harry schipper, et al. v. txu corporation, et al. 07-cv...

Case 3:07-cv-01281-L Document 12 Filed 01/17/2008 of 26

IN THE UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

HARRY SCHIPPER, Individually and on §Behalf of All Others Similarly Situated, §

Plaintiff, §

vs. §

TXU CORP., C. JOHN WILDER, JAMES §OESTERREICHER, KERNEY LADAY, SR., §JACK LITTLE, GLENN TILTON, §LEONARD ROBERTS, E. GAIL DE §PLANQUE, LELDON E. ECHOLS, §GERARDO LOPEZ, and MICHAEL §RANGER, §

Defendants. §

CIVIL ACTION NO. 3-07CV1281-G

JOINT MOTION, AND BRIEF IN SUPPORT, FORPRELIMINARY APPROVAL OF CLASS ACTION

SETTLEMENT AND FOR APPROVAL OF NOTICE PLAN


TABLE OF CONTENTS

PAGE

1. INTRODUCTION ...............................................................................................................1

II. BACKGROUND OF THE LITIGATION ......................................................................... ..2

III. THE PROPOSED SETTLEMENT .....................................................................................7

A. The Settlement Class ............................................................................................................7

B. The Settlement Terms ..........................................................................................................7

1. The Disclosures .................................................................................................................. ..7

2. Reduction of the Termination Fee .......................................................................................8

3. Release Of Class Members ' Claims .................................................................................. ..8

IV. PRELIMINARY SETTLEMENT APPROVAL ............................................................... 10

A. The Role Of The Court ...................................................................................................... 10

B. The Court Should Preliminarily Approve the Settlement .................................................. 11

1. There Are No Grounds To Doubt The Fairness Of The Settlement ................................. 13

2. The Settlement Has No Obvious Deficiencies, Such As PreferentialTreatment Of Class Representatives Or Segments Of The Class OrExcessive Compensation For Attorneys ............................................................................ 14

3. The Settlement Falls Within The Range Of Possible Approval ........................................ 15

C. The Court Should Certify the Proposed Settlement Classand Appoint Class Counsel ................................................................................................ 16

V. THE PROPOSED PLAN OF CLASS NOTICE ................................................................ 18

VI. CONCLUSION .................................................................................................................. 20

i


INDEX OF AUTHORITIES

CASE PAGE(S)

Amchem Prods. Inc. v. Windsor,521 U.S. 591 (1997) ................................................................................................................ ......16

Cope v. Duggins,No. 98-3599 Section "L" (2), 2001 U.S. Dist. LEXIS 4380(E.D. La. Apr. 4, 2001) ........................................................................................................... ......11

Cotton v. Hinton,559 F.2d 1326 (5th Cir. 1977) ................................................................................................ ......12

Detroit v. Grinnell Corp.,495 F.2d 448 (2d Cir. 1974) .................................................................................................... ......12

In re Automotive Refinishing Paint Antitrust Litig.,MDL No. 1426, 2003 U.S. Dist. LEXIS 4681 (E.D. Pa. Mar. 17, 2003) ............................... 13-14

In re Combustion, Inc.,968 F. Supp. 1116 (W.D. La. 1997) ........................................................................................ ......12

In re Corrugated Container Antitrust Litig.,643 F.2d 195 (5th Cir. 1981) .................................................................................................. ......11

In re Corrugated Container Antitrust Litig.,MDL No. 310, 1979 U.S. Dist. LEXIS 12096(S.D. Tex. May 30, 1979), aff'd in part & rev'd in part,643 F.2d 195 (5th Cir. 1981) .................................................................................................. ......11

In re Inter-Op Hip Prosthesis Liab. Litig.,204 F.R.D. 359 (N.D. Ohio 2001) .......................................................................................... ......14

In re Nissan Motor Corp. Antitrust Litig.,552 F.2d 1088 (5th Cir. 1977) ................................................................................................ 18,18,19

In re Shell Oil Refinery,155 F.R.D. 552 (E.D. La. 1993) .............................................................................................. 13,13,14

Jackson v. Capital Bank & Trust Co.,Civil Action Nos. 90-4734 Section "B", 90-4735 Section "B,"1994 U.S. Dist. LEXIS 3899 (E.D. La. Mar. 30, 1994) .......................................................... 11,11,19

Lyons v. Marrud, Inc.,[1972-1973 Transfer Binder] Fed. Sec. L. Rep.(CCH) ¶ 93,525 (S.D.N.Y. 1972) ........................................................................................... ......12

11


CASE PAGE (S)

McNamara v. BreXMinerals Ltd.,

214 F.R.D. 424 (E.D. Tex. 2002) ............................................................................... .......10, 13, 16

Mullen v. Treasure Chest Casino, LLC,

186 F.3d 620 (5th Cir . 1999) ..................................................................................... ...................16

Philadelphia Housing Auth. v. American Radiator & Standard Sanitary Corp.,

323 F. Supp. 364 (E . D. Pa. 1970) .............................................................................. ...................12

Reed v. General Motors Corp.,703 F .2d 170 (5th Cir . 1983) ..................................................................................... .......10, 12, 13

Shaw v. Toshiba America Information Sys., Inc.,

91 F. Supp . 2d 942 (E.D. Tex . 2000) ......................................................................... ...................12

Young v. Katz,447 F.2d 431 (5th Cir . 1971) ..................................................................................... ...................12

STATUTES & RULES

Fed. R . Civ. P. 23 ........................................................................................................ ...................16

Fed. R. Civ. P. 23(a) ......................................................................................................................16

Fed. R. Civ. P. 23(a)(1) .................................................................................................................17

Fed. R. Civ. P . 23(a)(2) .................................................................................................................17

Fed. R. Civ. P. 23(a)(3 ) .................................................................................................................17

Fed. R. Civ. P . 23(a)(4) .................................................................................................................17

Fed. R. Civ. P. 23(b) ................................................................................................... ...................16

Fed. R. Civ. P . 23(b)(1) .................................................................................................................18

Fed. R. Civ. P. 23(b)(2) .............................................................................................. ......... 2, 16-18

Fed. R. Civ. P . 23(c)(2)(A) ...........................................................................................................18

Fed. R. Civ. P . 23(e) ...............................................................................................................10,10,13

Fed. R. Civ. P . 23(e)(2) .............................................................................................................2,2,18

Fed. R . Civ. P . 23(g) ......................................................................................................................18

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STATUTES AND RULES PAGEN

Fed. R. Civ. P. 23(g)(1)(A) ...........................................................................................................18

Fed. R. Civ. P. 23(g)(1)(B) ...........................................................................................................18

Fed. R. Civ. P. 23(g)(1)(C) ...........................................................................................................18

15 U.S.C . § 78n(a) ..........................................................................................................................1

17 CFR ¶ 240.14a-9 .......................................................................................................................17

OTHER

Manualfor Complex Litigation , Second § 30.44 ........................................................................... 13

Manualfor Complex Litigation, Third § 30.41 .............................................................................. 13

Manualfor Complex Litigation, Fourth § 13.41 (Federal Judicial Center 2004) .......................... 10

Manualfor Complex Litigation , Fourth § 21.632 (Federal Judicial Center 2004) ........................ 16

Manualfor Complex Litigation , Fourth, § 21.633 (Federal Judicial Center 2004) ....................... 11

Manualfor Complex Litigation, Fourth § 40.42 (Federal Judicial Center 2004) .......................... 11

3B J. Moore , Moore's Federal Practice ¶ 23.80 [2.-1], at 23-479 (2d ed . 1993) ......................... 11

iv


Plaintiff Harry Schipper ("Plaintiff Schipper") and the proposed Settlement Class

(collectively "Plaintiffs") and Defendant TXU Corp. (now known as Energy Future Holdings

Corp.) ("TXU") respectfully request the Court to preliminarily approve the proposed settlement

of this class action (the "Settlement Agreement", attached as Exhibit A) and to approve the plan

for giving notice to Settlement Class members on the grounds set forth below.

1. INTRODUCTION

This class action arising under Section 14(a) of the Securities Exchange Act of 1934

("Exchange Act"), 15 U.S.C. § 78n(a), and the rules and regulations of the Securities and

Exchange Commission ("SEC") promulgated thereunder, was brought in connection with the

solicitation of proxies in favor of a proposed $45 billion leveraged buy-out of TXU to take it

private at $69.25 cash per share to be accomplished by means of a merger. The Plaintiff in this

action contended that shareholder proxies in favor of the leveraged buy-out and merger were

being sought pursuant to an allegedly materially false and misleading preliminary proxy

statement filed with the SEC on or about June 14, 2007 (the "Preliminary Proxy Statement").

TXU, along with defendants C. John Wilder, James Oesterreicher, Kerney Laday, Sr., Jack

Little, Glenn Tilton, Leonard Roberts, E. Gail De Planque, Leldon E. Echols, Gerardo Lopez,

and Michael Ranger (the "Director Defendants" and, along with TXU, the "Defendants"),

disputed Plaintiff Schipper's contentions regarding the Preliminary Proxy Statement.

The proposed settlement seeks approval of the following relief already provided to the

proposed Settlement Class: (1) on July 25, 2007, TXU filed a definitive proxy statement which

included certain disclosures requested by Plaintiff Schipper which Plaintiff Schipper believed

cured the alleged misrepresentations and omissions contained in the preliminary proxy

statement ; and (2) in many circumstances , the termination fee payable by TXU if it withdrew

from the merger was reduced from $ 1 billion to $925 million in order to make it more desirable

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for other bidders to pay more for the company. Plaintiffs' counsel will seek attorneys' fees

exclusively in a related state court case.

The parties plan on mailing a notice of the settlement to all members of the Settlement

Class and in publishing summary notice one time each in the national edition of the Wall Street

Journal and the Dallas Morning News. Such notice is the best possible notice under the

circumstances , and it fully complies with the requirements of due process and Fed. R. Civ. P.

23 (e)(2).

This joint motion merely asks the Court to: (i) determine that the proposed Settlement

Class is a proper class for settlement purposes, (ii) determine that the settlement is within the

range of possible approval such that notice should be given to the Settlement Class and a fairness

hearing scheduled, (iii) approve the proposed notices, and (iv) schedule the fairness hearing. The

motion does not ask the Court to finally decide whether the settlement should be approved.

The State Court has set its hearing on approval of the Settlement for 1:30 p.m. on April

18, 2008, from 1:30 p.m. to 3:30 p.m. For the convenience of the parties and any class members

who wish to attend the hearings in both courts, the parties respectfully ask the Court to set the

Fairness Hearing on April 18, 2008, either immediately following the State Court hearing at 4:00

p.m. or preceding it in the morning.

II. BACKGROUND OF THE LITIGATION

A. Plaintiffs purchased or acquired shares of the common stock of TXU and held

such shares at all relevant times;

B. TXU was, at all relevant times hereto , a corporation duly organized and existing

under the laws of the State of Texas, with its principal place of business located at 1601 Bryan

Street , Dallas, Texas 75201-3411;

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C. On February 26, 2007, TXU announced that its Board had unanimously approved

an agreement and plan of merger (the "Merger Agreement"), pursuant to which, among other

things, an acquisition entity formed by Kohlberg Kravis Roberts & Co. and Texas Pacific Group

(collectively , the "Sponsors"), as well as certain financial institutions , agreed to acquire TXU

and the outstanding shares of common stock of TXU would be converted into the right to receive

$69.25 per share (the "Proposed Acquisition");

D. Between February 27, 2007, and March 20, 2007, three actions styled Gary and

Lon Grady, Derivatively On Behalf of TXU Corp. v. C. John Wilder, et al., No. 07-1779;

Catholic Medical Mission Board, Derivatively On Behalf of TXU Corp. v. C. John Wilder, et al.,

No. 07-01842 ; and Walter and Rita Goldmann, derivatively on behalf of TXU Corp. v, C. John

Wilder, et al., No. 07-2482 (collectively, the "State Derivative Actions"), were filed in state

district court in Dallas County, Texas (the "State Court"), derivatively on behalf of TXU against

the Sponsors, the Director Defendants, and various financial institutions alleging that these

defendants breached their fiduciary duties, or aided and abetted other defendants' breaches of

their fiduciary duties, by failing to conduct a proper sale process in connection with the Proposed

Acquisition and to obtain adequate consideration for TXU' s shareholders;

E. Between March 5, 2007, and March 8, 2007, three actions styled Staehr v. Wilder,

et al., Civil No. 07-0432, Cohen v. Echols, et al., Civil No. 07-0422, and Gottdiener v. Echols, et

al., Civil No. 07-0406 (collectively, the "Federal Derivative Actions"), were filed in the United

States District Court for the Northern District of Texas (the "Federal Court") on behalf of TXU

against the Sponsors and the Director Defendants alleging that these defendants breached their

fiduciary duties, or aided and abetted other defendants' breaches of their fiduciary duties, by

failing to conduct a proper sale process in connection with the Proposed Acquisition and to

obtain adequate consideration for TXU' s shareholders;

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F. Between February 25, 2007 , and March 7, 2007, eight shareholder class actions

(collectively, the "State Class Actions") were filed in State Court against the Sponsors, the

Director Defendants, and various financial institutions alleging that these defendants breached

their fiduciary duties, or aided and abetted other defendants' breaches of their fiduciary duties,

by failing to conduct a proper sale process in connection with the Proposed Acquisition and to

obtain adequate consideration for TXU' s shareholders;

G. On March 26, 2007, the State Derivative Actions were consolidated under the

caption In re TXU Corp. Derivative Litigation , Consolidated Cause No . 07-1779 , in the State

Court;

H. On March 26, 2007, the State Class Actions were consolidated under the caption

In re TXU Corp. Shareholder Litigation , Consolidated Cause No . 07-01707, in the State Court;

1. On March 27, 2007, the defendants moved to dismiss the Federal Derivative

Actions, which motions are still pending;

J. On April 11, 2007, an Amended Consolidated Class Action Petition was filed in

In re TXU Corp. Shareholder Litigation in the State Court;

K. Also on April 11, 2007, a Consolidated Amended Shareholder Derivative Petition

for Breach of Fiduciary Duty was filed in In re TXU Corp. Derivative Litigation in the State

Court;

L. On May 18, 2007 , an order was entered by the State Court in In re TXU Corp.

Derivative Litigation, Consolidated Cause No. 07-1779, staying that action, and a Derivative

Demand Committee appointed by TXU' s Board (the "Committee") subsequently began an

investigation of the allegations in that action and of similar derivative claims asserted in the

Federal Derivative Actions;

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M. On May 25 , 2007, an order was entered by the State Court in In re TXU Corp.

Shareholder Litigation, Consolidated Cause No. 07-01707, granting the defendants' pleas to the

jurisdiction, special exceptions, and motions to dismiss the First Amended Consolidated Class

Action Petition;

N. On May 31, 2007 , the plaintiff in In re TXU Corp. Shareholder Litigation,

Consolidated Cause No. 07-01707 , filed a motion for reconsideration and new trial;

0. On June 14, 2007, TXU filed the Preliminary Proxy Statement with the Securities

and Exchange Commission ("SEC") relating to the shareholder vote on the Merger Agreement;

P. On July 3, 2007, a shareholder class action captioned Gottdiener, et al. v. Echols,

et al., Civil No. 07-1200, was filed in the Federal Court alleging claims similar to those in In re

TXUCorp. Shareholder Litigation;

Q. On July 11, 2007, the Federal Court granted the plaintiffs unopposed motion to

dismiss Gottdiener, et al. v. Echols, et al., Civil No. 07-1200, without prejudice;

R. After reviewing the Preliminary Proxy Statement and certain documents produced

by TXU and the Sponsors (the "Settling Defendants"), on July 13, 2007 , counsel for Plaintiff

Schipper in this case , and counsel for Plaintiff Goldmann in In re TXU Corp. Derivative

Litigation jointly wrote to counsel for the Sponsors setting forth , inter alia, the terms upon which

Plaintiffs would consider a settlement of claims arising from the Merger (the "Settlement

Demand Letter");

S. On July 18, 2007, the Committee filed a motion in the State Court to extend the

stay of In re TXU Corp. Derivative Litigation , which motion is still pending;

T. On July 19, 2007, Schipper was filed in this Court against TXU and the Director

Defendants on behalf of TXU's common shareholders alleging that the Preliminary Proxy

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Statement contains material misrepresentations and omissions in violation of the federal

securities laws;

U. Thereafter, counsel for Plaintiffs and counsel for the Sponsors engaged in

extensive negotiations, pursuant to which the Sponsors agreed, subject to TXU's approval, to (i)

make supplemental disclosures to TXU shareholders, and (ii ) modify the Termination Fee (as

that term is defined in the Merger Agreement);

V. While TXU' s Board determined that neither TXU nor any individual Board

member would contribute any monetary consideration to any plaintiff in connection with the

settlement , TXU, through its Board , agreed to make supplemental disclosures and to modify the

Termination Fee;

W. On July 23, 2007, after engaging in good faith discussions and arm ' s-length

negotiations with regard to the possible settlements of Schipper and In re TXU Corp. Derivative

Litigation (collectively, the "Settled Actions"), Plaintiffs and the Settling Defendants

(collectively, the "Settling Parties") reached an agreement in principle providing for the

settlement of Schipper (the "Federal Settlement") and the settlement of In re TXU Corp.

Derivative Litigation (the "State Settlement" and, along with the Federal Settlement, the

"Settlements"), subject to Plaintiffs conducting discovery concerning the fairness,

reasonableness, and adequacy of the Settlements, and further subject to the negotiation of this

Settlement Agreement;

X. On July 25, 2007, TXU filed a definitive proxy statement which set September 7,

2007, as the date for the shareholder vote on the Merger Agreement and which included certain

disclosures requested by Plaintiffs in the Settlement Letter (the "Definitive Proxy Statement");

Y. On July 25, 2007, the plaintiff in In re TXU Corp. Shareholder Litigation,

Consolidated Cause No. 07-01707, withdrew his motion for reconsideration and new trial;

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Case 3:07-cv-01281- L Document 12 Filed 01/17/2008 of 26

Z. On September 7, 2007, the shareholders of TXU approved the Merger;

AA. On January 7, 2008 , the parties entered into the Settlement Agreement , a copy of

which is attached hereto as Exhibit A. To the extent any term used in this Joint Motion is not

defined above, it shall have the meaning as defined in the Settlement Agreement.

III. THE PROPOSED SETTLEMENT

A. The Settlement Class

The proposed Settlement Class is defined in the Settlement Agreement as follows:

"Settlement Class" means a non-opt out class for settlement purposes of allholders of TXU common stock at any time from February 23, 2007, through andincluding October 10, 2007, including any and all of their respective successors-in-interest, predecessors, representatives, trustees, executors, administrators, heirs,

assigns, or transferees, immediate and remote, and any person or entity acting for

or on behalf of, or claiming under, any of them, and each of them. Excluded from

the Settlement Class are Defendants, members of the immediate family of any

such Defendant, any entity which such a Defendant has or had a controlling

interest, officers of TXU and the legal representatives, agents, executors, heirs,successors or assigns of any such excluded person.

Settlement Agreement ¶ 1.12.

B. The Settlement Terms

1. The Disclosures

The Settling Defendants agreed to, and did, include in the Definitive Proxy

Statement the following disclosures requested in the Settlement Demand Letter:

(a) information detailing whether members of the Sponsors and management

or TXU' s Board or management had any material , pre-existing

relationships, including joint board service or business relationships,

which allowed shareholders to assess potential conflicts of interests of the

transaction;

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(b) information concerning TXU's and the Sponsors ' efforts to garner support

for the Merger from both the environmental lobby and legislature;

(c) information pertaining to TXU' s future environmental efforts;

(d) information pertaining to the "go-shop" process, which allowed

shareholders to evaluate the effectiveness of the process;

(e) information detailing how TXU's financial advisor concluded that the

discount rates and other financial metrics it employed were accurate and

appropriate relative to its analysis of TXU's weighted average cost of

capital and internal rates of return, which allowed shareholders to evaluate

the reasonableness of the analysis;

(f) information pertaining to changes to the opinion of the financial advisor

since the date of the Merger Agreement based on subsequent earnings

announcements, modifications to projections, or changes in assumptions

stemming from either financial, global, industry specific, or company

specific occurrences; and

(g) information pertaining to the actions taken by the Committee in response

to the litigation and claims asserted therein, including the demand made on

the Board.

Settlement Agreement 12. 1.

2. Reduction of the Termination Fee

In many circumstances, the fee payable by TXU if it terminated the Merger

Agreement was reduced from $1 billion to $925 million. Settlement Agreement ¶ 2.2.

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3. Release Of Class Members' Claims

In return for the above consideration, the "Released Persons" will receive a release of the

"Released Claims," which are defined as:

"Released Claims" means any and all claims, demands, rights, actions or causesof action, liabilities, damages, losses, obligations, judgments, suits, injunctions,fees, expenses, costs, matters and issues of any kind or nature whatsoever,whether known or unknown, contingent or absolute, suspected or unsuspected,disclosed or undisclosed, hidden or concealed, matured or unmatured, that havebeen, could have been, or in the future can or might be asserted in the SettledActions, or in any court, tribunal or proceeding (including, but not limited to, anyclaims arising under federal or state statutory or common law relating to allegedfraud, breach of any duty, negligence, violations of the federal securities laws orotherwise), including claims by or on behalf of any member of the SettlementClass (whether individual, class, derivative, representative, legal, equitable or anyother type or in any other capacity), against the Released Persons whether or notany such Released Persons were named, served with process or appeared in theSettled Actions, which have arisen, could have arisen, arise now or hereafter ariseout of, or relate in any manner to the Merger, the Proposed Acquisition, or theallegations, facts, events, matters, statements, representations, misrepresentations,omissions, or any other matter, thing or cause whatsoever, or any series thereof,embraced, involved or set forth in, or referred to or otherwise related to: (i) theMerger or the Proposed Acquisition, or any amendment thereto; (ii) the fiduciaryobligations of any of the Released Persons in connection with the Merger or theProposed Acquisition, or any amendment thereto; (iii) the negotiations inconnection with the Merger or the Proposed Acquisition, or any amendment orsupplement thereto; and (iv) the disclosure obligations of any of the ReleasedPersons in connection with the Merger or the Proposed Acquisition, or anyamendment thereto, including any allegations of misrepresentations and/oromissions in the Preliminary Proxy Statement and/or the Definitive ProxyStatement and exhibits thereto or any amendment thereto; provided however, thatthe Released Claims shall not include any appraisal right of the Plaintiffs or anymembers of the Settlement Class or the rights of the Plaintiffs or any members ofthe Settlement Class to enforce the terms of this Settlement Agreement in theFederal Court or the State Court, as the case may be;


The entities receiving the release, the "Released Persons," are defined as:

"Released Persons" means Kohlberg Kravis Roberts & Co., TPG Capital, L.P.(f/k/a Texas Pacific Group), TXU Corp., Leldon E. Echols, Kerney Laday, JackE. Little, Gerardo I. Lopez, J.E. Oesterreicher, Michael W. Ranger, Leonard H.Roberts, Glenn F. Tilton, C. John Wilder, E. Gail de Planque, Goldman, Sachs &Co., Goldman Sachs Credit Partners L.P., GS Capital Partners VI Fund,

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L.P., GSCP VI Offshore TXU Holdings, L.P., GS Capital Partners VI Offshore,L.P., GSCP VI Germany TXU Holdings, LP, GS Capital Partners VI GmbH &Co. KG, GS Capital Partners VI Parallel, L.P., GS Global Infrastructure PartnersI, LP, GS Infrastructure Offshore TXU Holdings, LP, GS InternationalInfrastructure Partners I, L.P., GS Institutional Infrastructure Partners I, LP, KKR2006 Fund, L.P., KKR PEI Investments, L.P., KKR Partners III, L.P., TPGPartners V, L.P., TPG Partners IV, L.P., TPG FOF V-A, L.P., TPG FOF V-B,L.P., Texas Energy Future Co-Invest, LP, Citigroup Global Markets Inc.,Citigroup Alternative Investments LLC, JPMorgan Chase Bank, N.A., J.P.Morgan Securities Inc., J.P. Morgan Ventures Corporation, Lehman Brothers,Inc., Lehman Brothers Commercial Bank, Lehman Commercial Paper Inc.,Lehman Brothers Co-Investment Partners L.P., Lehman Brothers Co-InvestmentCapital Partners L.P., Lehman Brothers Co-Investment Group L.P., LehmanBrothers PEP Investments I, L.P. (Incorporated), Lehman Brothers Fund of FundsXVIII - Co-Investment Holdings, LP, Lehman Brothers Secondary OpportunitiesPooling, LP, Lehman Brothers Real Assets Fund, LP, LB I Group, Inc., MorganStanley & Co. Incorporated, Morgan Stanley Senior Funding, Inc., Energy FutureHoldings Corp. ("EFH"), Texas Energy Future Holdings Limited Partnership,Texas Energy Future Capital Holdings LLC and Texas Energy Future Merger SubCorp and/or their respective families, parent entities, associates, affiliates orsubsidiaries, and each and all of their respective past, present or future officers,directors, stockholders, agents, representatives, employees, attorneys, financial orinvestment advisors, advisors, consultants, accountants, investment bankers,commercial bankers, trustees, engineers, agents, insurers, co-insurers andreinsurers, heirs, executors, trustees, general or limited partners or partnerships,limited liability companies, members, investors, heirs, executors, personal or legalrepresentatives, estates, administrators, predecessors, successors and assigns.


IV. PRELIMINARY SETTLEMENT APPROVAL

A. The Role Of The Court

As the Court knows, Rule 23(e) of the Federal Rules of Civil Procedure requires judicial

approval for any compromise of claims brought on a class basis. Approval of a proposed

settlement is a matter within the broad discretion of the district court. See Reed v. General

Motors Corp., 703 F.2d 170, 172 (5th Cir. 1983). "Approval of a class action settlement

involves a two-step process. First, the Court makes a preliminary fairness evaluation of the

proposed terms of settlement submitted by counsel ." McNamara v. Bre-X Minerals Ltd., 214

F.R.D. 424, 426 (E.D. Tex. 2002). "Second , if the Court determines that the settlement is fair,

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the Court directs that notice pursuant to Rule 23(e) be given to the class members of a formal

fairness hearing, at which arguments and evidence may be presented in support of and in

opposition to the settlement ." Id; see also Manual for Complex Litigation, Fourth § 13.41

(Federal Judicial Center 2004) (hereinafter "Manual 4th")

B. Preliminary Approval of the Settlement is Appropriate

As the Court no doubt is aware, the Court must "make a preliminary determination on the

fairness, reasonableness, and adequacy of the settlement terms." Manual 4th § 21.633. The role

of the Court is to examine the materials submitted and decide whether the settlement appears fair

on its face. In re Corrugated Container Antitrust Litig., 643 F.2d 195, 212 (5th Cir. 1981); Cope

v. Duggins, No. 98-3599 Section "L" (2), 2001 U.S. Dist. LEXIS 4380, at *3 (E.D. La. Apr. 4,

2001). The primary question raised by a request for preliminary approval is whether the

proposed settlement is "within the range of reasonableness." Manual 4th § 40.42; see also

Jackson v. Capital Bank & Trust Co., Civil Action Nos. 90-4734 Section "B", 90-4735 Section

"B", 1994 U.S. Dist. LEXIS 3899, at *4 (E.D. La. Mar. 30, 1994) ("[T]his Court preliminary

approves of the settlement as being within the range of possible approval. . . ."); In re

Corrugated Container Antitrust Litigation, MDL No. 310, 1979 U.S. Dist. LEXIS 12096, at * 1

(S.D. Tex. May 30, 1979) (granting preliminary approval upon finding that "these settlements

are within the range of possible approval and that notice of them should be given to the class

members"), aff'd in part & rev'd in part, 643 F.2d 195 (5th Cir. 1981).

Preliminary approval does not require the Court to answer the ultimate question of

whether a proposed settlement is fair, reasonable and adequate. Rather, that decision is made

only after the final hearing and after notice of the settlement has been given to the class members

and they have had an opportunity to voice their views of the settlement. See 3B J. Moore,

Moore's Federal Practice ¶ 23.80[2.-1], at 23-479 (2d ed. 1993). Preliminary approval is merely

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the prerequisite to giving notice so that "the proposed settlement ... may be submitted to

members of the prospective class for their acceptance or rejection." Philadelphia Housing

Auth. v. American Radiator & Standard Sanitary Corp., 323 F . Supp . 364, 372 (E.D. Pa. 1970).

In considering a potential settlement, the Court need not reach any ultimate conclusions

on the substantive factual or legal issues of plaintiffs' claims . See Detroit v. Grinnell Corp.,

495 F.2d 448, 456 (2d Cir. 1974). "The court ... must not try the case in the settlement hearings

because `the very purpose of the compromise is to avoid the delay and expense of such a trial."

Reed, 703 F.2d at 172 (quoting Young v. Katz, 447 F.2d 431 (5th Cir. 1971)); Shaw v. Toshiba

America Information Sys., Inc., 91 F. Supp. 2d 942, 959 (E.D. Tex. 2000). "A district court

faced with a proposed settlement must compare its terms with the likely rewards the class would

have received following a successful trial of the case." Reed, 703 F.2d at 172 (citing Cotton v.

Hinton, 559 F.2d 1326, 1330 (5th Cir. 1977)). See also In re Combustion, Inc., 968 F. Supp.

1116 (W.D. La. 1997) ("The proposed settlement need not be proven to be a reflection of what

actually would happen if these parties went to trial. It need only adequately reflect a reasonable

estimation of the value of the case in view of what might have happened at trial.")

Moreover, the opinion of experienced counsel supporting the settlement is entitled to

considerable weight. See Reed, 703 F.2d at 175 ("[T]he value of the assessment of able counsel

negotiating at arm's length cannot be gainsaid. Lawyers know their strengths and they know

where the bones are buried ."). As the court explained in Lyons v. Marrud, Inc., [1972-1973

Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶ 93,525 (S.D.N.Y. 1972), "[e]xperienced and

competent counsel have assessed these problems and the probability of success on the merits.

They have concluded that compromise is well-advised and necessary. The parties' decision

regarding the respective merits of their positions has an important bearing on this case ." Id. at

92,520.

-12-


Here, experienced counsel for Plaintiff Schipper and the Settling Defendants, after arm's-

length negotiations, and informed on Plaintiff Schipper's side by information provided

cooperatively by the Settling Defendants, have concluded that the proposed settlement is in the

best interests of their respective clients. Thus the parties maintain that the settlement merits

preliminary approval and submission to the Settlement Class for its consideration.

1. There Are No Grounds To Doubt The Fairness Of The Settlement.

The criteria for evaluating a request for preliminary approval have been summarized as

follows:

If the preliminary evaluation of the proposed settlement does not disclose grounds

to doubt its fairness or other obvious deficiencies, such as unduly preferential

treatment of class representatives or of segments of the class, or excessivecompensation for attorneys, and appears to fall within the range of possible

approval, the court should direct that notice under Rule 23(e) be given to the classmembers of a formal fairness hearing, at which arguments and evidence may bepresented in support of and in opposition to the settlement.

McNamara, 214 F.R.D. at 430 (quoting Manual for Complex Litigation , Third § 30.41). Under

these criteria, the Court should grant preliminary approval of the proposed settlement and order

the dissemination of notice.

The first consideration in the preliminary-approval analysis is whether "`the proposed

settlement appears to be the product of serious, informed, non-collusive negotiations,"' In re

Shell Oil Refinery, 155 F.R.D. 552, 555 (E . D. La. 1993) (quoting Manual for Complex

Litigation, Second § 30.44). In applying this factor, courts give substantial weight to the

experience of the attorneys who prosecuted the case and negotiated the settlement . See Reed,

703 F.2d at 175; McNamara, 214 F.R.D. at 430-31 ("Counsel on all sides have proved to the

Court their knowledge of the facts and law relevant to this case. Settlement was reached by

knowledgeable counsel, and it was arrived at after much negotiation as is evidenced by the time

it took the parties to reach an agreement."); In re Automotive Refinishing Paint Antitrust Litig.,

-13-


MDL No. 1426, 2003 U.S. Dist. LEXIS 4681, at *3 (E.D. Pa. Mar. 17, 2003) (granting

preliminary settlement approval) ("[I]t is appropriate to give deference to the recommendations

of experienced attorneys who have engaged in arms-length settlement negotiations."). Indeed,

when a settlement is negotiated at arm's length by experienced counsel, there is a presumption

that it is fair and reasonable. See In re Inter-Op Hip Prosthesis Liab. Litig., 204 F.R.D. 359, 380

(N.D. Ohio 2001) (granting preliminary settlement approval) ("[W]hen a settlement is the result

of extensive negotiations by experienced counsel , the Court should presume it is fair ."); Shell Oil

Refinery, 155 F.R.D. at 556 (citing evidence of counsel demonstrating "their conviction that the

settlement amount was well within the range of possible approval and was the result of arms

length, non-collusive bargaining")

The proposed settlement here is the product of extensive, arm's-length negotiations. The

negotiations were informed by the knowledge Plaintiffs' counsel had gained from their

exhaustive review of thousand of pages of public documents , including TXU's SEC filings and

analysts' reports, their review of non-public documents provided by the Settling Defendants and

consultation with a financial expert. Based on their familiarity with the factual and legal issues,

the parties were able to negotiate a fair settlement, taking into account the costs and risks of

continued litigation. The negotiations were at all times hard-fought and at arm's-length, and they

have produced a result that the settling parties believe to be in their respective best interests.

2. The Settlement Has No Obvious Deficiencies , Such As PreferentialTreatment Of Class Representatives Or Segments Of The Class Or ExcessiveCompensation For Attorneys.

The proposed settlement has no obvious deficiencies. After the crash of the credit

markets in the summer of 2007, it became obvious that no superior proposals would be made to

buy TXU. In addition , given the options available to management to improve TXU's share price

as set forth in the Preliminary Proxy Statement, it was apparent that continued operation by

-14-


TXU's management was not likely to increase the share price above the price offered in the

Merger in the foreseeable future. For that reason, it became apparent to Plaintiff Schipper that

the shareholders of TXU should be allowed to vote on the Merger , as long as they were supplied

with complete and accurate information. As a result of the changes and additions to the Proxy

Statement resulting from Plaintiff Schipper's work, the shareholders were given that complete

and accurate information.

Importantly, the Released Claims do not include any appraisal rights of the shareholders.

Accordingly, any shareholders who believe that the price they received for their shares was not

adequate maintain any rights they may have to seek additional compensation through the

appraisal process provided under state law.

Furthermore, the settlement provides no preferential treatment for Plaintiff Schipper. He

received the exact same disclosure and adjustment to the Termination Fee as all the other

members of the Settlement Class. Moreover, the settlement does not mandate excessive

compensation for Plaintiffs' counsel. The Settlement Agreement authorizes Class Counsel and

counsel in the other Actions to apply to the state court for an award of attorneys' fees not to

exceed $3.5 million. See Settlement Agreement ¶ 6.1. Such an amount is reasonable

considering the amount of time and effort put in by the significant number of firms involved in

all of the Actions.

3. The Settlement Falls Within The Range Of Possible Approval.

This action complained about misrepresentations and omissions in the Preliminary Proxy

Statement. Plaintiffs maintain the proposed settlement rectified all those alleged problems by

providing complete and accurate information in the Definitive Proxy Statement. Simply put, the

proposed settlement achieves one hundred percent (100%) relief based upon the claims of

Plaintiff Schipper.

-15-


It is true that some of the other Actions complained of the amount paid for TXU. But, as

explained above, because of, among other things, developments in the credit markets, it became

clear that it was highly unlikely that any greater price could ever be obtained for TXU. As a

consequence, it became in the best interests of the proposed Settlement Class for them to have

the chance to vote on the proposed Merger, so long as they received complete and accurate

information. l

In light of the above considerations, the proposed settlement as a whole falls clearly

within the range of possible final approval . The Court should therefore grant preliminary

approval of the settlement and direct that notice of it be given to the Settlement Class.

C. The Court Should Certify the Proposed Settlement Class and Appoint ClassCounsel

Prior to granting preliminary approval of a settlement, in addition to determining that the

settlement terms fall within the range of possible approval, the Court should determine that the

proposed Settlement Class is a proper class for settlement purposes. See Manual 4th § 21.632;

Amchem Prods. Inc. v. Windsor , 521 U.S . 591, 620 ( 1997). See also McNamara, 214 F.R.D. at

426-27. The Court can certify a class where plaintiffs demonstrate that the proposed class and

proposed class representatives meet the four prerequisites in Rule 23(a) - numerosity,

commonality, typicality and adequacy of representation - and one of the three requirements of

Rule 23(b). Fed. R. Civ. P. 23; Mullen v. Treasure Chest Casino, LLC, 186 F.3d 620, 623 (5th

Cir. 1999). In this case , the parties seek certification pursuant to Fed. R. Civ. P. 23(b)(2), which

allows a class action to be maintained where "the party opposing the class has acted or refuse to

act on grounds that apply generally to the class, so that final injunctive relief or corresponding

declaratory relief is appropriate respecting the class as a whole." Fed. R. Civ. P. 23(b)(2).

I Over 74 percent of the total outstanding shares of TXU common stock ultimately were voted in favor of theadoption of the Merger Agreement. Of the shares voted, over 95 percent voted in favor of the Merger.

-16-


According to the Form 10-Q TXU filed with the SEC on November 9, 2006, as of

November 6, 2006, there were 459,240,549 shares of TXU stock outstanding owned by

thousands of shareholders of record scattered throughout the United States. Clearly, the

Settlement Class is so numerous that joinder of all Settlement Class members is impracticable.

See Fed. R. Civ. P. 23(a)(1).

Based on the allegations by Plaintiff, there are questions of law and fact common to the

Settlement Class, including (1) whether any one or more of the Defendants had engaged in a plan

and scheme to solicit proxies from Plaintiffs pursuant to a false and misleading proxy statement,

and (2) whether the Preliminary Proxy Statement violated Section 14(a) of the Exchange Act or

Rule 14a-9 promulgated by the SEC, 17 CFR ¶ 240.14a-9. See Fed. R. Civ. P. 23(a)(2).

Plaintiff Schipper's claims are typical of those of the Settlement Class because, like all

members of the Settlement Class, he was being asked to decide whether to approve the Merger

based upon the Preliminary Proxy Statement. See Fed. R. Civ. P. 23(a)(3). Plaintiff Schipper

and his counsel have fairly and adequately represented and protected the interests of all

Settlement Class members, as demonstrated by the proposed settlement and the factual history of

the case recited above. See Fed. R. Civ. P. 23(a)(4).

By filing a Preliminary Proxy Statement to be sent to all members of the Class,

Defendants acted on grounds that applied generally to the proposed Settlement Class. That is, by

making additional disclosures in the Definitive Proxy Statement actually sent to the Settlement

Class pursuant to the proposed settlement, it was no longer necessary for Plaintiffs to seek final

injunctive relief preventing the promulgation of the allegedly misleading proxy. Accordingly,

certification pursuant to Rule 23 (b)(2) is appropriate . See Fed. R. Civ. P. 23(b)(2).

-17-


In sum, the parties have demonstrated that the Settlement Class is suitable for

certification. Accordingly, the Court should certify the Settlement Class pursuant to Rule

23(b)(2) for purposes of granting preliminary approval of the settlement.

Under Rule 23, "a court that certifies a class must appoint class counsel ... [who] must

fairly and adequately represent the interests of the class ." Fed. R. Civ. P. 23(g)(1)(A), (B). In

making this determination, the Court must consider counsel's: (1) work in identifying or

investigating potential claims; (2) experience in handling class actions or other complex

litigation, and the types of claims asserted in the case; (3) knowledge of the applicable law; and

(4) resources committed to representing the class . Fed. R. Civ. P. 23(g)(1)(C).

Plaintiff Schipper requests the Court to appoint his counsel, Stanley, Mandel & Iola,

L.L.P., and Wolf Haldenstein Adler Freeman & Hertz, LLP, as Class Counsel . Their experience

in handling class actions, other complex litigation, and the types of claims asserted in the action,

their knowledge of the applicable law and the resources that they committed to representing the

Settlement Class are made evident by their firm resumes attached hereto as Exhibits B and C

respectively. These factors, as well as work the firms did in identifying and investigating

potential claims in the action, are also demonstrated by the Complaint they filed and the factual

recitations regarding the pursuit of this litigation set forth above . Based thereon , the Court

should appoint Plaintiff Schipper' s counsel as Class Counsel pursuant to Rule 23(g).

V. THE PROPOSED PLAN OF CLASS NOTICE

Rule 23(c)(2)(A) provides that, "For any class certified under Rule 23(b)(1) or (b)(2), the

court may direct appropriate notice to the Class." Rule 23(e)(2) provides that, "The court must

direct notice in a reasonable manner to all class members who would be bound by the proposal."

The notice must "contain an adequate description of the proceedings written in objective, neutral

terms that, insofar as possible, may be understood by the average absentee class member." In re

-18-


Nissan Motor Corp. Antitrust Litig., 552 F.2d 1088, 1103 (5th Cir. 1977). The notice must also

"contain information that a reasonable person would consider to be material" in evaluating the

settlement . Id. at 1105.

Here, the parties propose to mail an individual notice (Settlement Agreement, Ex. E

thereto), to all people who fall within the definition of the Settlement Class and whose names

and addresses can be reasonably identified from TXU's shareholder lists and transfer records.

The parties further propose to supplement the mailed notice with a summary notice (Settlement

Agreement, Ex. F thereto), published in the Wall Street Journal and the Dallas Morning News.

Thus, the proposed method of notice comports with Rule 23 and the requirements of due process.

See, e.g., Jackson, 1994 U.S. Dist. 3899, at *4-8 (holding that adequate notice was provided by

mailing notice to each class member whose address could be obtained through reasonable effort,

supplemented by newspaper publication of summary notice).

The proposed form of mailed notice here, among other things, describes the nature,

history, and status of the litigation ; sets forth the definition of the Settlement Class; states the

class claims and issues ; says that Settlement Class Members may enter an appearance through

their own counsel; discloses the right of people who fall within the definition of the Settlement

Class to object to it, as well as the deadline and procedure for doing so; and warns of the binding

effect of the settlement approval proceedings on the Settlement Class. In addition, the notice

describes the settlement and sets out the amount of attorneys' fees and expenses that Plaintiffs'

Counsel intend to seek in connection with final settlement approval; provides a website and toll

free number from which to seek further information and to request a return call from Plaintiffs'

counsel; and summarizes the reasons the parties are proposing the settlement.

The notice also discloses the date, time, and place of the formal fairness hearing, and the

procedures for commenting on the settlement and appearing at the hearing. The notice contents

-19-


therefore satisfy all applicable requirements. Therefore, in addition to granting preliminary

settlement approval, the Court should also approve the parties' proposed form and method of

giving notice to the Settlement Class.

VI. CONCLUSION

For the foregoing reasons, Plaintiff respectfully asks the Court to grant preliminary

approval of the proposed settlement and to enter the proposed Preliminary Order submitted

herewith.

DATED: January 11 , 2008. Respectfully submitted,

Marc R. Stanley

Texas Bar No. 19046500Roger L. MandelTexas Bar No. 12891750Martin WoodwardTexas Bar No. 00797693STANLEY MANDEL & IOLA, LLP3100 Monticello Avenue, Suite 750Dallas, Texas 75205Telephone: (214) 443-4300Facsimile: (214) 443-0358

Mark C. RifkinGregory M. NespoleGustavo F. BrucknerMatthew GuineyWOLF HALDENSTEIN ADLERFREEMAN & HERZ LLP

270 Madison AvenueNew York, NY 10016(212) 545-4600 (Telephone)(212) 545-4653 (Fax)

Attorneys for Plaintiff

-20-


- and -

DATED: January la, 2008.David P. PooleState Bar No. 161237501601 Bryan Street , Suite 600Dallas , Texas 75201

Attorney for Defendant TXU Corp.

CERTIFICATE OF SERVICE

I hereby certify that on the J7ay of January, 2008, I electronically filed the

foregoing document with the Clerk of the Court for the United States District Court, Northern

District of Texas, using the electronic case filing system of the Court. The electronic case filing

system sent a "Notice of Electronic Filing" to the following attorneys of record who have

consented in writing to accept this Notice as service of this document by electronic means:

David P. Poole - dpooleauu. coinGerard G. Pecht - gpecht cbfulbright.com

Roger L. Mandel

-21-

Case 3:07-cv-01281-L Document 12-2 Filed 01 /17/2008 Page 1 of 72

EXHIBIT A



DALLAS DIVISION

HARRY SCHIPPER, Individually and on )

Behalf of All Others Similarly Situated, )

Plaintiff, )

vs. )

)TXU CORP., C. JOHN WILDER, JAMES )

OESTERREICHER, KERNEY LADAY, SR.,)

JACK LITTLE, GLENN TILTON, )

LEONARD ROBERTS, E. GAIL DE )

PLANQUE, LELDON E. ECHOLS, )

GERARDO LOPEZ, and MICHAEL )

RANGER, )


Defendants.

CAUSE NO. 07-01779

IN THE DISTRICT COURT OF

In re TXU Corp. Derivative Litigation DALLAS COUNTY, TEXAS44' JUDICIAL DISTRICT

SETTLEMENT AGREEMENT

Plaintiff Harry Schipper, individually and on behalf of all Settlement Class Members'

("Plaintiff Schipper"), and plaintiffs Walter and Rita Goldmann, individually and on behalf of

TXU Corp. (collectively, "Plaintiff Goldmann" and, along with Plaintiff Schipper, "Plaintiffs")

All defined terms are defined in the Definitions section unless defined in these Recitals orotherwise indicated.


and the Settling Defendants, by and through their undersigned attorneys , enter into the following

Settlement Agreement, subject to court approval:

RECITALS

A. Plaintiffs purchased or acquired shares of the common stock of TXU Corp.

("TXU") and held such shares at all relevant times;

B. TXU was, at all relevant times hereto, a corporation duly organized and existing

under the laws of the State of Texas, with its principal place of business located at 1601 Bryan

Street , Dallas, Texas 75201-3411;

C. On February 26, 2007, TXU announced that TXU's Board had unanimously

approved an agreement and plan of merger (the "Merger Agreement"), pursuant to which, among

other things , an acquisition entity formed by Kohlberg Kravis Roberts & Co. and Texas Pacific

Group (collectively, the "Sponsors"), as well as certain financial institutions , agreed to acquire

TXU and the outstanding shares of common stock ofTXU would be converted into the right to

receive $69.25 per share (the "Proposed Acquisition");

D. Between February 27, 2007, and March 20, 2007, three actions styled Gary and

Lon Grady, Derivatively On BehalfofTXU Corp. v. C. John Wilder, et al., No. 07-1779;

Catholic Medical Mission Board, Derivatively On BehalfofTXU Corp. v. C. John Wilder, et al.,

No. 07-01842; and Walter and Rita Goldmann, derivatively on behalffof TXU Corp. v. C. John

Wilder, et al., No. 07-2482 (collectively, the "State Derivative Actions"), were filed in state

district court in Dallas County, Texas (the "State Court") derivatively on behalf ofTXU against

the Sponsors , the Director Defendants, and various financial institutions alleging that these

defendants breached their fiduciary duties, or aided and abetted other defendants ' breaches of

2



Acquisition and to obtain adequate consideration for TXU's shareholders;

E. Between March 5, 2007, and March 8, 2007, three actions styled Staehr v. Wilder,

et al., Civil No. 07-0432, Cohen v. Echols, et al., Civil No. 07-0422, and Gottdiener v. Echols, et

al., Civil No. 07-0406 (collectively, the "Federal Derivative Actions"), were filed in the United

States District Court for the Northern District of Texas (the "Federal Court") on behalf ofTXU

against the Sponsors and the Director Defendants alleging that these defendants breached their

fiduciary duties, or aided and abetted other defendants' breaches of their fiduciary duties, by


obtain adequate consideration for TXU's shareholders;

F. Between February 25, 2007, and March 7, 2007, eight shareholder class actions

(collectively, the "State Class Actions") were filed in State Court on behalf of TXU against the

Sponsors, the Director Defendants, and various financial institutions alleging that these

defendants breached their fiduciary duties, or aided and abetted other defendants' breaches of


Acquisition and to obtain adequate consideration for TXU's shareholders;

G. On March 26, 2007, the State Derivative Actions were consolidated under the

caption In re 7XU Corp. Derivative Litigation , Consolidated Cause No. 07-1779, in the State

Court;

H. On March 26, 2007, the State Class Actions were consolidated under the caption

In re TXU Corp. Shareholder Litigation , Consolidated Cause No . 07-01707, in the State Court;

On March 27, 2007, the defendants moved to dismiss the Federal Derivative

Actions, which motions are still pending;


J. On April 11, 2007, an Amended Consolidated Class Action Petition was filed in

In re TXU Corp. Shareholder Litigation in the State Court;

K. Also on April 11, 2007, a Consolidated Amended Shareholder Derivative Petition

for Breach of Fiduciary Duty was filed in In re TXU Corp. Derivative Litigation in the State

Court;

L. On May 18, 2007, an order was entered by the State Court in In re TXU Corp.

Derivative Litigation, Consolidated Cause No. 07-1779, staying that action, and a Derivative

Demand Committee appointed by TXUs Board (the "Committee") subsequently began an

investigation of the allegations in that action and of similar derivative claims asserted in the

Federal Derivative Actions;

M. On May 25 , 2007, an order was entered by the State Court in In re TXU Corp.

Shareholder Litigation, Consolidated Cause No. 07-01707, granting the defendants' pleas to the

jurisdiction, special exceptions, and motions to dismiss the First Amended Consolidated Class

Action Petition;

N. On May 31 , 2007, the plaintiff in In re 7XU Corp. Shareholder Litigation,

Consolidated Cause No. 07-01707, filed a motion for reconsideration and new trial;

0. On June 14, 2007, TXU filed a preliminary proxy statement with the Securities

and Exchange Commission ("SEC") relating to the shareholder vote on the Merger Agreement

(the "Preliminary Proxy Statement");

P. On July 3, 2007, a shareholder class action captioned Gottdiener, et al. v. Echols,

et al., Civil No. 07-1200, was filed in the Federal Court alleging claims similar to those in In re

TXU Corp. Shareholder Litigation;

4


Q. On July 11, 2007, the Federal Court granted the plaintiff s unopposed motion to

dismiss Gottdiener, et al. v. Echols, et al., Civil No. 07-1200, without prejudice;

R. After reviewing the Preliminary Proxy Statement and certain documents produced

by the Settling Defendants , on July 13, 2007, counsel for Plaintiff Schipper in Schipper v. TXU

Corp., et al., Civil No. 07-1281 ("Schipper"), and counsel for Plaintiff Goldmann in In re TXU

Corp. Derivative Litigation jointly wrote to counsel for the Sponsors setting forth, inter alia, the

terms upon which Plaintiffs would consider a settlement of claims arising from the Merger (the

"Settlement Demand Letter");

S. On July 18, 2007, the Committee filed a motion in the State Court to extend the

stay ofIn re 7XXU Corp. Derivative Litigation, which motion is still pending;

T. On July 19, 2007, Schipper was filed in the Federal Court against TXU and the

Director Defendants on behalf of TXU's common shareholders alleging that the Preliminary

Proxy Statement contains material misrepresentations and omissions in violation of the federal

securities laws;

U. Thereafter, counsel for Plaintiffs and counsel for the Sponsors engaged in

extensive negotiations , pursuant to which the Sponsors agreed, subject to TXU's approval, to (i)

make supplemental disclosures to TXU shareholders, and (ii ) modify the Termination Fee (as

that term is defined in the Merger Agreement);

V. While TXU' s Board determined that neither TXU nor any individual Board

member would contribute any monetary consideration to any plaintiff in connection with the

settlement , TXU, through its Board, agreed to make supplemental disclosures, as set forth in

Paragraph 2.1 below, and to modify the Termination Fee, as set forth in Paragraph 2.2 below;


W. On July 23, 2007, after engaging in good faith discussions and arm's-length

negotiations with regard to the possible settlements of Schipper and In re TXU Corp. Derivative

Litigation (collectively, the "Settled Actions"), Plaintiffs and the Settling Defendants

(collectively, the "Settling Parties") reached an agreement in principle providing for the

settlement of Schipper (the "Federal Settlement") and the settlement ofIn re TXU Corp.

Derivative Litigation (the "State Settlement" and, along with the Federal Settlement, the

"Settlements"), subject to Plaintiffs conducting discovery concerning the fairness,

reasonableness, and adequacy of the Settlements, and further subject to the negotiation of this

Settlement Agreement;

X. On July 25, 2007, TXU filed a definitive proxy statement which set September 7,

2007, as the date for the shareholder vote on the Merger Agreement and which includes certain

disclosures requested by Plaintiffs in the Settlement Letter (the "Definitive Proxy Statement");

Y. On July 25, 2007, the plaintiff in In re TXU Corp. Shareholder Litigation,

Consolidated Cause No. 07-01707, withdrew his motion for reconsideration and new trial;

Z. On September 7, 2007, the shareholders ofTXU approved the Merger;

AA. The Settling Parties recognize the substantial time and expense that would be

incurred by further litigation in this matter and the uncertainties inherent in any such litigation;

BB. The Settling Parties have concluded that their interests would be best served by a

settlement of the Settled Actions;

CC. The initiation and prosecution of the Actions, the averments contained in the

various complaints, and the Settlements were material contributing factors in TXU's decision to

amend portions of the Definitive Proxy Statement, as set forth in Paragraph 2.1 below, and to

modify the Termination Fee, as set forth in Paragraph 2.2 below;

6


DD. The Released Persons deny all allegations of wrongdoing, fault, liability or

damage to Plaintiffs and the putative class, deny that they engaged in any wrongdoing, deny that

they committed any violation of law, deny that they acted improperly in any way, believe that

they acted properly at all times, and believe the Actions have no merit, but wish to settle the

Settled Actions on the terms and conditions stated herein in order to eliminate the burden and

expense of further litigation, and to put the Released Claims to rest, without in any way

acknowledging any wrongdoing, fault, liability or damage to Plaintiffs and the Settlement Class;

and

EE. Plaintiffs and their counsel have considered: (i) the facts developed during

Plaintiffs' investigation of this matter; (ii) the attendant risks of litigation and the uncertainty of

the outcome of the Settled Actions; (iii) that the supplemental disclosures by TXU and

modification to the termination fee, as described below, provide a substantial benefit to the TXU

common shareholders ; and (iv) that , under the circumstances , the terms and conditions of the

Settlement are fair, reasonable , and adequate, and that it is in the best interests of Plaintiffs and

the TXU Shareholders to settle the Settled Actions as set forth below.

NOW, THEREFORE, IT IS STIPULATED AND AGREED, subject to court

approval, by Plaintiffs and the Settling Defendants, as follows:

1. DEFINITIONS

As used in this Settlement Agreement , the following terms have the meanings specified

below:

1.1. "Actions" means all of the actions referenced in the Recitals.

1.2. "Defendants" means the defendants named in the Actions.


1.3. "Director Defendants" and the "Board" mean C. John Wilder, James

Oesterreicher, Kerney Laday, Sr., Jack Little, Glenn Tilton, Leonard Roberts, Leldon E. Echols,

Gerardo Lopez, and Michael Ranger.

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

specified in Paragraph 2.7 hereof have been met and have occurred.

1.5. "Federal Judgment" means the judgment to be rendered by the Federal Court,

substantially in the form attached hereto as Exhibit B.

1.6. "Final" means the date when an order is no longer subject to further appeal or

review, whether by exhaustion of any possible appeal, writ of certiorari, lapse of time or

otherwise.

1.7. "Judgments" means the Federal Judgment and the State Judgment.

1.8. "Merger" means the acquisition of TXU and the conversion of the outstanding

shares of common stock ofTXU into the right to receive $69.25 per share.

1.9. "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

their spouses, heirs, predecessors, successors, representatives, or assignees.

1.10. "Released Claims" means any and all claims, demands, rights, actions or causes

of action, liabilities, damages, losses , obligations, judgments, suits, injunctions, fees, expenses,

costs, matters and issues of any kind or nature whatsoever, whether known or unknown,

contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed,

While E. Gail De Planque was a member of the Board, she recused herself from any deliberation

related to the Proposed Acquisition and was non-suited, dismissed, or not named in the Actions.

Case 3:07-cv-01281-L Document 12-2 Filed 01/17/2008 Page 10 of 72

matured or unmatured, that have been, could have been, or in the future can or might be asserted

in the Settled Actions, or in any court, tribunal or proceeding (including, but not limited to, any

claims arising under federal or state statutory or common law relating to alleged fraud, breach of

any duty, negligence, violations of the federal securities laws or otherwise), including claims by

or on behalf of any member of the Settlement Class (whether individual, class, derivative,

representative, legal, equitable or any other type or in any other capacity), against the Released

Persons whether or not any such Released Persons were named, served with process or appeared

in the Settled Actions, which have arisen, could have arisen, arise now or hereafter arise out of,

or relate in any manner to the Merger, the Proposed Acquisition, or the allegations, facts, events,

matters, statements, representations, misrepresentations, omissions, or any other matter, thing or

cause whatsoever, or any series thereof, embraced, involved or set forth in, or referred to or

otherwise related to: (i) the Merger or the Proposed Acquisition, or any amendment thereto; (ii)

the fiduciary obligations of any ofthe Released Persons in connection with the Merger or the

Proposed Acquisition, or any amendment thereto; (iii) the negotiations in connection with the

Merger or the Proposed Acquisition, or any amendment or supplement thereto; and (iv) the

disclosure obligations of any of the Released Persons in connection with the Merger or the

Proposed Acquisition, or any amendment thereto, including any allegations of misrepresentations

and/or omissions in the Preliminary Proxy Statement and/or the Definitive Proxy Statement and

exhibits thereto or any amendment thereto; provided however, that the Released Claims shall not

include any appraisal right of the Plaintiffs or any members of the Settlement Class or the rights

of the Plaintiffs or any members of the Settlement Class to enforce the terms of this Settlement

Agreement in the Federal Court or the State Court, as the case may be;

9


1.11. "Released Persons" means Kohlberg Kravis Roberts & Co., TPG Capital, L.P.

(f/k/a Texas Pacific Group), TXU Corp., Leldon E. Echols, Kerney Laday, Jack E. Little,

Gerardo I. Lopez, J.E. Oesterreiicher, Michael W. Ranger, Leonard H. Roberts, Glenn F. Tilton,

C. John Wilder, E. Gail de Planque, Goldman, Sachs & Co., Goldman Sachs Credit Partners

L.P., GS Capital Partners VI Fund, L.P., GSCP VI Offshore TXU Holdings, L.P., GS Capital

Partners VI Offshore, L.P., GSCP VI Germany TXU Holdings, LP, GS Capital Partners VI

GmbH & Co. KG, GS Capital Partners VI Parallel, L.P., GS Global Infrastructure Partners I, LP,

GS Infrastructure Offshore TXU Holdings, LP, GS International Infrastructure Partners I, L.P.,

GS Institutional Infrastructure Partners I, LP, KKR 2006 Fund, L.P., KKR PEI Investments,

L.P., KKR Partners III, L.P., TPG Partners V, L.P., TPG Partners IV, L.P., TPG FOF V-A, L.P.,

TPG FOF V-B, L.P., Texas Energy Future Co-Invest, LP, Citigroup Global Markets Inc.,

Citigroup Alternative Investments LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities

Inc., J.P. Morgan Ventures Corporation, Lehman Brothers, Inc., Lehman Brothers Commercial

Bank, Lehman Commercial Paper Inc., Lehman Brothers Co-Investment Partners L.P., Lehman

Brothers Co-Investment Capital Partners L.P., Lehman Brothers Co-Investment Group L.P.,

Lehman Brothers PEP Investments I, L.P. (Incorporated), Lehman Brothers Fund of Funds

XVIII -- Co-Investment Holdings, LP, Lehman Brothers Secondary Opportunities Pooling, LP,

Lehman Brothers Real Assets Fund, LP, LB I Group, Inc., Morgan Stanley & Co. Incorporated,

Morgan Stanley Senior Funding, Inc., Energy Future Holdings Corp. ("EFH"), Texas Energy

Future Holdings Limited Partnership, Texas Energy Future Capital Holdings LLC and Texas

Energy Future Merger Sub Corp and/or their respective families, parent entities, associates,

affiliates or subsidiaries, and each and all of their respective past, present or future officers,

directors, stockholders, agents, representatives, employees, attorneys, financial or investment

10


advisors, advisors, consultants, accountants, investment bankers, commercial bankers, trustees,

engineers, agents, insurers, co-insurers and reinsurers, heirs, executors, trustees, general or

limited partners or partnerships, limited liability companies, members, investors, heirs,

executors, personal or legal representatives, estates, administrators, predecessors, successors and

assigns.

1.12. "Settlement Class" means a non-opt out class for settlement purposes of all

holders of TXU common stock at any time from February 23, 2007, through and including

October 10, 2007, including any and all of their respective successors-in-interest, predecessors,

representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and

remote, and any person or entity acting for or on behalf of, or claiming under, any ofthem, and

each of them. Excluded from the Settlement Class are Defendants, members of the immediate

family of any such Defendant, any entity which such a Defendant has or had a controlling

interest , officers of TXU and the legal representatives, agents , executors, heirs , successors or

assigns of any such excluded person.

1.13. "Settlement Class Member(s)" means a Person who falls within the definition of

the Settlement Class as set forth in Paragraph 1.12 of this Settlement Agreement.

1.14. "Settling Defendants" means the Sponsors and TXU, for the purposes described

herein.

1.15. "State Judgment" means the judgment to be rendered by the State Court,

substantially in the form attached hereto as Exhibit D.

1.16. "TXU Shareholders " means all Persons who held TXU common stock at any time

from November 27, 2006, to October 10, 2007.

11


2. TERMS OF SETTLEMENT AGREEMENT AND AGREEMENT OFSETTLEMENT

2.1. In consideration for the dismissal and release of the Released Claims against the

Released Persons and the settlement of the Settled Actions, the Settling Defendants agreed to,

and did, include in the Definitive Proxy Statement the following disclosures requested in the

Settlement Demand Letter:

(a) information detailing whether members of the Sponsors and management

or TXU's Board or management had any material, pre-existing

relationships, including joint board service or business relationships,

which allowed shareholders to assess potential conflicts of interests of the

transaction;

(b) information concerning TXU's and the Sponsors ' efforts to garner support

for the Merger from both the environmental lobby and legislature;

(c) information pertaining to TXU's future environmental efforts;

(d) information pertaining to the "go-shop" process, which allowed

shareholders to evaluate the effectiveness of the process;

(e) information detailing how TXU's financial advisor concluded that the

discount rates and other financial metrics it employed were accurate and

appropriate relative to its analysis of TXU's weighted average cost of

capital and internal rates of return, which allowed shareholders to evaluate

the reasonableness of the analysis;

(f) information pertaining to changes to the opinion of the financial advisor

since the date of the Merger Agreement based on subsequent earnings

announcements, modifications to projections, or changes in assumptions

12


stemming from either financial, global, industry specific, or company

specific occurrences; and

(g) information pertaining to the actions taken by the Committee in response

to the litigation and claims asserted therein, including the demand made on

the Board.

2.2. Pursuant to a letter dated July 23, 2007, Texas Energy Future Holdings Limited

Partnership and Texas Energy Future Merger Sub Corp., the entities formed by the Sponsors to

acquire TXU, confirmed to TXU their understanding that, notwithstanding Section 8.5(b) of the

Merger Agreement, the Termination Fee shall be in the amount of$1,000,000,000.00 (one

billion dollars) if the Termination Fee becomes payable in connection with a termination

pursuant to Section 8.4(a) of the Merger Agreement that is not made in respect of a Superior

Proposal (as that term is defined in the Merger Agreement), but otherwise the Termination Fee

shall be an amount equal to $925,000,000.00 (nine hundred twenty five million dollars).

2.3. Settling Defendants have provided or will provide discovery, including such

documents, interviews, and/or depositions as reasonably requested by Plaintiffs' counsel, to

Plaintiffs' counsel at a time mutually agreed to by the Settling Parties to confirm the fairness and

adequacy of the Settlements and the disclosures related to the Proposed Acquisition.

2.4. The Settling Parties agree, pursuant to Federal Rule of Civil Procedure 23(b)(1)

and (b)(2), for settlement purposes only, that Schipper shall proceed as a non-opt-out class action

on behalf of the Settlement Class.

2.5. All proceedings in the Settled Actions, except Settlement-related proceedings,

shall be stayed until the Effective Date. The Settling Parties further agree, if necessary, to jointly

request a stay of any proceedings in any other action pending final approval of the Settlements.

13


2.6. Pending final determination of whether the Settlements should be approved,

Plaintiffs, all Settlement Class Members, and all TXU Shareholders, and any of them, are barred

and enjoined from commencing, prosecuting, instigating or in any way participating in the

commencement or prosecution of any action asserting any Released Claims, either directly,

representatively, derivatively or in any other capacity, against any Released Person.

2.7. The Settlements shall be conditioned on the occurrence, and shall be deemed

effective after all of the following conditions have been satisfied, provided however, that the

Settlements are not conditioned on any court's approval of the award of attorneys' fees provided

for herein:

(a) Plaintiff Schipper's counsel concludes, after obtaining the discovery

requested and agreed upon, that the Federal Settlement memorialized

herein is fair, reasonable, adequate, and in the best interests of the

Settlement Class;

(b) Plaintiff Goldmann's counsel concludes, after obtaining the discovery

requested and agreed upon, that the State Settlement memorialized herein

is fair, reasonable , adequate, and in the best interests of TXU;

(c) the Merger has been consummated;

(d) the Federal Court has entered the Federal Judgment, or a judgment

substantially in the form of Exhibit B attached hereto, the Federal

Judgment has become Final, Schipper is dismissed with prejudice, and the

dismissal of Schipper has become Final;

(e) the State Court has entered the State Judgment, or a judgment substantially

in the form of Exhibit D attached hereto, the State Judgment has become

14


Final, In re 7XU Corp. Derivative Litigation is dismissed with prejudice,

and the dismissal of In re TXU Corp. Derivative Litigation has become

Final;

(f) the Federal Derivative Actions have been dismissed with prejudice, and

the dismissal of the Federal Derivative Actions has become Final; and

(g) the plaintiff in In re TXU Corp. Shareholder Litigation , Cause No. 07-

01707, has dismissed with prejudice any appeal or other challenge to the

dismissal of that action with prejudice.

2.8. If all of the conditions specified in Paragraph 2.7 hereof are not satisfied, then this

Settlement Agreement shall be canceled and terminated subject to Paragraph 2.9 hereof, unless

Plaintiffs' counsel and counsel for the Settling Defendants mutually agree in writing to proceed

with this Settlement Agreement.

2.9. In the event that the conditions in Paragraph 2.7 are not satisfied in full or the

Settlements set forth in this Settlement Agreement is terminated in accordance with its terms,

this Settlement Agreement shall be null and void and of no force and effect and the Settling

Parties shall be restored to their respective positions in the Actions as of July 22, 2007 , unless

otherwise agreed to by the Settling Parties pursuant to Paragraph 2.8. In such event , ( i) the

existence of this Settlement Agreement , its contents , and the negotiations leading to it (a) shall

have no further force and effect with respect to the Settling Parties, and (b) shall not be

admissible in evidence , nor referred to for any purpose, in the Settled Actions or in any other

litigation or proceeding, and (ii) any judgment or order entered by any court in accordance with

the terms of this Settlement Agreement shall be treated as vacated , nunc pro tune. Settling

Defendants reserve the right to oppose certification of any class in future proceedings in such

15


event and further reserve all other rights and defenses that Settling Defendants could have raised

had the Settlements not been entered into by the Settling Parties.

3. SETTLEMENT APPROVAL HEARINGS

3.1. Within a reasonable period of time after execution of this Settlement Agreement,

Plaintiff Schipper's counsel shall submit this Settlement Agreement together with its Exhibits to

the Federal Court and shall apply for entry of a preliminary approval order, substantially in the

form ofExhibit A hereto (the "Preliminary Approval Order"), requesting, inter alia, certification

of the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(l) and (b)(2),

preliminary approval of the Federal Settlement, and approval of the form and manner of the

mailing of a notice substantially in the form attached as Exhibit E to this Settlement Agreement

(the "Notice") to members of the Settlement Class and the publication of summary notice

substantially in the form attached as Exhibit F to this Settlement Agreement (the "Summary

Notice") one time each in the National Edition ofTHE WALL STETJOURNAL and the Dallas

Morning News, and scheduling a date for a fairness hearing (the "Fairness Hearing") to

determine whether the Federal Judgment substantially in the form attached as Exhibit B to this

Settlement Agreement should be entered finally approving the Federal Settlement, approving the

release, and dismissing this action with prejudice. The Notice shall include the general terms of

the State Settlement and the Federal Settlement as provided in this Settlement Agreement and the

dates of the Fairness Hearing in Federal Court and the Settlement Hearing in the State Court.

3.2. Within a reasonable period of time after execution of this Settlement Agreement,

Plaintiff Goldmann's counsel shall submit this Settlement Agreement together with its Exhibits

to the State Court and will apply to the State Court for a scheduling order, substantially in the

form attached as Exhibit C to this Settlement Agreement (the "Scheduling Order"), requesting,

inter alia, preliminary approval of the State Settlement and approval of the form and manner of

16


the mailing of the Notice to all TXU Shareholders in accordance with Texas Business

Organizations Code 21.560(b) and the publication of the Summary Notice, and scheduling a date

for a settlement hearing (the "Settlement Hearing") to determine whether the State Judgment

substantially in the form attached as Exhibit D to this Settlement Agreement should be entered

finally approving the State Settlement, approving the release, and dismissing this action with

prejudice.

3.3. Plaintiffs' counsel shall assume the responsibility of providing the Notice and

Summary Notice in accordance with the Preliminary Approval Order and the Scheduling Order.

Prior to the Fairness Hearing, Plaintiffs' counsel shall file with the Federal Court an appropriate

affidavit or declaration with respect to preparing and mailing of the Notice to the Settlement

Class and publication of the Summary Notice. Prior to the Settlement Hearing, Plaintiffs'

counsel shall file with the State Court an appropriate affidavit or declaration with respect to

preparing and mailing ofthe Notice to the TXU Shareholders and publication of the Summary

Notice. EFH shall pay all reasonable costs and expenses incurred in providing the Notice and

Summary Notice when and as billed by the Settlement Administrator, with the understanding

that notice shall be effected as set forth in Paragraphs 3.1 and 3.2 above.

3.4. If the Federal Court approves the Federal Settlement (including any modifications

thereto made with the consent of all Settling Parties) following the Fairness Hearing as fair,

reasonable and adequate and in the best interests of the Settlement Class, the Settling Parties

jointly shall request the Federal Court to enter the Federal Judgment substantially in the form

attached hereto as Exhibit B.

3.5. If the State Court approves the State Settlement (including any modifications

thereto made with the consent of all Settling Parties) following the Settlement Hearing as fair,

17


reasonable and adequate, the Settling Parties jointly shall request the State Court to enter the

State Judgment substantially in the form attached hereto as Exhibit D.

4. RELEASE

4.1. Upon the Effective Date, Plaintiffs, each of the Settlement Class Members and

each of the TXU Shareholders shall be deemed to have, and by operation of the Judgments shall

have, fully, finally, and forever released, relinquished and discharged all Released Claims

(including claims that Plaintiffs, each of the Settlement Class Members and each of the TXU

Shareholders do not know or suspect to exist at the time of the release, which if known, might

have affected such party's decision to enter into the release) against the Released Persons. By

operation of the entry of the Judgments, upon the Effective Date, Plaintiffs, the Settlement Class

Members, and the TXU Shareholders for themselves and their respective heirs, executors,

administrators, predecessors, representatives, agents, successors, and assigns, agree to waive and

shall be deemed to have waived any and all provisions, rights and benefits which they now have,

or in the future may have by virtue of the provisions of § 1542 of the California Civil Code and

any other similar, comparable or equivalent law or provision with respect to the Released

Claims, which section provides as follows:

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor.

4.2. Upon the Effective Date, the Judgments will permanently bar and enjoin the

institution and prosecution by Plaintiffs, any Settlement Class Members, and any TXU

Shareholders of any other action against any Released Person in any court asserting any Released

Claims.

18


4.3. Upon the Effective Date , each of the Released Persons shall be deemed to have,

and by operation of the Judgments shall have, fully, finally, and forever released , relinquished

and discharged Plaintiffs , each and all of the Settlement Class Members, each and all of the TXU

Shareholders and Plaintiffs' counsel in the Settled Actions from any and all claims, based upon

or arising out of the institution , prosecution, assertion , settlement or resolution of the actions or

the Released Claims.

5. CLASS ACTION FAIRNESS ACT

5.1. No later than ten (10) days after Plaintiff Schipper ' s application for entry of the

Preliminary Approval Order, Settling Defendants shall comply with the requirements of 28

U.S.C. § 1715(b) and serve upon the appropriate State official of each State in which a

Settlement Class Member resides and the appropriate Federal official a notice of the proposed

Federal Settlement consisting of

(a) the original complaint and all amended complaints in Schipper;

(b) the Notice and the Summary Notice;

(c) this Settlement Agreement;

(d) the Preliminary Approval Order and the proposed Federal Judgment;

(e) (i) if feasible, the names of Settlement Class Members who reside in each

State and the estimated proportionate share of the claims of such

Settlement Class Members to the entire Federal Settlement to that State's

appropriate State official; or (ii) if the provision of information under sub-

paragraph (i) is not feasible, a reasonable estimate of the number of

Settlement Class Members residing in each State and the estimated

proportionate share of the claims of such Settlement Class Members to the

entire Federal Settlement; and

19


(f) any written judicial opinion relating to the materials described in

sub-paragraphs (b) through (e) hereof

5.2. Settling Defendants shall also provide copies of the foregoing submissions to

Plaintiffs' counsel.

6. APPLICATION FOR ATTORNEYS' FEES AND EXPENSES

6.1. Subject to the terms and conditions of this Settlement Agreement, the Settling

Defendants will not oppose any application to the State Court by Plaintiffs' counsel for an award

of attorneys' fees and reimbursement of their reasonable out-of-pocket expenses up to

$3,500,000 (three million five hundred thousand dollars). TXU and the Director Defendants

shall have no responsibility to pay any portion of any such award, which shall be paid entirely by

EFH. EFH shall pay on its own behalf and for the benefit of the defendants in the Settled Actions

and Released Persons the attorneys' fees and expenses awarded to Plaintiffs' counsel in the

Settled Actions within five (5) business days after the State Court executes an order awarding

such fees and expenses. In the event that an award of fees and expenses to Plaintiffs' counsel is

reversed or modified on appeal, or in the event that the conditions in Paragraph 2.7 are not

satisfied in full or the Settlement Agreement is terminated in accordance with its terms,

Plaintiffs' counsel shall refund to EFH any advanced amount and all interest accrued or

accumulated thereon.

6.2. Except as provided herein, the Released Persons shall bear no other expenses,

costs, damages, or fees alleged or incurred by any of the Plaintiffs or by any of their attorneys,

experts, advisors, agents or representatives. The Settling Parties acknowledge that neither TXU

nor any member of the Board is required to make any monetary payments to Plaintiffs, Plaintiffs'

counsel or Sponsors in connection with the Settlements.

20


6.3. No application for an award of attorneys' fees or reimbursement of expenses shall

be made in any court other than the State Court.

7. MISCELLANEOUS PROVISIONS

7.1. This Settlement Agreement shall be governed by and construed in accordance

with the laws of the State of Texas, without regard to choice of law principles. The Settling

Parties agree that any dispute arising out of or relating in any way to this Settlement Agreement

shall not be litigated or otherwise pursued in any forum or venue other than the Federal Court or

the State Court, and the Settling Parties expressly waive any right to demand a jury trial as to any

such dispute.

7.2. This Settlement Agreement constitutes the entire agreement among the Settling

Parties with respect to its subject matter and supersedes any prior agreement or understanding

not in this Settlement Agreement. This Settlement Agreement may only be modified or

amended by a writing, signed by all of the Settling Parties hereto, that refers specifically to this

Settlement Agreement. There are no collateral or oral agreements between the parties that are

not stated herein.

7.3. The provisions contained in this Settlement Agreement shall not be deemed a

presumption, concession, or admission by any Released Person of any fault, liability or

wrongdoing as to any facts or claims that have been or might be alleged or asserted in the Settled

Actions, or any other action or proceeding that has been, will be, or could be brought, and shall

not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise

used by any person in the Settled Actions, or in any other action or proceeding, whether civil,

criminal or administrative, for any purpose other than as provided expressly herein.

7.4. The Settling Parties and their attorneys agree to cooperate fully with one another

in seeking court approval of this Settlement Agreement, and to use their best efforts to effect, as

21


promptly as practicable, the consummation of this Settlement Agreement and the dismissal of the

Actions with prejudice and without costs to any party, except as provided for herein.

7.5. Each of the attorneys executing this Settlement Agreement on behalf of one or

more parties warrants and represents that he or she has been duly authorized and empowered to

execute this Settlement Agreement on behalf of each such party and bind his or her clients

thereto. Plaintiffs' counsel warrants and represents that Plaintiffs are the only holders and

owners of the claims and causes of actions asserted in the Settled Actions and that none of

Plaintiffs' claims or causes of actions referred to in any complaint in the Settled Actions has been

assigned, encumbered, or transferred in any manner, in whole or in part.

7.6. The Settling Parties : (a) acknowledge that it is their intent to consummate this

Settlement Agreement, and (b) agree to cooperate to the. extent reasonably necessary to

effectuate and implement all terms and conditions of this Settlement Agreement and to exercise

their best efforts to accomplish the foregoing terms and conditions of this Settlement Agreement.

7.7. The Settling Parties intend the Settlements to be a final and complete resolution of

all disputes between them with respect to the Settled Actions. The Settlements compromise

claims which are contested and shall not be deemed an admission by any Settling Party as to the

merits of any claim or defense. The Settling Parties agree that the Settlements were negotiated in

good faith by the Settling Parties, and reflect settlements that were reached voluntarily after

consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a

manner that such party determines to be appropriate, any contention made in any public forum

that the Settled Actions were brought or defended in bad faith or without a reasonable basis.

7.8. Neither this Settlement Agreement nor the Settlements contained therein, nor any

act performed or document executed pursuant to or in furtherance of this Settlement Agreement

22


or the Settlements: (a) is or maybe deemed to be or may be used as an admission of, or evidence

ot the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of the

Released Persons or the propriety or lack thereof of class certification; or (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 in any civil, criminal or administrative proceeding in any court,

administrative agency or other tribunal. The Released Persons may file this Settlement

Agreement or the Judgments in any 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 other theory of claim preclusion or issue

preclusion or similar defense or counterclaim. If any Released Claims are asserted against any

Released Person in any court prior to final court approval of the Settlements, the Settling Parties

shall use their best efforts to affect a withdrawal or dismissal of the claims.

7.9. All of the Exhibits to this Settlement Agreement are material and integral parts

hereof and are fully incorporated herein by this reference.

7.10. This Settlement Agreement may be amended or modified only by a written

instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest.

7.11. This Settlement Agreement and the Exhibits attached hereto constitute the entire

agreement among the parties hereto and no representations, warranties or inducements have been

made to any party concerning this Settlement Agreement or its Exhibits other than the

representations, warranties and covenants contained and memorialized in such documents. Each

of the Settling Parties acknowledges and agrees that he/she/it has not relied upon any

representations made by, or any alleged non-disclosures of, any other Settling Party in

connection with entering into this Settlement Agreement, except those representations expressly

23


stated herein, and hereby disclaims any reliance on any such alleged representations or non-

disclosures. Except as otherwise provided herein, each Settling Party shall bear his, her, or its

own costs.

7.12. Plaintiffs' counsel, on behalf of Plaintiffs and/or the Settlement Class, as the case

may be, are expressly authorized to take all appropriate actions required or permitted to be taken

by Plaintiffs and/or the Settlement Class, as the case may be, pursuant to this Settlement

Agreement to effectuate its terms and also are expressly authorized to enter into any

modifications or amendments to this Settlement Agreement which they deem appropriate.

7.13. This Settlement Agreement maybe executed in one or more counterparts. All

executed counterparts and each of them shall be deemed to be one and the same instrument.

Facsimile signatures are deemed as original.

7.14. This Settlement Agreement shall be binding upon, and inure to the benefit of, the

successors and assigns of the parties hereto.

7.15. The Federal and State Courts shall retain jurisdiction with respect to

implementation and enforcement of the terms of this Settlement Agreement, and all parties

hereto submit to the jurisdiction of the Federal and State Courts for purposes of implementing

and enforcing the Settlements embodied in this Settlement Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to

be executed, by their duly authorized attorneys, dated as of January 1, 2008.

24


WOLF HALDENSTEIN ADLERFREEMAN & HERZ LLP

C-Mark C. RifkinGregory M. NespoleGustavo Bruckner270 Madison AvenueNew York, New York 10016Telephone : (212) 545-4600Facsimile : (212) 545-4653

STANLEY, MANDEL & IOLA, L.L.P.

Roger L. MandelMartin Woodward3100 Monticello Avenue, Suite 750Dallas, Texas 75205Telephone: (214) 443-4300Facsimile: (214) 443-0358

ANorneysfor PlaintiffSchipper

TXU CORP.

David P . Poole1601 Bryan St ., 6' FloorDallas, Texas 75201

Attorney for TAV Corp.

25

Case 3:07-cv-0 1281 -L Document 12-2

WOLF HALDENSTEIN ADLERFREEMAN & HERZ LLP

Mark C. RifkinGregory M. NespoleGustavo Bruckner270 Madison AvenueNew York, New York 10016Telephone: (212) 545-4600Facsimile : (212) 545-4653

STANLEY, MANDEL & IOLA, L.L.P.

Roger L. MandelMartin Woodward3100 Monticello Avenue, Suite 750Dallas, Texas 75205Telephone: (214) 443-4300Facsimile : (214) 443-0358

Attorneysfor PlaintiffSchipper

Filed 01/17/2008 Page 27 of 72

TXU CO

P. Poole1601 Bryan St., 04 FloorDallas, Texas 75201

Attorneyfor 7XU Corp.

25


DONOVAN SEARLES, LLC

Michael D. Donovan1845 Walnut Street, Suite 1100Philadelphia, Pennsylvania 19103Telephone: (215) 732-6067Facsimile: (215) 732-8060

PAYNE MITCHELL LAW GROUP

James Mitchell2911 Turtle Creek Blvd., Suite 1400Dallas, Texas 75219Telephone: (214) 252-1888Facsimile: (214) 252-1889

Attorneys for Plaintiff Goldmann

Filed 01/17/2008 Page 28 of 72

SIMPSON THACHER & BARTLETT LLP

Michael J. ChepigaPeter E . Kazanoff425 Lexington AvenueNew York, New York 1 00 17-3 954Telephone : (212) 455-2000Facsimile : (212) 455-2502

VINSON & ELKINS LLP

n L. Hirschman"hn C. Wander

3700 Trammell Crow Center2001 Ross AvenueDallas, Texas 75201-2975Telephone : (214) 220-7770Facsimile : (214) 999-7770

Attorneysfor Kohlberg Kravis Roberts & Co.and Texas Pacific Group

26



Michael D . Donovan1845 Walnut Street, Suite 1100Philadelphia, Pennsylvania 19103Telephone: (215) 732-6067Facsimile : (215) 732-8060


James Mitchell2911 Turtle Creek Blvd., Suite 1400Dallas , Texas 75219Telephone: (214) 252-1888Facsimile : (214) 252-1889

Attorneys,for PlaintiffGoldmann

Filed 01/17/2008 Page 29 of 72

SIMPSON THACHER & BARTLETT LLP

Michael J. ChepigaPeter E. Kazanoff425 Lexington AvenueNew York, New York 10017-3954Telephone : (212) 455-2000Facsimile : (212) 455-2502

VINSON & ELKINS LLP

Karen L. HirschmanJohn C. Wander3700 Trammell Crow Center2001 Ross AvenueDallas, Texas 75201-2975Telephone : (214) 220-7770Facsimile : (214) 999-7770

Attorneys,for Kohlberg Kravis Roberts & Co.and Texas Pacific Group

26



Michael D. Donovan1845 Walnut Street, Suite 1100Philadelphia, Pennsylvania 19103

Telephone: (215) 732-60G7

Facsimile : (215) 732-8060


Janies Mitchell29'11 "Tile Creek Blvd., Suite 1400Dallas, Texas 75219Telephone: (214) 252-1888Facsimile: (214) 252-1889

Attorneysfor Plaint fJ' Golchtann

Filed 01/17/2008 Page 30 of 72

SIMPSON THACHER & BAR`I'LETT L P

Michael J. ChcpigaPeter E. Kazano if425 Lexington AvenueNew York, New York 10017-3954Telephone: (212) 455-2000Facsimile: (212) 455-2502

VINSON & ELKINS LLP

Karon I.. HirschmanJohn C. Wander3700 Trairunell Crow Center

2001 Ross AvenueDallas, Teas 75201-2975Telephone: (214) 220-7770Facsimile: (214) 999-7770

1 1tol-ne0-s for Kohlberg Kran'is Roberts & Co.wul Tevars Pacific Group

26

Case 3 : 07-cv-01281 -L Document 12-2 Filed 01/17/2008 Page 31 of 72

EXHIBIT A


DALLAS DIVISION

HARRY SCHIPPER, Individually and on ) CIVIL ACTION NO. 3-07CV1281-G

Behalf of All Others Similarly Situated, )

Plaintiff, )

vs. )

TXU CORP., C. JOHN WILDER, JAMES )OESTERREICHER, KERNEY LADAY, SR.,)JACK LITTLE, GLENN TILTON, )LEONARD ROBERTS, E. GAIL DE )PLANQUE, LELDON E. ECHOLS, )GERARDO LOPEZ, and MICHAEL )RANGER, )

Defendants. )

(PRELIMINARY APPROVAL OF SETTLEMENT AND1 SCHEDULING ORDER

WHEREAS, the Settling Parties have entered into a Settlement Agreement dated

as of January _, 2008 (the "Agreement"1) which sets forth the terms and conditions for the

Federal Settlement, and the Settling Parties have consented to the entry of this Order, upon

review and consideration of the Agreement,

IT IS ORDERED, this _ day of , 2008, upon application of the

Settling Parties as follows:

1. The Court preliminary finds that the proposed Federal Settlement: (i) appears to

be the product of serious, informed, non-collusive negotiations; (ii) has no obvious deficiencies;

(iii) does not improperly grant preferential treatment to Plaintiff Schipper or segments of the

Unless otherwise indicated, all capitalized terms are defined in the Agreement.


Settlement Class; (iv) falls within the range of possible approval; and (v) warrants notice to

Settlement Class Members of the Fairness Hearing, at which evidence may be presented in

support of and in opposition to the proposed Federal Settlement.

2. Solely for purposes of the Federal Settlement, and preliminarily for purposes of

this Order, this action shall be maintained as a class action pursuant to Federal Rule of Civil

Procedure 23(b)(l) and (b)(2) and subject to a final determination at or after the Fairness

Hearing. Plaintiff Schipper is appointed as representative of the Settlement Class, and his

counsel as Plaintiffs' lead counsel ("Lead Counsel").

3. The Fairness Hearing shall be held on , 2008, at ,_ --.m. in this

Court to detennine whether the Agreement and the Federal Settlement are fair, reasonable,

adequate and in the best interests of the Settlement Class, whether this action should be finally

certified as a class action, whether the Agreement and the Federal Settlement should finally be

approved by the Court in a judgment entered thereon, whether the Federal Judgment dismissing

this action with prejudice and releasing the Released Claims should be entered, and to hear and

determine any objections to the Federal Settlement. The Court reserves the right to adjourn the

Fairness Hearing or any adjournment thereof without further notice to the Settlement Class other

than by announcement at the Fairness Hearing or any adjournment thereof.

4. Plaintiffs' counsel shall submit any papers in support of the Federal Settlement,

including any affidavits, declarations, deposition transcripts or other confirmatory discovery

materials which Plaintiffs' counsel believes may assist the Court in determining the fairness,

reasonableness and adequacy of the terms of the Federal Settlement, no fewer than twenty (20)

days before the date of the Fairness Hearing.

5. The Court reserves the right to approve the Federal Settlement at or after the

Fairness Hearing with such modifications as may be expressly consented to by the parties to the


Agreement and without further notice to the members of the Settlement Class, and will retain

jurisdiction over this action to consider all further applications arising out of or connected with

the Agreement.

6. The Court approves , in form and content, the Notice (attached to the Agreement

as Exhibit E) and the Summary Notice (attached to the Agreement as Exhibit F) and finds that

the giving of notice substantially in the manner set forth below meets the requirements of the

Constitution of the United States and all other applicable laws, is the best notice practicable

under the circumstances, and shall constitute due and sufficient notice of the matters set forth

therein for all purposes to all persons entitled to such notice.

7. No later than sixty (60) days prior to the Fairness Hearing, Plaintiff Schipper shall

cause the Notice to be mailed to record holders of the TXU common shares (the "Common

Shares") who are Settlement Class Members as shown on the stock records maintained by or on

behalf of TXU, by first-class mail (or international mail, if necessary), postage prepaid.

Furthermore, Plaintiff Schipper shall use reasonable efforts to give notice to beneficial holders of

the Common Shares of Settlement Class Members (i) by mailing additional copies of the Notice

to any record holder requesting the Notice for the purpose of distribution to any beneficial

holders of the Common Shares who are entitled to the Notice, or (ii) at the request of such record

holder, by mailing the Notice directly to such beneficial holders at the addresses provided by

such record holder.

8. No later than sixty (60) days prior to the Fairness Hearing, Plaintiff Schipper shall

cause the Summary Notice to be published one time each in the National Edition of The Wall

Street Journal and the Dallas Morning News.


9. Plaintiff Schipper shall, no later than five (5) business days before the date of the

Fairness Hearing, file with the Court proof of mailing of the Notice as required by Paragraph 7

and publication of the Summary Notice as required by Paragraph 8.

10. EFH shall pay all reasonable costs and expenses incurred in providing the Notice

and Summary Notice when and as billed by the Settlement Administrator, with the understanding

that notice shall be effected as set forth in Paragraphs 7 and S.

11. Any Settlement Class Member who objects to the Agreement, the Federal

Settlement, the class action determination, the certification of the Settlement Class, the Federal

Judgment to be entered herein, or who otherwise wishes to be heard with respect to any or all of

the foregoing, may appear in person or by his, her or its attorney at the Fairness Hearing and

present any evidence or argument that may be proper and relevant; provided, however, that any

such objector must provide: (i) written notice of the intention to appear, (ii) a detailed statement

of each objection being made, (iii) all of the grounds therefor or the reasons for such persons

desiring to appear and to be heard, and (iv) proof of membership in the Settlement Class, as well

as all documents and writings which such person desires the Court to consider, to the Clerk of

the Court and, simultaneously with or before such filing, to the following counsel of record

fifteen (15) days before the date of the Fairness Hearing:

Roger L . MandelMartin WoodwardStanley, Mandel & Iola, L.L.P.3100 Monticello Avenue, Suite 750Dallas, Texas 75205Attorneys for PlaintiffSchipper

David P. Poole

TXU Corp.1601 Bryan St., 6`h FloorDallas , Texas 75201Attorneyfor TXU Corp.

4


John C. WanderVinson & Elkins LLP3700 Trammell Crow Center2001 Ross AvenueDallas, TX 75201-2975Attorneys for Kohlberg Kravis Roberts & Co. and Texas Pacific Group

The Settling Parties shall file any response to any such objection no later than five (5) days

before the Fairness Hearing.

12. Any person who fails to object in the manner prescribed above shall be deemed to

have waived such objection and forever shall be barred from raising such objection or otherwise

contesting the Federal Settlement in this or any other action or proceeding.

13. Pending final determination of whether the Federal Settlement should be

approved, Plaintiff Schipper and all Settlement Class Members, and any of them, are barred and

enjoined from commencing, prosecuting, instigating or in any way participating in the

commencement or prosecution of any action asserting any Released Claims, either directly,

representatively, derivatively or in any other capacity, against any Released Person.

14. If the Federal Settlement provided for in the Agreement is approved by the Court

following the Fairness Hearing, the Federal Judgment shall be entered.

15. In the event that the conditions in Paragraph 2.7 of the Agreement are not

satisfied in full or the Settlement Agreement is terminated in accordance with its terms, the

Agreement shall be null and void and of no force or effect and the Settling Parties shall be

restored to their respective positions in the Federal Action as of July 22, 2007, unless otherwise

agreed to by the Settling Parties pursuant to Paragraph 2.8 of the Agreement. In such event, (i)

the existence of this Settlement Agreement, its contents, and the negotiations leading to it (a)

shall have no further force and effect with respect to the Settling Parties, and (b) shall not be

admissible in evidence, nor referred to for any purpose, in the Settled Actions or in any other

litigation or proceeding, and (ii) any judgment or order entered by any court in accordance with


the terms of the Agreement shall be treated as vacated, nunc pro tunc. Settling Defendants

reserve the right to oppose certification of any class in future proceedings in such event and

further reserve all other rights and defenses that Settling Defendants could have raised had the

Federal Settlement not been entered into by the Settling Parties.

16. The Agreement shall not be deemed a presumption, concession, or admission by

any Released Person of any fault, liability or wrongdoing as to any facts or claims that have been

or might be alleged or asserted in the Settled Actions, or any other action or proceeding that has

been, will be, or could be brought, and shall not be interpreted, construed, deemed, invoked,

offered, or received in evidence or otherwise used by any person in the Settled Actions, or in any

other action or proceeding, whether civil, criminal or administrative, for any purpose other than

as provided expressly herein.

IT IS SO ORDERED

This day of 2008.

Judge [


EXHIBIT B


DALLAS DIVISION

HARRY SCHIPPER, Individually and on ) CIVIL ACTION NO, 3-07CV128I-GBehalf of All Others Similarly Situated, )

)Plaintiff,

vs. )

TXU CORP., C. JOHN WILDER, JAMES )

OESTERREICHER, KERNEY LADAY, SR.,)JACK LITTLE, GLENN TILTON, )LEONARD ROBERTS, E . GAIL DE )PLANQUE, LELDON E. ECHOLS, )GERARDO LOPEZ, and MICHAEL )RANGER, )

Defendants. )

FINAL ORDER AND JUDGMENT

Pursuant to the Settlement Agreement dated as of January _, 2008 (the

"Agreement"') and the Preliminary Approval of Settlement and Scheduling Order ("Scheduling

Order") entered in accordance therewith, a hearing was held before this Court on

2008, due and proper notice of said hearing having been given in

accordance with the Scheduling Order, the respective parties having appeared by their attorneys

of record; the Court having heard and considered the submission and evidence presented in

support of the proposed Federal Settlement and any opposition thereto; the attorneys for the

respective parties having been heard; an opportunity to be heard having been given to all other

persons requesting to be heard in accordance with the Agreement and Scheduling Order; the

Unless otherwise indicated, all capitalized terms retain the meanings assigned in theAgreement.


Court having determined that notice to the Settlement Class pursuant to the Scheduling Order

was proper, adequate and sufficient; the Court having considered, among other matters, the

benefits of the proposed Federal Settlement to the Settlement Class and the risks, complexity,

expense and probable duration of further litigation; and the entire matter of the proposed Federal

Settlement having been heard and considered by the Court;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED this

day of , 2008 that:

1. The Notice and the Summary Notice have been given to the Settlement Class

pursuant to and in the manner directed by the Scheduling Order, proof of mailing of the Notice

and publication of the Summary Notice was filed with the Court by counsel for Plaintiff

Schipper and full opportunity to be heard has been offered to all parties, the Settlement Class and

persons in interest. The form and manner of the Notice and the Summary Notice are hereby

determined to have been the best notice practicable under the circumstances and to have fully

complied with each of the requirements of the Constitution of the United States and any other

applicable law and constitutes due and sufficient notice to all persons entitled thereto, and it is

further determined that all members of the Settlement Class are bound by the Federal Judgment

herein.

2. The Court finds that the requirements of Federal Rule of Civil Procedure 23 have

been satisfied. Accordingly, pursuant to Federal Rule of Civil Procedure 23:

a. the Court specifically finds that (i) the Settlement Class is so numerous

that joinder of all members is impracticable, (ii) there are questions of law and fact common to

the Settlement Class, (iii) the claims of Plaintiff Schipper are typical ofthe claims of the

Settlement Class, and (iv) Plaintiff Schipper will fairly and adequately protect the interests of the

Settlement Class;

2


b. the Court finds that final injunctive or corresponding declaratory relief is

appropriate since the parties opposing the Settlement Class acted or refused to act on grounds

generally applicable to the Settlement Class;

c. the Court finds that Plaintiff Schipper and Plaintiffs' counsel ("Lead

Counsel") have adequately represented the interests of the Settlement Class with respect to this

action and the claims asserted herein;

d. this action is hereby certified, for purposes of the Federal Settlement only,

as a class action on behalf of a nonopt out class consisting of all members of the Settlement

Class; and

C. Plaintiff Schipper is hereby certified as representative of the Settlement

Class, and his counsel certified as Lead Counsel.

3. The Court finds and concludes that the Federal Settlement is fair, reasonable and

adequate and in the best interests of the Settlement Class, and hereby approves the Federal

Settlement and all transactions preliminary or incident thereto . The parties to the Agreement are

hereby authorized and directed to comply with and to consummate the Federal Settlement in

accordance with its terms and provisions ; and the Clerk of Court is directed to enter and docket

this Federal Judgment in this action.

4. This Federal Judgment shall not be deemed a presumption, concession, or

admission by any Released Person of any fault, liability or wrongdoing as to any facts or claims

that have been or might be alleged or asserted in the Settled Actions, or any other action or

proceeding that has been, will be, or could be brought, and shall not be interpreted, construed,

deemed, invoked, offered, or received in evidence or otherwise used by any person in the Settled

Actions, or in any other action or proceeding, whether civil, criminal or administrative, for any

purpose other than as provided expressly herein.


5. In the event that the Federal Settlement fails to become effective in accordance

with its terms, or if the terms of this Federal Judgment are reversed, vacated, or materially

modified on appeal (and, in the event of material modification, if any party elects to terminate

the Federal Settlement), this Federal Judgment (except this Paragraph) shall be null and void, the

Federal Settlement shall be deemed terminated and the parties shall return to their positions as

provided for in the Agreement.

6. Plaintiff Schipper and each of the Settlement Class Members shall be deemed to

have, and by operation of this Federal Judgment shall have, fully, finally, and forever released,

relinquished and discharged all Released Claims (including claims that Plaintiff Schipper and

each of the Settlement Class Members do not know or suspect to exist at the time of the release,

which if known , might have affected such party ' s decision to enter into the release) against the

Released Persons . By operation of the entry of this Federal Judgment, Plaintiff Schipper and the

Settlement Class Members , for themselves and their respective heirs, executors , administrators,

predecessors , representatives , agents, successors , and assigns , agree to waive and shall be

deemed to have waived any and all provisions , rights and benefits which they now have, or in the

future may have by virtue of the provisions of § 1542 of the California Civil Code and any other

similar, comparable or equivalent law or provision with respect to the Released Claims, which

section provides as follows; "A general release does not extend to claims which the creditor

does not know or suspect to exist in his favor at the time of executing the release, which if

known by him must have materially affected his settlement with the debtor."

7. The Settling Defendants mailed notices of the Federal Settlement to the

appropriate federal and state officials pursuant to the Class Action Fairness Act ("CAFA"). The

CAFA notices fully comply with 28 U. S.C. § 1715 and were timely served.

4


8. This Federal Judgment will permanently bar and enjoin the institution and

prosecution by Plaintiff Schipper and any Settlement Class Members of any action against any

Released Person in any court asserting any Released Claims.

9. Upon the Effective Date, each of the Released Persons shall be deemed to have,

and by operation of this Federal Judgment shall have, fully, finally, and forever released,

relinquished and discharged Plaintiff Schipper, each and all of the Settlement Class Members,

and Plaintiffs' counsel in the Settled Actions from any and all claims, based upon or arising out

of the institution, prosecution, assertion, settlement or resolution of the actions or the Released

Claims.

10. This action is hereby dismissed with prejudice against the Released Persons, with

each party to bear its own costs and fees.

11. Without affecting the finality of this Federal Judgment, the Court reserves

jurisdiction of any matters relating to the consummation and administration of the Federal

Settlement.

IT IS SO ORDERED

This day of , 2008.

Judge [ ]

5


EXHIBIT C

CAUSE NO. 07-01779

IN THE DISTRICT COURT OFIn re TXU Corp. Derivative Litigation DALLAS COUNTY, TEXAS

40 JUDICIAL DISTRICT

PRELIMINARY APPROVAL OF SETTLEMENT AND1 SCHEDULING ORDER

WHEREAS, the Settling Parties have entered into a Settlement Agreement dated

as of January ^, 2008 (the "Agreement"') which sets forth the terms and conditions for the State

Settlement, and the Settling Parties have consented to the entry of this Order, upon review and

consideration of the Agreement,

IT IS ORDERED, this __ day of _ , 2008, upon application of the

Settling Parties as follows:

1. The Court preliminary finds that the proposed State Settlement: (i) appears to be

the product of serious, informed, non-collusive negotiations; (ii) has no obvious deficiencies; (iii)

does not improperly grant preferential treatment to Plaintiff Goldmann or TXU Shareholders;

(iv) falls within the range ofpossible approval; and (v) warrants notice to TXU Shareholders of

the Settlement Hearing, at which evidence may be presented in support of and in opposition to

the proposed State Settlement.

2. The Settlement Hearing shall be held on , 2008, at __ _.m. in this

Court to determine, inter alia, whether the Agreement and the State Settlement are fair,

reasonable, adequate and in the best interests ofTXU and TXU Shareholders, whether the

Agreement and the State Settlement should finally be approved by the Court in a judgment

entered thereon, whether the State Judgment dismissing this action with prejudice and releasing

Unless otherwise indicated, all capitalized terms are defined in the Agreement.


the Released Claims should be entered, whether any application by Lead Counsel for fees and

reimbursement of out-of-pocket expenses (the "Fee Application") should be approved and to

hear and determine any objections to the State Settlement or to the Fee Application. The Court

reserves the right to adjourn the Settlement Hearing or any adjournment thereof without further

notice to TXU Shareholders other than by announcement at the Settlement Hearing or any

adjournment thereof.

3. Plaintiff Goldmann's counsel shall submit any papers in support of the Fee

Application, including any affidavits, declarations, deposition transcripts or other materials

which Plaintiffs' counsel believes may assist the Court in determining the fairness and

reasonableness of the Fee Application, and the State Settlement, including any affidavits,

declarations, deposition transcripts or other confirmatory discovery materials which Plaintiff

Goldmann's counsel believes may assist the Court in determining the fairness, reasonableness

and adequacy of the terms of the State Settlement, no fewer than twenty (20) days before the date

of the Settlement Hearing.

4. The Court reserves the right to approve the State Settlement at or after the

Settlement Hearing with such modifications as may be expressly consented to by the parties to

the Agreement and without further notice to TXU Shareholders, and will retain jurisdiction over

this action to consider all further applications arising out of or connected with the Agreement.

5. The Court approves, in form and content, the Notice (attached to the Agreement

as Exhibit E) and the Summary Notice (attached to the Agreement as Exhibit F) and finds that

the giving of notice substantially in the manner set forth below meets the requirements of the

Constitutions of the United States and the State of Texas, Texas Business Organizations Code

21.560(b) and all other applicable laws, is the best notice practicable under the circumstances,

Case 3 : 07-cv-01281-L Document 12-2 Filed 01/17/2008 Page 44 of 72

and shall constitute due and sufficient notice of the matters set forth therein for all purposes to all

persons entitled to such notice.

6. No later than sixty (60) days prior to the Settlement Hearing, Plaintiff Goldmann

shall cause the Notice to be mailed to TXU Shareholders (as shown on the stock records

maintained by or on behalf of TXU) by first-class mail (or international mail, if necessary),

postage prepaid. Furthermore, Plaintiff Goldmann shall use reasonable efforts to give notice to

beneficial holders of TXU Shareholders' common shares (i) by mailing additional copies of the

Notice to any record holder requesting the Notice for the purpose of distribution to any beneficial

holders of TXU Shareholders' common shares who are entitled to the Notice, or (ii) at the

request of such record holder, by mailing the Notice directly to such beneficial holders at the

addresses provided by such record holder.

7. No later than sixty (60) days prior to the Settlement Hearing, Plaintiff Goldmann

shall cause the Summary Notice to be published one time each in the National Edition of The

Wall Street Journal and the Dallas Morning News.

8. Plaintiff Goldmann shall, no later than five (5) business days before the date of

the Settlement Hearing, file with the Court proof of mailing of the Notice as required by

Paragraph 6 and publication of the Summary Notice as required by Paragraph 7.

9. EFH shall pay all reasonable costs and expenses incurred in providing the Notice

and Summary Notice when and as billed by the Settlement Administrator, with the understanding

that notice shall be effected as set forth in Paragraphs 6 and 7.

10. Any TXU Shareholder who objects to the Agreement, the State Settlement, the

State Judgment to be entered herein, the Fee Application, or who otherwise wishes to be heard

with respect to any or all ofthe foregoing, may appear in person or by his or her or its attorney at

the Settlement Hearing and present any evidence or argument that may be proper and relevant;

3


provided, however, that any such objector must provide: (i) written notice of the intention to

appear, (ii) a detailed statement of each objection being made, (iii) all of the grounds therefor or

the reasons for such persons desiring to appear and to be heard, and (iv) proof of being a TXU

Shareholder, as well as all documents and writings which such person desires the Court to

consider, to the Clerk of the Court and, simultaneously with or before such filing, to the

following counsel of record fifteen (15) days before the date of the Settlement Hearing:

Michael D . DonovanDonovan Searles, LLC1845 Walnut Street, Suite 1100Philadelphia, Pennsylvania 19103Attorneysfor Plaintiff Goldmann

David P. PooleTXU Corp.1601 Bryan St., 6`s Floor

Dallas , Texas 75201

Attorneyfor TXU Corp.

John C. WanderVinson & Elkins LLP3700 Trammell Crow Center2001 Ross AvenueDallas, Texas 75201-2975Attorneys for Kohlberg Kravis Roberts& Co. and Texas Pacific Group

The Settling Parties shall file any response to any such objection no later than five (5) days

before the Settlement Hearing.

11. Any person who fails to object in the manner prescribed above shall be deemed to

have waived such objection and forever shall be barred from raising such objection or otherwise

contesting the State Settlement in this or any other action or proceeding.

12. Pending final determination of whether the State Settlement should be approved,

Plaintiff Goldmann and all TXU Shareholders, and any of them, are barred and enjoined from

commencing, prosecuting, instigating or in any way participating in the commencement or

4


prosecution of any action asserting any Released Claims, either directly, representatively,

derivatively or in any other capacity, against any Released Person.

13. If the State Settlement provided for in the Agreement is approved by the Court

following the Settlement Hearing, the State Judgment shall be entered.

14. In the event that the conditions in Paragraph 2.7 of the Agreement are not

satisfied in full or the Settlement Agreement is terminated in accordance with its terms, the

Agreement shall be null and void and ofno force or effect and the Settling Parties shall be

restored to their respective positions in the State Action as of July 22, 2007, unless otherwise

agreed to by the Settling Parties pursuant to Paragraph 2.8 of the Agreement. In such event, (i)

the existence of this Settlement Agreement, its contents, and the negotiations leading to it (a)

shall have no further force and effect with respect to the Settling Parties, and (b) shall not be

admissible in evidence, nor referred to for any purpose, in this action or in any other litigation or

proceeding, and (ii) any judgment or order entered by any court in accordance with the terms of

the Agreement shall be treated as vacated, nuncpro tune. Settling Defendants reserve the right

to oppose certification of any class in future proceedings in such event and further reserve all

other rights and defenses that Settling Defendants could have raised had the State Settlement not

been entered into by the Settling Parties.

15. The Agreement shall not be deemed a presumption, concession, or admission by

any Released Person of any fault, liability or wrongdoing as to any facts or claims that have been

or might be alleged or asserted in this action, or any other action or proceeding that has been,

will be, or could be brought, and shall not be interpreted, construed, deemed, invoked, offered, or

received in evidence or otherwise used by any person in the this action, or in any other action or

proceeding, whether civil, criminal or administrative, for any purpose other than as provided

expressly herein.


IT IS SO ORDERED

This day of 2008.

Judge [

Case 3:07-cv-01281 -L Document 12-2 Filed 01/17/2008 Page 48 of 72

EXHIBIT D

CAUSE NO. 07-01779

IN THE DISTRICT COURT OF

In re TXU Corp. Derivative Litigation DALLAS COUNTY, TEXAS44`s JUDICIAL DISTRICT

FINAL ORDER AND JUDGMENT

Pursuant to the Settlement Agreement dated as of January _, 2008 (the

"Agreement"') and the Scheduling Order entered in accordance therewith, a hearing was held

before this Court on , 2008, due and proper notice of said hearing having

been given in accordance with the Scheduling Order; the respective parties having appeared by

their attorneys of record; the Court having heard and considered the submission and evidence

presented in support of the proposed State Settlement and any opposition thereto; the attorneys

for the respective parties having been heard; an opportunity to be heard having been given to all

other persons requesting to be heard in accordance with the Agreement and Scheduling Order;

the Court having determined that notice to TXU Shareholders pursuant to the Scheduling Order

was proper, adequate and sufficient; the Court having considered, among other matters, the

benefits of the proposed State Settlement to TXU Shareholders and the risks, complexity,

expense and probable duration of further litigation; and the entire matter of the proposed State

Settlement having been heard and considered by the Court;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED this

day of , 2008 that:

1. The Notice and the Summary Notice have been given to TXU Shareholders,

pursuant to and in the manner directed by the Scheduling Order, proof of mailing of the Notice

Unless otherwise indicated, all capitalized terms retain the meanings assigned in theAgreement.


and publication of the Summary Notice was filed with the Court by counsel for Plaintiff

Goldmann and full opportunity to be heard has been offered to all parties, TXU Shareholders and

persons in interest. The form and manner of the Notice and the Summary Notice are hereby

determined to have been the best notice practicable under the circumstances and to have fully

complied with each of the requirements of the Constitutions of the United States and the State of

Texas, Texas Business Organizations Code 21.560(b) and all other applicable laws, and

constitutes due and sufficient notice to all persons entitled thereto, and it is further determined

that all TXU Shareholders are bound by the State Judgment herein.

3. The Court finds and concludes that the State Settlement is fair, reasonable and

adequate and in the best interests of TXU and TXU Shareholders, and hereby approves the State

Settlement and all transactions preliminary or incident thereto. The Court further finds and

concludes that Plaintiffs Walter and Rita Goldmann were TXU shareholders at all relevant times.

The parties to the Agreement are hereby authorized and directed to comply with and to

consummate the State Settlement in accordance with its terms and provision; and the Clerk of

Court is directed to enter and docket this State Judgment in this action.

4. This State Judgment shall not be deemed a presumption, concession, or admission

by any Released Person of any fault, liability or wrongdoing as to any facts or claims that have

been or might be alleged or asserted in the Settled Actions, or any other action or proceeding that

has been, will be, or could be brought, and shall not be interpreted, construed, deemed, invoked,

offered, or received in evidence or otherwise used by any person in the Settled Actions, or in any

other action or proceeding, whether civil, criminal or administrative, for any purpose other than

as provided expressly herein.

5. In the event that the State Settlement fails to become effective in accordance with

its terms, or if the terms of this State Judgment are reversed, vacated, or materially modified on

2


appeal (and, in the event of material modification, if any party elects to terminate the State

Settlement), this State Judgment (except this Paragraph) shall be null and void, the State

Settlement shall be deemed terminated and the parties shall return to their positions as provided

for in the Agreement.

6. Plaintiff Goldmann and each TXU Shareholder shall be deemed to have, and by

operation of this State Judgment shall have, fully, finally, and forever released, relinquished and

discharged all Released Claims (including claims that Plaintiff Goldmann and each of the TXU

Shareholders do not know or suspect to exist at the time of the release, which if known, might

have affected such party's decision to enter into the release) against the Released Persons. By

operation of the entry of this State Judgment, Plaintiff Goldmann and the TXU Shareholders, for

themselves and their respective heirs, executors, administrators, predecessors, representatives,

agents, successors, and assigns, agree to waive and shall be deemed to have waived any and all

provisions, rights and benefits which they now have, or in the future may have by virtue of the

provisions of § 1542 of the California Civil Code and any other similar, comparable or

equivalent law or provision with respect to the Released Claims, which section provides as

follows: A general release does not extend to claims which the creditor does not know or

suspect to exist in his favor at the time of executing the release, which if known by him must

have materially affected his settlement with the debtor.

7. This State Judgment will permanently bar and enjoin the institution and

prosecution by Plaintiff Goldmann and any TXU Shareholder of any action against any Released

Person in any court asserting any Released Claims.

8. Upon the Effective Date, each of the Released Persons shall be deemed to have,

and by operation of this State Judgment shall have, fully, finally, and forever released,

relinquished and discharged Plaintiff Goldmann, each and all of the TXU Shareholders, and


Plaintiffs' counsel in the Settled Actions from any and all claims, based upon or arising out of

the institution, prosecution, assertion, settlement or resolution of the actions or the Released

Claims.

9. Plaintiffs' counsel are hereby awarded in fees and expenses.

EFH shall pay on its own behalf and for the benefit of the other defendants in the Settled Actions

and Released Persons the attorneys' fees and expenses awarded to Plaintiffs' counsel in the

Settled Actions within five (5) business days as provided in the Settlement Agreement. The

award of attorneys' fees shall be allocated among Plaintiffs' counsel in a fashion which, in the

opinion of Plaintiffs' lead counsel, fairly compensates Plaintiffs' counsel for their respective

contributions to the prosecution and settlement of the Actions. In the event that an award of fees

and expenses to Plaintiffs' counsel is reversed or modified on appeal, or in the event that the

conditions in Paragraph 2.7 of the Settlement Agreement are not satisfied in full or the settlement

set forth in the Settlement Agreement is terminated in accordance with its terms, Plaintiffs'

counsel shall refund to EFH any advanced amount and all interest accrued or accumulated

thereon.

10. This action is hereby dismissed with prejudice against the Released Persons, with

each party to bear its own costs and fees, except as determined in connection with the fee

application above.

11. Without affecting the finality of this State Judgment, the Court reserves

jurisdiction of any matters relating to the consummation and administration of the State

Settlement.

4


IT IS SO ORDERED

This ` day of 2008.

Judge [

Case 3:07-cv-01281-L Document 12-2 Filed 01/17/2008

EXHIBIT E


DALLAS DIVISION

Harry Schipper, Individually and on Behalfof All Others Similarly Situated,

Plaintiff,V.

TXU CORP., C. JOHN WILDER, JAMESOESTERREICHER, KERNEY LADAY, SR.,JACK LITTLE, GLENN TILTON, LEONARDROBERTS, E. GAIL DE PLANQUE,LELDON E. ECHOLS, GERARDO LOPEZ,and MICHAEL RANGER,

Page 53 of 72


Defendants.

CAUSE NO. 07-01779

§ IN THE DISTRICT COURT OFIn re TXU Corp. Derivative Litigation § DALLAS COUNTY, TEXAS

44TH JUDICIAL DISTRICT

NOTICE TO CLASS MEMBERS AND TXU SHAREHOLDERS OFPROPOSED SETTLEMENT OF CLASS ACTION AND DERIVATIVE ACTION

TO: ALL PERSONS WHO HELD TXU CORP. ("TXU") COMMON STOCK AT ANYTIME FROM NOVEMBER 27, 2006, TO OCTOBER 10, 2007 (THE "TXUSHAREHOLDERS").

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOURRIGHTS WILL BE AFFECTED BY THESE LEGAL PROCEEDINGS. IF THECOURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BEFOREVER BARRED FROM CONTESTING THE FAIRNESS,REASONABLENESS AND ADEQUACY OF THE PROPOSED SETTLEMENTAND RELATED MATTERS, AND FROM PURSUING THE RELEASEDCLAIMS (AS DEFINED HEREIN).

IF YOU HELD TXU COMMON STOCK FOR THE BENEFIT OF ANOTHER,PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIALOWNER.


Notice is hereby given to you of a Proposed Settlement in the above entitled and

numbered lawsuits. This Notice is sent to you by orders of the United States District Court for

the Northern District of Texas, Dallas Division, ("the Federal Court") and the 44th Judicial

District Court of Dallas County, Texas ("the State Court") (collectively the "Courts"). It is not

an expression of any opinion by either of the Courts. It is to notify you of the terms of a

Proposed Settlement of both actions.

1. WHY YOU HAVE RECEIVED THIS NOTICE

You received this Notice to Class Members and TXU Shareholders of Proposed

Settlement of Class Action and Derivative Action (the "Notice") because you have been

identified as a member of the Settlement Class (which is dcfined in Part II below) in a lawsuit

styled Harry Schipper, Individually and on Behalf of All Others Similarly Situated, v. TXU

Corp., C. John Wilder, James Oesterreicher, Kerney Laday, Dr., Jack Little, Glenn Tilton,

Leonard Roberts, E. Gail De Planque, Leldon E. Echols, Gerardo Lopez, and Michael Ranger,

pending in the Federal Court (the "Class Action") and/or as a TXU Shareholder affected by the

settlement of a derivative action styled In re TXU Corp. Derivative Litigation , Consolidated

Cause No . 07-01779, pending in the State Court (the "Derivative Action"). The Proposed

Settlement arises from the agreement and plan of merger (the "Merger Agreement") whereby an

acquisition entity formed by Kohlberg Kravis Roberts & Co. and Texas Pacific Group

(collectively, "the Sponsors"), along with certain financial institutions , agreed to acquire TXU by

paying $69 .25 per share for all of the outstanding shares of common stock of TXU (the

"Proposed Acquisition").

Plaintiff Harry Schipper , individually and on behalf of all Settlement Class

Members ("Plaintiff Schipper"), and Plaintiffs Walter and Rita Goldmann, individually and

derivatively on behalf of TXU (collectively, "Plaintiff Goldmann" and, along with Plaintiff

2


Schipper, "Plaintiffs"), and the Sponsors and TXU (collectively the "Settling Defendants" and

together with plaintiffs, the "Settling Parties") have agreed upon terms to settle the Class Action

and the Derivative Action (collectively, the "Settled Actions") and have signed a written

settlement agreement (the "Settlement Agreement") setting forth those settlement terms (the

"Proposed Settlement").

On the - day of , 2008, at _ _.m., the Federal Court will hold a hearing (the

"Fairness Hearing") to consider whether to finally approve the Proposed Settlement, and on the

_ day of _4_, 2008, at _ _.m., the State Court will hold a hearing (the "Settlement

Hearing") to consider whether to dismiss the Derivative Action pursuant to the Proposed

Settlement.

11. DESCRIPTION OF TXU SHAREHOLDERS AND THE SETTLEMENT CLASS

If you received this Notice, then you have been identified as a TXU Shareholder and/or a

member of the Settlement Class (a "Settlement Class Member"). All persons who held TXU

common stock at any time from November 27, 2006 to October 10, 2007 are defined as TXU

Shareholders. The Settlement Class consists of all holders of TXU common stock at any time

from February 23, 2007, through and including October 10, 2007, other than Defendants,

members of the immediate family of any such Defendant, any entity in which such a Defendant

has or had a controlling interest, officers of TX-U, and their legal representatives, agents,

executors, heirs, successors or assigns of any such excluded person.

Ill. SUMMARY OF THE LITIGATION

On February 26, 2007, TXU announced that its Board had unanimously approved the

Merger Agreement providing for the Proposed Acquisition.

Between February 27, 2007, and March 20, 2007, three derivative actions were filed in

state district courts in Dallas County, Texas, on behalf of TXU against the Sponsors, the

3


directors of TXU and various financial institutions alleging that those Defendants breached their

fiduciary duties, or aided and abetted other Defendants' breaches of their fiduciary duties, by


obtain adequate consideration for TXU's shareholders. On March 26, 2007, these actions were

consolidated into the Derivative Action in the State Court.

On May 18, 2007, the State Court stayed the Derivative Action so that a Derivative

Demand Committee appointed by TXU's Board could investigate the allegations asserted in the

Derivative Action and in similar derivative actions filed in Federal Court. On July 18, 2007, the

Derivative Demand Committee filed a motion in the State Court to extend the stay of the

Derivative Action, which motion is still pending.

Between March 5, 2007, and March 8, 2007, three derivative actions were filed in federal

court in Dallas making claims similar to those asserted in the Derivative Action. On March 27,

2007, the defendants moved to dismiss those actions, which motions are still pending. These

federal derivative actions will be dismissed pursuant to the Proposed Settlement.

Between February 25, 2007, and March 7, 2007, eight shareholder class actions were

filed in state district courts in Dallas County, Texas, against the Sponsors, the directors of TXU

and various financial institutions alleging that those Defendants breached their fiduciary duties,

or aided and abetted other Defendants' breaches of their fiduciary duties, by failing to conduct a

proper sales process in connection with the Proposed Acquisition and to obtain adequate

consideration for TXU' s shareholders. On March 26, 2007, those actions were consolidated in

the State Court. On May 25, 2007, the State Court dismissed those class actions . On May 31,

2007, the plaintiffs in the state class actions filed a motion for reconsideration and new trial. On

July 25, 2007, in connection with the Proposed Settlement , the plaintiffs in the state class actions

withdrew the motion for reconsideration and new trial . They did not subsequently appeal.

4


On June 14, 2007, TXU filed a preliminary proxy statement with the Securities and

Exchange Commission ("SEC") relating to a shareholder vote on the Merger Agreement ("the

Preliminary Proxy Statement"). After reviewing the Preliminary Proxy Statement and certain

documents produced by the Settling Defendants, counsel for Plaintiff Schipper in the Class

Action and counsel for Plaintiff Goldmann in the Derivative Action jointly wrote to counsel for

the Sponsors on July 13, 2007, setting forth terms upon which Plaintiffs would consider a

settlement of claims arising from the Merger (the "Settlement Demand Letter").

On July 19, 2007, the Class Action was filed against. TXU and its directors on behalf of

TXU's common shareholders alleging that the Preliminary Proxy Statement contains material

misrepresentations and omissions in violation of the Federal Securities laws. Counsel for

Plaintiffs and counsel for the Sponsors engaged in extensive negotiations based on the

Settlement Demand Letter, pursuant to which the Sponsors agreed, subject to TXU's approval,

to: (1) make supplemental disclosures to TXU Shareholders, and (2) modify the Termination Fee

(as that term is defined in the Merger Agreement). TXU subsequently agreed to these terms.

Consequently, on July 23, 2007, the Settlement Parties reached an agreement in principle

providing for the settlement of the Class Action and the Derivative Action and dismissal of the

federal derivative actions, subject to Plaintiffs conducting discovery concerning the fairness,

reasonableness and adequacy of the Proposed Settlement. On July 25, 2007, TXU filed a

definitive proxy statement which set September 7, 2007, as the date for the shareholder vote on

the Merger Agreement and which included certain disclosures requested by Plaintiffs in the

Settlement Demand Letter (the "Definitive Proxy Statement"). On September 7, 2007, the

shareholders of TXU approved the Merger. On October 10, 2007, the Merger was

consummated.

5


IV. WHO ARE DERIVATIVE COUNSEL

Derivative Counsel are the attorneys who represent Plaintiff Goldmann in the Derivative

Action. The law firms Donovan Searles, LLC and Payne Mitchell Law Group are the Derivative

Counsel.

V. WHO ARE CLASS COUNSEL

Class Counsel are the attorneys who represent the interests of the Settlement Class as a

whole, which includes members of the Settlement Class . Plaintiff Schipper ' s counsel are the

Class Counsel : the law firms of Wolf Haldenstein Adler Freeman & Hertz LLP and Stanley,

Mandel & Iola, L.L . P. Class Counsel are obligated to represent you, but they are not permitted

to represent the interests of an individual Settlement Class Member in a way that adversely

effects the Settlement Class as a whole. You may seek the advice of your own private attorney,

at your own expense, if you desire.

VI. BENEFITS OF THE PROPOSED SETTLEMENT

A. The Disclosures.

The Settling Defendants agreed to, and did, include in the Definitive Proxy Statement the

following disclosures requested in the Settlement Demand Letter:

I . Information detailing whether members of the Sponsors or their management and

TXU's Board or management had any material, pre-existing relationships , including joint board

service or business relationships , which allowed shareholders to assess potential conflicts of

interest in the transaction.

2. Information concerning TXU's and the Sponsors ' efforts to gamer support for the

Merger from both the environmental lobby and the Legislature.

3. Information pertaining to TXU's future environmental efforts.

4. Information pertaining to the "go-shop" process , which allowed shareholders to

6


evaluate the effectiveness of the process,

5. Information detailing how TXU's financial advisor concluded that the discount

rates and other financial metrics it employed were accurate and appropriate relative to its

analysis of TXU's weighted average cost of capital and internal rates of return, which allowed

shareholders to evaluate the reasonableness of the analysis.

6. Information pertaining to changes to the opinion of the financial advisor since the

date of the Merger Agreement based on subsequent earnings announcements, modifications to

projections, or changes in assumptions stemming from either financial, global, industry specific,

or company specific occurrences.

7. Information pertaining to the actions taken by the Derivative Demand Committee

in response to the litigation and claims asserted therein , including the demand made on the TXU

Board.

B. The Reduction in the Termination Fee.

Notwithstanding Section 8.5(b) of the Merger Agreement, the Termination Fee would

have been in the amount of $1,000,000,000.00 (one billion dollars) if the Termination Fee had

become payable in connection with a termination pursuant to Section 8.4(a) of the Merger

Agreement that was not made in respect of a Superior Proposal (as that term is defined in the

Merger Agreement), but otherwise, as a result of the Proposed Settlement, the Termination Fee

would have been an amount equal to $925,000,000.00 (nine hundred twenty five million dollars).

VII. REASONS FOR THE SETTLEMENT

Counsel for the Settling Parties believe that the Proposed Settlement is in the best

interests of the parties and TXU's public shareholders.

A. Why Did Plaintiffs Agree to Settle?

Plaintiffs' counsel conducted an investigation relating to the claims and the underlying

7


events and transactions alleged in the Class Action and the Derivative Action. Among other

things, this included the production of non-public documents by the Settling Defendants to

Plaintiffs.

Plaintiffs' counsel have analyzed the evidence adduced during their investigation, and

have researched the applicable law with respect to the claims of Plaintiffs, TXU Shareholders

and TXU against the Defendants and the potential defenses thereto. Plaintiffs' counsel have also

retained a financial advisor and consulted with this advisor throughout the course of this

litigation.

Based upon their investigation as set forth above, Plaintiffs and their counsel have

concluded that the terms and conditions of this Settlement Agreement are fair, reasonable and

adequate to Plaintiffs, TXU Shareholders and TXU, and in their best interests, and have agreed

to settle the claims raised in the Class Action and the Derivative Action pursuant to the terms and

provisions of the Settlement Agreement, after considering (a) the substantial benefits that TXU

Shareholders and TXU have received from the Proposed Settlement, (b) the attendant risks of

litigation, and (c) the desirability of pennitting the Proposed Settlement to be consummated

pursuant to the terms of this Settlement Agreement.

In particular, Plaintiffs and their counsel considered the availability of credit for

corporate acquisitions and the market ' s subsequent evaluation of the Proposed Acquisition in

light of that downturn. Regardless of the sale process used , it appeared unlikely to Plaintiffs that

a higher price would be offered for TXU in the foreseeable future. Likewise, it appeared highly

debatable as to whether continued operation ofTXU by its current management would result in a

higher share price than that offered by the Sponsors in the foreseeable future.

As a consequence , Plaintiffs and their counsel determined that it was advisable for TXU's

shareholders to vote on the Proposed Transaction once the shareholders were given full and

8


complete information via the Definitive Proxy Statement containing the supplemental disclosures

obtained by Plaintiffs. Additionally, to facilitate the possibility that a superior proposal might be

made for TXU prior to closing, the Termination Fee was reduced.

Plaintiffs and their counsel believe that, under the circumstances , they obtained the best

possible relief for TXU Shareholders and TXU.

B. Why Did the Defendants Agree to Settle?

The Settling Defendants, and the defendants in all the actions, have strenuously denied,

and continue strenuously to deny each and every allegation of liability and wrongdoing made

against them in the Class Action and the Derivative Action and all the other actions, and assert

that they have meritorious defenses to those claims, that their conduct has, at all times, been

lawful and proper in all respects, and that judgment or judgments should be entered dismissing

all claims against them with prejudice. The Settling Defendants have thus entered into this

Settlement Agreement solely to avoid the continuing additional expense, inconvenience, and

distraction of this burdensome litigation and to avoid the risks inherent in any lawsuit, and

without admitting any wrongdoing or liability whatsoever.

VIH. FAIRNESS HEARING AND SETTLEMENT HEARING

On the day of , 2008, at _.m., the Federal Court will hold a

Fairness Hearing at the United States District Courthouse for the Northern District of Texas,

Dallas Division, 1100 Commerce Street, Room 1312, Dallas, Texas 75242. At the Fairness

Hearing, the Federal Court will consider whether the Proposed Settlement is fair, reasonable and

adequate and thus should be finally approved.

On the day of , 2008, at `.m., the State Court will hold a

Settlement Hearing at the Dallas County Courthouse, 44th District Court, George L. Allen, Sr.

Courts Bldg., 600 Commerce St., 5th Floor, Dallas, Texas 75202. At the Settlement Hearing, the

9


State Court will consider whether to dismiss the Derivative Action pursuant to the Proposed

Settlement. The State Court also will consider Plaintiffs' counsel's application for attorneys'

fees and expenses. The Settling Defendants will not oppose any application to the State Court by

Plaintiffs' counsel for an award of attorneys' fees and reimbursement of their reasonable out-of-

pocket expenses up to $3,500,000 (three million five hundred thousand dollars). Any attorneys'

fees and expenses awarded will in no way reduce the amount that you have received for your

TXU stock.

IX. RIGHT TO ATTEND FAIRNESS HEARING AND/OR SETTLEMENTHEARING

Any TXU Shareholder may appear in person and observe the Fairness Hearing and/or the

Settlement Hearing. BUT YOU DO NOT HAVE TO ATTEND EITHER HEARING OR TAKE

ANY OTHER ACTION TO PARTICIPATE IN THE PROPOSED SETTLEMENT. If you want

to be heard at the Fairness Hearing and/or the Settlement Hearing in opposition to the Proposed

Settlement, then you must first comply with the procedures for objecting to the Proposed

Settlement, which are set forth below. The Courts have the right to change the hearing dates or

times without further notice. Thus, if you are planning to attend either hearing, you should

confirm the date and time before going to either Court.

X. RIGHT TO OBJECT TO THE PROPOSED SETTLEMENT ANDPROCEDURES FOR DOING SO

You have the right to object to any aspect of the Proposed Settlement. You must object

in writing, and you may request to be heard at the Fairness Hearing and/or at the Settlement

Hearing. If you choose to object, then you must follow these procedures. If you timely and

properly object, but either of the Courts overrules your objections, you still will be covered by

the Proposed Settlement.

10


A. You Must Make Detailed Objections in Writing

Any objections must be presented in writing and must contain the following information:

1. Notice of intent to appear at the Fairness Hearing and/or theSettlement Hearing;

2. Proof of being a TXU Shareholder;

3. A statement of each objection being made; and

4. The grounds for each objection or the reasons for such persons desiring toappear and to be heard;

The Court will not consider any objection that does not substantially comply with these

requirements.

B. You Must Timely Deliver Written Objections to the Court, Plaintiffs' ClassCounsel, and Defendants' Counsel

YOUR WRITTEN OBJECTIONS MUST BE ON FILE WITH THE CLERKS OF THE

COURTS NO LATER THAN [insert actual date]] . The Court Clerks ' addresses are:

U.S. District ClerkNorthern District of Texas, Dallas Division

1100 Commerce Street, Room 1452Dallas, Texas 75242

Dallas County Courthouse44th District Court

George L. Allen, Sr. Courts Bldg.600 Commerce St., Suite 643

Dallas, Texas 75202

YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO PLAINTIFFS'

COUNSEL AND COUNSEL FOR DEFENDANTS AT THE FOLLOWING ADDRESSES SO

THEY ARE RECEIVED NO LATER THAN [linsert date]].

Roger L. MandelSTANLEY, MANDEL & IOLA., L.L.A.3100 Monticello Ave., Suite 750Dallas, Texas 75205Class Counsel

David PooleGeneral CounselTXU Corp.1601 Bryan Street, Suite 600Dallas, Texas 75201Counsel,for TXU Corp.

11


Michael D. DonovanDONOVAN SEARLES, LLC1845 Walnut Street, Suite 1100Philadelphia , PA 19103Counsel.for Derivative Plaintiffs

John C. WanderVinson & Elkins, LLPTrammell Crow Center2001 Ross AvenueSuite 3700Dallas, Texas 75201Counselfor Kohlberg Kravis Roberts &

Co. and Texas Pacific Group

The Court will not consider any objection that is not timely filed with the Court or not timely

delivered to Plaintiffs ' counsel and counsel for Defendants.

Any person or entity who fails to object or otherwise request to be heard in the manner

prescribed above will be deemed to have waived the right to object or otherwise request to be

heard (including the right to appeal) and will be forever barred from raising such objection or

request to be heard in this or any other action or proceeding.

XI. RELEASE OF CLASS MEMBERS' CLAIMS AND DISMISSAL OF THESETTLED ACTIONS

If the Courts approve the Proposed Settlement, the Settled Actions shall be dismissed on

the merits with prejudice as to all Defendants, without costs, except as provided in the Settlement

Agreement. Additionally, Plaintiffs and each of the TXU Shareholders, including the Settlement

Class Members, shall be deemed to have, and by operation of the Courts' approval of the

Proposed Settlement shall have, fully, finally, and forever released, relinquished and discharged

all Released Claims (including claims that Plaintiffs and each of the TXU Shareholders,

including the Settlement Class Members, do not know or suspect to exist at the time of the

release, which if known, might have affected such party's decision to enter into the release)

against the Released Persons. By operation of the entry of the Judgments, upon the Effective

Date, Plaintiffs and each of the TXU Shareholders, including the Settlement Class Members, for

themselves and their respective heirs, executors, administrators, predecessors, representatives,

12


agents, successors, and assigns, agree to waive and shall be deemed to have waived any and all

provisions, rights and benefits which they now have, or in the future may have by virtue of the

provisions of § 1542 of the California Civil Code and any other similar, comparable or

equivalent law or provision with respect to the Released Claims, which section provides as

follows:

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor.

The Courts' approval of the Proposed Settlement also will permanently bar and enjoin the

institution and prosecution by Plaintiffs and any TXU Shareholder, including the Settlement

Class Members, of any other action against any Released Person in any court asserting any

Released Claims.

Upon the Courts' approval of the Proposed Settlement, each of the Released Persons shall

be deemed to have, and by operation of the Courts' approval of the Proposed Settlement shall

have, fully, finally, and forever released, relinquished and discharged Plaintiffs, each and all of

the TXU Shareholders, including the Settlement Class Members, and Plaintiffs' counsel in the

Settled Actions from any and all claims, based upon or arising out of the institution, prosecution,

assertion, settlement or resolution of the actions or the Released Claims.

"Released Claims" means any and all claims, demands, rights, actions or causes of

action, liabilities, damages, losses, obligations, judgments, suits, injunctions, fees, expenses,

costs, matters and issues of any kind or nature whatsoever, whether known or unknown,

contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed,

matured or unmatured, that have been, could have been, or in the future can or might be asserted

in the Settled Actions, or in any court, tribunal or proceeding (including, but not limited to, any

claims arising under federal or state statutory or common law relating to alleged fraud, breach of

13


any duty, negligence, violations of the federal securities laws or otherwise), including claims by

or on behalf of any TXU Shareholder, including members of the Settlement Class (whether

individual, class, derivative, representative, legal, equitable or any other type or in any other

capacity), against the Released Persons whether or not any such Released Persons were named,

served with process or appeared in the Settled Actions, which have arisen, could have arisen,

arise now or hereafter arise out of, or relate in any manner to the Merger, the Proposed

Acquisition, or the allegations, facts, events, matters, statements, representations,

misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series

thereof, embraced, involved or set forth in, or referred to or otherwise related to: (i) the Merger

Agreement or the Proposed Acquisition, or any amendment thereto; (ii) the fiduciary obligations

of any of the Released Persons in connection with the Merger Agreement or the Proposed

Acquisition, or any amendment thereto; (iii) the negotiations in connection with the Merger

Agreement or the Proposed Acquisition, or any amendment or supplement thereto; and (iv) the

disclosure obligations of any of the Released Persons in connection with the Merger Agreement

or the Proposed Acquisition, or any amendment thereto, including any allegations of

misrepresentations and/or omissions in the Preliminary Proxy Statement and/or the Definitive

Proxy Statement and exhibits thereto or any amendment thereto; provided however, that the

Released Claims shall not include any appraisal right of the Plaintiffs or TXU Shareholders,

including the Settlement Class Members, or the rights of the Plaintiffs or TXU Shareholders,

including the Settlement Class Members, to enforce the terms of this Settlement Agreement in

the Federal Court or the State Court, as the case may be.

"Released Persons" means Kohlberg Kravis Roberts & Co., Texas Pacific Group, TPG

Capital, L.P. (f/k/a Texas Pacific Group), TXU Corp., Leldon E. Echols, Kerney Laday, Jack E.

Little, Gerardo I. Lopez, J.E. Oesterreicher, Michael W. Ranger, Leonard H. Roberts, Glenn F.

14


Tilton, C. John Wilder, E. Gail de Planque, Goldman, Sachs & Co., Goldman Sachs Credit

Partners L.P., GS Capital Partners VI Fund, L.P., GSCP VI Offshore TXU Holdings, L.P., GS

Capital Partners VI Offshore, L.P., GSCP VI Germany TXU Holdings, LP, GS Capital Partners

VI GmbH & Co. KG, GS Capital Partners VI Parallel, L.P., GS Global Infrastructure Partners 1,

LP, GS Infrastructure Offshore TXU Holdings, LP, GS International Infrastructure Partners I,

L.P., GS Institutional Infrastructure Partners I, LP, KKR 2006 Fund, L.P., KKR PEI

Investments, L.P., KKR Partners III, L.P., TPG Partners V, L.P., TPG Partners 1V, L.P., TPG

FOF V-A, L.P., TPG FOF V-B, L.P., Texas Energy Future Co-Invest, LP, Citigroup Global

Markets Inc., Citigroup Alternative Investments LLC, Citigroup Global Markets Inc., JPMorgan

Chase Bank, N.A., J.P. Morgan Securities Inc., J.P. Morgan Ventures Corporation, Lehman

Brothers, Inc., Lehman Brothers Commercial Bank, Lehman Commercial Paper Inc., Lehman

Brothers Co-Investment Partners L.P., Lehman Brothers Co-Investment Capital Partners L.P.,

Lehman Brothers Co-Investment Group L.P., Lehman Brothers PEP Investments I, L.P.

(Incorporated), Lehman Brothers Fund of Funds XVIII - Co-Investment Holdings, LP, Lehman

Brothers Secondary Opportunities Pooling, LP, Lehman Brothers Real Assets Fund, LP, LB I

Group, Inc., Morgan Stanley & Co. Incorporated, Morgan Stanley Senior Funding, Inc., Energy

Future Holdings Corp. ("EFH"), Texas Energy Future Holdings Limited Partnership, Texas

Energy Future Capital Holdings LLC and Texas Energy Future Merger Sub Corp and/or their

respective families, parent entities, associates, affiliates or subsidiaries, and each and all of their

respective past, present or future officers, directors, stockholders, agents, representatives,

employees, attorneys, financial or investment advisors, advisors, consultants, accountants,

investment bankers, commercial bankers, trustees, engineers, agents, insurers, co-insurers and

reinsurers, heirs, executors, trustees, general or limited partners or partnerships, limited liability

companies, members, investors, heirs, executors, personal or legal representatives, estates,

15


administrators, predecessors, successors and assigns.

XII. HOW TO OBTAIN ADDITIONAL INFORMATION

This Notice summarizes the Settled Actions and the provisions of the Settlement

Agreement. It is not a complete statement of the Settled Actions or the Settlement Agreement.

Although Plaintiffs' counsel and counsel for the Settling Defendants believe that the descriptions

about the Proposed Settlement that are contained in this Notice are accurate in all material

respects, in the event of any inconsistencies between the descriptions in this Notice and the

Settlement Agreement, the Settlement Agreement will control.

Copies of the operative complaint for the Class Action, the operative petition for the

Derivative Action, the Settlement Agreement, the Preliminary Approval Order entered by the

Federal Court in the Class Action, the Scheduling Order entered by the State Court in the

Derivative Action, this Notice, and Answers to Frequently Asked Questions are available for

review and printing at www. . In addition, copies of any of these documents may be

obtained by leaving a message at 1-888- - . In addition, you may leave a message at

that number asking for a return phone call from Plaintiffs' counsel.

You may inspect the Settlement Agreement and other papers in the Class Action at the

United States District Clerk's office at any time during normal business hours, Monday through

Friday, 9:00 a.m. to 4:00 p.m., Central time. The Clerk's office is located at 1100 Commerce

Street, Room 1452, Dallas, Texas 75242. However, you must appear in person to inspect these

documents. The Clerk's office cannot mail copies to you.

You may inspect the Settlement Agreement and other papers in the Derivative Action at

the Clerk's Office at any time during normal business hours, Monday through Friday, 8 :00 a.m.

to 4:00 p.m., Central time . The Clerk's office is located at George L. Allen, Sr. Courts Bldg.,

600 Commerce St., Suite 103, Dallas, Texas 75202. However, you must appear in person to

16


inspect these documents . The Clerk' s office cannot mail copies to you.

While you may review documents on file at either Clerk's office, the Clerks' offices

cannot answer any questions about these documents. Do not direct any questions that you have

about the matters in this Notice to either Clerk's office or either Court. Instead, you may direct

any questions to, or obtain further information from, the phone number listed above.

PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO

EITHER COURT OR EITHER CLERK'S OFFICE.

XI1I . NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF

OF OTHERS

Brokerage firms, banks and/or other persons or entities who held shares ofTXU common

stock for the benefit of others are requested to immediately send this Notice to all of their

respective beneficial owners. If additional copies of the Notice are needed for forwarding to

such beneficial owners, any requests for such additional copies or provision of a list of names

and mailing addresses of beneficial owners may be to TXU Corporation Shareholder Litigation,

Notice Administrator, [address]. If TXU Shareholders have questions or comments about the

Proposed Settlement, they should contact follow the procedures listed in Section XII.

Such brokerage firms, banks and/or other persons or entities requesting additional copies

or providing a list of names and mailing addresses of beneficial owners will be reimbursed for

documented reasonable out-of-pocket expenses incurred in providing such additional copies or

providing a list of names and mailing addresses of beneficial owners.

17


EXHIBIT F


DALLAS DIVISION

Harry Schipper, Individually and on Behalf §of All Others Similarly Situated, §

Plaintiff, §

V. §

TXU CORP., C. JOHN WILDER, JAMES §

OESTERREICHER, KERNEY LADAY, SR., §

JACK LITTLE, GLENN TILTON, LEONARD §

ROBERTS, E. GAIL DE PLANQUE, §

LELDON E. ECHOLS, GERARDO LOPEZ, §

and MICHAEL RANGER, §Defendants. §


CAUSE NO. 07-01779

§ IN THE DISTRICT COURT OFIn re TXU Corp. Derivative Litigation § DALLAS COUNTY, TEXAS

§ 44TH JUDICIAL DISTRICT

SUMMARY NOTICE OF PENDENCY OF SHAREHOLDER DERIVATIVEAND CLASS ACTION. PROPOSED SETTLEMENT THEREOF AND HEARINGS

TO: ALL PERSONS WHO HELD TXU CORP. COMMON STOCK AT ANY TIMEFROM NOVEMBER 27, 2006 , TO OCTOBER 10, 2007 (THE "TXUSHAREHOLDERS").

YOU ARE HEREBY NOTIFIED, that hearings will be held on , 2008 at

_:00 `.m. at the United States District Court for the Northern District of Texas (the "Federal

Court"), Courtroom 1312, United States Courthouse, Dallas Division, 1100 Commerce Street,

Dallas, Texas 75242, and on , 2008 at _:00 _.m. at the Dallas County

Courthouse, 44`h Judicial District ("the "State Court"), George L. Allen, Sr. Courts Building, 600

Commerce Street, 5`h Floor, Dallas Texas 75202, in connection with the proposed settlement (the

"Settlement") of the above-entitled class action and shareholder derivative action. The Federal

-1-


Court will determine whether to approve the Settlement of the class action before it as fair,

reasonable , and adequate . The State Court will determine whether to dismiss the derivative

action before it pursuant to the Settlement and whether the application of Plaintiffs' counsel for

an award of attorneys ' fees and reimbursement of expenses should be approved.

IF YOU HELD TXU CORP. COMMON STOCK AT ANY TIME FROM NOVEMBER

27, 2006, TO OCTOBER 10, 2007, YOUR RIGHTS MAY BE AFFECTED BY THE

SETTLEMENT OF THESE ACTIONS.

The above-captioned actions are shareholder derivative and class actions alleging breach

of fiduciary duty or violations of the federal securities laws by certain directors and/or officers of

TXU and/or the purchasers of TXU. Plaintiffs have alleged that Defendants breached their

fiduciary duties and/or issued materially false and misleading proxy solicitations in connection

with the proposed buyout of TXU's public shareholders by an acquisition entity formed by

Kohlberg Kravis Roberts & Co. and Texas Pacific Group. Among other things, the proposed

Settlement provides for the modification of the Termination Fee set forth in the Merger

Agreement in certain circumstances and the disclosure of additional information in the Definitive

Proxy Statement pertaining to the Merger.

Any TXU Shareholder may object to any aspect of the Settlement. Any such Person

must submit a written notice of objection by , 2008, in the manner and form

explained in the detailed Notice referred to below.

If you have not yet received the detailed Notice, which more completely describes the

Settlement and your rights thereunder, you may obtain a copy of that document by visiting

www. ; by calling 1-888 ; or by identifying yourself as a TXU

-2-


Shareholder and writing to: TXU Corporation Shareholder Litigation, Notice Administrator,

[address].

Inquiries should NOT be directed to TXU, the Courts, or the Clerks of the Courts.

Dated: , 2008.BY ORDER OF THE COURTS

-3-


EXHIBIT B

Case 3:07-cv-01281-L Document 12-3 Filed 01/17/2008

Attorneys

www.smi-law.com

Page 2 of 8

Counselors

PRINCIPAL OFFICE

3100 Monticello AvenueSuite 750

Dallas , Texas 75205214.443.4300

214.443 .0358 (fax)

BRANCH OFFICES

Stanley , Mandel & Iola , L.L.P Stanley , Mandel & Iola, L.L.P.550 West C Street 1323 East 71 st Street

Suite 1600 Suite 215San Diego , California 92101 Tulsa , Oklahoma 74136

619.235 . 5306 866.524.5005

STANLEY, M DEL & I L,L.


Introduction to Stanley, Mandel & Iola, L.L.P., represents clients in complex commercial,the Firm insurance and class action litigation. The firm's members have extensive

experience representing clients in class action litigation, complex commerciallitigation and environmental tort matters, including asbestos and productliability litigation.

Class Action The firm has successfully served as Class Counsel in the following cases:Experience

Settlement of a nationwide class action against American Airlines underERISA related to pension benefits of its former AirCal pilots.

n Settlement of a nationwide class action against Wells Fargo Bank forviolations of RESPA.

n Settlement of statewide class action against State Farm Insurance Cos.,Allstate Insurance Cos., Farmers Insurance Cos. And GEICO Insurance Cos. forviolations of the Texas Insurance Code relating to claims procedures forautomobile policyholders.

n Settlement (along with multiple co-counsel) of major nationwide class actionlitigation involving General Motors pickup trucks.

n Settlement following summary judgment of a statewide class action forbreach of contract and deceptive trade practices against Southwestern BellMobile Systems.

n Settlement of a nationwide securities class action on behalf of shareholdersof Monarch Dental Associates (while serving as Liaison Counsel) for violations of§§10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.

n Settlement of a nationwide securities class action on behalf of shareholdersof STB Systems, Inc. (while serving as Liaison Counsel) for violations of theTexas Securities Act and the Securities Act of 1933 arising out of thedefendants' misrepresentations and omissions concerning the company'soperations and future prospects.

n Settlement (along with other class counsel) of a nationwide class action onbehalf of holders of both preferred and common shares of Walden Properties,Inc. and its directors arising out of Walden's efforts to complete a merger withOlympus Real Estate Corporation on grossly inadequate terms. The settlementresulted in a substantial increase in the value received by shareholders at theconclusion of the merger.

n Settlement of a nationwide securities class action on behalf of shareholdersof Dynamex, Inc. (while serving as Liaison Counsel) for violations of §§10(b) and20(a) of the Securities Exchange Act of 1934 and SEC Rule 1 Ob-5.

n Settlement of a class action on behalf of customers of Southwestern BellTelephone Company for violations of the Texas Finance Code.

n Settlement of a class action on behalf of persons who entered into leaseagreements with UDR Western Residential, Inc., and other of its affiliates, arisingout of claims under the Texas Water Code, regulations of the Texas NaturalResources Conservation Commission, the Texas Utility Code, regulations of thePublic Utility Commission and the Texas Debt Collection Practices Act.

n Settlement of a nationwide class action on behalf of customers ofTicketmaster Group, Inc., and certain of its affiliates, who purchased tickets witha credit card and were charged an illegal surcharge in violation- of the TexasFinance Code.

n Settlement of a nationwide class action against FirstUSA Bank for violationsof the Truth in Lending Act.


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n Obtained final judgment (following summaryjudgment and jurytrial) againstthe Dallas County Community College District on behalf of a class of current andformer students as a result of the District's charging of a technology fee thatwas not authorized by state law. (The Judgment was affirmed by the DallasCourt of Appeals but all appeals have not yet been exhausted).

n Settlement of a nationwide securities class action on behalf of shareholdersof drkoop.com, Inc. (while serving as Liaison Counsel) for violations of §§10(b)and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 1 Ob-5.

n Settlement of a nationwide securities class action on behalf of shareholdersof UICI Corporation (while serving as Liaison Counsel) for violations of §§10(b)and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.

n Settlement of derivative litigation on behalf of Dollar General Corporationfiled against directors of the corporation for breach of the board's fiduciaryduties to the corporation and its shareholders. [The case resulted in the largestsettlement in Tennessee history.]

n Settlement of a nationwide securities class action on behalf of shareholdersof i2 Technologies Corporation (while serving as Liaison Counsel) for violationsof §§10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 1 Ob-5.

The firm is currently acting as class counsel and liaison counsel in numerousclass actions, including: several nationwide securities class actions; anationwide antitrust class action against the two largest U.S.telecommunications companies; a nationwide class action against a majormortgage bank for breach of contract and deceptive trade practices, andmultiple state-wide class actions against major insurance companies forviolations of Texas insurance law.

In addition, the firm has successfully prosecuted and settled numerousindividual actions, including:

n A multi-million dollar settlement, over five times in excess of the policylimits, with The Medical Protective Company following a jury verdict in favor ofthe firm's plaintiff in a medical malpractice coverage dispute.

n Settlement of business tort litigation on behalf of the former owner of amajor league sports franchise against a national bank relating to the sale of thefranchise.

n Settlement of tortious interference with business contract litigation onbehalf of a large independent electrical supplier/contractor.

Other Litigation In addition to class actions, the firm's attorneys have extensive experience inindividual litigation, including complex commercial, toxic tort and productsliability cases. Those cases include representation of persons injured byasbestos, products liability litigation, business tort litigation, insurancecoverage litigation, insurance bad faith litigation and construction litigation.SMI's attorneys have obtained numerous seven-figure jury verdicts, includingthe only jury verdict on behalf of a class in Texas, and multiple seven-figure(plus) settlements. On the other side of the docket, the firms' attorneys havesuccessfully defended many cases, including obtaining a zero dollar jury verdictin a case where the plaintiff sought $375,000,000.00 in damages and the trialof the case took a month.


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ATTORNEYS

Board Certified: Civil Trial Law, Texas Board of Legal Specialization.1992.

Born Dallas, Texas, May 27, 1957; admitted to bar, 1982, Texas; alsoadmitted to practice before U.S. Supreme Court; U.S. Court of Appeals, Fifthand Ninth Circuits; U.S. District Court, Northern, Southern, Eastern andWestern Districts of Texas.

Preparatory and legal education : George Washington University (B.B.A.,1979); legal education, University of Texas Q.D., 1982). Board Certified, CivilTrial Law, Texas Board of Legal Specialization, 1992. President, University ofTexas, Student Bar Association, 1981-82.

Recent Authorship & Speeches : "Dealing with Attorneys' Fees andObjections in Class Actions," National Class Action Institute, American BarAssociation, Chicago, Illinois (1997); (Speaker) "Class Action Update,"Advanced Products Liability Conference, Texas Trial Lawyers Association(1998); (Speaker) "Advanced Commercial and Consumer Law Course," StateBar of Texas (1999); (Speaker) "National Class Action Seminar," New Orleans,Louisiana (2001); (Speaker) "Class Action Update," Advanced Personal InjurySeminar, State Bar of Texas, Dallas and Houston, Texas (2002); (Speaker)"Ethics of Mass Tort Settlements: How a Lawyer with No Clients Can SettleYour Cases Without Your Consent," (July 2002); (Speaker) "Class Actions,MDL, Venue, and Forum Non: Micro Management of Mass Torts," Texas TrialLawyers Association (December 2003); (Speaker) "A Brave New World: TexasClass Action Practice After HB4," State Bar of Texas (January 2004). (Co-author/Speaker) "The Class Action Unfairness Act of 2005;" Dallas BarHeadnotes (April 2005); (Speaker) "Changing the Rules: Texas Class ActionPractice After HB4 and CAFA;" State Bar of Texas (August 2006).

Member: Chairman, Texas Public Finance Authority, 1991-95; Member,1995-97. Dallas and American Bar Associations; State Bar of Texas; DallasTrial Lawyers Association (President, 2003); Texas Trial Lawyers Association(Board of Directors, 1999-; Secretary-Treasurer, 2002; President, 2006);American Association for justice (Board of Governors, 2001-); Public Justice;American Board of Trial Advocates; National Association of ConsumerAdvocates; Dallas Bar Foundation.


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Board Certified, Civil Appellate Law, Texas Board of Legal Specialization

Born Dallas, Texas, August 2, 1963; admitted to bar, 1987, Texas; alsoadmitted to practice before U.S. Supreme Court; U.S. Courts of Appeals,Fifth, Seventh and Ninth Circuits; U.S. District Courts, Eastern, Northern andWestern Districts of Texas. Board Certified, Civil Appellate Law, Texas Boardof Legal Specialization, 1997.

Preparatory and legal education : University of Texas (B.B.A., with highhonors, 1984; J.D., with honors, 1986).

Academic Fraternities and Honors : Phi Eta Sigma; Beta Gamma Sigma;Golden Key; Order of the Coif. Board of Advocates. Recipient, Dean's Awardof Distinction (highest grade in class), Bankruptcy, Constitutional Law,Advanced Constitutional Law and Evidence.

Professional Honors : Texas Super Lawyer 2003-2007 (Texas MonthlyMagazine); "AV" Rated, Martindale-Hubbell; Fellow of the Texas BarFoundation; Fellow of the Dallas Bar Foundation

Recent Authorship & Speeches: (author) "Abstracts of Recent State andLower Federal Court Decisions on Consumer Class Actions," Consumer andPersonal Rights Litigation Newsletter, May 1995; (co-author) "Dealing withAttorney' Fees and Objections in Class Action Settlements," NationalInstitute on Class Actions, ABA; (co-author and speaker) "Resolving ClassActions in the Plaintiffs' Favor: Settlements and Contested Final Judgments,"Federal Bar Association, April 2001; "The Class Action Unfairness Act of2005," Dallas Bar Headnotes, April 1, 2005; "Credit Card Developments,"10`' Annual Consumer Financial Services Litigation Institute (PLI, Dallas, TX,2005); (author) "Arbitration: Should it Be Sought Rather Than Fought?"Consumer Law & Policy Blog (December 3, 2006); (speaker) "Arbitration ofConsumer Class Action Cases," NCLC Consumer Class Action Symposium,Miami, 2006.

Member: Dallas and American Bar Associations; State Bar of Texas; DallasTrial Lawyers Association (Board of Directors, 1997-2008); Texas TrialLawyers Association (Board of Directors, 2002-08); The AmericanAssociation of Justice; Public Justice Foundation (Board of Directors 2001-08); National Association of Consumer Attorneys.


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Certified Civil Trial Specialist , National Board of Trial Advocacy.

Born Kansas City, Missouri, August 1, 1958; admitted to bar, 1982,Oklahoma; 1995, Michigan; 1995, Texas; 2000, Illinois; also admitted topractice before U.S. Court of Appeals, Tenth Circuit.

Preparatory and legal education : George Washington University (B.A.,1979); University of Oklahoma (J. D., 1982).

Fraternity: Phi Delta Phi

Teaching : Legal Research & Writing Instructor, University of Oklahoma,1981; Appellate Advocacy Instructor, 1982.

Member: Dallas, Oklahoma, Michigan, Illinois State and American BarAssociations; State Bar of Texas; State Bar of Michigan; Dallas Trial LawyersAssociation; Oklahoma Trial Lawyers Association; Michigan Trial LawyersAssociation; Texas Trial Lawyers Association; American Association forJustice; Public justice; American Board of Trial Advocates.

in Woodward Born Philadelphia, Pennsylvania, January 2, 1969; admitted to bar, 1996,Texas; also admitted to practice before U.S. Court of Appeals Fifth and Ninth

n i

Circuits; U.S. District Court, Northern, Eastern, Southern, and WesternDistricts of Texas.

Preparatory and legal education : Swarthmore College (B.A., 1990);University of Texas (J.D., 1996). Secretary, Corporate Counsel Society,University of Texas School of Law. 1994-95. Executive Editor, Texas

L . International LawJournal, 1995-96.

Internship : judicial Intern to Hon. Rose Spector, justice, Supreme Court ofTexas, Spring, 1996.

Member: Dallas, Frisco and American Bar Associations; AmericanAssociation forJustice; Texas Trial Lawyers Association; Dallas Trial LawyersAssociation; State Bar of Texas; College of the State Bar of Texas; PublicJustice; National Association of Consumer Advocates.

Recent Authorship and Speeches : (Author) "TRIPS and NAFTA's Chapter 17:How Will Trade-Related Multilateral Agreements Affect InternationalCopyright?" 31 Tex. Int'l L.J. 269 (1996); (Co-Author) "Resolving ClassActions in the Plaintiff's Favor: Settlement and Contested Final Judgments,"Federal Bar Association, April 2001; (Co-Author) "Summaries of SignificantClass Action Opinions in Texas State and Federal Courts: 2001-2002," May2002; (Co-Author) "Class Actions, MDL, Venue, and Forum Non: Micro-Management of Mass Torts," Texas Trial Lawyers Association, December2003; (Co-Author) "A Brave New World: Texas Class Action Practice AfterHB4," State Bar of Texas, January 2004; (Co-Author) "Changing the Rules:Texas Class Action Practice After HB4 and CAFA," State Bar of Texas, August2006; (Speaker) "Class Action Basics in Texas," Frisco Bar Association,October 2006.

Mark H. Iola


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Matthew J. Zevin

Born Tulsa, Oklahoma , April 13, 1964; admitted to bar , 1989, Oklahoma;2000, Illinois; 2001 , Texas; also admitted to practice before U .S. Court ofAppeals , Tenth Circuit; U.S. District Court , Northern, Eastern and WesternDistricts of Oklahoma.

Preparatory and legal education : University of Pennsylvania (B.A., 1986);University of Oklahoma (J.D., 1989).

Member: Tulsa County, Dallas, Oklahoma, Illinois State, and American BarAssociations; State Bar of Texas. American Association forJustice; OklahomaTrial Lawyers Association; National Employment Lawyers Association; TexasTrial Lawyers Association; Public Justice; Order of Barristers; Board ofAdvocates, 1986 - 89.

Born Los Angeles, California, September 16, 1966; admitted to bar, 1994,California; 1997, Washington (inactive), (not admitted in Texas); alsoadmitted to practice before U.S. Court of Appeals, Sixth, Ninth and TenthCircuits; U.S. District Courts, Northern, Southern, Eastern and CentralDistricts of California and Western District of Michigan.

Preparatory and legal education : California State University, Northridge(B.S., 1990); University of Richmond q. D., with honors, 1993).

Honors : McNeill Law Society. Recipient, Lawyers Co-Operative-PublishingCompany Book Award (highest grade), Mergers and Acquisitions.

Diploma : Trial Advocacy Skills, National Institute of Trial Advocacy.

Member: State Bar of California; American Bar Association; AmericanAssociation for Justice; Public Justice; Consumer Attorneys of California.(Resident, California Office).

Born Midland, Texas, January 1 5, 1963; admitted to bar, 1990, Texas; 2005,Illinois; also admitted to practice before U.S. Court of Appeals, Fifth Circuit;U.S. District Court, Northern, Southern, Eastern and Western Districts ofTexas.

Preparatory and legal education : University of Texas (B.A., 1985); SouthTexas College of Law U.D., 1990).

Internship and Honors : Law Clerk to Hon. Sim Lake, U.S. District Court,Southern District of Texas, 1988. Former Legal Analyst, Fox Channel 26News, Houston, Texas.

Member: Dallas, Illinois State and American Bar Associations; State Bar ofTexas; Dallas Trial Lawyers Association; Texas Trial Lawyers Association;American Association for Justice; Public justice.

Bill Galerston


EXHIBIT C


FIRM

RESUME

WOLFHALDENSTEIN

ADLER FREEMAN

& HERZ LLP


Founded in 1888, Wolf Haldenstein Adler Freeman & Herz LLP is a full

service law firm with practice groups in corporate/tax, pension/benefits, real

estate, trusts and estates, healthcare, bankruptcy, limited partnerships, and

civil and commercial litigation, with a particular specialty in complex class

and shareholder litigation under both federal and state law.

Wolf Haldenstein's total practice approach, supported by the Firm's mid-

range size, distinguishes the Firm from other firms. Our longstanding

tradition of a close attorney/client relationship ensures that each one of our

clients receives prompt, individual attention and does not become lost in an

institutional bureaucracy. Our team approach is at the very heart of Wolf

Haldenstein's practice. All of our lawyers are readily available to all of our-

clients and to each other. The result of this approach is that we provide our

clients with an efficient legal team having the broad perspective, expertise

and experience required for any matter at hand. We are thus able to

provide our clients with cost effective and thorough counsel focused on our

clients' overall goals.

The Firm has its principal office with lawyers in the various practice areas,

at 270 Madison Avenue, New York, NY 10016. The Firm's general

telephone number in New York is (212) 545-4600. The fax number in New

York is (212) 545-4653. The Firm also has offices at Symphony Towers, 750

B Street, Suite 2770, San Diego, CA 92101, telephone: (619) 239-4599, fax:

(619) 234-4599; 55 W. Monroe Street, Suite 1111, Chicago, IL 60603,

telephone: (312) 984-0000, fax: (312) 984-0001; and 625 N. Flagler Drive,

West Palm Beach, Florida 33401. The Firm's web site is accessible at

http://www.whafh.com.

2

WOLFHALDENSTEIN

ADLER FREEMAN

H: LLP


Wolf Haldenstein's Class Action Litigation Group has been recognized by

courts throughout the country as being highly experienced in complex

litigation, particularly with respect to securities, consumer, ERISA, and

antitrust class actions and shareholder rights litigation. The Class Action

Litigation Group consists of 30 attorneys and 10 paraprofessional assistants.

Brief resumes of these attorneys begin on page 13.

Also included are the resumes of attorneys from other areas of the Firm's

practice who routinely lend their expertise to the Firm's class action

litigators in the areas of tax, bankruptcy, corporate, trusts, labor, and ERISA

law. The ability to call upon the internal expertise of practitioners in such

varied areas of the law greatly enhances the strength and efficiency of the

Firm's representative litigation practice and, indeed, makes Wolf

Haldenstein unique among national firms specializing in class action

litigation.

The nature of the Firm's activities in representative litigation is extremely

broad. In addition to a large case load of securities fraud and other investor

class actions, Wolf Haldenstein has represented classes of corn farmers in

connection with the devaluation of their crops; contact lens purchasers for

contact lens manufacturers' violations of the antitrust laws; merchants

compelled to accept certain types of debit cards; insurance policyholders for

insurance companies' deceptive sales practices; victims of unlawful strip

searches under the civil rights laws; and various cases involving violations

of Internet users' on-line privacy rights.

The Firm's experience in class action securities litigation, in particular

public shareholder rights under state law and securities fraud claims arising

under the federal securities laws and regulations, including the Private

Securities Litigation Reform Act of 1995 ("PSLRA"), is particularly

extensive. The Firm was one of the lead or other primary counsel in

securities class action cases that have recouped billions of dollars on behalf

of investor classes, in stockholder rights class actions that have resulted in

billions of dollars in increased merger consideration to shareholder classes,

and in derivative litigation that has recovered billions of dollars for

corporations.

3

WOLF.ADENST I

A LE FREEMAN

& HERZ LLP


Among its colleagues in the plaintiffs' securities bar, as well as among its

adversaries in the defense bar, Wolf Haldenstein is known for the high

ability of its attorneys, the exceptionally high quality of its written and oral

advocacy on behalf of class action clients, and its pioneering efforts in

difficult or unusual areas of securities or investor protection laws,

including: groundbreaking claims that have been successfully brought

under the Investment Company Act of 1940 regarding fiduciary

responsibilities of investment companies and their advisors toward their

shareholders; claims under ERISA involving fiduciary duties of ERISA

trustees who are also insiders in possession of adverse information

regarding their fund's primary stockholdings; the fiduciary duties of the

directors of Delaware corporations in connection with change of control

transactions; the early application of the fraud-on-the-market theory to

claims against public accounting firms in connection with their audits of

publicly traded corporations; and the application of federal securities class

certification standards to state law claims often thought to be beyond the

reach of class action treatment.

Wolf Haldenstein's performance in representative litigation has repeatedlyreceived favorable judicial recognition. The following representativejudicial comments over two decades indicate the high regard in which theFirm is held:

• In Re Dynamic Random Access Memory Antitrust Litigation, MDL-02-

1486 (N.D. Cal.) -- where the Firm was co-lead counsel, Judge

Hamilton said (on August 15, 2007), "I think I can conclude on the

basis with my five years with you all, watching this litigation

progress and seeing it wind to a conclusion, that the results are

exceptional. The percentages, as you have outlined them, do put this

[case] in one of the upper categories of results of this kind of

[antitrust] class action. I am aware of the complexity ... I thoughtthat you all did an exceptionally good job of bringing to me only

those matters that really required the Court's attention. You did an

exceptionally good job at organizing and managing the case,

assisting me in management of the case. There was excellent

coordination between all the various different plaintiffs' counsel withyour group and the other groups that are part of this litigation.... Somy conclusion is the case was well litigated by both sides, wellmanaged as well by both sides."

4

WOLFH . :. N T : J

17z FREEMANi :Z .LP


• In re Comdisco Sec. Litig., No. 01 C 2110 (July 14, 2005) -- Judge Milton

Shadur observed: "It has to be said ... that the efforts that have been

extended [by Wolf Haldenstein] on behalf of the plaintiff class in the

face of these obstacles have been exemplary. And in my view [Wolf

Haldenstein] reflected the kind of professionalism that the critics of

class actions ... are never willing to recognize.... I really cannot

speak too highly of the services rendered by class counsel in an

extraordinary difficult situation."

In re MicroStrategy Securities Litigation, 150 F. Supp. 2d 896, 903 (E.D.

Va. 2001) -- where the Firm was a co-lead counsel, Judge Ellis

commented: "Clearly, the conduct of all counsel in this case and the

result they have achieved for all of the parties confirms that they

deserve the national recognition they enjoy."

• In Re Toys R Us Antitrust Litigation, 98 MDL 1211 (NG) 191 F.R.D. 347,

351, 356 (E.D.N.Y. 2000) -- where the Firm served as co-lead and

liaison counsel, Judge Gershon wrote: "Class counsel are highly

skilled and experienced and can fairly and adequately represent the

interests of the class .... Counsel for both the class plaintiffs and the

States have well-earned the compensation that they request."

• In Yud v. Saf T Lok, No. 98-8507-Civ-Hurley (S.D. Fla. Dec. 15, 1999) --

where the Firm was sole lead counsel, the court stated: "The

attorneys have done an outstanding amount of work and fine legal

work in a short period of time to bring this class action to resolution

in a successful fashion."

• In Kurzweil v. Philip Morris Companies, 94 Civ. 2373, 94 Civ. 2546

(MBM) (S.D.N.Y. Nov. 13, 1998) -- where the Firm was sole lead

counsel, then Chief Judge Mukasey, in approving a $116.5 million

settlement stated: "In this case, this represents a lot of good, hard,serious work by a lot of talented lawyers and I appreciate it on bothsides."

• In Paramount Communications v. QVC Network Inc .; In re ParamountCommunications Inc. Shareholders' Litigation, 637 A.2d 34, 37 n.2

(Sup. Ct. Del. 1994) -- where the Firm was co-lead counsel for theParamount shareholders, the Supreme Court of Delaware noted "itsappreciation of ... the professionalism of counsel in this matter inhandling this expedited litigation with the expertise and skill which

5

WOLF

H0, -Ft-'STEIN. DL R FREEMAN

HERz LLP


characterize Delaware proceedings of this nature." The Court

further "commended the parties for their professionalism in

conducting expedited discovery, assembling and organizing the

record, and preparing and presenting very helpful briefs, a joint

appendix, and oral argument."

• In re Laser Arms Corp. Securities Litigation, 794 F. Supp. 475, 496

(S.D.N.Y. 1989) -- where the Firm was lead counsel, the Court stated

"plaintiffs' counsel have demonstrated their experience in securities

litigation and the Court is confident that counsel will proceed

vigorously on behalf of all class and subclass members."

• In re Public Service Co. of Indiana Derivative Litigation, 125 F .R.D. 484,

486 (S .D. Ind . 1988) -- concerning the construction of the Marble Hill

Nuclear Power Plant, where the Firm was lead counsel, the court

said: "Throughout the life of this litigation, it has been both

vigorously prosecuted and aggressively defended by thoroughly

competent counsel on all sides."

• In re Public Service Co. ofNew Hampshire Derivative Litigation, 84-220-D

(D.N.H. 1986) -- involving the construction of the Seabrook Nuclear

Power Plant, where the Firm was lead counsel, the court said of

plaintiffs' counsel that "the skill required and employed was of the

highest caliber."

• In re Warner Communications Securities Litigation, 618 F. Supp. 735, 749

(S.D.N.Y. 1985) -- where the Firm served as co-lead counsel, the court

noted the defendants' concession that "'plaintiffs' counsel constitute

the cream of the plaintiffs' bar.' The Court cannot find fault with that

characterization."

• In Steiner v. Equimark Corp., No. 81-1988 (W.D. Pa. 1983) -- a case

involving complex issues concerning banking practices in which the

Firm was lead counsel, then District Judge Mannsman described, in

part, the work the Firm performed:

We look at the complexity of the issue, the novelty

of it, the quality of work that, as the trial judge, I am

able to perceive, and then, finally, the amount of

recovery obtained: I think I have certainly said a lot

in that regard. I think it's been an extraordinary

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WOLF

HALDE T Iw:. F r : A .

t LLP


case. I think it's an extraordinary settlement.

Certainly defense counsel and plaintiffs' counsel as

well are all experienced counsel with a tremendous

amount of experience in these particular kinds of

cases. And under those circumstances ... I think it

was, really, the strategy and ingenuity of counsel in

dividing up the workload and strategizing the cases

as to who was to do what and what ultimately

should be done to bring about the settlement that

was achieved.

' N '735

Wolf Haldenstein is a leader in the class action litigation field and is

currently the court-appointed lead counsel, co-lead counsel, or executive

committee member in some of the largest and most significant class action

lawsuits currently pending across the United States, including:

• In re Initial Public Offering Securities Litigation , 21 MC 92 (SAS)

(S.D.N.Y.).

• J.P. Morgan Chase Securities Litigation , (Blau v. Harrison), Civ. No. 04 C

6592 (N.D. Ill.).

• In re Collins & Aikman Corp. Sec. Litigation, 06-cv-13555-AJT-VMM

(E.D. Mich.).

• Lewis v. CNL Restaurant Properties, No. 05-00083-F (Tex. Dist. Ct.).

• In re Adelphia Communications Corp. Securities and Derivative Litigation

("Adelphia Business Actions"), 03-ML 1529, 03 CV 5755 (LMM)

(S.D.N.Y.).

• In re Iridium Securities Litigation, C.A. No. 99-1002 (D.D.C.).

• In re Transkaryotic Therapies, Inc., Securities Litigation, C.A. No. 03-

10165-RWZ (D. Mass).

• In re Loral Space & Communications Shareholders' Securities Litigation, 03-

Civ. 8262 (JES) (S.D.N.Y).

7

WO„.

AHALDENSTE IN

: L FREEMAN

HER z LLP


• In re St. Paul Travelers Securities Litigation II, Civ. No. 04-cv-4697

(JRT/FLN) (D. Minn.).

• In re LNR Property Corp. Shareholder Litigation, Consolidated C.A. No.

647-N (Del. Ch. Ct.).

• In re Triad Hospitals, Inc. Shareholder Litigation, Case No. 296-00435-07

(Tex. 296th Dist. Ct.).

• Station Casinos Shareholder Litigation, Master Case No. A 532367.

• Swift Transportation Company Shareholder Litigation, Case No. A519396

(Nev.).

• In re Harrah's Entertainment Inc. Shareholder Litigation, Consolidated

Class Action No. 2453-N (Del. Ch.).

• In re TXU Shareholder Litigation, Consolidated Case No. 07-01707

(Tex. 44th Dist. Ct.).

• In re EGL, Inc. Shareholder Litigation, Cause No. 2007-00139 (Tex. 125th

Dist. Ct.).

• Clear Channel Shareholder Litigation, Cause No. 2006-CI-17492 (Tex.

408th Dist. Ct.)

• In re Tyson Foods, Inc. Consolidated Shareholder Litigation , ConsolidatedC.A. No. 1106-N (Del. Ch. Ct.).

• In re American Pharmaceutical Partners, Inc. Shareholder Litigation,

Consolidated C.A. No. 1823-N (Del. Ch. Ct.).

• In re Tower Automotive ERISA Litigation, No. 05 CV 2184 (LLS)

(S.D.N.Y.).

• MBNA Corp. ERISA Litigation, C.A. No. 05-429 GMN (D. Del.).

• In re Aon ERISA Litigation , No. 04 C 6875 (N.D. Ill.).

• In re Aquila, Inc., (ERISA Litigation), 04-865 (W.D. Mo.).

• Spiziri v. The St. Paul Travelers Companies, Inc. (ERISA Litigation), Civ.

No. 04-5096 JRT/FLN (D. Minn.).

8

WOLF

H AL.€:)Et T .I

ADLER FREEMAN

& LLP


• In re Harley Davidson, Inc. ERISA Litigation, Case No. 05-C-00547-CNC

(E.D. Wisc).

• In re Guidant Corp . ERISA Litigation, 1:05-cv-1009-LJM-TAB (S.D. Ind.)

• Harris v. Amgen, Inc., et al ., Case No. CV 07-5442- PSG (C.D. Cal.)

(ERISA Action).

• Schoenbaum v. E.I. DuPont de Nemours and Company, et al., Case No.

4:05-cv-01108 ERW (E.D. Mo.) (consolidated antitrust cases

concerning genetically modified corn and soybean seeds).

• In re Genetically Modified Rice Litigation, MDL 1811 (E.D. Mo.).

• In re Sulfuric Acid Antitrust Litigation, Master File No. 03 C 4576 (N.D.

Ill.).

• In re McDonough, et al. v. Toys "R" Us, Inc., et al., No 2:06 CV 00242-

AB (E.D. Pa.).

• In re Copper Tubing Antitrust Litigation, No. 04-2771-DV.

• In re ACR Copper Tubing Antitrust Litigation, No. 06-2207-DP (W.D.

Tenn.).

• In re Evanston Northwestern Healthcare Corp. (ENH) Antitrust Litigation,

No. 07-4446-JHL (N.D. Ill.).

Beginning on page 25 is a representative listing of cases in which the Firm

has been lead or one of the plaintiffs' primary counsel and the results

achieved in those cases. In addition, a representative list of published

decisions in cases in which Wolf Haldenstein has played a lead or other

significant role begins on page 29.

Wolf Haldenstein is a leader in the derivative litigation field and is

currently leading counsel in some of the most significant derivative actions

pending in the United States, including:

• In re Mutual Fund Investment Litigation, MDL No. 1586 (D. Md.).

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WOLF

HALUE NSETEI N

ADLER FREEMAN

& HERS. LLP


• Levin v. Kozlowski, (Tyco Derivative Litigation), No. 602113/2002 (N.Y.

Sup. Ct.).

• AIG, Inc. Consolidated Derivative Litigation, C.A. No. 769-N (Del.

Chanc.).

• In re R&G Financial Corp. Derivative Litigation, 1:05-CV-5547

(S.D.N.Y.).

• In re Cablevision Systems Corp. Shareholder Derivative Litigation, Master

File No. 06-CV-4130-DGT-AKT.

• General Motors Derivative Litigation, MDL Docket No. 1749 (E.D. Mich.).

• In re Applied Micro Circuits Corp., Inc. Derivative Litigation, Lead CaseNo. CV 06-04269 JW (N.D. Cal.).

• In re Atmel Corp. Derivative Litigation, Master File No. 06-4592 JF (HRL)

(N.D. Cal.).

• In re Monster Worldwide, Inc. Stock Option Derivative Litigation, MasterFile No. 06cv4622 (S.D.N.Y.).

• In re Novellus Systems, Inc. Derivative Litigation, Master File No. C 06-03514 RMW (N.D. Cal.).

• In re Verisign, Inc. Derivative Litigation, Master File No. C-06-4165-PJH(N.D. Cal.).

• In re Western Digital Corp. Derivative Litigation , Master File No. SACV06-729-AG (RNBx) (C.D. Cal.).

• Teitelbaum v. Cohen, No. 2833-VCS (Del. Ch.) (L-3 Communications

Holdings, Inc. Derivative action).

OV-

E AN J ; $ 710N CLASS ACTIONS

Wolf Haldenstein is a leader in the field of class action litigation on behalf of

employees who have not been paid overtime or other compensation they

are entitled to receive, or have had improper deductions taken from their

compensation. These claims for violations of the federal Fair Labor

Standards Act and state labor laws, allege improper failure to pay overtime

and other wages, and improper deductions from compensation for various

company expenses. Wolf Haldenstein is currently lead or co-lead counsel,

or other similar lead role, in some of the most significant overtime class

actions pending in the United States, including those listed below:

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• Lavoice v. Citigroup Global Markets, Inc., 06-0756 (S.D.N.Y.)

• Basile v. A.G. Edwards, Inc., o6-cv-0833 (N.D.N.Y)

• Rosenthal v. A.G. Edwards & Sons, Inc., 06-3995 (D.N.J.)

• Palumbo v. Merrill Lynch, 06-2104 (E.D.N.Y.)

• Garrison v. Merrill Lynch, 06-3553 (D.N.J.)

• Roles v. Morgan Stanley, 05-7889 (E.D.N.Y.)

• Lenihan v. Morgan Stanley, 06-00794 (D. Conn.)

• Klein v. Ryan Beck, 06-03460 (S.D.N.Y.)

• Badain v. Wachovia, 06-06321 (W.D.N.Y.)

• Garcia v. Lowe's Home Centers, Inc., Case No. GIC 841120 (S.D. Supr.)

• Weinstein v. MetLife, Inc., 06-cv-04444-SI (N.D. Cal.)

BIOTECHNOLOGY . . ' - D ",:U1__T LITI _-3 -DN

Wolf Haldenstein is a leader in biotechnology and agricultural litigation.

The firm has represented U.S. row crop farmers and others harmed by crop

supply contamination, price fixing of genetically-modified crop seeds, and

false claims and representations relating to purportedly "organic" products.

The firm has prosecuted actions in these fields against domestic and

international biotechnology and crop science companies under the federal

and state antitrust laws, consumer protection and deceptive trade practice

statues, and the common law. As a leader in this field, Wolf Haldenstein

pioneered approaches now commonly used in these types of cases,

including the use of futures-based efficient market analyses to fashion

damages models relating to the underlying commodity crops. The firm has

served or is currently serving as lead or co-lead counsel in some of the most

significant biotechnology and agricultural class actions pending in the

United States, including:

• In re StarLink Corn Products Liability Litigation, MDL No. 1403 (N.D.

Illinois) - class action that recovered $110 million for U.S. corn

farmers who sustained market losses arising from defendants'

contamination of the U.S. food corn supply with an improperly

bioengineered corn seed product.

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• Schoenbaum v. E.I. DuPont de Nemours and Company, et al., Case No.

4:05-cv-01108 ERW (E.D. Mo.) - Consolidated antitrust cases

concerning genetically modified corn and soybean seeds.

• In Re Genetically Modified Rice Litigation, MDL 1811 (E.D. Mo.) -

Consolidated class actions representing the interests of United States

long-grain rice producers seeking to recover damages they sustained

resulting from the contamination of the U.S. rice supply with

unapproved, genetically-modified rice seed traits developed and

tested by Bayer CropScience LP and related entities. The website the

firm maintains on the case is www.bayerricelitigation.com .

For more information about our efforts in these fields, please contact Wolf

Haldenstein partner Adam Levitt at (312) 984-0000.

PR IVATE ACT ION S FOR S ` f` . . L., INVESTORS

In addition to its vast class action practice, the Firm also regularly

represents institutional clients such as public funds, investment funds,

limited partnerships, and qualified institutional buyers. The Firm has

represented institutional clients in non-class federal and state actions,

concerning a variety of matters, including private placements, disputes with

investment advisors, and disputes with corporate management. Examples

of such cases include:

• Steed Finance LDC v. Laser Advisers, Inc., 99 Civ . 4222 (PKC)(S.D.N.Y.),

a fraud, negligence, breach of contract and breach of fiduciary duty

action brought by a hub fund, a related feeder fund and individual

investors in the feeder fund against the funds' former investment

advisors for mispricing certain securities and derivative instruments

in the funds' fixed-income securities portfolio.

• Diversified Asset Securitization Holdings I, L.P. v. Enterprise Mortgage

Acceptance Co, LLC, et al., 02 Civ . 10228 (SWK) (S.D.N.Y.), a federaland state securities fraud action brought by limited partnerships that

pooled the investments of various insurance companies against the

issuer and management and controlling shareholder of the issuer,

concerning misrepresentations made in connection with a private

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placement of certificates representing interests in a securitized pool

of loans made to franchise operations of car care businesses, gas

stations, convenience stores and quick service restaurants.

• Gramercy Park Investments v. Airfund International, No. 97-22734B

(Mass.Super. Ct.); Gramercy Park Investments v. The Krupp Realty Fund,

No. 97-1612 (Mass.Super.Ct.); Geodyne Resources v. Gramercy Park

Investments, No. CJ-96-05548 (Dist.Ct.Okla.); Gramercy Park

Investments v. Wells Real Estate Fund, No. 97-A-0241-3 (Ga.Super.Ct.);

Gramercy Park Investments v. Swift Energy, No. 96-61729 (Dist.Ct.Tex.);

and Lexington Family Investments v. Dean Witter, No. 15217-96

(N.Y.Sup.Ct.); actions brought on behalf of institutional investors in

state courts throughout the nation demanding inspection of investor

lists and other corporate and partnership information.

• Madison Partnership Liquidity Investors v. American Cable TV Investors,

97 Civ. 4950 (JSM) (S.D.N.Y.); and Madison Partnership Liquidity

Investors v. PLM Equipment Growth Fund, 98 Civ. 4057

(JSM)(S.D.N.Y.); actions brought on behalf of institutional investors

against fund management for improper defensive actions taken in

response to investors' acquisitions of large positions in funds.

The Firm has also acted as special counsel to investors' committees in efforts

to assert the investors' interests without resort to litigation. For example,

the Firm served as Counsel to the Courtyard by Marriott Limited Partners

Committee for several years in its dealings with Host Marriott Corporation,

and as Special Counsel to the Windsor Park Properties 7 and 8 limited

partners to insure the fairness of their liquidation transactions.

TH E :.l ,;, TONLT1G `I Nt

The qualifications of the attorneys in the Wolf Haldenstein Litigation Group

are set forth below and are followed by descriptions of some of the Firm's

attorneys who normally practice outside the Litigation Group who

contribute significantly to the class action practice from time to time.

DANIEL W. KRASNER: admitted: New York; Supreme Court of the United

States; U.S. Courts of Appeals for the Second, Third, Fourth, Sixth, Eighth,

Ninth, Tenth and Eleventh Circuits; U.S. District Courts for the Southern

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and Eastern Districts of New York, Central District of Illinois, and Northern

District of Michigan . Education : Yeshiva College (B.A. 1962); Yale Law

School (LL.B., 1965). Lecturer: Practicing Law Institute; Rutgers Graduate

School of Business. Member: the Association of the Bar of the City of New

York; Rockland County, New York State and American Bar Associations;

Federal Bar Council. Mr. Krasner has lectured frequently before bar groups

and has educated groups on securities laws and investors rights. His

qualifications have received favorable judicial recognition on many

occasions. See, e.g., Shapiro v. Consolidated Edison Co., [1978 Transfer Binder]

Fed. Sec. L. Rep. (CCH) ¶ 96,364 at 93,252 (S.D.N.Y. 1978) ("in the Court's

opinion the reputation, skill and expertise of . . . [Mr.] Krasner,

considerably enhanced the probability of obtaining as large a cash

settlement as was obtained"); Steiner v. BOC Financial Corp., [1980 Transfer

Binder] Fed. Sec. L. Rep. (CCH) ¶ 97,656, at 98,491.4, (S.D.N.Y. 1980) ("This

Court has previously recognized the high quality of work of plaintiffs' lead

counsel, Mr. Krasner"). The New York Law Journal, August 1, 1983, at p. 5

(referring to Mr. Krasner as one of the "top rank plaintiffs' counsel" in the

securities and class action fields.).

FRED TAYLOR ISQUITH: admitted: New York; District of Columbia;

Supreme Court of the United States; U.S. Courts of Appeals for the First,

Second, Third, Fourth and Eighth Circuits; U.S. District Courts for the

Southern, Eastern and Northern Districts of New York, District of Arizona,

District of Colorado, Central District of Illinois, Western District of

Michigan and District of Nebraska. Education: Brooklyn College of the City

University of New York (B.A., 1968); Columbia University (J.D., 1971).

Author, "Post Arbitration Remedies," for an Introduction to Securities

Arbitration (NYSBA, 1994); "A Plaintiff's Lawyer Examines Limited

Partnership Roll-ups for Real Estate Exit Strategies" (American Conference

Institute, 1994); Federal Civil Practice Supplement, "Representative

Actions," (NYSBA, 2000). Columnist for weekly column "From the Courts,"

for The Class Act, National Association of Securities and Class Action

Attorneys. Lecturer, IPO Tie In/Claims Seminar, Professional Liability

Underwriter Society; Securities Arbitration New York State Bar Association;

Real Estate Exit Strategies, American Conference Institute; Fundamental

Strategies in Securities Litigation (NYSBA, CLE Program). He is anarbitrator with the American Arbitration Association and with the CivilCourt of the City of New York and a mediator for the ADR Program of the

Supreme Court, County of New York, Complex Litigation Panel. Member:

The Association of the Bar of the City of New York (Committee on Federal

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Courts); New York County Lawyers' Association (Former Chair: Business

Tort/Consumer Fraud-Tort Law Section); Brooklyn (Member: Committee on

Civil Practice Law and Rules, 1983-; Committees on Legislation and Federal

Courts, 1984-), New York State (Member: Committee on Legislation, Trial

Lawyers Section, 1981- ); Committee on Securities, Commercial and Federal

Litigation Section, 1989- ), and American (Member: Sections on: Litigation;

International Law; Individual Rights and Responsibilities) Bar Associations;

the District of Columbia Bar; and Legislation and Civil Practice Law and

Rules Committee of the Brooklyn Bar Association. Mr. Isquith has been

Chairman of the Business Tort/Consumer Fraud Committee of the Tort Law

Section of the New York State Bar Association and is a member of that

association's Committees on Securities Law and Legislation. He has served

as a judge for the Moot Court Competition of Columbia University Law

School and Fordham University's National Competition. Mr. Isquith served

as President of the National Association of Securities and Commercial Law

Attorneys in 2003 and 2004. The April 1987 issue of Venture magazine listed.

Mr. Isquith as among the nation's top securities class action attorneys.

JEFFREY G. SMITH: admitted: New York; California; Supreme Court of the

United States; U.S. Courts of Appeals for the Second, Third, Fourth, Fifth,

Sixth, Eighth and Ninth Circuits; U.S. Tax Court; U.S. District Courts for the

Southern and Eastern Districts of New York, Southern and Central Districts

of California and the Districts of Colorado and Nebraska. Education:

Vassar College (A.B., cum laude generali, 1974); Woodrow Wilson School of

Public and International Affairs, Princeton University (M.P.A., 1977); Yale

Law School (J.D., 1978). At Yale Law School, Mr. Smith was a teaching

assistant for the Trial Practice course and a student supervisor in the Legal

Services Organization, a clinical program. Member: The Association of the

Bar of the City of New York; New York State and American (Section on

Litigation) Bar Associations; State Bar of California (Member: Litigation

Section). Mr. Smith has frequently lectured on corporate governance issues

to professional groups of Fund trustees and investment advisors as well as

to graduate and undergraduate business student groups, and regularly

serves as a moot court judge for the A.B.A. and at New York University

Law School. Mr. Smith has substantial experience in complex civillitigation, including class and derivative actions, tender offer, merger, andtakeover litigation.

FRANCIS M. GREGOREK: admitted : New York; California; U.S. Courts ofAppeals for the District of Columbia and Ninth Circuit; U.S. District Courts

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for the Eastern and Southern Districts of New York, and Central, Southern

and Northern Districts of California; Education : University of Virginia

(B.A., with high distinction, 1975); New York University (J.D., 1978);

Durham University, Durham, England. Phi Beta Kappa; Phi Alpha Theta.

Member: State Bar of California; American Bar Association.

MARY JANE FAIT: admitted: New York; Illinois; U.S. District Courts for-

the Southern and Eastern Districts of New York, and Northern District of

Illinois; U.S. Court of Appeals for the Seventh Circuit. Education: St. John's

College and University of Illinois (B.A., Economics, 1976); Cornell Law

School (J.D., 1979). Member: Chicago Bar Association; Illinois Bar

Association; Antitrust Division of the American Bar Association.

PETER C. HARRAR: admitted : New York; U.S. District Courts for the-

Southern, Eastern and Northern Districts of New York . Education:

Princeton University (A.B., with high honors, 1980); Columbia University

(J.D., 1984). Phi Beta Kappa. Mr. Harrar has extensive experience in

complex securities and commercial litigation on behalf of individual and

institutional clients.

LAWRENCE P. KOLKER: admitted : New York; U.S. Courts of Appeals for

the Second and Eleventh Circuits; U.S. District Courts for the Southern and

Eastern Districts of New York, Western District of Michigan and the District

of Colorado. Education : State University of New York at Binghamton

(B.A., 1978); Brooklyn Law School (J.D., 1983). Editor, Brooklyn Law Review,

1982-1983. Panelist, Early Neutral Evaluator for the Eastern District of New

York, 1992-1997. Lecturer, Brooklyn Law School, 1989. Assistant

Corporation Counsel, City of New York, 1983-1987. Member: The

Association of the Bar of the City of New York; New York State Bar

Association. Mr. Kolker has spoken at numerous conferences of the

Investment Program Association and the Strategic Research Institute

concerning limited partnership tender offers and litigation strategies, and

has published articles entitled "Litigation Strategies for Limited Partnership

Tender Offers" (February 1996) and "Limited Partnership Five Percent

Tender Offers" (October 1997) in Standard & Poor's Review of Securities andCommodities Regulation. Mr. Kolker has acted as lead counsel in numerous

class and derivative actions asserting the rights of investors since joining

Wolf Haldenstein in 1989. Mr. Kolker also counsels investment

management firms in transactional and securities matters and representsthem in corporate and business litigation.

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MARK C. RIFKIN : admitted : New York; Pennsylvania; New Jersey; U.S.

Supreme Court; U.S. Courts of Appeals for the Second, Third, Fifth, and

D.C. Circuits; U.S. District Courts for the Southern and Eastern Districts of

New York, the Eastern and Western Districts of Pennsylvania, the District of

New Jersey, the Eastern District of Wisconsin and the Western District of

Michigan. Education : Princeton University (A.B., 1982); Villanova

University School of Law (J.D. 1985). Contributor, PACKET. & Pout,IN,

Pennsylvania Evidence (1987). Mr. Rifkin has extensive experience in

complex class and derivative actions in securities, ERISA, antitrust,

intellectual property, and consumer protection litigation. Mr. Rifkin has

extensive trial experience in class and derivative actions, including In re

National Media Corp. Derivative Litig., C.A. 90-7574 (E.D.Pa.), Upp v. Mellon

Bank, N.A., C.A. No. 91-5229 (E.D.Pa.), where the verdict awarded more

than $60 million in damages to the Class (later reversed on appeal, 997 F.2d

1039 (3d Cir. 1993)), and In re AST Research Securities Litigation, No. 94-1370

SVW (C.D. Cal.), as well as a number of commercial matters for individual

clients. Mr. Rifkin has lectured before diverse business and professional

organizations in the areas of securities and complex litigation and corporate

governance, serves as a moot court judge for the A.B.A. and at New York

University Law School, and is a frequent guest lecturer to graduate and

undergraduate economics and finance students on corporate governance

topics.

MICHAEL JAFFE: admitted: California; New York; U.S. District Courts for

the Southern and Eastern Districts of New York. Education : University of

California at Berkeley (B.S., with highest distinction, 1982); Hastings College

of the Law, University of California (J.D., 1987). Judicial Extern to the

Honorable Thelton E. Henderson, Northern District of California,

1986-1987. Member: The Association of the Bar of the City of New York.

Languages: French.

BETSY C. MANIFOLD: admitted : Wisconsin; New York; California; U.S.

District Courts for the Western District of Wisconsin, Eastern and Southern

Districts of New York, and Northern, Central and Southern Districts of

California. Education : Elmira College; Middlebury College (B.A., cumlaude, 1980); Marquette University (J.D., 1986); New York University.

Thomas More Scholar. Recipient, American Jurisprudence Award in

Agency. Member: The Association of the Bar of the City of New York.

Languages: French.

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ALEXANDER H. SCHMIDT: admitted: New York; New Jersey; United States

Supreme Court, United States Court of Appeals for the Second Circuit, and

the United States Court of Federal Claims. Education: State University of

New York, Stony Brook (B.A., 1981); Brooklyn Law School (J.D., 1985). Mr.

Schmidt concentrates on sophisticated commercial litigation, including

matters involving antitrust, class actions, banking, commercial factoring,

securities fraud, civil RICO, real estate, intra-corporate and partnership-

disputes, and legal and accounting malpractice. His noteworthy,

groundbreaking successes include Dresses For Less, Inc. v. CIT

Group/Commercial Services, Inc., 2002 U.S. Dist. LEXIS 18338; 2002-2 Trade

Cas. (CCH) P73,828 (S.D.N.Y. Sept. 30, 2002) (sustaining Sherman Act

claims against commercial factoring industry); Atkins & O'Brien L.L.P. v. ISS

Int'l Serv. Sys., 252 A.D.2d 446; 678 N.Y.S.2d 596 (1st Dep't 1998) (lawyers

could recover future fees under estoppel exception to general rule that

client can terminate relationship at any time as lawyers founded law firm

and expended start-up costs based on client's promises of future fees); Bank

Brussels Lambert v. Credit Lyonnais (Suisse) S.A., 160 F.R.D. 437 (S.D.N.Y.

1995) (attorney client privilege held waived as to inadvertently disclosed

documents not protected by "common interest" doctrine). Mr. Schmidt was

an Assistant Adjunct Professor of Law at Brooklyn Law School in 1998 and

1999, where he co-taught a seminar on Federal Discovery Practice.

GREGORY M. NESPOLE: admitted : New York; U.S. District Courts for the

Southern and Eastern Districts of New York. Education : Bates College

(B.A., 1989); Brooklyn Law School (J.D., 1993). Member: The Association of

the Bar of the City of New York; New York State Bar Association. Mr.

Nespole's experience includes complex civil and criminal litigation.

DAVID L. WALES: admitted : New York; District of Columbia; United

States Court of Appeals for the Second and Fourth Circuits, the United

States District Courts for the Southern, Eastern and Western Districts ofNew York, and the District of Columbia. Education : State University ofNew York, Albany (B.A., magna cum laude, 1984); Georgetown UniversityLaw Center, (J.D., cum laude, 1987); Notes and Comments Editor, Georgetown-Journal of Law and Technology. Mr. Wales is a member of the Federal BarCouncil and the Federal Courts Committee of the New York CountyLawyers Association, and is AV rated by Martindale Hubbell. Mr. Wales isan experienced trial and appellate attorney who specializes in handlingcomplex securities and class action litigation. Mr. Wales was an Assistant

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United States Attorney for the Southern District of New York (1992-1998),

where he specialized in investigating and prosecuting fraud and white

collar criminal cases. Mr. Wales has personally tried more than 15 federal

jury trials, and his recent trials include: (i) a jury verdict in May 2005 for

more than $11 million, including $1 million in punitive damages, in a

derivative action against the general partner of a hedge fund; and (ii) a

multi-million dollar settlement with an accounting firm reached during trial

of a class action in April 2003. Mr. Wales has been lead or co-lead counsel

in numerous securities class actions and derivative actions, including; In re

Sepracor Corp. Securities Litigation, C.A. No. 02-12338 (D. Mass.) ($52,500,000

recovery in securities fraud class action); In re Luxottica Group S.p.A.

Securities Litigation, CV-01-3285 (E.D.N.Y.) ($18,250,000 recovery in a

Williams Act case); In re Marque Partners L.P. Derivative Action, No. 01-

604724 (Sup. Ct., N.Y. Co.) ($11,000,000 jury verdict in a derivative action);

In re Jennifer Convertibles Securities Litigation, CV-94-5570 (E.D.N.Y.)

($9,550,000 recovery, part of the recovery obtained in the middle of trial);

and In re Curative Health Services Securities Litigation, CV-99-2074 (E.D.N.Y.)

($10,500,000 recovery in a securities fraud action).

DEMET BASAR : admitted: New York; New Jersey; U.S. District Court for

the District of New Jersey, Southern District of New York, and Eastern

District of Wisconsin. Education : Fairleigh Dickinson University (B.A.,

summa cum laude, 1984), Phi Omega Epsilon; Rutgers University School of

Law (J.D., 1990). Recipient, West's Scholarship Award, Senior Notes and

Comments Editor, Rutgers Law Review. Member: The Association of the Bar

of the City of New York. Languages: Turkish.

ADAM J. LEVITT: admitted: Illinois; Supreme Court of the United States;

U.S. Courts of Appeals for the First and Seventh Circuits; U.S. District

Courts for the Northern and Southern Districts of Illinois, Northern District

of Indiana, District of Nebraska, District of Colorado, and the Northern and

Eastern Districts of Texas. Education : Columbia College, Columbia

University (A.B., magna cum laude, 1990); Northwestern University School of

Law (J.D., 1993). Member: American Law Institute (Members Consultative

Groups: Principles of the Law of Aggregate Litigation, the Restatement of

the Law (Third) Restitution and Unjust Enrichment, and the Restatement of

the Law (Third) Torts: Liability for Economic Loss); Seventh Circuit

Contributing Editor, Class Actions & Derivative Suits (ABA); Consulting

Participant: "Calculation of Securities Litigation Damages" (National-

Association of Public Pension Attorneys, Securities Litigation Damages

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Calculation Taskforce). Publications: Foreign Investors Serving as Lead

Plaintiffs in U.S.-Based Securities Cases, International Practice Section

Newsletter (Association of Trial Lawyers of America, Washington, D.C.);

Winter 2004 and Spring 2005.; Proposed Rule 225: A Death Warrant for

Class Actions in Illinois, 93 Illinois Bar Journal 202 (2005); The Big Business

Wish List: Proposed Illinois Supreme Court Rule 225 and the Demolition of

Consumer Rights, The Class Act (The Newsletter of the National

Association of Securities and Consumer Law Attorneys), February 25, 2005;

and An Illinois Lawyer's Guide to Service of Process in Mexico, 82 Illinois

Bar journal 434 (1994). Mr. Levitt has also testified before the Illinois

Supreme Court Rules Committee on class action practice and related issues.

Mr. Levitt regularly serves as a moot court judge in the Julius H. Miner

Moot Court Competition, Northwestern University School of Law. In

recognition of his achievements to date, Mr. Levitt was named one of the

"40 Illinois Attorneys Under 40 Years Old to Watch" by the Chicago Daily

Law Bulletin and the Chicago Lawyer. He is rated "AV" by Martindale-

Hubbell.

Substantially all of Mr. Levitt's practice is focused on complex commercial

litigation and class action practice on both the trial and appellate court

levels, in federal and state courts nationwide, in the areas of securities,

consumer protection, technology, and agricultural law. Since 1993, Mr.

Levitt has served as lead counsel, co-lead counsel, or in other leadership

positions in numerous class and other complex litigations throughout the

United States, including In re StarLink Corn Products Liability Litigation, MDL

No. 1403 (N.D. Illinois) (recovered $110 million for U.S. corn farmers who

sustained market losses arising from defendants' contamination of the U.S.

food corn supply with an improperly bioengineered corn seed product);

Court Reporting Services, et al. v. Compaq Computer Corporation, C.A. No. 02

CV 044 (E.D. Texas) (obtained full recovery, valued at not less than $35

million, on behalf of Compaq Presario purchasers with improperly

partitioned hard disk drives); and various Internet privacy cases, including

Supnick v. Amazon.com, Inc. (W.D. Wash.) and In re DoubleClick, Inc. Privacy

Litigation (S.D.N.Y.).

Mr. Levitt is currently co-lead counsel in a series of thirteen class action-

lawsuits against the Monsanto Company, Pioneer Hi-Bred International,

and E.I. DuPont de Nemours and Company, predicated upon those

companies' alleged improper conduct arising from their sale of genetically-engineered soybean and corn seeds or traits; is Class Counsel in In re Aon

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ERISA Litigation (ERISA class action lawsuit on behalf of all participants

and beneficiaries of Aon's 401(k) savings plan against Aon and certain of its

officers and directors, alleging that during the class period, defendants, as

fiduciaries of the Plan, each violated ERISA by breaching their duties owed

to plaintiffs and the other participants and beneficiaries of the Plan in

connection with the Plan's holding of Aon stock); and was recently

appointed Designated Co-Lead and Co-Interim Class Counsel in In Re_

Genetically Modified Rice Litigation, MDL 1811 (E.D. Mo.), in which he is

representing the interests of United States long-grain rice producers seeking

to recover damages they sustained resulting from the contamination of the

U.S. rice supply with unapproved, genetically-modified rice seed traits

developed and tested by Bayer CropScience LP and related entities. Mr.

Levitt is also actively involved in the In re Initial Public Offering Sec. Litig.,

Master File No. 21 MC 92 (SAS) (S.D.N.Y.) (consolidated action against 309-

issuers and 55 underwriters alleging manipulation, misrepresentations, and

omissions relating to the market for various high-tech initial public

offerings), and also recently served as lead counsel in In re Comdisco

Securities Litigation (securities class action lawsuit against former Comdisco

executives relating to Comdisco's misrepresentations and omissions with

respect to its Prism division). Mr. Levitt also provides, or has provided

legal services to various private companies involving complex litigation and

general corporate matters.

THOMAS H. BURT : admitted : New York; U.S. District Courts for the

Southern and Eastern Districts of New York . Education : American

University (B.A., 1993); New York University (J.D., 1997). Articles Editor

with New York University Review of Law and Social Change.

RACHELE R. RICKERT : admitted : California; U.S. District Court for the

Southern District of California. Education : Point Loma Nazarene College

(B.A., 1994); University of California, Hastings College of the Law (J.D.,1997). Member: State Bar of California. Former Deputy Alternate PublicDefender for the County of San Diego.

COUNSEL

ROBERT ABRAMS: admitted: New York; U.S. Court of Appeals for theThird Circuit; U.S. District Courts for the Southern and Eastern Districts ofNew York, Eastern District of Missouri, District of Maryland, and District ofDelaware. Education: Haverford College (B.A., 1961); Columbia University

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(Ph.D., 1966), Brooklyn Law School (J.D., 1992). Woodrow Wilson Fellow;

International Business Law Fellow. Adjunct Professor, Mediation Clinic,

Brooklyn Law School, 1983-1984. Mr. Abrams was formerly a Professor of

Political Science at Brooklyn College and the Graduate Center of the City

University of New York. Member: New York State Bar Association. Mr.

Abrams is the author of books on the theory of collective choice (Columbia

University Press) and voting theory (Sage), as well as articles on Soviet

politics, game theory and bargaining and negotiations. He has focused his

practice on complex securities, ERISA, and consumer actions.

ROBERT B. WEINTRAUB: admitted : New York; Supreme Court of the

United States; U.S. Court of Appeals for the Federal and Second Circuits;

District of Columbia; U.S. District Courts for the Southern and Eastern

Districts of New York. Education : Syracuse University (B.A., cum laude,

1972); Georgetown University Law Center (J.D., 1977). Member: 1975-1977,

Articles Editor and Member: Executive Board, 1976-1977, Law and Policy in

International Business, Georgetown International Law Journal. Assistant

Editor, Competition Working Group, "The OECD Guidelines for

Multinational Enterprises: A Business Appraisal," 1977. Author, "Law

Backs Women Warriors," National Law Journal, June 7, 1993. Co-contributor:

Chapter 7, "The Celler-Kefauver Act of 1950," 4 Legislative History of the

Federal Antitrust Laws and Related Statutes, edited by E. Kintner, Chelsea

House Publishers, 1980. Mediator, U.S. District Court, Southern District of-

New York. Member: The Association of the Bar of the City of New York

(Member: Committee on Securities Regulation; Council on International

Affairs; Chair, 1991-1994 and Member: 1987-1990, Committee on Military

Affairs and Justice; International Arms Control and Security Affairs,

1990-1991); and American Bar Association. He has counseled corporations

on contract negotiation and antitrust matters, and provided antitrust advice

on mergers to the arbitrage department of a major brokerage house. He has-

served as an arbitrator for the NYSE, the NASD and the Municipal

Securities Rulemaking Board and as a mediator for the federal District

Court in New York. Mr. Weintraub also previously served as Senior Vice

President and General Counsel of a broker-dealer investment bank which is

a member of the NYSE, the NASD and other principal exchanges. Mr.Weintraub has particular experience in litigation involving investmentfirms and broker-dealers.

GUSTAVO BRUCKNER : admitted: New York; New Jersey; United StatesDistrict Courts for the Districts of New Jersey, Eastern District of New York,

22

WOLF

HA LDENSTEI NAD!ER FR EEMAN

E L


and the Southern District of New York; the United States Court of Appeals.

for Second Circuit and the Supreme Court of the United States . Education:

New York University (B.S., 1988); New York University (M.B.A. 1989);

Benjamin N. Cardozo School of Law, Yeshiva University (J.D., 1992).

A. s ` c ATES

THEODORE B. BELL: admitted: Michigan; Illinois; 7th Circuit Court of

Appeals; United States District Courts for the Northern, Central and

Southern Districts of Illinois. Education: University of Michigan (B.A.,

1988); University of Detroit Mercy School of Law Q.D., 1992).

SCOTT J. FARRELL: admitted: New York; New Jersey; U.S. District Courts

for the Southern and Eastern Districts of New York, the District of New

Jersey, and the District of Colorado. Education : Yeshiva University (B.A.,

magna cum laude, 1996), where he was a Max Stern Scholar and Gruss

Scholar; New York University School of Law (J.D., 1999), where he was an

Article and Note Editor of the Journal of Legislation and Public Policy. He is

the co-author of "In re Gary Glass and Zoltan Guttman," CFTC Docket No.

93-4, Futures & Derivatives Law Report, July/August, 1998.

KATE MCGUIRE : admitted: New York; U.S. District Courts for the

Southern and Eastern Districts of New York. Education : University of

California at Santa Cruz (B.A. 1995), Georgetown University Law Center

(J.D., 1998); Member: Georgetown Immigration Law Journal.

STACEY T. KELLY: admitted: New York; New Jersey; U.S. District Courts

for the Southern and Eastern Districts of New York. Education : New York

University (B.A., 1997); Rutgers School of Law - Newark (J.D., 2000).

Member: New York State Bar Association; New York County Lawyers

Association

PAULETTE S. FOX: admitted: New York; New Jersey U.S. District Courts

for the Southern and Eastern Districts of New York. Education: Benjamin,

N. Cardozo School of Law (J.D. 2001); Syracuse University (B.A. in Public

Policy, summa cum laude, Phi Beta Kappa, 1998).

23

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& HERz LLP


MATTHEW GUINEY : admitted : New York. Education: The College of

William & Mary (B.A. in Government and Economics 1998); Georgetown

University Law Center (J.D. 2002).

MARTIN RESTITUYO: admitted: New York. Education: Queens College

(B.A., 1998); Hofstra University School of Law (J.D. 2002); Hofstra

University, Frank G. Zarb School of Business (M.B.A., Finance, 2005). Mr.

Restituyo did postgraduate work at the Universidad Autonoma de Santo

Domingo, Santo Domingo, in the Dominican Republic, and studied at

Faculte de Droit de 1'Universite de Nice, in Nice, France. Mr. Restituyo was

the Assistant Town Attorney for North Hempstead, New York (2004-2006),

an Adjunct Professor at John Jay College of Criminal justice (2005), and was

in the Nassau County Department of Economic Development (2002-2004).

In 2003, he was awarded the "Distinguished Alumni Award" from Hofstra

University's Clinical Program. He is a member of the Nassau County Bar

Association, the Women's Bar Association, the Hispanic Bar Association,

the Dominican Bar Association and Hofstra University School of Law,

Alumni Board.

MARISA C. LIVESAY: admitted: California; U.S. Court of Appeals for the

Ninth Circuit; U.S. District Courts for the Central, Southern and Northern

Districts of California. Education : University of Arizona (B.A. 1999, Dean's

List with Distinction), where she served on the Associated Student Senate;

University of California, Los Angeles (J.D. 2002, Corporate Specialization),

where she was a member of the Moot Court Executive Board and staff

member of the journal of International Law and Foreign Affairs. Member:-

State Bar of California.

IONA M. EVANS: admitted: New York. Education : University of NewHampshire (B.A., 1999); Boston University School of Law (J.D., 2004), whereshe served as Staff Writer and Business Editor on the International LawJournal.

GEORGE T. PETERS : admitted : New York, U. S. District Courts for the

Southern & Eastern Districts of New York. Education: Eastern IllinoisUniversity, B.A. 1991; attended Howard University School of Law andfulfilled remaining law studies at Wolf Haldenstein Adler Freeman andHerz LLP. Member of the New York State Bar Association.

24

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RACHEL S. POPLOCK: admitted: New York, U.S. District Courts for the

Southern & Eastern Districts of New York. Education: Cornell University

(B.S. Human Development, 2002), Fordham Law School (J.D. 2005) where

she was a member of the Fordham Urban Law journal and received the

Archibald R. Murray Public Service Award for her participation in the

Family Advocacy Clinic.

,F" HALUE .:^T-:9 PARTNERS ABLY

PROVIDE THEIR , t N-LI I AT TsSE TO CLASS

ACTION LITIGATION MATTERS

CHARLES H. BALLER: admitted: New York. Education: New York

University (B.S., magna cum laude, 1954); Columbia University (LL.B., 1957);

New York University (L.L.M., Taxation, 1962). Beta Gamma Sigma; Beta

Alpha Psi. Harlan Fiske Stone Scholar. Co-Editor and Contributing Author,

April, 1981, with 1986 Supplement, Business Acquisitions, Practicing Law

Institute. Member: The Association of the Bar of the City of New York; New

York State and American Bar Associations. Mr. Baller has worked in the

office of Chief Counsel, Internal Revenue Service (Interpretative Division).

A lecturer and author for the Practicing Law Institute (co-editor of the

reference work Business Acquisitions: Planning and Practice), Mr. Bailer is a

corporate and tax attorney with extensive expertise in mergers and

acquisitions, complex estate planning (particularly relating to corporate and

business holdings), and employee benefits and compensation, including

ERISA.

ERIC B. LEVINE: admitted: New York; U.S. Courts of Appeals for the

Second and Eleventh Circuits; U.S. District Courts for the Southern and-

Eastern Districts of New York, and Eastern District of Michigan; U.S. Tax

Court. Education : State University of New York at Buffalo (B.A., summa

cum laude, 1974); University of Pennsylvania (J.D., cum laude, 1977). Order

of the Coif, Phi Beta Kappa. Associate Editor, University of Pennsylvania Law

Review, 1976-1977. Member: The Association of the Bar of the City of NewYork; New York State Bar Association. Mr. Levine's practice focuses oncomplex commercial and civil litigation, including in the area of bankruptcyand receivership litigation, creditors' rights, and lender liability.

25

WOLFHAL ENSTEIN

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MARK C. SILVERSTEIN: admitted: New York. Education: State University

of New York at Binghamton (B.S., summa cum laude, 1980); New York

University (J.D., cum laude, 1983). Order of the Coif. Editor, Journal of

International Law and Politics, 1982-1983. Member: the Association of the

Bar of the City of New York; New York State; American Bar Associations.

Mr. Silverstein serves as general counsel to corporations and handles

matters involving tax planning and mergers and acquisitions. He also-

provides counseling in the structure of complex settlements and the

administration of complex claims administrations.

ELI D . GREENBERG : admitted : New York . Education : New York

University (B.S., magna cum laude, 1981. New York University (J.D., 1984).

Beta Gamma Sigma . Lecturer, New York University. Member: American

Health Lawyers Association. Mr. Greenberg has extensive experience iri

pension, tax, benefits, and ERISA.

SUBSTANTIAL RECOVERIES OBTAI N ED IN R EPR E SENTATI V E

PAST :LASS A TIOt CASES I N WHIC H WOLF HALDENSTEI NWAS LEAD COUNSEL HAD A NOTHER S IG N I FICANT ROLE

• In re BankAmerica Corp. Securities Litigation, MDL Docket No. 1264

(JFN) (E.D. Mo.) (class recovered $490 million).

• In re Dynamic Random Access Memory Antitrust Litigation, (MD-02 1486

(N.D. Cal.) (class recovered $325 million).

• In re MicroStrategy, Inc. Securities Litigation, Civ. No. 00-473-A (E.D.

Va.) (class recovered $160 million in cash and securities).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373, 94 Civ. 2546 (S.D.N.Y.)

(securities fraud) (class recovered $116.5 million in cash).

• In re Starlink Corn Products Liability Litigation, (N.D. Ill.) (class

recovered $110 million).

• In Computer Associates 2002 Class Action Sec. Litigation, 2:02-CV-1226

(E.D.N.Y.) ($130 million settlement in this and two related actions).

• In re Sepracor Inc. Securities Litigation, Civ. No. 02-12338 (MEL) (D.Mass.) (classes recovered $52.5 million).

26

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• In re Merrill Lynch & Co., Inc. Global Technology Fund Securities

Litigation, 02 CV 7854 (JFK) (SDNY); and In re Merrill Lynch & Co., Inc.

Focus Twenty Fund Securities Litigation , 02 CV 10221 (JFK) (SDNY)

(class recovered $39 million in combined cases).

• In re CNL Hotels & Resorts, Inc. Securities Litigation, No. 6:04-cv-1231

(Orl-31) (class recovered $35 million, and lawsuit also instrumental

in $225 million benefit to corporation).

• Berger v. Compaq Computer Corp., Docket No. 98-1148 (S.D. Tex.) (class


• In re Arakis Energy Corporation Securities Litigation, 95 CV 3431

(E.D.N.Y.) (class recovered $24 million in cash).

• In re E.W. Blanche Holdings, Inc. Securities Litigation, Civ. No. 01-258

(D. Minn.) (class recovered $20 million).

• In re Globalstar Securities Litigation , Case No. 01-CV-1748 (SHS)

(S.D.N.Y.) (class recovered $20 million).

• In re Luxottica Group S .p.A. Securities Litigation , No. CV 01-3285

(E.D.N.Y) (class recovered $18.25 million).

• In re Musicmaker.com Securities Litigation, CV-00-2018 (C.D. Cal.) (class

recovered $13.75 million).

• In re Comdisco Securities Litigation , No. 01 C 2110 (MIS) (N.D. Ill.)

(class recovered $13.75 million).

• In re Acclaim Entertainment, Inc., Securities Litigation, C.A. No. 03-CV-

1270 (E.D.N.Y.) (class recovered $13.65 million).

• In re Concord EFS, Inc. Securities Litigation, No. 02-2097 (MA) (W.D.

Tenn) (class recovered $13.25 million).

• In re Bausch & Lomb, Inc. Securities Litigation, 01 Civ. 6190 (CJS)

(W.D.N.Y.) (class recovered $12.5 million).

• In re Allaire Corp. Securities Litigation, 00-11972 (D. Mass.) (classrecovered $12 million).

27

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A L FREEMAN

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• Bamboo Partners LLC v. Robert Mondavi Corp., No. 26-27170 (Cal. Sup.

Ct.) (class recovered $10.8 million).

• Curative Health Services Securities Litigation, 99-2074 (E.D.N.Y .) (class


• City Partnership Co. v. Jones Intercable, 99 WM-1051 (D. Colo.) (class


• In re Tenfold Corporation Securities Litigation, 2:00-CV-652 (D. Utah)


• In re Realogy Corp. Shareholder Litigation, No. 2621-N (Del. Ch.).

• In re Industrial Gas Antitrust Litigation, 80 C 3479 and related cases

(N.D. Ill.) (class recovered $50 million in cash and coupons).

• In re Chor-Alkalai and Caustic Soda Antitrust Litigation, 86-5428 and

related cases (E.D. Pa.) (class recovered $55 million).

• In re Infant Formula Antitrust Litigation, MDL No. 878 (N.D. Fla.)

(class recovered $126 million).

• In re Brand Name Prescription Drug Antitrust Litigation, M.D.L. 940

(N.D. Ill.) (class recovered $715 million).

• Landon v. Freel, M.D.L. No. 592 (S.D. Tex.) (class recovered $12

million).

• Holloway v. Peat, Marwick, Mitchell & Co., No. 84 C 814 EU (N.D.

Okla.) (class recovered $38 million).

• In re The Chubb Corp. Drought Insurance Litigation, C-1-88-644 (S.D.

Ohio) (class recovered $100 million.).

• Wong v. Megafoods, Civ-94-1702 (D. Ariz.) (securities fraud) (class


• In re Del Val Financial Corp. Securities Litigation, 92 Civ 4854 (S.D.N.Y.)


• In re Home Shopping Network Shareholders Litigation, Consolidated

Civil Action No. 12868, (Del. Ch. 1995) (class recovered $13 million).

28

WOLF1-1 AL -;ESTEIN

ADLER FREEMANH R LLP


• In re Paine Webber Limited Partnerships Litigation, 94 Civ 8547


• In re Bristol-Meyers Squibb Co. Securities Litigation, 92 Civ 4007


• In re Spectrum Information Technologies Securities Litigation, CV 93-2245

(E.D.N.Y.) (class recovered $13 million).

• In re Chase Manhattan Securities Litigation, 90 Civ. 6092 (LJF)

(S.D.N.Y.) (class recovered $17.5 million).

• Prostic v. Xerox Corp., No. B-90-113 (EBB) (D. Conn.) (class recovered

$9 million).

• Steiner v. Hercules, Civil Action No. 90-442-RRM (D. Del.) (class


• In re Ambase Securities Litigation, 90 Civ 2011 (S.D.N.Y.) (class


• Steiner v. Phillips (In re Southmark Securities Litigation ), CA No. 3-89-

1402-D (N.D. Tex.) (class recovered $70 million).

• Steiner v. Ideal Basic Industries, Inc., No. 86-M 456 (D. Colo. 1989)

(securities fraud) (class recovered $18 million).

• Tucson Electric Power Derivative Litigation , 2:89 Civ. 01274 TUC. ACM

(corporation recovered $30 million).

• Alleco Stockholders Litigation, (Md.Cir.Ct. Pr. Georges County) (class


• In re Revlon Group, Inc. Shareholders Litigation, No. 8362 (Del. Ch.)


• In re Taft Broadcasting Company Shareholders Litigation, No. 8897 (Del.

Ch.) (class recovered $20 million).

• In re Southland Corp. Securities Litigation, No. 87-8834-K (N.D.Tex.)


29

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& H R LLP


• In re Crocker Bank Securities Litigation, CA No. 7405 (Del. Ch.) (class


• In re Warner Communications Securities Litigation, No. 82 Civ. 8288

(JFK) (S.D.N.Y.) (class recovered $17.5 million).

• Joseph v. Shell Oil, CA No. 7450 (Del. Ch.) (securities fraud) (class


• In re Flight Transportation Corp. Securities Litigation, Master Docket

No. 4-82-874, MDL No. 517 (D. Minn.) (class recovered $50 million.).

• In re Whittaker Corporation Securities Litigation, CA000817 (Cal. Super.

Ct., Los Angeles County) (class recovered $18 million).

• Naevus International , Inc. v. AT&T Corp., C.A. No. 602191/99 (N.Y.

Sup. Ct.) (consumer fraud) ( class recovered $40 million).

• Sewell v. Sprint PCS Limited Partnership, C.A. No. 97-188027/CC 3879

(Cir. Ct. for Baltimore City) (consumer fraud) (class recovered $45.2

million).

REP ES TA...-iVE" REP .. ?:::D OPINIONS SINCE, 1990

WHICH WOLF HAL E T E °.11 %-v LEAD J L OR HAD

ANOTHER C-'NI lc: A r L :

FEDERA L APPEALS COURT OPI N IONS

• Harzewski v. Guidant Corp., 489 F.3d 799 (7th Cir. 2007).

• In re Pharmatrak, Inc. Privacy Litig., 2003 U.S. App. LEXIS 8758 (1st

Cir. May 9, 2003).

• Berger v. Compaq Computer Corp., 257 F.3d 475 (2001), clarified, 279

F.3d 313 (5th Cir. 2002).

• In re Bankamerica Corp. Securities Litigation, 263 F.3d 795 (8th Cir.

2001).

• Wright v. Ernst & Young LLP, 152 F.3d 169 (2d Cir. 1998).

• Romine v. Compuserve Corp., 160 F.3d 337 (6th Cir. 1998).

30

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E LLP


• Felzen v. Andreas, 134 F.3d 873 (7th Cir . 1998).

• Brown v. Radica Games (In re Radica Games Securities Litigation), No. 96-

17274, 1997 U.S. App. LEXIS 32775 (9th Cir. Nov. 14, 1997).

• Robbins v. Koger Properties, 116 F.3d 1441 (11th Cir. 1997).

• In re Painewebber Inc. Limited Partnerships Litigation, 94 F.3d 49 (2d Cir.

1996).

• Glassman v. Computervision Corp., 90 F.3d 617 (1st Cir. 1996).

• Alpern v. Utilicorp United, Inc., 84 F.3d 1525 (8th Cir. 1996).

• Shaw v. Digital Equipment Corp., 82 F.3d 1194 (1st Cir. 1996).

• Riley v. Simmons, 45 F.3d 764 (3d Cir. 1995).

• Stepak v. Addison, 20 F.3d 398 (11th Cir. 1994).

• County of Suffolk v. Long Island Lighting Co., 907 F.2d 1295 (2d Cir.

1990).

FEDERAL DISTRICT COURT OPINI ONS

• Schoenbaum v. E.I. Dupont De Nemours and Co., 2007 WL 2768383 (E.D.Mo. Sept. 20, 2007).

• Jeffries v. Pension Trust Fund, 99 Civ . 4174 (LMM), 2007 U.S. Dist.

LEXIS 61454 (S.D.N.Y . Aug. 20, 2007).

• Klein v. Ryan Beck, 06-Civ. 3460 (WCC), 2007 U.S. Dist. LEXIS 51465

(S.D.N.Y. July 13, 2007).

• Cannon v. MBNA Corp. No. 05-429 GMS, 2007 U.S. Dist. LEXIS 48901

(D. Del. 2007).

• In re Aquila ERISA Litig., 237 F.R.D. 202 (W.D. Mo. 2006).

• Smith v. Aon Corp., 238 F.R.D. 609 (N.D. Ill. 2006).

• In re Sepracor Inc. Securities Litigation, 233 F.R.D. 52 (D. Mass. 2005).

31

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• In re Transkaryotic Therapies, Inc. Securities Litigation, No. 03-10165,

2005 U.S. Dist. LEXIS 29656 (D. Mass. Nov. 28, 2005).

• In re Luxottica Group, S.p.A. Securities Litigation, 2005 U.S. Dist. LEXIS

9071 (E.D.N.Y. May 12, 2005).

• In re CNL Hotels & Resorts, Inc. Securities Litigation, 2005 U.S. Dist.

LEXIS 38876, No. 6:04-cv-1231-Orl-31KRS (M.D. Fla. May 9, 2005).

• Johnson v. Aegon USA, Inc., 1:01-CV-2617 (N.D. Ga. Sept. 20, 2004).

• Freeland v. Iridium World Communications, Ltd., 99-1002 (D.D.C. Aug.

31, 2004).

• In re Acclaim Entertainment, Inc. Securities Litigation, 03-CV-1270

(E.D.N.Y. June 22, 2004).

• In re Sepracor Inc. Securities Litigation, 308 F. Supp. 2d 20 (D. Mass.

2004).

• In re Concord EFS, Inc. Securities Litigation, No. 02-2697 (W.D. Tenn.

Jan. 7, 2004).

• In re Enterprise Mortgage Acceptance Co., LLC, Sec. Litig., 02-Civ. 10288

(SWK) (S.D.N.Y. Nov. 5, 2003).

• In re PerkinElmer, Inc. Securities Litigation, 286 F. Supp. 2d 46 (D. Mass.

2003).

• In re Initial Public Offering Securities Litigation, 241 F. Supp. 2d 281

(S.D.N.Y. 2003).

• In re Comdisco Securities Litigation, No. 01 C 2110, 2003 U.S. Dist.

LEXIS 5047 (N.D. Ill. Mar. 31, 2003).

• City Partnership Co. v. Cable TV Fund 14-B, 213 F .R.D. 576 (D. Colo.

2002).

• In re Allaire Corporation Securities Litigation, Docket No. 00-11972 -

WGY, 2002 U.S. Dist. LEXIS 18143 (D. Mass., Sept. 27, 2002).

• In re StarLink Corn Products Liability Litigation, 212 F.Supp.2d 828

(N.D. Ill. 2002)

32

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ADLER FREEMAN

tZ LLP


• In re Comdisco Securities Litigation, 166 F.Supp.2d 1260 (N.D. I11.2001).

• In re Crossroads Systems, Inc. Securities Litigation , Master File No. A-00-

CA-457 JN, 2001 U.S. Dist. LEXIS 14780 (W.D. Tx. Aug. 15, 2001).

• In re MicroStrategy, Inc. Securities Litigation, 150 F. Supp. 2d 896 (E.D.

Va. 2001).

• Lindelow v. Hill, No. 00 C 3727, 2001 U.S. Dist. LEXIS 10301 (N.D. Ill.

July 19, 2001).


Va. 2001).

• Jeffries v. Pension Trust Fund of the Pension, Hospitalization & Benefit

Plan of the Electrical Industry, 172 F. Supp. 2d 389 (S.D.N.Y. 2001).

• Carney v. Cambridge Technology Partners, Inc., 135 F. Supp. 2d 235 (D.

Mass. 2001).

• Weltz v. Lee, 199 F.R.D. 129 (S.D.N.Y. 2001).

• Schoers v . Pfizer, Inc., 00 Civ. 6121, 2001 U.S. Dist. LEXIS 511 (S.D.N.Y.

Jan. 23, 2001).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373 (MBM), 2001 U.S. Dist.

LEXIS 83 (S.D.N.Y. Jan. 9, 2001).

• Goldberger v. Bear, Stearns & Co., 98 Civ. 8677 (JSM), 2000 U.S. Dist.

LEXIS 18714 (S.D.N.Y. Dec. 28, 2000).

• In re Newell Rubbermaid, Inc., Securities Litigation, Case No. 99 C 6853,

2000 U.S. Dist. LEXIS 15190 (N.D. 111. Oct. 2, 2000).

• Stanley v. Safeskin Corp., Case No. 99 CV 454 BTM (LSP), 2000 U.S.

Dist. LEXIS 14100, Fed. Sec. L. Rep. (CCH) P91, 221 (S.D. Cal. Sept.

18, 2000).


Va. 2000).

• In re USA Talks.com, Inc. Securities Litigation, 2000 U.S. Dist. LEXIS

14823, Fed. Sec. L. Rep. (CCH) P91, 231 (S.D. Cal. Sept. 14, 2000).

33

WOLF

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RZ LLP


• In re Sotheby's Holdings, Inc. Securities Litigation, 00 CIV. 1041 (DLC),

2000 U.S. Dist. LEXIS 12504, Fed. Sec. L. Rep. (CCH) P91, 059

(S.D.N.Y. Aug. 31, 2000).

• Dumont v. Charles Schwab & Co., Inc., Civil Action No. 99-2840 2000

U.S. Dist. LEXIS 10906 (E.D. La. July 21, 2000).

• Berger v. Compaq Computer Corp., Civil Action No. H-98-1148, 2000

U.S. Dist. LEXIS 21424 (S.D. Tex. July 17, 2000).

• In re BankAmerica Corp. Securities Litigation, 95 F. Supp. 2d 1044 (E.D.

Mo. 2000).

• In re Carnegie International Corp. Securities Litigation, 107 F. Supp. 2d

676 (D. Md. 2000).

• Berger v. Compaq Computer Corp., Civil Action No. H-98-1148,2000

U.S. Dist. LEXIS 21423 (S.D. Tex. Mar. 13, 2000).

• In re Imperial Credit Industries Securities Litigation, CV 98-8842 SVW,

2000 U.S. Dist. LEXIS 2340 (C.D.Cal. Feb. 23, 2000).

• Sturm v. Marriott Marquis Corp., 85 F. Supp. 2d 1356 (N.D. Ga. 2000).

• In re Health Management Systems Securities Litigation, 82 F. Supp. 2d

227 (S.D.N.Y. 2000).

• Dumont v. Charles Schwab & Co., Inc., Civil Action No. 99-2840, 2000

U.S. Dist. LEXIS 619 (E.D. La. Jan. 19, 2000).


Va. 2000).

• In re BankAmerica Corp. Securities Litigation, 78 F. Supp. 2d 976 (E.D.

Mo. 1999).

• Kurzweil v. Philip Morris Cos., 94 Civ. 2373 (MBM), 1999 U.S. Dist.

LEXIS 18378 (S.D.N.Y. Nov. 24, 1999).

• In re Nanophase Technologies Corp. Litigation, 98 C 3450, 1999 U.S. Dist.

LEXIS 16171 (N.D. 111. Sept. 27, 1999).

34

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HERz 1,..LP


• In re Clearly Canadian Securities Litigation, File No. C-93-1037-VRW,

1999 U.S. Dist. LEXIS 14273 Cal. Sept. 7, 1999).

• Yuan v. Bayard Drilling Technologies, Inc., 96 F. Supp. 2d 1259 (W.D.

Okla. 1999).

• In re Spyglass, Inc. Securities Litigation, No. 99 C 512, 1999 U.S. Dist.

LEXIS 11382 (N.D. Ill. July 20, 1999).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-CV-3183-TWT,

1999 U.S. Dist . LEXIS 11595 (N.D.Ga. June 30, 1999).


1999 U.S. Dist. LEXIS 11596 (N.D. Ga. June 30, 1999).

• Blue Cross & Blue Shield of N.J., Inc. v. Philip Morris, Inc., 98 CV 3287,

1999 U.S. Dist. LEXIS 11363 (E.D.N.Y . June 1, 1999).


1999 U.S. Dist . LEXIS 1368, Fed. Sec. L. Rep . (CCH) P90, 429 (N.D.

Ga. Jan. 19, 1999).

• Longman v. Food Lion, Inc., 186 F.R.D. 331 (M.D.N.C. 1999).

• Walsingham v. Biocontrol Technology, Inc., 66 F. Supp. 2d 669 (W.D. Pa.

1998).

• Sturm v. Marriott Marquis Corp., 26 F. Supp. 2d 1358 (N.D. Ga. 1998).

• Carley Capital Group v. Deloitte & Touche, L.L.P., 27 F. Supp. 2d 1324

(N.D. Ga. 1998).

• In re MobileMedia Securities Litigation, 28 F.Supp.2d 901 (D.N.J. 1998).

• Weikel v. Tower Semiconductor, Ltd., 183 F.R.D. 377 (D.N.J. 1998).

• In re Health Management Systems Securities Litigation, 97 Civ. 1865

(HB), 1998 U.S. Dist. LEXIS 8061 (S.D.N.Y. May 27, 1998).

• In re Painewebber Ltd. Partnership Litigation, 999 F. Supp. 719 (S.D.N.Y.

1998).

35

WOLF

HALDEN STEI NA L R FREEMAN

H: LLP


• Carley Capital Group v. Deloitte & Touche, L.L.P., 1:97-cv-3183-TWT,

1998 U.S. Dist. LEXIS 23222 (N.D. Ga. Feb. 10, 1998).

• In re TCW/DW North American Government Income Trust Securities

Litigation, 95 Civ. 0167 (PKL), 1997 U.S. Dist. LEXIS 18485 (S.D.N.Y.

Nov. 20, 1997).

• Wright v. Ernst & Young, LLP, 97 Civ. 2189 (SAS), 1997 U.S. Dist.

LEXIS 13630 (S.D.N.Y. Sept. 9, 1997).

• Felzen v. Andreas, No. 95-2279, 1997 U.S. Dist. LEXIS 23646 (C.D. 111.

July 7, 1997).

• Felzen v. Andreas, No. 95-2279, 1997 U.S. Dist. LEXIS 23647 (C.D. 111.

July 7, 1997).

• A. Ronald Sirna, Jr., P.C. Profit Sharing Plan v. Prudential Securities, Inc.,

964 F . Supp. 147 (S.D.N.Y. 1997).

• Kurzweil v. Philip Morris Companies, 94 Civ. 2373 (MBM), 1997 U.S.

Dist. LEXIS 4451 (S.D.N.Y. April 8,1997).

• Bobrow v. Mobilmedia, Inc., Civil Action No. 96-4715,1997 U.S. Dist.

LEXIS 23806 (D.N.J. March 31, 1997).

• Kalodner v. Michaels Stores, Inc., 172 F.R.D. 200 (N.D.Tex. 1997).

• In re Painewebber Ltd. Partnerships Litigation, 171 F .R.D. 104 (S.D.N.Y.

1997).

• A. Ronald Sirna, Jr., P.C. Profit Sharing Plan v. Prudential Securities, Inc.,

95 Civ. 8422 (LAK), 1997 U.S. Dist . LEXIS 1226 (S.D.N.Y. Feb. 7,

1997).

• Dresner Co. Profit Sharing Plan v. First Fidelity Bank, N.A., 95 Civ. 1924

(MBM), 1996 U.S. Dist . LEXIS 17913 (S.D.N.Y. Dec. 3, 1996).

• Simon v. American Power Conversion Corp., 945 F. Supp. 416 (D.R.I.

1996).

• TII Industries, Inc., 96 Civ. 4412 (SAS), 1996 U.S. Dist. LEXIS 14466

(S.D.N.Y. Oct. 1, 1996).

36

WOLF

HALDE NSTE I N

ADLER FREEMAN

HERz L


• In re TCW/DW North American Government Income Trust Securities

Litigation, 941 F. Supp. 326 (S.D.N.Y. Oct. 1, 1996).

• In re Painewebber Ltd. Partnership Litigation, 94 Civ. 8547 (SHS), 1996

U.S. Dist. LEXIS 9195 (S.D.N.Y. June 28, 1996).

• In re Tricord Systems, Inc., Securities Litigation, Civil No. 3-94-746, 1996

U.S. Dist. LEXIS 20943 (D. Minn. April 5, 1996).

• In re Painewebber Limited Partnership Litigation, 94 Civ. 8547 (SHS),

1996 U.S. Dist. LEXIS 1265 (S.D.N.Y. Feb. 6, 1996).

• Zitin v. Turley, [1991 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶

96,123 (D. Ariz. June 20, 1994).

• In re Southeast Hotel Properties Limited Partnership Investor

Litigation, 151 F.R.D. 597 (W.D.N.C. 1993).

STATE COU RT OP It a

• In re Tyson Foods, Inc., Consolidated Shareholder Litigation, 919 A. 2d 563

(Del. Ch. 2007).

• Naevus Intl v. AT&T Corp., 283 A.D.2d 171, 724 N.Y.S.2d 721 (2001).

• Paramount Communications , Inc. v. QVC Network, Inc., 637 A.2d 34

(Del. Super. Ct. 1994).

• In re Western National Corp. Shareholders Litigation, Consolidated C.A.

No. 15927, 2000 Del. Ch. LEXIS 82 (May 22, 2000).

• In re Cencom Cable Income Partners, L.P. Litigation, C.A. No. 14634,

2000 Del. Ch. LEXIS 90 (May 5, 2000).

• In re Cencom Cable Income Partners, L.P. Litigation, Consolidated C.A.

No. 14634, 2000 Del. Ch. LEXIS 10 (Jan. 27, 2000).

• In re Marriott Hotels Properties II Limited Partnership Unitholders

Litigation , Consolidated C.A. No. 14961 , 2000 Del . Ch. LEXIS 17 (Jan.

24, 2000).

37

WOLFHALDENSTE I N

ADLER FREEMAN

HERZ LLP


• Romig v. Jefferson-Pilot Life Insurance Company, 132 N.C. App. 682, 513

S.E.2d 598 (Ct. App. 1999), aff'd, 351 N.C. 349, 524 S .E.2d 804 (N.C.S.

Ct. 2000).

• Wallace v. Wood, 752 A.2d 1175 (Del. Ch. 1999).

• Greenwald v. Batterson, C.A. No. 16475,1999 Del. Ch. LEXIS 158 (July

26, 1999).

• Brown v. Perrette, Civil Action No. 13531, 1999 Del. Ch. LEXIS 92

(May 18, 1999).

• In re Cencom Cable Income Partners, L.P. Litigation, C.A. No. 14634,

1997 Del. Ch. LEXIS 146 (Oct. 15, 1997).

• In re Marriott Hotel Properties II Limited Partnership Unitholders

Litigation , Consolidated C.A. No . 14961, 1997 Del. Ch. LEXIS 128

(Sept. 17, 1997).

• In re Cheyenne Software Shareholders Litigation, Consolidated C.A. No.14941, 1996 Del. Ch. LEXIS 142 (Nov. 7, 1996).

• Seinfeld v. Robinson, 246 A.D.2d 291, 676 N.Y.S.2d 579 (N.Y. 1998).

• Werner v. Alexander, 130 N.C. App. 435, 502 S . E.2d 897 (N.C. Ct. App.

1998).

38

WOLFHALT E STE N

ADLE R FREEMAN

HERz LLP


N CR1M!! N ATI ON POLICI ES

Wolf Haldenstein does not discriminate or tolerate harassment against any

employee or applicant because of race, creed, color, national origin, sex, age,

disability, marital status, sexual orientation, or alienage or citizenship status

and designs its hiring practices to ensure that minority group members and

women are afforded equal employment opportunities without

discrimination. The Firm is in compliance with all applicable Federal, State,

County, and City equal employment opportunity laws.

Wolf Haldenstein is proud of its long history of support for the rights of,

and employment opportunities for, women, the disadvantaged, and

minority group persons, including the participation in civil rights and voter

registration activities in the South in the early 1960's by partners of the Firm;

the part-time employment of disadvantaged youth through various public

school programs; the varied pro bono activities performed by many of the.

Firm's lawyers; the employment of many women and minority group

persons in various capacities at the Firm, including at the partner level; the

hiring of ex-offenders in supported job training programs; and the use of

minority and women-owned businesses to provide services and supplies to

the Firm.

WOLF HALDENSTE I N A LE; FREEMAN & HERZ LLP270 MADIS ON AVENUEN E W YORK. NY 10016

TEL PHONE: 21 21-54S-4600

TE.:LECC 3 t : 21 2-545-46A 3

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TELE=PHON E: 561-8,33-1776

39

WOLF

HALDENSTEIN

A L_ R FREEMAN

&HERzLLP

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