In re: Lehman Brothers Securities and ERISA Litigation 08-CV...

Case 1:09-md-02017-LAK-GWG Document 663-2 Filed 01/13/12 of 44

EXHIBIT A-1


UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------

In re:

LEHMAN BROTHERS SECURITIES AND ERISA LITIGATION

This Document Applies to:

In re Lehman Brothers Mortgage-Backed Securities Litigation, No 08-CV-6762.

--X : : 09 MD 2017 (LAK) : : : ECF CASE : : : : : :

--X

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT, FINAL APPROVAL HEARING, AND MOTION

FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

EXHIBIT A-1

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A Federal Court authorized this Notice.

This is not a solicitation from a lawyer.

NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected

by a class action lawsuit pending in this Court (the “Action”) if you purchased or otherwise

acquired mortgage pass-through certificates pursuant or traceable to Structured Asset

Securities Corporation’s August 16, 2005 Registration Statement or May 10, 2006

Registration Statement, and the accompanying prospectuses and prospectus supplements

in the following seventeen (17) offerings and were damaged thereby: The LXS 2005-5N

offering, LXS 2005-7N offering, LXS 2005-6 offering, LXS 2005-8 offering, LXS 2006-2N

offering, LXS 2006-14N offering, LXS 2006-16N offering, LXS 2006-GP2 offering, GMFT

2006-AR4 offering, GMFT 2006-AR5 offering, SARM 2006-1 offering, SARM 2006-4

offering, SARM 2007-6 offering, SASCO 2007-BC1 offering, SASCO 2007-EQ1 offering,

SASCO 2007-OSI offering and FFMLT 2006-FFB offering (the “Offerings”).

NOTICE OF SETTLEMENT : Please also be advised that the Court-appointed Lead Plaintiff,

Locals 302 and 612 of the International Union of Operating Engineers – Employers

Construction Industry Retirement Trust, Named-Plaintiff New Jersey Carpenters Health

Fund and Named-Plaintiff Boilermakers-Blacksmith National Pension Trust (collectively,

“Plaintiffs”), on behalf of themselves and the Settlement Class (defined below), and the

proposed intervenors (defined below), have reached a proposed settlement of the Action for

a total of $40 million ($40,000,000.00) in cash that will resolve all claims in the Action (the

“Settlement”).

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This Notice explains important rights you may have, including your possible receipt of cash

from the Settlement. Your legal rights will be affected whether or not you act. Please read

this Notice carefully and in its entirety!

1. Description of the Litigation and Settlement Class : This Notice relates to the

pendency and proposed settlement of a class action lawsuit against Defendants Mark L. Zusy

(“Zusy”), Samir Tabet (“Tabet”), James J. Sullivan (“Sullivan”), Lana Franks Harber (“Harber”),

Edward Grieb (“Grieb”), Kristine Smith (“Smith”) and Richard McKinney (“McKinney”)

(collectively, the “Defendants”). Defendants are current and/or former officers and directors of

Structured Asset Securities Corporation (“SASCO”), an affiliate of Lehman Brothers Holdings,

Inc. (“LBHI”) and a debtor in the bankruptcy proceeding pending in the Bankruptcy Court for

the Southern District of New York captioned In re Lehman Brothers Holdings Inc.,et al. , 08-bk-

13555 (JMP) (the “Lehman Bankruptcy”). “Plaintiffs” means the Class Representatives Lead

Plaintiff Locals 302 and 612 of the International Union of Operating Engineers – Employers

Construction Industry Retirement Trust, Plaintiff New Jersey Carpenters Health Fund and

Plaintiff Boilermakers-Blacksmith National Pension Trust; and proposed intervenors Iowa Public

Employees’ Retirement System and Public Employees’ Retirement System of Mississippi

(collectively, the “Intervenors”). The “Settling Parties” mean the (i) Defendants; (ii) LBHI; (iii)

Plaintiffs and Intervenors on behalf of themselves and the Class Members. The proposed

Settlement, if approved by the Court, will settle certain claims of all persons and entities who

purchased or otherwise acquired mortgage pass-through certificates pursuant or traceable to

Structured Asset Securities Corporation’s August 16, 2005 Registration Statement or May 10,

2006 Registration Statement, and the accompanying prospectuses and prospectus supplements in

the seventeen (17) Offerings and were damaged thereby (the “Settlement Class”).

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2. Statement of the Settlement Class’ Recovery : Subject to Court approval and,

as described more fully below, Plaintiffs and Intervenors, on behalf of themselves and the

Settlement Class, have agreed to settle all Settled Claims (as defined in ¶51 below) against the

Defendants in exchange for a settlement payment of $40 million ($40,000,000.00) to be

deposited into an interest-bearing escrow account (the “Settlement Fund”) within the later of ten

(10) business days following entry of the Bankruptcy Order or (ii) execution of the Stipulation.

The Net Settlement Fund (the Settlement Fund less taxes, notice and administration costs, and

attorneys’ fees and certain Litigation Expenses awarded to Lead Counsel) will be distributed in

accordance with a plan of allocation (the “Plan of Allocation”) that will be approved by the

Court and will determine how the Net Settlement Fund shall be allocated to the members of the

Settlement Class. The proposed Plan of Allocation is included in this Notice, and may be

modified by the Court without further notice.

3. Statement of Average Amount of Damages Per $1,000 in Initial Certificate

Value : The Settlement Fund consists of $40 million plus interest earned. Based on the total

initial face dollar value of the Certificates as stated in the prospectus supplements (without

subtracting the principal pay-downs received on the Certificates), and assuming all purchasers of

the initially offered certificates elect to participate, the estimated average distribution is $0.37 per

$1,000 in initial certificate value of the Lehman Certificates. Class Members may recover more

or less than this amount depending on, among other factors, when their certificates were

purchased or sold, the amount of principal that has been repaid, the estimated value of the

certificates on the applicable Date of First Suit as indicated in the attached Table A, the number

of Class Members who timely file Claims, and the Plan of Allocation, as more fully described

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below in this Notice. In addition, the actual recovery of Class Members may be further reduced

by the payment of fees and costs from the Settlement Fund.

4. Statement of the Parties’ Position on Damages: Defendants deny all claims of

wrongdoing, that they are liable to Plaintiffs, Intervenors and/or the Settlement Class or that

Plaintiffs, Intervenors or other members of the Settlement Class suffered any injury. Moreover,

the parties do not agree on the amount of recoverable damages or on the average amount of

damages per certificate that would be recoverable if Plaintiffs or Intervenors were to prevail on

each of their claims. The issues on which the parties disagree include, but are not limited to: (1)

whether the statements made or facts allegedly omitted were material, false or misleading; and

(2) whether Defendants are otherwise liable under the securities laws for those statements or

omissions.

5. Statement of Attorneys’ Fees and Expenses Sought: Lead Counsel will apply

to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not to exceed

20% of the Settlement Fund (or $8,000,000.00), net of Court-approved Litigation Expenses, plus

interest earned at the same rate and for the same period as earned by the Settlement Fund. In

addition, Lead Counsel also will apply for the reimbursement of certain Litigation Expenses paid

or incurred in connection with the prosecution and resolution of the Action in an amount not to

exceed $750,000, plus interest earned at the same rate and for the same period as earned by the

Settlement Fund. Litigation Expenses may include reimbursement of the expenses of Plaintiffs

in accordance with 15 U.S.C. §77a(4). Based on the total initial face dollar value of the

Certificates as stated in the prospectus supplements (without subtracting the principal paydowns

received on the Certificates), and assuming all purchasers of the initially offered certificates elect

to participate, if the Court approves Lead Counsel’s fee and expense application, the estimated

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average cost is per $0.43 per $1,000 in initial certificate value of the Lehman Certificates. The

actual cost may be more or less than this amount depending on, among other factors, when their

certificates were purchased or sold, the amount of principal that has been repaid, the estimated

value of the certificates on the applicable Date of First Suit as indicated in the attached Table A,

the number of Class Members who timely file Claims, and the Plan of Allocation, as more fully

described below in this Notice.

6. Identification of Attorney Representative: Plaintiffs, Intervenors and the

Settlement Class are being represented by Steven J. Toll, Esq. of Cohen Milstein Sellers & Toll,

PLLC, the Court-appointed Lead Counsel. Any questions regarding the Settlement should be

directed to Mr. Toll at Cohen Milstein Sellers & Toll, PLLC, 1100 New York Avenue NW, Suite

500 West, Washington, D.C., 20005, (202) 408-4600 or Christopher Lometti or Daniel Rehns at

Cohen Milstein Sellers & Toll, PLLC, 88 Pine Street, Fourteenth Floor, New York, New York

10005, (212) 838-7797 (tel), (212) 838-7745 (fax).

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:

This is the only way to receive a payment. If you wish to obtain a payment as a

REMAIN A MEMBER OF THE member of the Settlement Class, you will

CLASS need to file a claim form (the “Claim Form”), which is included with this Notice, postmarked no later than _________, 2012. Receive no payment pursuant to this Settlement. If you exclude yourself from

EXCLUDE YOURSELF FROM THE the Settlement Class, you may be able to CLASS BY SUBMITTING A seek recovery against the Defendants or WRITTEN REQUEST FOR other Released Parties through other EXCLUSION SO THAT IT IS litigation. However, please see paragraphs RECEIVED NO LATER THAN - 27 and 50 for information regarding the ____________________, 2012. unavailability of Directors and Officers

insurance to pay claims in such other litigation.

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Write to the Court and explain why you do OBJECT TO THE SETTLEMENT BY not like the Settlement, the proposed Plan SUBMITTING WRITTEN of Allocation, or the request for attorneys’ OBJECTIONS SO THAT THEY ARE fees and reimbursement of expenses. You RECEIVED NO LATER THAN cannot object to the Settlement unless you __________, 2012. are a member of the Settlement Class and

do not validly exclude yourself. GO TO THE HEARING ON Ask to speak in Court about the fairness of _________, 2012, AT _____ P.M., the Settlement, the proposed Plan of AND FILE A NOTICE OF Allocation, or the request for attorneys’ INTENTION TO APPEAR SO THAT fees and reimbursement of expenses. IT IS RECEIVED NO LATER THAN _____________, 2012

Receive no payment, remain a Class Member, give up your rights and be bound

DO NOTHING by the Final Order and Judgment entered by the Court if it approves the Settlement, including the Release of the Settled Claims.


WHAT THIS NOTICE CONTAINS

Why Did I Get This Notice? Page

What Is This Case About? What Has Happened So Far? Page

How Do I Know If I Am Affected By The Settlement? Page

What Are The Settling Parties’ Reasons For The Settlement? Page

What Might Happen If There Were No Settlement? Page

How Much Will My Payment Be? Page

What Rights Am I Giving Up By Agreeing To The Settlement? Page

What Payment Are The Attorneys For The Settlement Class Seeking? Page

How Will The Lawyers Be Paid? Page

How Do I Participate In The Settlement? Page

What Do I Need To Do? Page

What If I Do Not Want To Be A Part Of The Settlement? Page

How Do I Exclude Myself? Page

When And Where Will The Court Decide Whether To Approve The Page Settlement?

Do I Have To Come To The Hearing? Page

May I Speak At The Hearing If I Don’t Like The Settlement? Page

What If I Bought Certificates On Someone Else’s Behalf? Page

Can I See The Court File? Page

Whom Should I Contact If I Have Questions? Page


WHY DID I GET THIS NOTICE?

7. This Notice is being sent to you pursuant to an Order of the United States District

Court for the Southern District of New York (the “Court”) because you or someone in your

family may have purchased certain Lehman Brothers mortgage pass-through Certificates. The

Court has directed us to send you this Notice because, as a potential Class Member, you have a

right to know about your options before the Court rules on the proposed settlement of this case.

Additionally, you have the right to understand how a class action lawsuit may generally affect

your legal rights. If the Court approves the Settlement, a claims administrator selected by

Plaintiffs and Intervenors and approved by the Court will make payments pursuant to the

Settlement after any objections and appeals are resolved.

8. In a class action lawsuit, the Court selects one or more people, known as class

representatives, to sue on behalf of all people with similar claims, commonly known as the class

or the class members. In this Action, the Court has appointed Locals 302 and 612 of the

International Union of Operating Engineers – Employers Construction Industry Retirement Trust

as Lead Plaintiff under a federal law governing lawsuits such as this one, and approved Lead

Plaintiff’s selection of the law firm of Cohen Milstein Sellers & Toll PLLC (“Lead Counsel”) to

serve as Lead Counsel in the Action. The Class Representatives are the Lead Plaintiff as well as

Plaintiffs New Jersey Carpenters Health Fund, Boilermakers-Blacksmith National Pension Trust,

Intervenor Iowa Public Employees’ Retirement System and Public Employees Retirement

System of Mississippi (“MissPERS”). A class action is a type of lawsuit in which the claims of a

number of individuals are resolved together, thus providing the class members with both

consistency and efficiency. Once the class is certified, the Court must resolve all issues on behalf

of the class members, except for any persons who choose to exclude themselves from the class.

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(For more information on excluding yourself from the Settlement Class, please read “What If I

Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?” located below.)

9. The Court in charge of this case is the United States District Court for the

Southern District of New York, and the case is known as In re Lehman Brothers Mortgage-

Backed Securities Litigation, 09-md-2017, 08-cv-6762 . The Judge presiding over this case is the

Honorable Lewis A. Kaplan, United States District Judge. The people who are suing are called

plaintiffs, and those who are being sued are called defendants. In this case, the main plaintiff is

referred to as the Lead Plaintiff, representing itself and the Settlement Class, and the defendants

are the Defendants (as defined above).

10. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits

are available, who is eligible for them, and how to receive them. The purpose of this Notice is to

inform you of this case, that it is a class action, how you might be affected, and how to exclude

yourself from the Settlement Class if you wish to do so. It also is being sent to inform you of the

terms of the proposed Settlement, and of a hearing to be held by the Court to consider the

fairness, reasonableness and adequacy of the proposed Settlement, the fairness and

reasonableness of the proposed Plan of Allocation, and the application by Lead Counsel for

attorneys’ fees and reimbursement of expenses (the “Final Approval Hearing”).

11. The Final Approval Hearing will be held on _______________, 2012, at

_.M., before the Honorable Lewis A. Kaplan, at the United States District Court for the Southern

District of New York, 500 Pearl Street, Courtroom __, __th Floor, New York, New York, to

determine:

• whether the Court should grant final certification of the Settlement Class solely for purposes of the Settlement;

• whether the proposed Settlement is fair, reasonable, adequate and in the best interests of the Settlement Class and should be approved by the Court;

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• whether the Settled Claims against Defendants and the other Released Parties should be dismissed with prejudice and fully and finally released by Lead Plaintiff and the Settlement Class as set forth in the Stipulation of Settlement entered into by the Settling Parties as of January 12, 2012 (the “Stipulation”);

• whether the proposed Plan of Allocation is fair and reasonable and should be approved by the Court; and

• whether Lead Counsel’s request for an award of attorneys’ fees and reimbursement of certain litigation expenses should be approved by the Court.

12. This Notice does not express any opinion by the Court concerning the merits of

any claim in the Action, and the Court still has to decide whether to approve the Settlement. If

the Court approves the Settlement, payments to Authorized Claimants (defined below) will be

made after any appeals are resolved, and after the completion of all claims processing. Please be

patient.

WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?

13. On June 19, 2008, the Alaska Electrical Pension Fund filed a putative class action

in the Supreme Court of the State of New York asserting claims under Sections 11 and 15 of the

Securities Act against SASCO and certain other defendants, Case No. 08-011341 (N.Y. Sup.)

(“Alaska Electrical Action”). The Alaska Pension Fund Complaint specifically brought suit on

behalf of a class comprising purchasers of 35 offerings of mortgage backed securities that were

all sold pursuant to SASCO’s 2006 Registration Statement accompanying prospectuses and

prospectus supplements.

14. On July 23, 2008, plaintiff New Jersey Carpenters filed a complaint against

SASCO and certain other defendants in the Supreme Court for the State of New York, New York

County, Index No. 2008-602158 (the “ State Court Action ”), asserting claims under §§ 11, 12 and

15 of the Securities Act of 1933 (the “Securities Act”). On July 29, 2008, Defendants removed

the Alaska Electrical Action and the State Court Action to the United States District Court for the

Southern District of New York, Case No. 08-CV-06762-LAK (the “ MBS Class Action ”). On

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October 30, 2008, pursuant to the Private Securities Litigation Reform Act of 1995 (the

“PSLRA”), New Jersey Carpenters published a notice of its action to investors, which provided a

deadline to seek lead plaintiff appointment by December 31, 2008.

15. On December 31, 2008, Operating Engineers moved for appointment as lead

plaintiff and for the appointment of Schoengold Sporn Laitman & Lometti, P.C. (“Schoengold

Sporn”) as lead counsel. By Order dated January 9, 2009, the Court consolidated the MBS Class

Action for pre-trial purposes with In re Lehman Brothers Securities Litigation , Civ. No. 08-5523

(LAK)(“Lehman Debt/Equity Action ”) and In re Lehman Brothers ERISA Litigation , Civ. No.

08-5598 (LAK) (“Lehman ERISA Action ”) under the caption In re Lehman Brothers Securities

and ERISA Litigation , No. 09-md-2017 (LAK), and appointed Operating Engineers as Lead

Plaintiff of the MBS Class Action and Schoengold Sporn as Lead Counsel.

16. On February 23, 2009, Plaintiffs filed the Consolidated Class Action Securities

Complaint (“Complaint”) against Defendants, Moody’s Corp., as a result of the activities of its

division Moody’s Investor Service, Inc. (“Moody’s”), and The McGraw-Hill Companies, Inc., as

a result of the activities of its Standard & Poor’s division (“S&P” with Moody’s collectively

referred to herein as the “Ratings Agencies”). Plaintiffs did not name SASCO, LBHI or Lehman

Brothers, Inc. (“LBI”) as defendants because on September 15, 2008, LBHI and SASCO filed for

bankruptcy protection under Chapter 11 of the Bankruptcy Code and on September 19, 2008, the

Securities Investor Protection Corporation initiated a proceeding placing LBI in liquidation

under the Securities Investor Protection Act (“SIPA”).

17. On June 3, 2009, the Court granted Plaintiffs’ motion to substitute Cohen Milstein

Sellers & Toll PLLC (“Cohen Milstein”) as Lead Counsel for Schoengold Sporn.

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18. On April 27, 2009, Defendants and the Ratings Agencies filed motions to dismiss

the Amended Complaint.

19. Following extensive briefing and argument, on February 1, 2010, the Court

granted the Ratings Agencies’ motions to dismiss with prejudice. The Plaintiffs thereafter timely

filed a notice of appeal on March 1, 2010 from the February 1, 2010 Order to the United States

Court of Appeals for the Second Circuit. On June 1, 2011, the Second Circuit affirmed the

District Court’s determination with respect to the claims against the Ratings Agencies asserted

by Plaintiffs.

20. On February 17, 2010, the Court denied in part and granted in part the

Defendants’ motion to dismiss, sustaining Plaintiffs’ claims regarding the alleged systematic

disregard of underwriting guidelines by originators of mortgage loans underlying the mortgage-

pass through certificates but dismissing certain claims for lack of standing because Plaintiffs’

had not purchased certificates in all ninety-four offerings identified in the Amended Complaint.

As a result, the motion to dismiss order sustained claims as to nine Offerings, LXS 2005-5N,

LXS 2005-7N, LXS 2005-6, LXS 2006-2N, LXS 2006-14N, LXS 2006-GP2, GMFT 2006-AR4,

GMFT 2006-AR5 and SARM 2006-1 (the “Plaintiff Offerings”).

21. On March 19, 2010, Defendants filed their Answer to the Amended Complaint.

22. On March 18, 2010, MissPERS filed a motion to intervene as a representative

plaintiff in the MBS Class Action to pursue claims on behalf of investors who purchased

securities in the LXS 2005-8, LXS 2006-16N and FFMLT 2006-FFB Offerings (the “MissPERS

Offerings”). On August 11, 2010, IPERS, filed a motion jointly with Plaintiffs, to intervene as a

representative plaintiff in the Lehman MBS Action to pursue claims on behalf of investors who

purchased securities in the SARM 2006-4, SARM 2007-6, SASCO 2007-BC1, SASCO 2007-

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EQ1 and SASCO 2007-OSI (the “IPERS Offerings,” together with the MissPERS Offerings, the

“Intervenor Offerings”)

23. On April 13, 2010, the Court substantially denied the Intevenors’ motions to

intervene in the MBS Class Action . Although the Court granted the motions with respect to

MissPERS’ Section 12(a)(2) claims relating to its purchase of FFMLT 2006-FFB Certificates

and IPERS’ Section 12(a)(2) claims relating to its purchase of SASC 2007-BC1 and SARM

2006-4 Certificates, it denied the motions in all other respects. Plaintiffs and the Intervenors

thereafter timely filed a notice of appeal from the April 13, 2011 intervention order to the United

States Court of Appeals for the Second Circuit. That appeal is currently pending.

24. In a letter endorsement dated March 31, 2010, Judge Kaplan opted not to lift the

PSLRA discovery stay in the MBS Class Action until resolution of the motions to dismiss in the

Lehman Debt/Equity Action . On July 27, 2011, the Court resolved the motion to dismiss the

Lehman Debt/Equity Action , thereby lifting the stay of the MBS Class Action . On September 27,

2011, the parties in the MBS Class Action filed a proposed Joint Scheduling Order and proposed

Confidentiality Order. As a result, the MBS Class Action entered the discovery phase of

litigation.

25. On November 2, 2011, after extensive negotiations, Plaintiffs, Intervenors and

Defendants reached an agreement in principle to settle the MBS Class Action for $40 million

($40,000,000.00) in cash.

HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?

26. If you are a member of the Settlement Class, you are subject to the Settlement

unless you timely request to be excluded. The Settlement Class consists of: All persons or

entities who purchased or otherwise acquired mortgage pass-through certificates pursuant or

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traceable to SASCO’s August 16, 2005 Registration Statement or May 10, 2006 Registration

Statement, and the accompanying prospectuses and prospectus supplements in the following 17

offerings and who were damaged thereby: the LXS 2005-5N offering, LXS 2005-7N offering,

LXS 2005-6 offering, LXS 2005-8 offering, LXS 2006-2N offering, LXS 2006-14N offering,

LXS 2006-16N offering, LXS 2006-GP2 offering, GMFT 2006-AR4 offering, GMFT 2006-AR5

offering, SARM 2006-1 offering, SARM 2006-4 offering, SARM 2007-6 offering, SASCO

2007-BC1 offering, SASCO 2007-EQ1 offering, SASCO 2007-OSI offering and FFMLT 2006-

FFB offering (collectively, the “Certificates”).

RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU ARE ELIGIBLE TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO PARTICIPATE IN THE SETTLEMENT, YOU MUST SUBMIT THE ENCLOSED CLAIM FORM POSTMARKED NO LATER THAN _______________, 2012.

WHAT ARE THE SETTLING PARTIES’ REASONS FOR THE SETTLEMENT?

27. Plaintiffs, Intervenors, Intervenors’ Counsel and Lead Counsel believe that the

claims asserted against Defendants have merit. Plaintiffs, Intervenors, Intervenors’ Counsel and

Lead Counsel recognize, however, the expense and length of continued proceedings necessary to

pursue their claims against Defendants through trial and appeals, as well as the difficulties in

establishing liability. In addition, certain insurance companies providing Directors and Officers

insurance coverage under policies purchased by LBHI denied coverage for Plaintiffs’ and

Intervenors’ claims against Defendants, and therefore it was uncertain whether there would be

sufficient funds (from insurance or other sources) to pay a judgment if Plaintiffs and/or

Intervenors prevailed on their claims. Plaintiffs, Intervenors, Intervenors’ Counsel and Lead

Counsel have considered the uncertain outcome and trial and appellate risk in complex lawsuits

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like this one, as well as the limited resources of Defendants, uncertain availability of Directors

and Officers insurance and the lack of a solvent corporate defendant.

28. In light of the amount of the Settlement and the immediacy of recovery to the

Settlement Class, Plaintiffs, Intervenors, Intervenors’ Counsel and Lead Counsel believe that the

proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement

Class. Plaintiffs, Intervenors, Intervenors’ Counsel and Lead Counsel believe that the Settlement

provides a substantial benefit now, namely $40 million (less the various deductions described in

this Notice), as compared to the risk that the claims would produce a similar, smaller, or no

recovery after summary judgment, trial and appeals, possibly years in the future.

29. Defendants have denied and continue to deny each and all of the claims alleged

by Plaintiffs or Intervenors in the MBS Class Action . Defendants expressly have denied and

continue to deny all charges of wrongdoing or liability against them arising out of any of the

conduct, statements, acts or omissions alleged, or that could have been alleged, in the MBS Class

Action . Defendants also have denied and continue to deny, among other things, the allegations

that Plaintiffs, Intevenors or the Settlement Class have suffered any damage, or that Plaintiffs,

Intevenors or the Settlement Class were harmed by the conduct alleged in the MBS Class Action .

Defendants also have taken into account the uncertainty and risks inherent in any litigation,

especially in a complex case such as this. Nonetheless, Defendants have concluded that further

conduct of the MBS Class Action would be protracted and expensive, and that it is desirable that

the MBS Class Action be fully and finally settled in the manner and upon the terms and

conditions set forth in the Stipulation. The Settlement shall in no event be construed or deemed

to be evidence of or an admission or concession on the part of Defendants with respect to any

claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the

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defenses that Defendants have or could have asserted. Defendants expressly deny that Plaintiffs

or Intervenors have asserted a valid claim and deny any and all allegations of fault, liability,

wrongdoing or damages whatsoever.

WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?

30. If there were no Settlement and Plaintiff and Intervenors failed to establish any

essential legal or factual element of their claims, neither Plaintiff nor Intervenors nor the

Settlement Class would recover anything from Defendants. Also, if Defendants were successful

in proving any of their defenses, the Settlement Class likely would recover substantially less than

the amount provided in the Settlement, or nothing at all.

HOW MUCH WILL MY PAYMENT BE?

I. THE PROPOSED PLAN OF ALLOCATION: GENERAL PROVISIONS

31. The $40 million settlement amount, and the interest earned thereon, shall be the

Gross Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, fees and

expenses (the “Net Settlement Fund”), shall be distributed based on the acceptable Claim Forms

submitted by members of the Settlement Class (“Authorized Claimants”). The Net Settlement

Fund will be distributed to Authorized Claimants who timely submit acceptable Claim Forms

under the Plan of Allocation described below, or as otherwise ordered by the Court.

32. Your share of the Net Settlement Fund will depend on the aggregate number of

Certificates (represented by valid and acceptable Claim Forms) that members of the Settlement

Class submit to the Claims Administrator, relative to the Net Settlement Fund; how many

Certificates you purchased; whether the claims related to those certificates have been dismissed;

whether you held or sold those Certificates; the date on which you sold those Certificates; and

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the price at which you sold them. At this time, it is not possible to determine how much

individual Class Members may receive from the Settlement.

33. A payment to any Authorized Claimant that would amount to less than $10.00 in

total will not be included in the calculation of the Net Settlement Fund, and no payment to those

members of the Settlement Class will be made.

34. To determine the amount that an Authorized Claimant may recover under the Plan

of Allocation, Lead Counsel conferred with a valuation consultant who estimated the values of

the Certificates as shown in Table A. The proposed Plan of Allocation is generally based upon

the statutory measure of damages for claims asserted with respect to material misrepresentations

or omissions in SASCo Offering Documents. For each Authorized Claimant, a “Recognized

Claim” will be calculated. The calculation of a “Recognized Claim,” as defined in ¶45 below, is

not intended to be an estimate of, nor does it indicate, the amount that a Class Member might

have been able to recover after a trial. Nor is the calculation of a Recognized Claim pursuant to

the Plan of Allocation an estimate of the amount that will be paid to Authorized Claimants

pursuant to the Settlement, which would depend on the total amount of all Recognized Claims.

The Recognized Claim formula provides the basis for proportionately allocating the Net

Settlement Fund to Authorized Claimants. That computation is only a method to weigh Class

Members’ claims against one another. Each Authorized Claimant will receive a pro rata share of

the Net Settlement Fund based on his, her or its Recognized Claim.

II. CALCULATION OF RECOGNIZED LOSS OR GAIN AMOUNTS

35. A “Recognized Loss or Gain Amount” will be calculated for each Certificate

purchased or acquired for which adequate documentation is provided (each an “Eligible

Certificate”). The calculation of the Recognized Loss or Gain Amount will depend on several

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factors, including: (i) when the Certificate was purchased or acquired; (ii) whether it was sold,

and if so, when it was sold and for how much; and (iii) the value of the Certificate on its

applicable “Date of First Suit” (as stated in the attached Table A). 1

36. The “Recognized Loss or Gain Amount” will be calculated solely on the

outstanding “Face Value” ( i.e., the principal amount) for each Certificate at the time of sale, or if

not sold, on the applicable Date of First Suit ( i.e., Authorized Claimants will not be allocated

damages related to principal and interest payments they received). In each calculation of the

Recognized Loss or Gain Amount, the Face Value Sold will be limited to 100% of the Face

Value Purchased.

37. The percentage of the original aggregate principal balance that remains to be

distributed in a mortgage-backed security is known as the “Factor.” A Certificate’s Factor will be

calculated by the Claims Administrator as follows:

Factor = outstanding aggregate principal balance divided by - original aggregate principal balance

The Factor for each Certificate on the applicable Date of First Suit is stated in the attached Table

A.

38. For each calculation of the Recognized Loss or Gain Amount below, the purchase

price used for the calculation may not exceed the price at which the Eligible Certificate was

offered to the public. Thus, if the actual purchase price exceeds the price at which the Eligible

Certificate was offered to the public, the price at which it was offered to the public will be used

as the purchase price. If the sales price or value at applicable Date of First Suit exceeds the

purchase price, then the calculation will result in a Recognized Gain Amount for that Certificate.

1 As indicated in Table A, complaints concerning certain of the Offerings were filed on June 19, 2008, July 23, 2008 and February 23, 2009.

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If you have a Recognized Gain Amount for a Certificate, you will not receive a recovery in this

Settlement for that Certificate. Paragraphs 39 through 41 also provide some examples of how

Recognized Loss or Recognized Gain may be calculated in different circumstances.

39. Certificates Sold Prior To Date Of First Suit: For each Eligible Certificate sold

prior to its applicable Date of First Suit, the Recognized Loss Amount or Gain is calculated as

follows:

Face Value sold x (Purchase price – sales price)/100)

Example 1: Investor A purchased $100,000.00 Face Value of Certificate 39538AAA4 (GPMF 2006-AR5 A1A) on December 5, 2006. The purchase price was 100.00. On February 29, 2008 (prior to the applicable Date of First Suit), Investor A sold $90,000.00 Face Value of Certificate 94983FAA8. The sales price was 90.00. Investor A’s Recognized Loss Amount is calculated as follows:

$90,000 x (100.00 – 90.00)/100

Investor A’s Recognized Loss Amount is $9,000.00.

If a sale did not result in a complete disposition of an investor’s ownership in a particular

Certificate ( i.e., only a portion of the Certificate was sold), a Recognized Loss Amount, if any,

related to the remaining portion of the Certificate will be calculated separately.

40. Certificates Sold On Or After Date Of First Suit: For each Eligible Certificate

sold on or after its applicable Date of First Suit, the Recognized Loss Amount or Gain is

calculated as follows:

Face Value sold x (purchase price-sales price)/100)

For Certificates sold on or after the applicable Date of First Suit, the sales price used to

calculate the Recognized Loss Amount or Gain shall be the greater of: (i) the Eligible

Certificate’s value on the applicable Date of First Suit (as reflected in Table A); or (ii) the sales

price of the Eligible Certificate.

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Example 2: Investor C purchased $100,000.00 Face Value of Certificate 525227AA2 (LXS 2005-GP2 1A1A) on September 25, 2006. The purchase price was 100.00. On October 13, 2009 (after the applicable Date of First Suit), Investor C sold $90,000.00 Face Value of Certificate 525227AA2. The sales price was 95.00. The value on the applicable Date of First Suit was 94.06, as reflected in Table A. Investor C’s Recognized Loss Amount is calculated as follows:

$90,000 x (100.00 – 95.00)/100

Investor C’s Recognized Loss Amount is $4,500.00.

Example 3: Investor B purchased $100,000.00 Face Value of Certificate 39538AAA4 (GPMF 2006-AR5 A1A) on December 5, 2006. The purchase price was 100.00. On October 30, 2008 (after the applicable Date of First Suit), Investor B sold $90,000.00 Face Value of Certificate 39538AAA4. The sales price was 86.00. The value on the applicable Date of First Suit was 87.64, as reflected in Table A. Investor B’s Recognized Loss Amount is calculated as follows:

$90,000 x (100.00 – 87.64)/100

Investor B’s Recognized Loss Amount is $11,124.00.

If a sale did not result in a complete disposition of an investor’s ownership in a particular

Certificate ( i.e., only a portion of the Certificate was sold), a Recognized Loss Amount, if any,

related to the remaining portion of the Certificate will be calculated separately.

41. Certificates That Were Not Sold: For each Eligible Certificate that was not sold

(i.e., the Eligible Certificate is still held by the Authorized Claimant), the Recognized Loss

Amount or Gain is calculated as follows:

Face Value at the applicable Date of First Suit x (purchase price-value at applicable Date of First Suit)/100)

For Certificates that were not sold, the Face Value at the applicable Date of First Suit is

calculated as follows:

Face Value purchased x Factor on the applicable Date of First Suit /Factor on the purchase date

Example 4: Investor D purchased $100,000.00 Face Value of Certificate 39538AAA4 (GPMF 2006-AR5 A1A) on December 5, 2006. Investor D did not sell its Certificates. The purchase price was 100.00. The factor on the purchase date was 1.00. As reflected in Table A, the value on

21


the applicable Date of First Suit was 87.64, and the factor on the applicable Date of First Suit was .69436. Investor D’s Face Value at the applicable Date of First Suit is calculated as follows:

Face Value at the applicable Date of First Suit = $100,000.00 x (.69436/1.00) = $69,436.00

Using the resulting Face Value at the applicable Date of First Suit ( i.e ., $69,436), Investor D’s Recognized Loss Amount is calculated as follows:

$69,436 x (100.00 – 87.64)/100

Investor D’s Recognized Loss Amount is $8,582.29.

42. Notwithstanding the above provisions, the Recognized Gain or Loss Amount for

any purchases or acquisitions that occurred after the applicable Date of First Suit (as indicated in

Table A) is zero.

43. As discussed in ¶23, The Court previously dismissed certain of the claims that

were asserted by the Intervenor Plaintiffs on behalf of certain Class Members. Those dismissed

claims are currently on appeal and have been included in this settlement, subject to the

Intervenors’ agreement to withdraw that appeal. The appeal will be dismissed as part of the

Settlement when finally approved. Because those claims were previously dismissed, there is an

additional risk that the Intervenors might not prevail on those claims. Accordingly, the

Recognized Loss Amount for purchases or acquisitions of Certificates for which the claims have

been dismissed will be discounted by 40% to reflect the lesser likelihood of success on the

dismissed claims. The dismissed claims are for purchases or acquisitions of Certificates

(identified by CUSIP in the attached Table A as Dismissed Claims) in the following eight

Offerings: LXS 2005-8, LXS 2006-16N, FFMLT 2006-FFB, SARM 2006-4, SARM 2007-6,

SASCO 2007-BC1, SASCO 2007-EQ1 and SASCO 2007-OSI (the “Dismissed Certificates”).

44. A “Total Recognized Loss By CUSIP” will be calculated for each Authorized

Claimant on a CUSIP by CUSIP basis. Accordingly, multiple transactions by an Authorized

22


Claimant in a single CUSIP will be netted; i.e. , the total Recognized Gain or Loss Amounts for

that CUSIP shall be calculated by (1) totaling all Recognized Loss Amounts for that CUSIP; and

(2) subtracting from that total Recognized Loss Amount the total of all Recognized Gain

Amounts for that CUSIP.

45. Each Authorized Claimant’s “Recognized Claim” is the sum of all that

Authorized Claimant’s Total Recognized Loss By CUSIPs. Recognized Gain or Loss Amounts

will be aggregated across all CUSIPS invested in by each Authorized Claimant such that

Recognized Loss amounts on the investment in one CUSIP may be offset by Recognized Gains

on the investment in another.

III. DISTRIBUTION OF THE NET SETTLEMENT FUND

46. The “Recognized Claim” will be used solely to calculate the relative amount of

the Net Settlement Fund for each Authorized Claimant and does not reflect the actual amount an

Authorized Claimant may expect to recover from the Net Settlement Fund. The combined

Recognized Claims of all Authorized Claimants may be greater than the Net Settlement Fund. If

this is the case, and subject to the $10.00 minimum payment requirement described in ¶33 above,

each Authorized Claimant shall receive his, her or its pro rata share of the Net Settlement Fund,

which shall be his, her or its Recognized Claim divided by the total of all Recognized Claims to

be paid, multiplied by the total amount in the Net Settlement Fund.

47. Payment pursuant to the Plan of Allocation shall be conclusive against all

Authorized Claimants. No Person shall have any claim based on distributions made substantially

in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation,

or further order(s) of the Court against Lead Counsel, Lead Plaintiff, Plaintiffs, Intervenors,

Intervenors’ Counsel, Plaintiffs in the consolidated cases, Plaintiffs’ Counsel in any of the

23


consolidated cases, Class Members, the Claims Administrator, Defendants and their Related

Parties (defined below), or any person designated by Lead Counsel. All members of the

Settlement Class who fail to timely submit an acceptable Claim Form by the deadline set by the

Court, or such other deadline as may be ordered by the Court, or otherwise allowed, shall be

forever barred from receiving any payments pursuant to the Settlement, but will in all other

respects be subject to and bound by the terms of the Settlement, including the release of the

Settled Claims.

48. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable

grounds the claim of any member of the Settlement Class.

49. The Plan of Allocation set forth herein is the proposed plan submitted by

Plaintiffs, Intervenors, Lead Counsel and Intervenors’ Counsel for the Court’s approval. The

Court may approve this plan as proposed or it may modify it without further notice to the

Settlement Class.

WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE SETTLEMENT?

50. If the Settlement is approved, the Court will enter a judgment (the “Judgment”).

The Judgment will dismiss with prejudice the claims asserted against Defendants in the Action

and will provide that Plaintiffs, Intervenors and all other members of the Settlement Class, on

behalf of themselves and any of their personal representatives, spouses, domestic partners,

trustees, heirs, executors, administrators, successors or assigns shall be deemed to have – and by

operation of the Judgment shall have – fully and finally released, relinquished, waived,

discharged and dismissed each and every Settled Claim (as defined in ¶51 below), against the

Released Parties (as defined in ¶52 below), and shall forever be enjoined from pursuing any or

all Settled Claims against any Released Party, whether directly or indirectly, whether on their

24


own behalf or otherwise, and regardless of whether or not such Class Member executes and

delivers a Proof of Claim Form (except that the foregoing provision shall not apply to any such

representative, spouse, domestic partner, trustee, heir, executor, administrator, successor or

assign who independently would be a member of the Settlement Class and timely excludes

himself, herself or itself). 2 You should be aware that in order to resolve a dispute relating to

coverage under Directors and Officers insurance policies purchased by LBHI in connection with

this Settlement, the Defendants are releasing certain insurance companies from future liability in

connection with claims relating to mortgage-pass through certificates. It is contemplated that all

insurance purchased by LBHI that potentially could be available to pay future claims related to

mortgage-pass through certificates either will be subject to that release or exhausted as of the

date of the Settlement Hearing, such that there will be no insurance available to pay future

claims against the Defendants related to mortgage-pass through certificates.

51. “Settled Claims” means, to the fullest extent permitted by law or equity, any and

all claims and causes of action of every nature and description, whether known or Unknown,

whether arising under federal, state, common or foreign law, or any other law, rule, or regulation,

that were asserted or could have been asserted that arise out of the same transactions or

occurrences as the claims that were asserted, in the Action.

52. “Released Parties” means Defendants, Debtors in the Lehman Bankruptcy, any

other affiliate of LBHI and the Related Parties.

53. “Related Parties” means the Defendants’ respective past or present heirs,

executors, estates, administrators, predecessors, successors, assigns, attorneys, parents,

2 As part of the Settlement, the pending appeal of the Intervenors’ claims will be voluntarily dismissed with prejudice following final approval: Iowa Public Employees’ Retirement System v. Franks , Civ. No. 11-1982 (2d Cir. 2011).

25


subsidiaries, affiliates, insurers and reinsurers, employers, employees, members, directors,

managing directors and officers, and includes the Debtors.

54. The Judgment also will provide that Defendants and each of the other Released

Parties, on behalf of themselves, their heirs, executors, administrators, predecessors, successors

and assigns, shall be deemed by operation of law to have released, waived, discharged and

dismissed each and every of the Released Parties’ Claims (as defined in ¶55 below), and shall

forever be enjoined from prosecuting any or all of the Released Parties’ Claims, against Plaintiffs,

and their respective attorneys, and all other Class Members.

55. “Released Parties’ Claims” means any and all claims, rights, remedies, demands,

liabilities, or causes of action of every nature and description whatsoever (including, but not

limited to, any claims for damages, punitive damages, compensation, restitution, rescission,

interest, attorneys' fees/costs, expert or consulting fees, and any other costs, expenses, losses or

liabilities of any kind or nature whatsoever), whether legal, statutory or equitable in nature to the

fullest extent that the law permits their release in this action, by or on behalf of Plaintiffs,

Intervenors or any other Class Members against any of the Released Parties that have been

alleged or could have been alleged in the Complaint or in any preceding complaints by any of the

Class Members (or in any forum or proceeding or otherwise), whether based on federal, state,

local, statutory, or common law or any other law, rule, or regulation, whether known claims or

unknown claims, whether class, representative, or individual in nature, whether fixed or

contingent, accrued or unaccrued, liquidated or unliquidated, whether at law or in equity,

matured or unmatured, that (i) are based upon or arise from any of the allegations, transactions,

facts, matters, events, disclosures, statements, occurrences, circumstances, representations,

conduct, acts, or omissions or failures to act that have been alleged or asserted in the Complaint

26


or in any preceding complaints (or in any forum or proceeding or otherwise), and (ii) are based

upon the purchase or acquisition of the Certificates. Notwithstanding the foregoing, the Class

will not release any claims relating to the enforcement of the settlement. Released Parties’

Claims shall also include any proofs of claims that Plaintiffs and Intervenors have filed in the

Bankruptcy Case that come within the-scope of the foregoing release, including without

limitation proofs of claim nos. 22023, 27760 and 22024 (collectively, all such proofs of claim the

“Proofs of Claim”). The Proofs of Claims shall, upon the Effective Date, be disallowed with

prejudice, and, within ten business days of the Effective Date, Plaintiffs and Intervenors shall file

a notice on the docket in the Bankruptcy Case withdrawing the Proofs of Claim.

WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING?

HOW WILL THE LAWYERS’ BE PAID?

56. Lead Counsel has not received any payment for its services in pursuing claims

against Defendants on behalf of the Settlement Class, nor has Lead Counsel been reimbursed for

its out-of-pocket expenses. Before final approval of the Settlement, Lead Counsel intends to apply

to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not to exceed

20% of the Settlement Fund (or $8,000,000.00), net of Court-approved Litigation Expenses, plus

interest at the same rate and for the same time period as earned by the Settlement Fund. At the

same time, Lead Counsel also intends to apply for the reimbursement of certain Litigation

Expenses in an amount not to exceed $750,000.00, plus interest at the same rate and for the same

time period as earned by the Settlement Fund. Litigation Expenses may include reimbursements

for, among other things, lost wages and litigation related expenses of Plaintiffs and Intervenors in

accordance with 15 U.S.C. § 77aa. The sums approved by the Court will be paid from the

27


Settlement Fund. Members of the Settlement Class are not personally liable for the payment of

these sums.

57. Defendants take no position on the request by Lead Counsel for attorneys’ fees and

reimbursement of Litigation Expenses or on the allocation of attorneys’ fees and expenses among

counsel representing the Settlement Class.

HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?

58. If you purchased mortgage pass-through certificates issued by SASCO through the

Offerings listed above, and you are not excluded by the definition of the Settlement Class and you

do not elect to exclude yourself from the Settlement Class, then you are a member of the

Settlement Class and you will be bound by the proposed Settlement if the Court approves it, and by

any judgment or determination of the Court affecting the Settlement Class. If you are a member of

the Settlement Class, you must submit a Claim Form and supporting documentation to establish

your entitlement to share in the Settlement. A Claim Form is included with this Notice, or you may

go to the website maintained by the Claims Administrator for the Settlement to request that a

Claim Form be mailed to you. The website is www.LehmanMBSSettlement.com . You may also

request a Claim Form by calling toll-free (877) 884-5903 or emailing

[email protected] . Copies of the Claim Form can also be downloaded from Lead

Counsel’s website at www.cohenmilstein.com . Those who exclude themselves from the

Settlement Class, and those who do not submit timely and valid Claim Forms with adequate

supporting documentation will not be eligible to share in the Settlement. Please retain all records of

your ownership of, or transactions in Lehman mortgage pass-through certificates in the Offerings,

as they may be needed to document your claim.

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59. As a Class Member, you are represented by Plaintiffs, Intervenors, Lead Counsel

and Intervenors’ Counsel unless you enter an appearance through counsel of your own choice at

your own expense. You are not required to retain your own counsel, but if you choose to do so,

such counsel must file a notice of appearance on your behalf and must serve copies of his or her

notice of appearance on the attorneys listed in the section below entitled, “When and Where Will

the Court Decide Whether to Approve the Settlement?”

60. If you do not wish to remain a Class Member, you may exclude yourself from the

Settlement Class by following the instructions in the section below entitled, “What If I Do Not

Want To Be A Part Of The Settlement Class And The Settlement? How Do I Exclude Myself?”

61. If you wish to object to the Settlement or any of its terms, the proposed Plan of

Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of litigation

expenses, and if you do not exclude yourself from the Settlement Class, you may present your

objections by following the instructions in the section below entitled, “When and Where Will the

Court Decide Whether to Approve the Settlement?”

WHAT IF I DO NOT WANT TO BE A PART OF THE SETTLEMENT? HOW DO I EXCLUDE MYSELF?

62. Each Class Member will be bound by all determinations and judgments in this

lawsuit, including those concerning the Settlement, whether favorable or unfavorable, unless such

person or entity mails, by first-class mail (or its equivalent outside the United States), or otherwise

delivers a written Request for Exclusion from the Settlement Class, addressed to: Lehman MBS

Settlement Exclusions, c/o Rust Consulting, Inc., P.O. Box 2658, Faribault, MN 55011. The

exclusion request must be received no later than ____________, 2012. You will not be able to

exclude yourself from the Settlement Class after that date. Each Request for Exclusion must

provide (i) name, (ii) address, (iii) telephone number, (iv) number and type of mortgage pass-

29


through certificates traceable to the Offerings purchased (or otherwise acquired) or sold, (v) prices

or other consideration paid or received for such mortgage pass-through certificates, (vi) the date of

each purchase or sale transaction, and (vii) a statement that the person or entity wishes to be

excluded from the Settlement Class in In re Lehman Brothers Mortgage-Backed Securities

Litigation, 08-cv-6762 (LAK). It must also be signed by the person or entity requesting exclusion,

and provide a telephone number for that person or entity. Requests for exclusion will not be valid if

they are not received within the time stated above, unless the Court otherwise determines. Keep a

copy of everything you mail, in case something is lost during shipping or processing.

63. If you do not want to be part of the Settlement Class, you must follow these

instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration or

other proceeding concerning any of the Settled Claims.

64. If a person or entity requests to be excluded from the Settlement Class, that person

or entity will not receive any benefit provided for in the Settlement.

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT?

DO I HAVE TO COME TO THE HEARING?

MAY I SPEAK AT THE HEARING IF I DON’T LIKE THE SETTLEMENT?

65. If you do not wish to object in person to the proposed Settlement, the proposed Plan

of Allocation, and/or the application for attorneys’ fees and reimbursement of litigation expenses,

you do not need to attend the Final Approval Hearing. You can object to or participate in the

Settlement without attending the Final Approval Hearing.

66. The Final Approval Hearing will be held on ___________, 2012, at __ _.M. before

the Honorable Lewis A. Kaplan, at the United States District Court for the Southern District of

New York, 500 Pearl Street, Courtroom __, Floor__, New York, New York. The Court has the

30


right to approve the Settlement, the Plan of Allocation or the request for attorneys’ fees and

reimbursement of litigation expenses at or after the Final Approval Hearing without further notice

to the members of the Settlement Class.

67. Any member of the Settlement Class who does not request exclusion from the

Settlement Class in the manner set forth in ¶62 above may object to or oppose the Settlement, the

Plan of Allocation, or Lead Counsel’s request for an award of attorneys’ fees and reimbursement

of Litigation Expenses. Objections or oppositions must be in writing. You must file any written

objection or opposition, together with copies of all other papers (including proof of purchase or

sales of Certificates in the Offerings) and briefs, with the Clerk’s Office at the United States

District Court for the Southern District of New York at the address set forth below for receipt on or

before

2012. You must also serve the papers, by hand or first-class

mail, on Lead Counsel for the Settlement Class and counsel for Defendants at the addresses set

forth below so that the papers are received on or before ___________, 2012.

Clerk’s Office UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Clerk of the Court 500 Pearl Street New York, New York 10007

Lead Counsel for the Settlement Class COHEN MILSTEIN SELLERS & TOLL, PLLC Steven J. Toll 1100 New York Avenue N.W. Suite 500 Washington, D.C. 20005

Christopher Lometti Richard A. Speirs Daniel B. Rehns 88 Pine Street, 14 th Floor New York, New York 10005

31


Counsel for Defendants WOLLMUTH MAHER AND DEUTSCH LLP William A. Maher Michael C. Ledley 500 Fifth Avenue New York, New York 10110

68. You may not object to the Settlement or any aspect of it if you are not a member of

the Settlement Class or if you excluded yourself from the Settlement Class.

69. You may file a written objection without having to appear at the Final Approval

Hearing. Any objection must include: (a) the full name, address and phone number of the objecting

Class Member; (b) a list and documentation of all of that Class Member’s transactions involving

Lehman mortgage pass-through Certificates in the Offerings, including brokerage confirmation

receipts or other competent documentary evidence of such transactions, including the amount and

date of each purchase or sale and the price paid and/or received; (c) a written statement of all

grounds for the objection accompanied by any legal support for the objection; (d) copies of any

papers, briefs or other documents upon which the objection is based; (e) a list of all persons who

will be called to testify in support of the objection; (f) a statement of whether you intend to appear

at the Final Approval Hearing; (g) a list of other cases in which you or your counsel have appeared

either as settlement objectors or as counsel for objectors in the preceding five years; and (h) the

objector’s signature, even if represented by counsel. If you intend to appear at the Final Approval

Hearing through counsel, the objection must also state the identity of all attorneys who will appear

on your behalf at the Final Approval Hearing. Any member of the Settlement Class who does not

make his, her or its objection in the manner provided for herein shall be deemed to have waived

such objection and shall forever be foreclosed from making any objection to the fairness or

adequacy of the Settlement as reflected in the Stipulation, to the Plan of Allocation or to the

application by Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation

32


Expenses. You may not appear at the Final Approval Hearing to present your objection, however,

unless you first filed and served a written objection in accordance with the procedures described

above, unless the Court orders otherwise.

70. If you wish to be heard orally at the Final Approval Hearing in opposition to the

approval of the Settlement, the Plan of Allocation, or Lead Counsel’s request for an award of

attorneys’ fees and reimbursement of Litigation Expenses, and if you have filed and served a

timely written objection as described above, you also must notify the above counsel on or before

_______________, 2012, concerning your intention to appear. Persons who intend to object and

desire to present evidence at the Final Approval Hearing must include in their written objections

the identity of any witnesses they may call to testify and exhibits they intend to introduce into

evidence at the hearing.

71. If you object to the Settlement, the Plan of Allocation and/or Lead Counsel’s

request for an award of attorneys’ fees and reimbursement of Litigation Expenses, or otherwise

request to be heard at the Final Approval Hearing in the manner stated above, you are submitting to

the jurisdiction of the Court with respect to the subject matter of the Settlement, including, but not

limited to, the release of the Settled Claims contained in the Final Order and Judgment. If the

Court overrules your objection and approves the Settlement or the part of the Settlement to which

you have objected, you only will potentially share in the Settlement Fund if you file a Claim Form

in the manner stated in ¶59 above and the Claims Administrator approves your claim.

72. You are not required to hire an attorney to represent you in making written

objections or in appearing at the Final Approval Hearing. If you decide to hire an attorney, which

will be at your own expense, however, he or she must file a notice of appearance with the Court

and serve it on Lead Counsel so that the notice is received on or before ___________, 2012.

33


73. The Final Approval Hearing may be postponed or adjourned by the Court without

further written notice to the Settlement Class. If you intend to attend the Final Approval Hearing,

you should confirm the date and time with Lead Counsel.

UNLESS THE COURT ORDERS OTHERWISE, ANY CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED ABOVE WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT, THE PROPOSED PLAN OF ALLOCATION, OR LEAD COUNSEL’S REQUEST FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES. CLASS MEMBERS DO NOT NEED TO APPEAR AT THE HEARING OR TAKE ANY OTHER ACTION TO INDICATE THEIR APPROVAL .

WHAT IF I BOUGHT CERTIFICATES ON SOMEONE ELSE’S BEHALF?

74. If you purchased or otherwise acquired the mortgage pass-through certificates

described above for the beneficial interest of a person or organization other than yourself, you

must either (i) send a copy of this Notice to the beneficial owner of such certificates, postmarked

no later than fourteen (14) days after you receive this Notice, or (ii) provide to Rust Consulting

the names and addresses of such persons no later than fourteen (14) days after you receive this

Notice. If you choose the second option, the Claims Administrator will send a copy of the

Notice to the beneficial owner. Upon full compliance with these directions, such nominees may

seek reimbursement of their reasonable expenses actually incurred, by providing the Claims

Administrator with proper documentation supporting the expenses for which reimbursement is

sought. Copies of this Notice may also be obtained by calling toll-free (877) 844-5903, and may

be downloaded from the settlement website, www.LehmanMBSSettlement.com , or from Lead

Counsel’s website, www.cohenmilstein.com .

CAN I SEE THE COURT FILE? WHO SHOULD I CONTACT IF I HAVE QUESTIONS?

34


75. This Notice contains only a summary of the terms of the proposed Settlement.

More detailed information about the matters involved in the Action is available at

www.LehmanMBSSettlement.com , including, among other documents, copies of the Stipulation,

the Claim Form and the Complaint.

76. All inquiries concerning this Notice or the Claim Form should be directed to:

Claims Administrator

Lehman MBS Settlement c/o Rust Consulting, Inc. P.O. Box 2658 Faribault, MN 55011 (877) 884-5903 [email protected]

Lead Counsel

COHEN MILSTEIN SELLERS & TOLL, PLLC. Steven J. Toll 1100 New York Avenue N.W. Suite 500 Washington, D.C. 20005

Christopher Lometti Richard A. Speirs Daniel B. Rehns 88 Pine Street, 14 th Floor New York, New York 10005

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF

COURT REGARDING THIS NOTICE.

Dated: __________________, 2012

By Order of the Clerk of Court United States District Court for the Southern District of New York.

35


TABLE A

Summary of Lehman RMBS Information

Factor on

Date of Estimated Value on Date of First Certificate CUSIP First Suit Date of First Suit Suit FFML 2006 - FFB A1 32028JAA7 6/19/2008 25.86 0.79356 FFML 2006 - FFB A2 32028JAB5 6/19/2008 33.40 0.70734 FFML 2006 - FFB A3 32028JAC3 6/19/2008 14.60 1.00000 FFML 2006 - FFB A4 32028JAD1 6/19/2008 8.62 1.00000 FFML 2006 - FFB M1 32028JAF6 6/19/2008 1.10 1.00000 FFML 2006 - FFB M2 32028JAG4 6/19/2008 0.52 1.00000 FFML 2006 - FFB M3 32028JAH2 6/19/2008 0.11 1.00000 FFML 2006 - FFB M4 32028JAJ8 6/19/2008 0.00 1.00000 FFML 2006 - FFB M5 32028JAK5 6/19/2008 0.00 1.00000 FFML 2006 - FFB M6 32028JAL3 6/19/2008 0.00 1.00000 FFML 2006 - FFB M7 32028JAM1 6/19/2008 0.00 1.00000 FFML 2006 - FFB M8 32028JAN9 6/19/2008 0.00 1.00000 FFML 2006 - FFB M9 32028JAP4 6/19/2008 0.00 1.00000

GPMF 2006-AR4 A1A 39539FAA2 6/19/2008 88.54 0.60118 GPMF 2006-AR4 A1B 39539FAB0 6/19/2008 80.06 0.60118 GPMF 2006-AR4 A2A 39539FAC8 6/19/2008 56.30 1.00000 GPMF 2006-AR4 A2B 39539FAD6 6/19/2008 41.58 1.00000 GPMF 2006-AR4 A3A 39539FAE4 6/19/2008 56.43 1.00000 GPMF 2006-AR4 A3B 39539FAF1 6/19/2008 40.70 1.00000 GPMF 2006-AR4 A4A 39539FAG9 6/19/2008 50.32 1.00000 GPMF 2006-AR4 A4B 39539FAH7 6/19/2008 40.70 1.00000 GPMF 2006-AR4 A5 39539FAJ3 6/19/2008 42.20 0.82248 GPMF 2006-AR4 A6A 39539FAK0 6/19/2008 73.75 0.82248 GPMF 2006-AR4 A6B 39539FAL8 6/19/2008 55.04 0.82248 GPMF 2006-AR4 A6C 39539FAM6 6/19/2008 42.26 0.82248 GPMF 2006-AR4 M1 39539FAN4 6/19/2008 16.77 1.00000 GPMF 2006-AR4 M2 39539FAP9 6/19/2008 11.10 1.00000 GPMF 2006-AR4 M3 39539FAQ7 6/19/2008 7.72 1.00000 GPMF 2006-AR4 M4 39539FAR5 6/19/2008 4.34 1.00000 GPMF 2006-AR4 M5 39539FAS3 6/19/2008 3.50 1.00000 GPMF 2006-AR4 M6 39539FAT1 6/19/2008 3.00 1.00000 GPMF 2006-AR4 M7 39539FAU8 6/19/2008 2.50 1.00000 GPMF 2006-AR4 M8 39539FAV6 6/19/2008 2.00 1.00000 GPMF 2006-AR4 M9 39539FAW4 6/19/2008 1.50 1.00000 GPMF 2006-AR4 M10 39539FAX2 6/19/2008 1.00 1.00000

GPMF 2006-AR5 A1A 39538AAA4 6/19/2008 87.64 0.69436 GPMF 2006-AR5 A1B 39538AAB2 6/19/2008 85.43 0.69436 GPMF 2006-AR5 A2A1 39538AAC0 6/19/2008 56.24 1.00000


GPMF 2006-AR5 A2A2 39538AAE6 6/19/2008 55.53 1.00000 GPMF 2006-AR5 A2B 39538AAF3 6/19/2008 41.75 1.00000 GPMF 2006-AR5 A3A1 39538AAG1 6/19/2008 55.03 1.00000 GPMF 2006-AR5 A3A2 39538AAJ5 6/19/2008 56.22 1.00000 GPMF 2006-AR5 A3B 39538AAK2 6/19/2008 41.77 1.00000 GPMF 2006-AR5 A4 39538AAL0 6/19/2008 40.99 1.00000 GPMF 2006-AR5 2A 39538AAM8 6/19/2008 43.19 0.90246 GPMF 2006-AR5 M1 39538AAN6 6/19/2008 42.59 1.00000 GPMF 2006-AR5 M2 39538AAP1 6/19/2008 24.58 1.00000 GPMF 2006-AR5 M3 39538AAQ9 6/19/2008 22.34 1.00000 GPMF 2006-AR5 M4 39538AAR7 6/19/2008 19.79 1.00000 GPMF 2006-AR5 M5 39538AAS5 6/19/2008 18.00 1.00000 GPMF 2006-AR5 M6 39538AAT3 6/19/2008 17.00 1.00000 GPMF 2006-AR5 M7 39538AAU0 6/19/2008 16.00 1.00000 GPMF 2006-AR5 M8 39538AAV8 6/19/2008 15.00 1.00000 GPMF 2006-AR5 M9 39538AAW6 6/19/2008 14.00 1.00000 GPMF 2006-AR5 M10 39538AAX4 6/19/2008 13.00 1.00000

LXS 2005-5N 1A1 86359DUL9 7/23/2008 69.11 0.35874 LXS 2005-5N 1A2 86359DUM7 7/23/2008 45.58 0.35874 LXS 2005-5N 1A3 86359DUN5 7/23/2008 47.77 0.35874 LXS 2005-5N 2A1 86359DUP0 7/23/2008 77.81 0.40510 LXS 2005-5N 2A2 86359DUQ8 7/23/2008 46.58 0.40510 LXS 2005-5N 3A1A 86359DUR6 7/23/2008 68.10 0.47388 LXS 2005-5N 3A1B 86359DUS4 7/23/2008 66.74 0.47388 LXS 2005-5N 3A2 86359DUT2 7/23/2008 47.16 0.47388 LXS 2005-5N 3A3B 86359DUY1 7/23/2008 82.49 0.56897 LXS 2005-5N 3A3C 86359DUZ8 7/23/2008 46.08 1.00000 LXS 2005-5N M1 86359DUV7 7/23/2008 38.22 1.00000 LXS 2005-5N M2 86359DUW5 7/23/2008 22.58 1.00000 LXS 2005-5N M3 86359DUX3 7/23/2008 10.84 1.00000 LXS 2005-5N M4 86359DVA2 7/23/2008 5.20 1.00000

LXS 2005-6 1A1 525221CT2 2/23/2009 62.58 0.26339 LXS 2005-6 1A3 525221CV7 2/23/2009 95.31 0.35753 LXS 2005-6 1A4 525221CW5 2/23/2009 45.04 1.00000 LXS 2005-6 1A5 525221CX3 2/23/2009 51.14 0.26339 LXS 2005-6 2A1 525221CZ8 2/23/2009 49.28 0.44577 LXS 2005-6 2A2 525221DA2 2/23/2009 32.66 0.44577 LXS 2005-6 M1 525221DB0 2/23/2009 3.36 1.00000 LXS 2005-6 M2 525221DC8 2/23/2009 2.00 1.00000 LXS 2005-6 M3 525221DD6 2/23/2009 0.00 1.00000 LXS 2005-6 3A1 525221DE4 2/23/2009 95.09 0.14169 LXS 2005-6 3A2A 525221DF1 2/23/2009 74.63 1.00000 LXS 2005-6 3A2B 525221DG9 2/23/2009 75.37 1.00000 LXS 2005-6 3A2C 525221DH7 2/23/2009 74.03 1.00000 LXS 2005-6 3A3A 525221DJ3 2/23/2009 34.75 1.00000 LXS 2005-6 3A3B 525221DK0 2/23/2009 27.48 1.00000

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LXS 2005-6 3A4A 525221DL8 2/23/2009 54.77 0.99264 LXS 2005-6 3A4B 525221DM6 2/23/2009 51.24 0.99264 LXS 2005-6 3M1 525221DN4 2/23/2009 5.47 1.00000 LXS 2005-6 3M2 525221DP9 2/23/2009 4.00 1.00000 LXS 2005-6 3M3 525221DQ7 2/23/2009 3.00 1.00000

LXS 2005-7N 1A1A 525221EM5 7/23/2008 68.37 0.51646 LXS 2005-7N 1A1B 525221EN3 7/23/2008 49.95 0.51646 LXS 2005-7N 1A2A 525221EP8 7/23/2008 49.78 0.51646 LXS 2005-7N 1A3 525221EQ6 7/23/2008 66.74 0.51646 LXS 2005-7N 2A1 525221ER4 7/23/2008 67.50 0.57092 LXS 2005-7N 2A2 525221ES2 7/23/2008 66.57 0.57092 LXS 2005-7N 3A1 525221ET0 7/23/2008 54.87 0.36807 LXS 2005-7N 3A2 525221EU7 7/23/2008 53.17 0.36807 LXS 2005-7N M1I 525221EV5 7/23/2008 35.33 1.00000 LXS 2005-7N M2I 525221EW3 7/23/2008 26.80 1.00000 LXS 2005-7N M3I 525221EX1 7/23/2008 20.00 1.00000 LXS 2005-7N M4I 525221EY9 7/23/2008 18.00 1.00000 LXS 2005-7N M5I 525221EZ6 7/23/2008 15.00 1.00000 LXS 2005-7N M6I 525221FA0 7/23/2008 12.00 1.00000 LXS 2005-7N M7I 525221FB8 7/23/2008 9.00 1.00000 LXS 2005-7N M8I 525221FC6 7/23/2008 6.00 1.00000 LXS 2005-7N M1II 525221FD4 7/23/2008 32.35 1.00000 LXS 2005-7N M2II 525221FE2 7/23/2008 31.51 1.00000 LXS 2005-7N M3II 525221FF9 7/23/2008 28.00 1.00000 LXS 2005-7N M4II 525221FG7 7/23/2008 24.00 1.00000 LXS 2005-7N M5II 525221FH5 7/23/2008 20.00 1.00000 LXS 2005-7N M6II 525221FJ1 7/23/2008 16.00 1.00000

LXS 2005-8 1A2 525221DS3 2/23/2009 86.96 0.37534 LXS 2005-8 1A3 525221DT1 2/23/2009 44.58 1.00000 LXS 2005-8 1A4 525221DU8 2/23/2009 51.73 0.27478 LXS 2005-8 1M1 525221DV6 2/23/2009 1.10 1.00000 LXS 2005-8 1M2 525221DW4 2/23/2009 1.84 1.00000 LXS 2005-8 1M3 525221DX2 2/23/2009 0.00 1.00000 LXS 2005-8 1M4 525221DY0 2/23/2009 0.00 1.00000 LXS 2005-8 1M5 525221DZ7 2/23/2009 0.00 1.00000 LXS 2005-8 1M6 525221FK8 2/23/2009 0.00 1.00000 LXS 2005-8 2A1A 525221EA1 2/23/2009 95.31 0.15921 LXS 2005-8 2A1B 525221EB9 2/23/2009 66.59 1.00000 LXS 2005-8 2A2 525221EC7 2/23/2009 69.89 0.40214 LXS 2005-8 2A3 525221ED5 2/23/2009 39.47 1.00000 LXS 2005-8 2A4A 525221EE3 2/23/2009 69.57 0.99219 LXS 2005-8 2A4B 525221EF0 2/23/2009 48.15 0.99219 LXS 2005-8 2M1 525221EG8 2/23/2009 6.58 1.00000 LXS 2005-8 2M2 525221EH6 2/23/2009 6.33 1.00000 LXS 2005-8 2M3 525221EJ2 2/23/2009 5.25 1.00000 LXS 2005-8 2M4 525221EK9 2/23/2009 4.16 1.00000


LXS 2005-8 2M5 525221EL7 2/23/2009 2.98 1.00000 LXS 2005-8 2M6 525221FL6 2/23/2009 0.94 1.00000

LXS 2006-2N 1A1 525221HA8 7/23/2008 65.08 0.55441 LXS 2006-2N 1A2 525221HB6 7/23/2008 42.77 0.55441 LXS 2006-2N 1A3 525221HC4 7/23/2008 40.72 0.55441 LXS 2006-2N 2A1 525221HD2 7/23/2008 64.87 0.51940 LXS 2006-2N 2A2A 525221HE0 7/23/2008 51.08 0.51940 LXS 2006-2N 2A2B 525221HF7 7/23/2008 31.15 0.51940 LXS 2006-2N M1 525221HG5 7/23/2008 27.87 1.00000 LXS 2006-2N M2 525221HH3 7/23/2008 24.42 1.00000 LXS 2006-2N M3 525221HJ9 7/23/2008 21.54 1.00000 LXS 2006-2N M4 525221HK6 7/23/2008 18.00 1.00000 LXS 2006-2N M5 525221HL4 7/23/2008 15.00 1.00000 LXS 2006-2N M6 525221HM2 7/23/2008 12.00 1.00000 LXS 2006-2N M7 525221HN0 7/23/2008 9.00 1.00000 LXS 2006-2N M8 525221HP5 7/23/2008 6.00 1.00000

LXS 2006-14N 1A1A 52522CAA1 6/19/2008 90.00 0.82874 LXS 2006-14N 1A1B 52522CAB9 6/19/2008 73.95 0.82874 LXS 2006-14N 1A2 52522CAC7 6/19/2008 57.48 0.82874 LXS 2006-14N 1A3 52522CAD5 6/19/2008 43.39 0.82874 LXS 2006-14N 2A 52522CAE3 6/19/2008 43.23 0.72305 LXS 2006-14N 3A2 52522CAG8 6/19/2008 77.48 0.54634 LXS 2006-14N M1I 52522CAK9 6/19/2008 40.09 1.00000 LXS 2006-14N M2I 52522CAL7 6/19/2008 28.33 1.00000 LXS 2006-14N M3I 52522CAM5 6/19/2008 25.00 1.00000 LXS 2006-14N M4I 52522CAN3 6/19/2008 22.00 1.00000 LXS 2006-14N M5I 52522CAP8 6/19/2008 19.00 1.00000 LXS 2006-14N M6I 52522CAQ6 6/19/2008 16.00 1.00000 LXS 2006-14N M7I 52522CAR4 6/19/2008 13.00 1.00000 LXS 2006-14N M8I 52522CAS2 6/19/2008 10.00 1.00000 LXS 2006-14N M9I 52522CAT0 6/19/2008 7.00 1.00000 LXS 2006-14N M1II 52522CAU7 6/19/2008 81.72 1.00000 LXS 2006-14N M2II 52522CAV5 6/19/2008 77.13 1.00000 LXS 2006-14N M3II 52522CAW3 6/19/2008 72.00 1.00000 LXS 2006-14N M4II 52522CAX1 6/19/2008 67.00 1.00000 LXS 2006-14N M5II 52522CAY9 6/19/2008 62.00 1.00000 LXS 2006-14N M6II 52522CAZ6 6/19/2008 57.00 1.00000

LXS 2006 - 16N A1A 52522DAA9 7/23/2008 95.28 0.47960 LXS 2006 - 16N A1B 52522DAB7 7/23/2008 92.67 0.47960 LXS 2006 - 16N A2A 52522DAD3 7/23/2008 40.37 1.00000 LXS 2006 - 16N A2B 52522DAE1 7/23/2008 30.34 1.00000 LXS 2006 - 16N A31 52522DAL5 7/23/2008 26.30 1.00000 LXS 2006 - 16N A321 52522DAG6 7/23/2008 39.36 1.00000 LXS 2006 - 16N A322 52522DAH4 7/23/2008 33.83 1.00000 LXS 2006 - 16N A32B 52522DAJ0 7/23/2008 26.40 1.00000


LXS 2006 - 16N A4A 52522DAM3 7/23/2008 65.62 0.78910 LXS 2006 - 16N A4B 52522DAN1 7/23/2008 41.62 0.78910 LXS 2006 - 16N A4C 52522DAP6 7/23/2008 31.49 0.78910 LXS 2006 - 16N 2A 52522DAQ4 7/23/2008 39.03 0.72689 LXS 2006 - 16N M1 52522DAR2 7/23/2008 26.57 1.00000 LXS 2006 - 16N M2 52522DAS0 7/23/2008 10.64 1.00000 LXS 2006 - 16N M3 52522DAT8 7/23/2008 15.18 1.00000 LXS 2006 - 16N M4 52522DAU5 7/23/2008 9.00 1.00000 LXS 2006 - 16N M5 52522DAV3 7/23/2008 8.00 1.00000 LXS 2006 - 16N M6 52522DAW1 7/23/2008 7.00 1.00000 LXS 2006 - 16N M7 52522DAX9 7/23/2008 6.00 1.00000 LXS 2006 - 16N M8 52522DAY7 7/23/2008 5.00 1.00000 LXS 2006 - 16N M9 52522DAZ4 7/23/2008 4.00 1.00000

LXS 2006-GP2 1A1A 525227AA2 2/23/2009 94.06 0.26550 LXS 2006-GP2 1A1B 525227AB0 2/23/2009 93.60 0.26550 LXS 2006-GP2 1A2A 525227AC8 2/23/2009 49.56 1.00000 LXS 2006-GP2 1A2B 525227AD6 2/23/2009 41.96 1.00000 LXS 2006-GP2 1A3A 525227AE4 2/23/2009 24.36 1.00000 LXS 2006-GP2 1A3B 525227AF1 2/23/2009 6.03 1.00000 LXS 2006-GP2 1A4 525227AG9 2/23/2009 7.25 1.00000 LXS 2006-GP2 1A5A 525227AH7 2/23/2009 41.74 0.65477 LXS 2006-GP2 1A5B 525227AJ3 2/23/2009 17.17 0.65477 LXS 2006-GP2 2A1 525227AK0 2/23/2009 39.17 0.70134 LXS 2006-GP2 2A2 525227AL8 2/23/2009 16.43 0.70134 LXS 2006-GP2 3A1 525227AM6 2/23/2009 41.32 0.67690 LXS 2006-GP2 3A2 525227AN4 2/23/2009 22.78 0.67690 LXS 2006-GP2 3A3 525227AP9 2/23/2009 16.43 0.67690 LXS 2006-GP2 M1 525227AQ7 2/23/2009 2.90 1.00000 LXS 2006-GP2 M2 525227AR5 2/23/2009 2.44 1.00000 LXS 2006-GP2 M3 525227AS3 2/23/2009 1.94 1.00000 LXS 2006-GP2 M4 525227AT1 2/23/2009 2.01 1.00000 LXS 2006-GP2 M5 525227AU8 2/23/2009 2.08 1.00000 LXS 2006-GP2 M6 525227AV6 2/23/2009 0.00 1.00000 LXS 2006-GP2 M7 525227AW4 2/23/2009 0.00 1.00000 LXS 2006-GP2 M8 525227AX2 2/23/2009 0.00 1.00000 LXS 2006-GP2 M9 525227BB9 2/23/2009 0.00 0.00000 LXS 2006-GP2 M10 525227BC7 2/23/2009 0.00 1.00000 LXS 2006-GP2 M11 525227BD5 2/23/2009 0.00 1.00000

SARM 2006 - 1 1A1 863579N79 2/23/2009 72.21 0.65679 SARM 2006 - 1 1A2 863579N87 2/23/2009 29.37 0.65679 SARM 2006 - 1 2A1 863579N95 2/23/2009 52.65 0.69464 SARM 2006 - 1 2A2 863579P28 2/23/2009 54.72 0.69464 SARM 2006 - 1 2A3 863579P36 2/23/2009 24.71 0.69464 SARM 2006 - 1 3A1 863579P51 2/23/2009 48.08 0.62301 SARM 2006 - 1 3A2 863579P69 2/23/2009 30.89 0.62301 SARM 2006 - 1 4A 863579P77 2/23/2009 55.46 0.58306

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SARM 2006 - 1 5A1 863579P85 2/23/2009 75.61 0.54009 SARM 2006 - 1 5A2 863579P93 2/23/2009 68.29 1.00000 SARM 2006 - 1 5A3 863579Q27 2/23/2009 39.13 0.68530 SARM 2006 - 1 6A1 863579Q43 2/23/2009 55.05 0.54953 SARM 2006 - 1 6A2 863579Q50 2/23/2009 20.57 0.54953 SARM 2006 - 1 7A1 863579Q68 2/23/2009 70.60 0.56270 SARM 2006 - 1 7A2 863579Q76 2/23/2009 30.35 1.00000 SARM 2006 - 1 7A3 863579Q84 2/23/2009 62.35 0.60533 SARM 2006 - 1 7A4 863579Q92 2/23/2009 41.70 1.00000 SARM 2006 - 1 7A5 863579R26 2/23/2009 27.94 0.70400 SARM 2006 - 1 8A1 863579R42 2/23/2009 53.32 0.61584 SARM 2006 - 1 8A2 863579R59 2/23/2009 27.92 0.61584 SARM 2006 - 1 B1I 863579R67 2/23/2009 26.84 0.99667 SARM 2006 - 1 B2I 863579R75 2/23/2009 20.00 0.99667 SARM 2006 - 1 B3I 863579R83 2/23/2009 15.00 0.99667 SARM 2006 - 1 B4I 863579R91 2/23/2009 10.00 0.99667 SARM 2006 - 1 B5I 863579S25 2/23/2009 0.00 0.99687 SARM 2006 - 1 B6I 863579S33 2/23/2009 0.00 0.99708

SARM 2006 - 4 1A1 86360BAA6 2/23/2009 66.53 0.69807 SARM 2006 - 4 1A2 86360BAB4 2/23/2009 23.50 0.69807 SARM 2006 - 4 2A1 86360BAC2 2/23/2009 53.81 0.62145 SARM 2006 - 4 2A2 86360BAD0 2/23/2009 25.76 0.62145 SARM 2006 - 4 3A1 86360BAE8 2/23/2009 55.54 0.67649 SARM 2006 - 4 3A2 86360BAF5 2/23/2009 28.70 0.67649 SARM 2006 - 4 4A1 86360BAG3 2/23/2009 56.45 0.65478 SARM 2006 - 4 4A2 86360BAH1 2/23/2009 27.88 0.65478 SARM 2006 - 4 5A1 86360BAJ7 2/23/2009 53.17 0.74456 SARM 2006 - 4 5A2 86360BAK4 2/23/2009 27.68 0.74456 SARM 2006 - 4 6A 86360BAL2 2/23/2009 55.58 0.75227 SARM 2006 - 4 7A1 86360BAM0 2/23/2009 79.13 0.78456 SARM 2006 - 4 7A2 86360BAN8 2/23/2009 57.85 1.00000 SARM 2006 - 4 7A3 86360BAP3 2/23/2009 43.00 1.00000 SARM 2006 - 4 7A4 86360BAQ1 2/23/2009 23.01 1.00000 SARM 2006 - 4 B11 86360BAR9 2/23/2009 4.10 0.99709 SARM 2006 - 4 B21 86360BAS7 2/23/2009 2.00 0.99709 SARM 2006 - 4 B31 86360BAT5 2/23/2009 0.00 0.99737 SARM 2006 - 4 B41 86360BAU2 2/23/2009 0.00 0.99737 SARM 2006 - 4 B12 86360BAV0 2/23/2009 15.00 0.99425 SARM 2006 - 4 B22 86360BAW8 2/23/2009 12.00 0.99425 SARM 2006 - 4 B32 86360BAX6 2/23/2009 9.00 0.99425 SARM 2006 - 4 B42 86360BAY4 2/23/2009 6.00 0.99425 SARM 2006 - 4 B52 86360BAZ1 2/23/2009 3.00 0.99425 SARM 2006 - 4 B62 86360BBA5 2/23/2009 1.00 0.99425

SARM 2007 - 6 1A1 86364CAA0 6/19/2008 62.49 0.90449 SARM 2007 - 6 1A2 86364CAB8 6/19/2008 44.04 0.90449 SARM 2007 - 6 2A1 86364CAC6 6/19/2008 62.49 0.88408

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SARM 2007 - 6 2A2 86364CAD4 6/19/2008 44.04 0.88408 SARM 2007 - 6 2A3 86364CAE2 6/19/2008 31.04 0.88408 SARM 2007 - 6 3A1 86364CAF9 6/19/2008 86.62 0.93673 SARM 2007 - 6 3A2 86364CAG7 6/19/2008 61.05 0.93673 SARM 2007 - 6 M1 86364CAH5 6/19/2008 21.00 1.00000 SARM 2007 - 6 M2 86364CAJ1 6/19/2008 18.00 1.00000 SARM 2007 - 6 M3 86364CAK8 6/19/2008 15.00 1.00000 SARM 2007 - 6 M4 86364CAL6 6/19/2008 12.00 1.00000 SARM 2007 - 6 M5 86364CAM4 6/19/2008 9.00 1.00000 SARM 2007 - 6 M6 86364CAN2 6/19/2008 6.00 1.00000 SARM 2007 - 6 M7 86364CAP7 6/19/2008 4.00 1.00000 SARM 2007 - 6 M8 86364CBA9 6/19/2008 2.00 1.00000 SARM 2007 - 6 3B1 86364CAQ5 6/19/2008 30.00 0.99933 SARM 2007 - 6 3B2 86364CAR3 6/19/2008 20.00 0.99933 SARM 2007 - 6 3B3 86364CAS1 6/19/2008 10.00 0.99933

SASC 2007 - BC1 A1 86362PAA3 6/19/2008 89.90 0.77881 SASC 2007 - BC1 A2 86362PAB1 6/19/2008 96.91 0.64979 SASC 2007 - BC1 A3 86362PAC9 6/19/2008 89.20 1.00000 SASC 2007 - BC1 A4 86362PAD7 6/19/2008 71.60 1.00000 SASC 2007 - BC1 A5 86362PAE5 6/19/2008 60.18 1.00000 SASC 2007 - BC1 A6 86362PAF2 6/19/2008 82.98 0.77881 SASC 2007 - BC1 M1 86362PAG0 6/19/2008 20.79 1.00000 SASC 2007 - BC1 M2 86362PAH8 6/19/2008 11.61 1.00000 SASC 2007 - BC1 M3 86362PAJ4 6/19/2008 10.79 1.00000 SASC 2007 - BC1 M4 86362PAK1 6/19/2008 10.14 1.00000 SASC 2007 - BC1 M5 86362PAL9 6/19/2008 9.13 1.00000 SASC 2007 - BC1 M6 86362PAM7 6/19/2008 8.87 1.00000 SASC 2007 - BC1 M7 86362PAN5 6/19/2008 9.05 1.00000 SASC 2007 - BC1 M8 86362PAP0 6/19/2008 8.67 1.00000 SASC 2007 - BC1 M9 86362PAQ8 6/19/2008 8.50 1.00000

SASC 2007 - EQ1 A1 86363HAA0 6/19/2008 86.47 0.82526 SASC 2007 - EQ1 A2 86363HAB8 6/19/2008 94.04 0.79616 SASC 2007 - EQ1 A3 86363HAC6 6/19/2008 84.42 1.00000 SASC 2007 - EQ1 A4 86363HAD4 6/19/2008 55.20 1.00000 SASC 2007 - EQ1 A5 86363HAE2 6/19/2008 52.73 1.00000 SASC 2007 - EQ1 M1 86363HAF9 6/19/2008 20.11 1.00000 SASC 2007 - EQ1 M2 86363HAG7 6/19/2008 12.37 1.00000 SASC 2007 - EQ1 M3 86363HAH5 6/19/2008 9.22 1.00000 SASC 2007 - EQ1 M4 86363HAJ1 6/19/2008 9.64 1.00000 SASC 2007 - EQ1 M5 86363HAK8 6/19/2008 8.99 1.00000 SASC 2007 - EQ1 M6 86363HAL6 6/19/2008 7.93 1.00000 SASC 2007 - EQ1 M7 86363HAM4 6/19/2008 7.27 1.00000 SASC 2007 - EQ1 M8 86363HAN2 6/19/2008 6.34 1.00000 SASC 2007 - EQ1 M9 86363HAP7 6/19/2008 5.50 1.00000

SASC 2007 - OSI A1 863619AA0 6/19/2008 80.20 0.84832

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SASC 2007 - OSI A2 863619AB8 6/19/2008 90.84 0.78052 SASC 2007 - OSI A3 863619AC6 6/19/2008 78.36 1.00000 SASC 2007 - OSI A4 863619AD4 6/19/2008 55.28 1.00000 SASC 2007 - OSI A5 863619AE2 6/19/2008 55.67 1.00000 SASC 2007 - OSI M1 863619AF9 6/19/2008 22.16 1.00000 SASC 2007 - OSI M2 863619AG7 6/19/2008 15.32 1.00000 SASC 2007 - OSI M3 863619AH5 6/19/2008 9.47 1.00000 SASC 2007 - OSI M4 863619AJ1 6/19/2008 8.44 1.00000 SASC 2007 - OSI M5 863619AK8 6/19/2008 8.07 1.00000 SASC 2007 - OSI M6 863619AL6 6/19/2008 8.21 1.00000 SASC 2007 - OSI M7 863619AM4 6/19/2008 8.18 1.00000 SASC 2007 - OSI M8 863619AN2 6/19/2008 7.84 1.00000 SASC 2007 - OSI M9 863619AP7 6/19/2008 7.50 1.00000 SASC 2007 - OSI M10 863619AQ5 6/19/2008 7.25 1.00000

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In re: Lehman Brothers Securities and ERISA Litigation 08-CV...

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Transcript of In re: Lehman Brothers Securities and ERISA Litigation 08-CV...