Aug-03 $2.51 $2.6022-Aug-03 $2.47 $2.5925-Aug-03 $2.43 $2.5826-Aug-03 $2.46 $2.5727-Aug-03 $2.45 $2.5628-Aug-03 $2.49 $2.5629-Aug-03 $2.50 $2.562-Sep-03 $3.20 $2.593-Sep-03 $3.20 $2.624-Sep-03 $3.26 $2.665-Sep-03 $3.39 $2.698-Sep-03 $3.43 $2.729-Sep-03 $3.31 $2.7510-Sep-03 $3.15 $2.7711-Sep-03 $3.27 $2.7912-Sep-03 $3.64 $2.8215-Sep-03 $3.30 $2.8416-Sep-03 $3.38 $2.8617-Sep-03 $3.38 $2.87

-16-609282_2



Date Price Price 23-Sep-03 $2.99 $2.8824-Sep-03 $2.96 $2.8825-Sep-03 $3.10 $2.8926-Sep-03 $2.94 $2.8929-Sep-03 $3.06 $2.8930-Sep-03 $2.97 $2.901-Oct-03 $3.01 $2.902-Oct-03 $3.02 $2.903-Oct-03 $3.05 $2.916-Oct-03 $3.04 $2.917-Oct-03 $3.03 $2.918-Oct-03 $3.01 $2.929-Oct-03 $2.98 $2.9210-Oct-03 $2.96 $2.9213-Oct-03 $2.96 $2.9214-Oct-03 $2.97 $2.9215-Oct-03 $2.88 $2.9216-Oct-03 $2.91 $2.9217-Oct-03 $2.90 $2.9220-Oct-03 $3.12 $2.9221-Oct-03 $3.22 $2.9322-Oct-03 $3.15 $2.9323-Oct-03 $3.17 $2.9424-Oct-03 $3.10 $2.9427-Oct-03 $3.07 $2.9428-Oct-03 $3.19 $2.9529-Oct-03 $3.17 $2.9530-Oct-03 $3.19 $2.9631-Oct-03 $3.13 $2.963-Nov-03 $3.35 $2.974-Nov-03 $3.40 $2.97

Ordinary Shares

The allocation below is based on the following inflation per ordinary share amounts for ClassPeriod purchases and sales as well as the statutory PSLRA 90-day look-back amount of IF 2.60:

Inflationper

ordinaryInflation Period share

August 3, 1999 - May 22, 2000 € 8.52May 23, 2000 - May 14, 2001 € 8.69

May 15, 2001 - September 26, 2001 € 9.62September 27, 2001 € 4.45

-17-609282_2


September 28, 2001 € 2.88 October 1, 2001 € 2.08October 2, 2001 - October 8, 2001 € 0.97October 9, 2001 - May 13, 2003 € 0.00May 14, 2003 - June 27, 2003 € 0.38June 30, 2003 - August 1, 2003 € 0.20August 6, 2003 forward € 0.00

1. For each Alstom ordinary share purchased on or between August 3, 1999through May 22, 2000, the recovery per ordinary share shall be as follows:

a) If sold prior to May 23, 2000, the damage per ordinary share is zero.

b) If sold on or between May 23, 2000 through August 6, 2003, the recovery perordinary share shall be the lesser of (i) the inflation per ordinary share at the timeof purchase less the inflation per ordinary share at the time of sale; and (ii) thedifference between the purchase price and the selling price.

c) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ordinary share shall be the lesser of (i) the inflation per ordinaryshare at the time of purchase; (ii) the difference between the purchase price andthe selling price; and (iii) the difference between the purchase price per ordinaryshare and the average closing price per ordinary share up to the date of sale as setforth in the table below.

d) If retained, or sold, on or after November 4, 2003, the recovery per ordinaryshare shall be the lesser of (i) the inflation per ordinary share at the time ofpurchase; and (ii) the difference between the purchase price per ordinary shareand €2.60 per ordinary share.

2. For each Alstom ordinary share purchased on or between May 23, 2000through August 6, 2003, the recovery per ordinary share shall be as follows:

a) If sold on or between May 23, 2000 through August 6, 2003, the recovery perordinary share shall be the lesser of (i) the inflation per ordinary share at the timeof purchase less the inflation per ordinary share at the time of sale; and (ii) thedifference between the purchase price and the selling price.

b) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ordinary share shall be the lesser of (i) the inflation per ordinaryshare at the time of purchase; (ii) the difference between the purchase price andthe selling price; and (iii) the difference between the purchase price per ordinaryshare and the average closing price per ordinary share up to the date of sale as setforth in the table below.

-18-609282_2

Ii


c) If retained, or sold, on or after November 4, 2003, the recovery per ordinaryshare shall be the lesser of (i) the inflation per ordinary share at the time ofpurchase; and (ii) the difference between the purchase price per ordinary shareand €2.60 per ordinary share.


Date Price Price 7-Aug-03 € 2.31 € 2.318-Aug-03 € 2.40 € 2.3611-Aug-03 € 2.30 € 2.3412-Aug-03 € 2.19 € 2.3013-Aug-03 € 2.24 € 2.2914-Aug-03 € 2.30 € 2.2915-Aug-03 € 2.27 € 2.2918-Aug-03 € 2.21 € 2.2819-Aug-03 € 2.26 € 2.2820-Aug-03 € 2.26 € 2.2721-Aug-03 € 2.27 € 2.2722-Aug-03 € 2.26 € 2.2725-Aug-03 € 2.22 € 2.2726-Aug-03 € 2.20 € 2.2627-Aug-03 € 2.21 € 2.2628-Aug-03 € 2.23 € 2.2629-Aug-03 € 2.24 € 2.261-Sep-03 € 2.76 € 2.292-Sep-03 € 2.83 € 2.313-Sep-03 € 2.96 € 2.354-Sep-03 € 3.01 € 2.385-Sep-03 € 3.10 € 2.418-Sep-03 € 3.11 € 2.449-Sep-03 € 3.03 € 2.4710-Sep-03 € 2.79 € 2.4811-Sep-03 € 2.84 € 2.4912-Sep-03 € 3.10 € 2.5115-Sep-03 € 2.97 € 2.5316-Sep-03 € 3.05 € 2.5517-Sep-03 € 2.79 € 2.5623-Sep-03 € 2.50 € 2.5624-Sep-03 € 2.56 € 2.5625-Sep-03 € 2.70 € 2.5626-Sep-03 € 2.63 € 2.5629-Sep-03 € 2.67 € 2.5630-Sep-03 € 2.51 € 2.561-Oct-03 € 2.56 € 2.562-Oct-03 € 2.63 € 2.57

-19-609282_2



Date Price Price 3-Oct-03 € 2.67 € 2.576-Oct-03 € 2.64 € 2.577-Oct-03 € 2.62 € 2.578-Oct-03 € 2.59 € 2.579-Oct-03 € 2.57 € 2.5710-Oct-03 € 2.50 € 2.5713-Oct-03 € 2.52 € 2.5714-Oct-03 € 2.54 € 2.5715-Oct-03 € 2.49 € 2.5716-Oct-03 € 2.53 € 2.5717-Oct-03 € 2.52 € 2.5620-Oct-03 € 2.73 € 2.5721-Oct-03 € 2.78 € 2.5722-Oct-03 € 2.70 € 2.5723-Oct-03 € 2.68 € 2.5824-Oct-03 € 2.62 € 2.5827-Oct-03 € 2.61 € 2.5828-Oct-03 € 2.71 € 2.5829-Oct-03 € 2.72 € 2.5830-Oct-03 € 2.73 € 2.5931-Oct-03 € 2.74 € 2.593-Nov-03 € 2.87 € 2.594-Nov-03 € 2.87 € 2.60

Note: Ninety percent of the Settlement Fund shall be allocated to Class Members who

purchased Alstom ADS on the New York Stock Exchange and ten percent of the Settlement Fund

shall be allocated to Class Members who purchased Alstom ordinary shares on non-United States

exchanges during the Class Period.

WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE SETTLEMENT?

31. If you are a Class Member, unless you exclude yourself, you will remain a member of

the Class, and that means that you cannot sue, continue to sue, or be a part of any another lawsuit

against the Defendants or the other Released Persons about the claims that are being released in this

Settlement. It also means that all of the Court's orders will apply to you and legally bind you,

including with respect to the Released Claims.

-20-609282_2


32. If the Settlement is approved, the Court will enter a judgment (the "Judgment"). The

Judgment will dismiss with prejudice the Consolidated Action and will provide that Lead Plaintiff

and each of the other Class Members who have not timely opted out of the Class, on behalf of

themselves and their predecessors, successors, agents, legal representatives, heirs, executors,

administrators, and assigns, shall be deemed to have, and by operation of the Judgment shall have,

fully, finally, and forever released, relinquished, and discharged all Released Claims (as defined in

¶33 below) against the Released Persons (as defined in ¶34 below) (whether or not such Class

Members execute and deliver Proof of Claim and Release forms). The Judgment will also provide

that each of the Defendants and each of the other Released Persons, on behalf of themselves and


assigns, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and

forever released, relinquished, and discharged all claims against current or former Lead Plaintiffs,

each of the other Class Members and their respective attorneys arising out of or related in any way to

the institution, prosecution, or settlement of claims against the Defendants except for claims relating

to the enforcement of the Settlement.

33. "Released Claims" means all rights, demands, claims, whether known or unknown








-21-6092822


allegations, transactions, events, disclosures, statements, acts or omissions which were alleged or



any Class Members. Released Claims, however, do not include claims to enforce the Settlement.

With respect to Class Members who purchased Alstom ordinary shares on non-United States

exchanges, Released Claims include only claims or causes of actions arising under United States

(whether federal, state, local, statutory, common or other) law. For Class Members who purchased

Alstom ordinary shares on non-United States exchanges, Released Claims do not include claims or

causes of actions arising under non-United States law.

34. "Released Persons" means the Defendants, the Insurers, Alcatel SA, Marconi PLC,

Credit Suisse First Boston (Europe) Ltd., Societe Generale, Merrill Lynch International, ABN











35. "Unknown Claims" means any and all Released Claims which any Settlement Class


-22-609282_2





















existed, upon any theory of law or equity now existing or may come into existence in the future, j



-23-6092822


iiI




part.

WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING?HOW WILL THE LAWYERS BE PAID?

36. Co-Lead Counsel have not received any payment for their services in pursuing claims

against the Defendants on behalf of the Class, nor have they been reimbursed for their litigation

expenses. Co-Lead Counsel will not apply for any attorneys' fees in this Consolidated Action, but,

before final approval of the Settlement, will apply to the Court for an award of expenses incurred in

connection with the prosecution and resolution of the Consolidated Action in an amount not to

exceed $1,950,000, plus interest on such expenses at the same rate as earned on the Settlement

Amount. This amount is significantly less than the more than $4 million in expenses actually

incurred by Co-Lead Counsel in the more than seven years the Consolidated Action has been

pending.

37. Any expenses awarded by the Court to Co-Lead Counsel shall be paid from the

Settlement Fund. Class Members will not be charged directly for any expenses of Co-Lead Counsel.

HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?

38. If you purchased Alstom ADS on the New York Stock Exchange or are a U.S.

resident who purchased Alstom ordinary shares on non-United States exchanges during the time

period between August 3, 1999 through August 6, 2003, inclusive, and you are not excluded by the

definition of the Class and you do not elect to exclude yourself from the Class, then you are a Class

Member, and you will be bound by the proposed Settlement if the Court approves it, and by any

judgment or determination of the Court affecting the Class. If you are a Class Member, you must

-24-609282_2

Case 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 27 of 33i

submit a Proof of Claim and Release form and supporting documentation, to establish your

entitlement to share in the Settlement. A Proof of Claim and Release form is included with this

Notice. You may download additional copies of the Proof of Claim and Release form from the

website maintained by the Claims Administrator for the Settlement. The website is

www.gilardi.com . You may also request a Proof of Claim and Release form by calling toll-free 1-

- - . Those who exclude themselves from the Class, and those who do not submit timely

and valid Proof of Claim and Release forms with adequate supporting documentation, will not be

entitled to share in the Settlement. Please retain all records of your ownership of, or transactions in

Alstom ADS or ordinary shares, as they may be needed to document your claim.

39. As a Class Member, you are represented by Lead Plaintiff and Co-Lead Counsel,

unless you enter an appearance through counsel of your own choice at your own expense. You are

not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of

appearance on your behalf and must serve copies of his or her notice of appearance on the attorneys

listed in ¶46 below.

40. If you do not wish to remain a Class Member, you may exclude yourself from the

Class by following the instructions in the section entitled, "What if I Do Not Want to Be a Part of the

Settlement? How Do I Exclude Myself?," below.

41. If you wish to object to the Settlement or any of its terms, the proposed Plan of

Allocation, or Co-Lead Counsel's application for an award of expenses, and if you do not exclude

yourself from the Class, you may present your objections by following the instructions in the section

entitled, "When and Where Will the Court Decide Whether to Approve the Settlement?," below.

-25-6092822


WHAT IF I DO NOT WANT TO BE A PART OF THE SETTLEMENT?HOW DO I EXCLUDE MYSELF?

42. Each Class Member will be bound by all determinations and judgments in this

lawsuit, including those concerning the Settlement, whether favorable or unfavorable, unless such

person or entity mails or otherwise delivers a written request for exclusion from the Class, addressed

to Alstom Securities Litigation - EXCLUSIONS - c/o Gilardi & Co. LLC, P.O. Box

The exclusion request must be postmarked no later than , 2011. You

will not be able to exclude yourself from the Class after that date. Each request for exclusion must

(i) state the name, address, and telephone number of the person or entity requesting exclusion; (ii)

state that such person or entity "requests exclusion from the Class in In re Alstom SA Securities

Litigation, Master File No. 03-CV-6595-VM(GWG)"; (iii) be signed by the person or entity

requesting exclusion; and (iv) provide the date(s), price(s), and number(s) of shares of all purchases

and sales of Alstom ADS and/or ordinary shares during the Class Period. Requests for exclusion

will not be valid unless they are received within the time stated above and contain all the information

noted above, unless the Court otherwise determines. Please keep a copy of everything that you send

to the Claims Administrator.

43. If you do not want to be part of the Class, you must follow these instructions for

exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding

relating to any Released Claims. If you have a pending lawsuit against any of the Released Persons,

you should consult with your lawyer in that action immediately.

44. If a person or entity requests to be excluded from the Class, that person or entity will

not receive any benefit provided for in the Stipulation and that person or entity may not object to the

Settlement, the Plan of Allocation, or the expense application. If a person or entity excludes himself,

-26-609282_2


herself, or itself, he, she, or it may sue, continue to sue, or be part of a different lawsuit asserting the

claims being released in this Settlement against the Defendants and the other Released Persons.

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THESETTLEMENT?

DO I HAVE TO COME TO THE HEARING?MAY I SPEAK AT THE HEARING IF I DON'T LIKE THE SETTLEMENT?

45. The Settlement Hearing will be held on , 2011, at . m., before

the Honorable Victor Marrero, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl

Street, New York, New York.

46. Any Class Member who does not request exclusion from the Class may object to the

proposed Settlement, the judgment to be entered approving the Settlement, the Plan of Allocation,

and/or Co-Lead Counsel's request for an award of expenses. Objections must be in writing. You

must file any written objection, together with copies of all other papers and briefs, with the Clerk's

Office at the United States District Court for the Southern District of New York at the address set

forth below on or before , 2011. You must also serve the papers on Co-Lead

Counsel and Defendants' Counsel at the addresses set forth below so that the papers are received on

or before , 2011.

Clerk's Office Co-Lead Counsel Defendants' Counsel

Clerk of the Court Ellen Gusikoff Stewart Kevin T. AbikoffUnited States District Court Robbins Geller Rudman Hughes HubbardSouthern District of New York & Dowd LLP & Reed LLPDaniel Patrick Moynihan 655 West Broadway 1775 I Street, N.W.

United States Courthouse Suite 1900 Washington, DC 20006500 Pearl Street San Diego, CA 92101New York, NY 10007 Pamela G. Smith

Katten MuchinRosenman LLP

525 West Monroe StreetSuite 1600Chicago, IL 60661

-27-609282 2


Michael C. MillerEvan GlassmanSteptoe & Johnson LLP750 Seventh AvenueNew York, NY 10019

47. Your written objection must (i) state your name, address, and telephone number; (ii)

include a statement of the reason(s) for your objection; and (iii) include proof of all of your

purchases and sales of Alstom ADS and/or ordinary shares during the Class Period and the price(s)

paid and received. You may not object to the Settlement or any aspect of it if you excluded yourself

from the Class.

48. You may file a written objection without having to appear at the Settlement Hearing.

You may not appear at the Settlement Hearing to present your objection, however, unless you first

filed and served a written objection in accordance with the procedures described above, unless the

Court orders otherwise.

49. If you wish to be heard orally at the hearing in opposition to the approval of the

Settlement, the Plan of Allocation, or Co-Lead Counsel's request for an award of expenses, and if

you have filed and served a timely written objection as described above, you also must notify the

above counsel on or before , 2011 concerning your intention to appear. Persons

who intend to object and desire to present evidence at the Settlement Hearing must include in their

written objections the identity of any witnesses they may call to testify and exhibits they intend to

introduce into evidence at the hearing.

50. You are not required to hire an attorney to represent you in making written objections

or in appearing at the Settlement Hearing. If you decide to hire an attorney, which will be at your

own expense, however, he or she must file a notice of appearance with the Court and serve it on Co-

-28-609282_2


Lead Counsel and Defendants' Counsel so that the notice is received on or before

2011.

51. You do not need to attend the Settlement Hearing unless you wish to object in

person to the proposed Settlement, the proposed Plan of Allocation, and/or the application for

an award of expenses. You can object to or participate in the Settlement without attending the

Settlement Hearing. Class Members do not need to appear at the hearing or take any other

action to indicate their approval.

52. The Settlement Hearing may be adjourned by the Court without further written notice

to the Class. If you intend to attend the Settlement Hearing, you should confirm the date and time

with Co-Lead Counsel.

53. Unless the Court orders otherwise, any Class Member who does not object in the

manner described above will be deemed to have waived any objection and shall be forever

foreclosed from making any objection to the proposed Settlement, the proposed Plan of

Allocation, or Co-Lead Counsel's request for an award of expenses.

WHAT IS THE DIFFERENCE BETWEEN EXCLUDING YOURSELF FROM THECLASS AND OBJECTING TO THE SETTLEMENT?

54. Objecting is simply telling the Court that you do not like something about the

Settlement, the Plan of Allocation, or the application for an award of expenses. You can object only

if you are a member of the Class. Excluding yourself from the Class is telling the Court that you do

not want to be a part of the Settlement. If you exclude yourself from the Class you have no basis to

object because the case no longer affects you.

WHAT IF I BOUGHT SHARES ON SOMEONE ELSE'S BEHALF?

55. If you purchased Alstom ADS and/or ordinary shares during the Class Period for the

beneficial interest of a person or organization other than yourself, you must either (i) send a copy of

-29-609282_2


f

this Notice and the enclosed Proof of Claim and Release form to the beneficial owner of such

Alstom ADS and/or ordinary shares, postmarked no later than fourteen (14) calendar days after you

receive this Notice, or (ii) provide the names and addresses of such persons no later than fourteen

(14) calendar days after you receive this Notice to Alstom Securities Litigation, c/o Gilardi & Co.

LLC, P.O. Box If you choose the second option, the Claims

Administrator will send a copy of the Notice and Proof of Claim and Release form to the beneficial

owner. Upon full compliance with these directions, such nominees may seek reimbursement of their

reasonable expenses actually incurred (subject to review by the Court), by providing the Claims

Administrator with proper documentation supporting the expenses for which reimbursement is

sought. Copies of this Notice and the Proof of Claim and Release form may also be obtained from

the Settlement website, www.gilardi.com, or by calling toll-free 1-- -

CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVEQUESTIONS?

56. This Notice contains only a summary of the terms of the proposed Settlement. More

detailed information about the matters involved in the Consolidated Action is available at

www.gilardi.com, including, among other documents, copies of the Stipulation and the Proof of

Claim and Release form. All inquiries concerning this Notice or the Proof of Claim and Release

form should be directed to Co-Lead Counsel at the address set forth in ¶46 above or the Claims

Administrator at:

Alstom Securities LitigationClaims Administratorc/o Gilardi & Co. LLCP.O. Box

800- -

-30-609282_2


EDO NOT CALL OR WRITE ALSTOM, THE COURT, OR THE OFFICE OF THE

CLERK OF COURT REGARDING THIS NOTICE.

By Order of the CourtDated: , 2011 United States District Court

Southern District of New York

-31-609282 2


EXHIBIT A-2



X

In re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION

CLASS ACTION

This Document Relates To:PROOF OF CLAIM AND RELEASE

ALL ACTIONS.EXHIBIT A-2

x

618382_1


I. GENERAL INSTRUCTIONS

1. To recover as a member of the Class based on your claims in the consolidated action

entitled In re Alstom SA Securities Litigation, Master File No. 03-CV-6595-VM(GWG) (the

"Litigation"), you must complete and, on page _ hereof, sign this Proof of Claim and Release form.

If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release

form, your claim may be rejected and you may be precluded from any recovery from the Net

Settlement Fund created in connection with the proposed Settlement of the Litigation.

2. Submission of this Proof of Claim and Release form, however, does not assure that

you will share in the proceeds of the Settlement of the Litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

AND RELEASE POSTMARKED ON OR BEFORE 2011, ADDRESSED AS

FOLLOWS:

Alstom Securities LitigationClaims Administratorc/o Gilardi & Co. LLC

P.O. Box

If you are NOT a member of the Class (as defined in the Notice of (1) Pendency and Proposed

Settlement of Class Action; (2) Settlement Hearing; and (3) Motion for Expenses (the "Notice")),

DO NOT submit a Proof of Claim and Release form.

4. If you are a member of the Class and you did not timely request exclusion in

connection with the proposed Settlement, you are bound by the terms of any judgment entered in the

Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF

OF CLAIM AND RELEASE FORM.

-1-618382_1


II. CLAIMANT IDENTIFICATION

If you purchased Alstom American Depository Shares ("ADS") on the New York Stock

Exchange or if you are a U.S. resident who purchased Alstom ordinary shares on non-United States

exchanges and held the certificate(s) in your name, you are the beneficial purchaser as well as the

record purchaser. If, however, you purchased Alstom ADS on the New York Stock Exchange or

Alstom ordinary shares on a non-United States exchange and the certificate(s) were registered in the

name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the

third party is the record purchaser.

Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record

("nominee"), if different from the beneficial purchaser of the Alstom ADS or ordinary shares which

forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S), OF THE

ALSTOM ADS OR ORDINARY SHARES UPON WHICH THIS CLAIM IS BASED.

All joint purchasers must sign this claim. Executors, administrators, guardians, conservators,

and trustees must complete and sign this claim on behalf of persons represented by them and their

authority must accompany this claim and their titles or capacities must be stated. The Social

Security (or taxpayer identification) number and telephone number of the beneficial owner may be

used in verifying the claim. Failure to provide the foregoing information could delay verification of

your claim or result in rejection of the claim.

If you are acting in a representative capacity on behalf of a Class Member (for example, as an

executor, administrator, trustee, or other representative), you must submit evidence of your current

authority to act on behalf of that Class Member. Such evidence would include, for example, letters

testamentary, letters of administration, or a copy of the trust documents.

-2-618382_1


NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of

transactions may request to, or may be requested to, submit information regarding their transactions

in electronic files. All claimants MUST submit a manually signed paper Proof of Claim and Release

form listing all their transactions whether or not they also submit electronic copies. If you wish to

file your claim electronically, you must contact the Claims Administrator at 1-800- or visit

their website at www.gilardi.com to obtain the required file layout. No electronic files will be

considered to have been properly submitted unless the Claims Administrator issues to the claimant a

written acknowledgement of receipt and acceptance of electronically submitted data.

III. CLAIM FORM

Use Part II of this form entitled "Schedule of Transactions in Alstom ADS Traded on the

New York Stock Exchange" or Part III entitled "Schedule of United States Residents' Transactions

in Alstom Ordinary Shares on Non-United States Exchanges" to supply all required details of your

transaction(s) in such securities. If you need more space or additional schedules, attach separate

sheets giving all of the required information in substantially the same form. Sign and print or type

your name on each additional sheet.

On the schedules, provide all of the requested information with respect to all of your

purchases of Alstom ADS on the New York Stock Exchange and/or Alstom ordinary shares on non-

United States exchanges which took place at any time between August 3, 1999 through August 6,

2003, inclusive (the "Class Period"), and all of your sales of Alstom ADS on the New York Stock

Exchange and/or Alstom ordinary shares on non-United States exchanges which took place at any

time between August 3, 1999 through November 4, 2003, inclusive, whether such transactions

resulted in a profit or a loss. You must also provide all of the requested information with respect to

all of the Alstom ADS or ordinary shares you held at the close of trading on August 2, 1999, and at

-3-618382_1


the close of trading on August 6, 2003 and on November 4, 2003. Failure to report all such

transactions may result in the rejection of your claim.

List each transaction in the Class Period separately and in chronological order, by trade date,

beginning with the earliest. You must accurately provide the month, day, and year of each

transaction you list.

The date of covering a "short sale" is deemed to be the date of purchase of Alstom ADS or

ordinary shares. The date of a "short sale" is deemed to be the date of sale of Alstom ADS or

ordinary shares.

Copies of stockbroker confirmation slips, stockbroker statements, or other documents

evidencing your transactions in Alstom ADS or ordinary shares should be attached to your claim. If

any such documents are not in your possession, please obtain a copy or equivalent documents from

your broker because these documents are necessary to prove and process your claim. Failure to

provide this documentation could delay verification of your claim or result in rejection of your

claim.

-4-618382_1


UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

In re Alstom SA Securities Litigation

Master File No. 03-CV-6595-VM(GWG)

PROOF OF CLAIM AND RELEASE

Must Be Postmarked No Later Than:

, 2011

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last)

Street Address

City State or Province

Zip Code or Postal Code Country

IndividualSocial Security Number or Corporation/OtherTaxpayer Identification Number

Area Code Telephone Number (work)

Area Code Telephone Number (home)

Record Owner's Name (if different from beneficial owner listed above)

-5-618382_1


PART II:

SCHEDULE OF TRANSACTIONS IN ALSTOM ADS TRADED ON THE NEWYORK STOCK EXCHANGE

A. Number of Alstom ADS held at the close of trading on August 2, 1999: Ifnone, write "zero' or "0." If other than zero, must be documented.

B.

Purchases of Alstom ADS during the time period between August 3, 1999 throughAugust 6, 2003, inclusive.

Trade Date Number of ADS Total Purchase PriceMonth Day Year Purchased

1. 1. 1.

2. 2. 2.

3. 3. 3.

IMPORTANT: Identify by number listed above all purchases in which you covered a "shortsale":

During the time period between August 6, 2003 through November 4, 2003, inclusive, Ipurchased a total of Alstom ADS. If none, write "zero' or "0." If other than zero,must be documented.

C. Sales of Alstom ADS during the time period between August 3, 1999 throughNovember 4, 2003, inclusive. If none, write "zero' or "0." If other than zero, mustbe documented.

Trade Date Number of ADS Total Sales PriceMonth Day Year Sold

1. 1. 1.

2. 2. 2.

3. 3. 3.

D. Number of Alstom ADS held at the close of trading on August 6,' 2003 . Number of Alstom ADS held at the close of trading onNovember 4, 2003: If none, write "zero' or "0." Ifother than zero, must be documented.

-6-618382 1


PART III: SCHEDULE OF UNITED STATES RESIDENTS' TRANSACTIONS IN ALSTOMORDINARY SHARES ON NON-UNITED STATES EXCHANGES

A. Country of Residence on August 3, 1999:

B. Number of Alstom ordinary shares purchased by U.S. residents on non-U.S.exchanges and held at the close of trading on August 2,1999: If none, write "zero" or "0." If other than zero, must be documented.

C. Purchases of Alstom ordinary shares on non-U.S. exchanges by U.S. residents duringthe time period between August 3, 1999 through August 6, 2003, inclusive.

Trade Date Name of Number of Total Purchase Country ofMonth Day Year Exchange Ordinary Shares Price Residence at

Purchased On Purchased Time of Purchase1. 1. 1. 1. 1.

2. 2. 2. 2. 2.

3. 3. 3. 3. 3.

IMPORTANT: Identify by number listed above all purchases in which you covered a "shortsale":

During the time period between August 3, 1999 through November 4, 2003, inclusive, Ipurchased a total of Alstom ordinary shares on non-U.S. exchanges while I was aU.S. resident. If none, write "zero" or "0." If other than zero, must be documented.

D. Sales of Alstom ordinary shares on non-U.S. exchanges by U.S. residents during thetime period between August 3, 1999 through November 4, 2003, inclusive. If none,write "zero" or "0." If other than zero, must be documented.

Trade Date Name of Number of Total Sales Price Country ofMonth Day Year Exchange Sold Ordinary Shares Residence at

On Sold Time of Sale1. 1. 1. 1. 1.

2. 2. 2. 2. 2.

3. 3. 3. 3. 3.

E. Number of Alstom ordinary shares purchased by U.S. residents on non-U.S.exchanges and held at the close of trading on August 6, 2003: . Number ofAlstom ordinary shares purchased by U.S. residents on non-U.S. exchanges and held

-7-618382_1


at the close of trading on November 4, 2003: If none, write "zero' or"0." If other than zero, must be documented.

If you require additional space, attach extra schedules in the same format as above. Sign and

print your name on each additional page.

YOUR SIGNATURE ON PAGE WILL CONSTITUTE YOUR

ACKNOWLEDGMENT OF THE RELEASE.

-8-618382_1


IV. SUBMISSION TO JURISDICTION OF COURT ANDACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release form under the terms of the Settlement

Agreement described in the Notice. I (We) also submit to the jurisdiction of the United States

District Court for the Southern District of New York with respect to my (our) claim as a Class

Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I

am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation.

I (We) agree to furnish additional information to the Claims Administrator to support this claim

(including transactions in other Alstom securities, such as options) if requested to do so. I (We) have

not submitted any other claim covering the same purchases or sales of Alstom ADS or ordinary

shares during the Class Period and know of no other person having done so on my (our) behalf.

V. RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,

finally, and forever settle, release, and discharge from the Released Claims each and all of the

Released Persons.

2. "Released Claims" means all rights, demands, claims, whether known or unknown








allegations, transactions, events, disclosures, statements, acts or omissions which were alleged or

-9-618382_1




Class Members. Released Claims, however, do not include claims to enforce the Settlement. With

respect to Class Members who purchased Alstom ordinary shares on non-United States exchanges,

Released Claims include only claims or causes of actions arising under United States (whether

federal, state, local, statutory, common or other) law. For Class Members who purchased Alstom

ordinary shares on non-United States exchanges, Released Claims do not include claims or causes of

actions arising under non-United States law.

3. "Released Persons" means the Defendants, the Insurers, Alcatel SA, Marconi PLC,

Credit Suisse First Boston (Europe) Ltd., Societe Generale, Merrill Lynch International, ABN











4. "Unknown Claims" means any and all Released Claims which any Settlement Class



-10-618382_1




















existed, upon any theory of law or equity now existing or may come into existence in the future,




-11-618382_1




part.

This release shall be of no force or effect unless and until the Court approves the Settlement

Agreement and the Settlement becomes effective on the Effective Date.

5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or

purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this

release or any other part or portion thereof.

6. I (We) hereby warrant and represent that I (we) have included information about all

of my (our) transactions in Alstom ADS or ordinary shares which occurred during the Class Period

as well as the number of Alstom ADS or ordinary shares held by me (us) at the close of trading on

August 2, 1999 and at the close of trading on August 6, 2003 and on November 4, 2003.

7. 1 (We) certify that I am (we are) not subject to backup withholding under the

provisions of Section 3406(a)(1)(C) of the Internal Revenue Code.

Note: If you have been notified by the Internal Revenue Service that you are subject to

backup withholding, please strike out the language that you are not subject to backup withholding in

the certification above.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing information supplied by the undersigned is true and correct.

-12-618382_1


Executed this day of (Month/Year)

in (City) (State/Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing,e.g., Beneficial Purchaser,Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES ASIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. Remember to attach all supporting documentation, if available.

3. Do not send original stock certificates.

4. Keep a copy of your claim form for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send itCertified Mail, Return Receipt Requested.

6. If you move, please send us your new address.

-13-618382_1


EXHIBIT A-3




CLASS ACTION

This Document Relates To:SUMMARY NOTICE OF PENDENCY AND

ALL ACTIONS. PROPOSED SETTLEMENT OF CLASSACTION

xEXHIBIT A-3

609293_2


TO: ALL PERSONS AND ENTITIES WHO PURCHASED ALSTOM SA ("ALSTOM")AMERICAN DEPOSITORY SHARES ("ADS") ON THE NEW YORK STOCKEXCHANGE AND/OR U.S. RESIDENTS WHO PURCHASED ALSTOM ORDINARYSHARES ON ANY NON-U.S. EXCHANGE DURING THE TIME PERIOD BETWEENAUGUST 3, 1999 THROUGH AUGUST 6, 2003, INCLUSIVE

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTEDBY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil

Procedure and an Order of the United States District Court for the Southern District ofNew York: (i)

of the pendency of the above-captioned action (the "Consolidated Action") as a class action on

behalf of the persons and entities described above (the "Class"), except for certain persons and

entities who are excluded from the Class by definition; and (ii) that a settlement of the Consolidated

Action for $6,950,000 in cash (the "Settlement") has been proposed by the settling parties. A

hearing will be held on , 2011, at _•_ _.m., before the Honorable Victor Marrero,

at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York,

to determine: (i) whether the proposed Settlement should be approved by the Court as fair,

reasonable, and adequate; (ii) whether the Consolidated Action should be dismissed with prejudice

as to the Defendants and the Released Claims fully, finally, and forever released, relinquished, and

discharged as against the Defendants and the other Released Persons; (iii) whether the proposed Plan

of Allocation should be approved as fair and reasonable; and (iv) whether Co-Lead Counsel's

application for an award of expenses should be granted.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS

WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT, AND YOU

MAY BE ENTITLED TO SHARE IN THE NET SETTLEMENT FUND. If you have not yet

received the full printed Notice of Pendency and Proposed Settlement of Class Action (the "Notice")

-1-609293_2


and Proof of Claim and Release form (the "Claim Form"), you may obtain copies of these

documents by contacting the Claims Administrator:

Alstom Securities Litigationc/o Gilardi & Co. LLC

P.O. Box

1- - -

Copies of the Notice and Claim Form may also be downloaded from the website maintained

for the Settlement at www.gilardi.com .

If you are a member of the Class, in order to be eligible to share in the distribution of the Net

Settlement Fund, you must submit a Claim Form postmarked no later than , 2011.

If you are a member of the Class and do not submit a proper Claim Form, you will not share in the

distribution of the Net Settlement Fund but you will nevertheless be bound by any judgment entered

by the Court in the Consolidated Action. To exclude yourself from the Class, you must submit a

written request for exclusion such that it is postmarked no later than , 2011, in

accordance with the instructions set forth in the Notice. Any objections to the proposed Settlement,

the Plan of Allocation, and/or the application for an award of expenses must be filed with the Court

and delivered to counsel for the settling parties as set forth in the Notice such that they are received

no later than , 2011, in accordance with the instructions set forth in the Notice. If

you are a member of the Class and do not exclude yourself from the Class, you will be bound by any

judgment entered by the Court in the Consolidated Action.

PLEASE DO NOT CONTACT ALSTOM, THE COURT, OR THE CLERK'S OFFICE

REGARDING THIS NOTICE. Inquiries, other than requests for the Notice and Claim Form, may

be made to Co-Lead Counsel:

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Ellen Gusikoff StewartROBBINS GELLER RUDMAN

& DOWD LLP655 West Broadway, Suite 1900San Diego, CA 92101

William C. FredericksJai K. ChandrasekharBERNSTEIN LITOWITZ BERGER

& GROSSMANN LLP1285 Avenue of the Americas, 38th FloorNew York, NY 10019

Jay W. EisenhoferGeoffrey C. JarvisChristine MackintoshGRANT & EISENHOFER P.A.1201 North Market Street, Suite 2100Wilmington, DE 19801

DATED: BY ORDER OF THE COURTUNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

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EXHIBIT B

i

f

I




CLASS ACTION

This Document Relates To:[PROPOSED] FINAL JUDGMENT AND

ALL ACTIONS. ORDER OF DISMISSAL

x EXHIBIT B

609274_2


This matter came before the Court for hearing on , 2011 pursuant to the Order

Preliminarily Approving Settlement and Providing for Notice dated , 2011 (the

"Preliminary Approval Order"), on the application of the Parties for approval of the proposed

settlement ("the Settlement") of the above-captioned consolidated class action litigation (the

"Consolidated Action") set forth in the Settlement Agreement dated April 8, 2011 (the "Settlement

Agreement"). Due and adequate notice having been given to the Class as required in the Preliminary

Approval Order, and the Court having considered all papers filed and proceedings had herein and

otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY

ORDERED, ADJUDGED, AND DECREED that:

1. This Judgment incorporates by reference the definitions in the Settlement Agreement,

and all terms used herein shall have the same meanings as set forth in the Settlement Agreement,

unless otherwise set forth herein.

2. This Court has jurisdiction over the subject matter of the Consolidated Action and

over all Parties to the Consolidated Action, including all Class Members.

3. Pursuant to Rule 23(a) and Rule 23(b)(3) of the Federal Rules of Civil Procedure, the

Court finally certifies, for settlement purposes only, the following Class:

All purchasers of Alstom American Depository Shares ("ADS") on the NewYork Stock Exchange during the Class Period, and U.S. residents who purchasedAlstom ordinary shares on non-United States exchanges during the Class Period.Excluded from the Class are Defendants, their officers and directors during the ClassPeriod, the members of their immediate families, and their respective representatives,heirs, successors or assigns, as well as any entity in which Defendants have or had acontrolling interest. Also excluded from the Class are those Persons and entities,identified in Exhibit A hereto, who timely and validly excluded themselvestherefrom.

4. The Court finds, solely for purposes of the Settlement, that the prerequisites for a

class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied

in that: (a) the members of the Class are so numerous that joinder of all Class Members in the

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Consolidated Action is impracticable; (b) there are questions of law and fact common to the Class

which predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of

the claims of the Class; (d) Lead Plaintiff and Co-Lead Counsel have fairly and adequately

represented and protected the interests of all of the Class Members; and (e) a class action is superior

to other available methods for the fair and efficient adjudication of the controversy, considering (i)

the interests of the members of the Class in individually controlling the prosecution of the separate

actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by

members of the Class; (iii) the desirability or undesirability of continuing the litigation of these

claims in this particular forum; and (iv) the difficulties likely to be encountered in the management

of the class action.

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and solely for purposes

of the Settlement, the Court further finally certifies Lead Plaintiff as Class Representative for the

Class and appoints Co-Lead Counsel as Class Counsel.

6. The Court hereby finds that notice of the pendency of this Consolidated Action as a

class action and of the proposed Settlement was given to all Class Members who could be identified

with reasonable effort. The notification provided for and given to the Class was in compliance with

the Preliminary Approval Order, and said notice notification met the requirements of Rule 23 of the

Federal Rules of Civil Procedure, Section 27(a)(7) of the Securities Act of 1933, 15 U.S.C. §77z-

1(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), Section

211)(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-4(a)(7), as amended by the

PSLRA, and due process, and constituted the best notice practicable under the circumstances.

7. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil Procedure,

the Court hereby finds that due and adequate notice of these proceedings was directed to the Class

Members, advising them of the Settlement, the Plan of Allocation, and Co-Lead Counsel's intent to

apply for an award of expenses, and of their right to object thereto, and a full and fair opportunity

was accorded to the Class Members to be heard with respect to the foregoing matters. Thus, it is

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hereby determined that all Class Members who did not timely and properly elect to exclude

themselves by written communication postmarked or otherwise delivered on or before the date set

forth in the Notice and the Preliminary Approval Order, are bound by this Judgment.

8. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby finds

that the Settlement is, in all respects, fair, reasonable, and adequate, and in the best interests of the

Class. The Court further finds that the Settlement set forth in the Settlement Agreement is the result

of arm's-length negotiations between experienced counsel representing the interests of the respective

Parties. Accordingly, the Settlement Agreement and Settlement are hereby finally approved in all

respects, and the Parties are hereby directed to consummate the Settlement in accordance with the

terms and provisions of the Settlement Agreement.

9. The Court hereby dismisses the Consolidated Action with prejudice as to the

Defendants, and without costs as to any Party, except as and to the extent provided in the Settlement

Agreement.

10. Upon the Effective Date, Lead Plaintiff and each of the other Settlement Class

members, on behalf of themselves and their predecessors, successors, agent, legal representatives,

heirs, executors, administrators, and assigns shall be deemed to have, and by operation of this

Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released

Claims against the Released Persons (whether or not such Settlement Class Member executes and

delivers the Proof of Claim and Release form).

11. Upon the Effective Date, Lead Plaintiff and each of the other Settlement Class

members, on behalf of themselves and their predecessors, successors, agents, legal representatives,

heirs, executors, administrators, and assigns, shall be permanently barred and enjoined from the

assertion, institution, maintenance, prosecution, or enforcement of any and all Released Claims

against the Defendants, or any other Released Persons, in any state, federal or foreign court or

arbitral forum.

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12. Upon the Effective Date, each of the Released Persons, on behalf of themselves and


assigns, shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and

forever released, relinquished, and discharged Lead Plaintiff, each and all of the Class Members, and

Plaintiffs' Counsel from all claims (including Unknown Claims) arising out of, relating to, or in

connection with, the institution, prosecution, assertion, settlement, or resolution of the Consolidated

Action or the Released Claims; provided, however, any claim arising out of the violation or breach

of the Settlement Agreement is excepted.

13. Upon the Effective Date, each of the Defendants and each of the other Released

Persons, on behalf of themselves and their predecessors, successors, agents, legal representatives,

heirs, executors, administrators, and assigns, shall be permanently barred and enjoined from the

assertion, institution, maintenance, prosecution, or enforcement of any and all Released Persons'

claims against Lead Plaintiff, each of the other Class Members and their respective attorneys, in any

state or federal court or arbitral forum, or in the court of any foreign jurisdiction.

14. Any plan of allocation submitted by Co-Lead Counsel or any order entered regarding

any expense application shall in no way disturb or affect this Judgment and shall be considered

separate from this Judgment.

15. Neither this Judgment, the Settlement Agreement nor the Settlement contained

therein, nor any act performed or document executed pursuant to or in furtherance of the Settlement

Agreement or the Settlement: (a) is or may be deemed to be or may be used as an admission of, or

evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Released

Persons; (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault

or omission of any of the Released Persons; or (c) is or may be deemed to be, or may be used as an

admission or evidence that any claims asserted by Lead Plaintiff were not valid, that the

consideration to be given hereunder represents the amount which could be or would have been

recovered after trial, or that the damages recoverable under the Complaint would not have been

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greater than the Settlement Amount, in any civil, criminal, or administrative proceeding in any court,

administrative agency, or other tribunal. The Released Persons may file the Settlement Agreement

and/or this Judgment in any other action that may be brought against them in order to support a

defense, or counterclaim based on principles of res judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or

similar defense or counterclaim.

16. Without affecting the finality of this Judgment in any way, this Court hereby retains

continuing exclusive jurisdiction over: (a) implementation of this Settlement; (b) approval of a plan

of allocation; (c) the allowance, disallowance or adjustment of any Class Member's claim on

equitable grounds and any awards or distribution of the Settlement Fund; (d) disposition of the

Settlement Fund; (e) hearing and determining applications for expenses in the Consolidated Action;

all Parties for the purpose of construing, enforcing, and administering the Settlement Agreement and

this Judgment; and (f) other matters related or ancillary to the foregoing.

17. The Court finds that during the course of the Consolidated Action, the Parties and

their respective counsel at all times complied with the requirements of Federal Rule of Civil

Procedure 11.

18. In the event that the Settlement Agreement is not approved by the Court or the

Settlement Agreement does not become effective in accordance with its terms, except as otherwise

provided therein, the terms and provisions of the Settlement Agreement shall have no further force

and effect with respect to the Parties and shall not be used in this Consolidated Action or in any other

proceeding for any purpose, and any order entered by the Court in accordance with the terms of the

Settlement Agreement, including this Judgment, shall be treated as vacated nunc pro tunc, and the

Parties shall be restored to their respective positions in the Consolidated Action as of immediately

prior to January 26, 2011.

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19. Without further order of the Court, the Parties may agree to reasonable extensions of

time to carry out any of the provisions of the Settlement Agreement.

IT IS SO ORDERED.

DATED: THE HONORABLE VICTOR MARREROUNITED STATES DISTRICT JUDGE

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case 1:03-cv-06595-vm -gwg document 383 filed 05/09/11...

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