UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW … · 2020-03-25 · Fund to Authorized...

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

ALASKA ELECTRICAL PENSION FUND; GENESEE COUNTY EMPLOYEES’ RETIREMENT SYSTEM; COUNTY OF MONTGOMERY, PENNSYLVANIA; COUNTY OF WASHINGTON, PENNSYLVANIA; and CITY OF NEW BRITAIN, CONNECTICUT, on behalf of themselves and all others similarly situated,

Plaintiffs,

vs.

BANK OF AMERICA CORPORATION; BARCLAYS BANK PLC; B.N.P. PARIBAS SA; CITIGROUP INC.; CREDIT SUISSE AG, NEW YORK BRANCH; DEUTSCHE BANK AG; THE GOLDMAN SACHS GROUP, INC.; HSBC BANK PLC; ICAP CAPITAL MARKETS LLC; JPMORGAN CHASE & CO.; MORGAN STANLEY & CO. LLC; NOMURA SECURITIES INTERNATIONAL, INC.; ROYAL BANK OF SCOTLAND PLC; UBS AG; and WELLS FARGO BANK, N.A.,

Defendants.

Case Nos.: 14-cv-7126 (JMF)

14-cv-7907 (JMF) 14-cv-8342 (JMF) 14-cv-8365 (JMF) 14-cv-8576 (JMF)

Hon. Jesse M. Furman

DECLARATION OF CHRISTOPHER M. BURKE IN SUPPORT OF PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENTS WITH BANK OF AMERICA, N.A.; BARCLAYS BANK PLC; CITIGROUP INC.;

CREDIT SUISSE AG, NEW YORK BRANCH; DEUTSCHE BANK AG; JPMORGAN CHASE & CO. LLC; AND ROYAL BANK OF SCOTLAND, PLC

Case 1:14-cv-07126-JMF Document 222 Filed 05/03/16 of 3

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Pursuant to 28 U.S.C. §1746, I, Christopher M. Burke, declare under penalty of perjury

that the following is true to the best of my knowledge and belief:

1. I am a partner in the law firm of Scott+Scott, Attorneys at Law, LLP. I am one of

Lead Counsel for Plaintiffs. I make this declaration in support of Plaintiffs’ Motion for

Preliminary Approval of Settlement Agreements with Bank of America, N.A.; Barclays Bank

PLC; Citigroup Inc.; Credit Suisse AG, New York Branch; Deutsche Bank AG; JPMorgan Chase

& Co. LLC; and Royal Bank of Scotland, PLC.

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

Exhibit 1 Stipulation and Agreement of Settlement with Bank of America, N.A.; Exhibit 2 Stipulation and Agreement of Settlement with Barclays Bank PLC; Exhibit 3 Stipulation and Agreement of Settlement with Citigroup Inc.; Exhibit 4 Stipulation and Agreement of Settlement with Credit Suisse AG, New

York Branch; Exhibit 5 Stipulation and Agreement of Settlement with Deutsche Bank AG; Exhibit 6 Stipulation and Agreement of Settlement with JPMorgan Chase & Co.;

and Exhibit 7 Stipulation and Agreement of Settlement with Royal Bank of Scotland

PLC.

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

forgoing is true and correct. Executed on May 3, 2016.

s/ Christopher M. Burke Christopher M. Burke


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CERTIFICATE OF SERVICE

I hereby certify that on May 3, 2016, I caused the foregoing to be electronically filed with

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

the email addresses denoted on the Electronic Mail Notice List. /s/ Christopher M. Burke Christopher M. Burke SCOTT+SCOTT, ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: 619-233-4565 Facsimile: 619-233-0508 Email: [email protected]


EXHIBIT 1

Case 1:14-cv-07126-JMF Document 222-1 Filed 05/03/16 Page 1 of 59




Plaintiffs,

vs.


Defendants.



STIPULATION AND AGREEMENT OF SETTLEMENT WITH BANK OF AMERICA, N.A.



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TABLE OF CONTENTS

Page

I. PLAINTIFFS’ CLAIMS AND BENEFITS OF SETTLEMENT ........................................1

II. BOFA’S DENIALS OF WRONGDOING AND LIABILITY ............................................2

III. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT ...........................2

1. Definitions................................................................................................................2

2. CAFA Notice .........................................................................................................11

3. The Settlement .......................................................................................................11

A. The Settlement Fund ..................................................................................11

B. The Escrow Agent......................................................................................12

4. Taxes ....................................................................................................................13

5. Refund Upon Termination of Settlement ...............................................................15

6. Preliminary Approval Order and Settlement Hearing ...........................................15

7. Releases..................................................................................................................16

8. Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund ................................................................18

9. Plaintiffs’ Counsel’s Attorneys’ Fees, Costs, Charges and Expenses ...................22

10. Conditions of Settlement and Effect of Disapproval, Cancellation, or Termination ............................................................................................................23

11. Confirmatory Discovery ........................................................................................28

12. Miscellaneous Provisions.......................................................................................31


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This Stipulation and Agreement of Settlement (the “Stipulation” or the “Settlement

Agreement”), dated April 18, 2016 (the “Execution Date”), submitted pursuant to Rule 23 of the

Federal Rules of Civil Procedure and Rule 408 of the Federal Rules of Evidence, embodies a

settlement (the “Settlement”) made and entered into by and among: (i) Alaska Electrical Pension

Fund; County of Beaver, Pennsylvania; City of New Britain, Connecticut; Genesee County

Employees’ Retirement System; County of Montgomery, Pennsylvania; and County of

Washington, Pennsylvania (collectively, “Plaintiffs”) for themselves and on behalf of each

Settlement Class Member, on the one hand, and (ii) Bank of America, N.A. on the other hand, by

and through their counsel of record in the above-captioned litigation pending in the United States

District Court for the Southern District of New York and any other actions that may be

transferred or consolidated into this litigation (the “Action”). This Stipulation is intended by the

parties to fully, finally, and forever resolve, discharge, and settle the Released Claims upon and

subject to the terms and conditions hereof and subject to the approval of the Court. Throughout

this Stipulation, all capitalized terms used, but not immediately defined, have the meanings given

to them in Section III.1 below.

I. PLAINTIFFS’ CLAIMS AND BENEFITS OF SETTLEMENT

Lead Counsel believe Plaintiffs’ claims asserted in the Action have merit. However,

Lead Counsel recognize and acknowledge the expense and length of continued proceedings

necessary to prosecute the Action against BofA through trial. Lead Counsel also have taken into

account the uncertain outcome and risks of further litigation, especially in complex matters such

as this Action. Lead Counsel also are aware of the risks presented by the defenses asserted in the

motion to dismiss briefing. Lead Counsel believe that the Settlement set forth in this Stipulation

confers substantial benefits upon the Settlement Class in light of the circumstances present here.

Based on their evaluation, Lead Counsel have determined that the Settlement set forth in this


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Stipulation is in the best interests of Plaintiffs and the Settlement Class, and is fair, reasonable,

and adequate.

II. BOFA’S DENIALS OF WRONGDOING AND LIABILITY

BofA has consistently denied and continues to deny that it has violated any laws and

maintains that its conduct was at all times proper and in compliance with all applicable

provisions of law in all material respects. BofA has denied and continues to deny specifically

each and all of the claims and contentions of wrongful conduct alleged in the Action, along with

all charges of wrongdoing or liability against it arising out of any of the conduct alleged, or that

could have been alleged, in the Action.

III. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

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

Plaintiffs, on the one hand, and BofA, on the other hand, by and through their respective counsel

of record, that, subject to the approval of the Court pursuant to Rule 23(e) of the Federal Rules of

Civil Procedure, in consideration of the benefits flowing to the parties from the Settlement set

forth herein, the Released Claims shall be finally and fully compromised, settled, and released as

to all Released Parties, and the Action shall be settled, compromised, and dismissed with

prejudice as to the Released BofA Parties, without costs, except as stated herein, and releases

extended as set forth in this Settlement Agreement, upon and subject to the terms and conditions

of the Stipulation, as follows.

1. Definitions

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

1.1 “BofA,” “Released BofA Parties,” or “Releasing BofA Parties” mean Bank of

America, N.A. and each of its respective past or present direct and indirect parents (including

holding companies), subsidiaries, affiliates, associates (all as defined in SEC Rule 12b-2


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promulgated pursuant to the Securities Exchange Act of 1934), divisions, joint ventures,

predecessors, successors, agents, attorneys, legal or other representatives, insurers (including

reinsurers and co-insurers), assigns, assignees, and current and former employees, officers, and

directors of any other of the foregoing entities.

1.2 “Additional Settling Defendants” is defined in Paragraph 10.4(a).

1.3 “Amended Complaint” means the Consolidated Amended Class Action

Complaint, dated February 12, 2015, filed in this Action.

1.4 “Authorized Claimant” means any Settlement Class Member who submits a

timely and valid Proof of Claim and Release Form and whose claim for recovery has been

allowed pursuant to the terms of the Stipulation.

1.5 “Bar Date” is defined in Paragraph 8.6.

1.6 “CFTC Order” means the Order Instituting Proceedings Pursuant to Sections 6(c)

and 6(d) of the Commodity Exchange Act, Making Findings, and Imposing Remedial Sanctions,

In re: Barclays PLC, Barclays Bank PLC and Barclays Capital Inc., CFTC Docket No. 15-25__

(May 20, 2015).

1.7 “Claims Administrator” means a qualified administrator selected by Lead

Counsel, and consented to by BofA, which shall not unreasonably withhold such consent.

1.8 “Class Notice and Administration Expenses” means the fees and expenses

reasonably and actually incurred in connection with providing notice, locating Settlement Class

Members, assisting with the filing of claims, administering and distributing the Net Settlement

Fund to Authorized Claimants, processing Proof of Claim and Release Forms, and paying

escrow fees and costs, if any.

1.9 “Counterparty Lists” is defined in Paragraph 8.2.


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1.10 “Court” means the United States District Court for the Southern District of New

York.

1.11 “Defendants” means any and all parties named as defendants in the Amended

Complaint and/or in any further amended complaint or pleading filed in this Action.

1.12 “Effective Date” means the first date by which all of the events and conditions

specified in Paragraph 10.1 of the Stipulation have been met and have occurred.

1.13 “Employee Benefit Plan” means any employee benefit plan within the meaning of

Section 3 of the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq.

(2014).

1.14 “Escrow Account” means the account controlled by the Escrow Agent into which

the Settlement Amount shall be deposited by or on behalf of BofA.

1.15 “Escrow Agent” means a qualified escrow agent selected by Lead Counsel, and

consented to by BofA, which shall not unreasonably withhold such consent.

1.16 “Fee and Expense Application” is defined in Paragraph 9.1.

1.17 “Fee and Expense Award” is defined in Paragraph 9.1.

1.18 “Final” means when the last of the following with respect to the judgment

approving the Settlement shall occur: (i) the expiration of the time to file a motion to alter or

amend the judgment under Federal Rule of Civil Procedure 59(e) has passed without any such

motion having been filed; (ii) the expiration of the time in which to appeal the judgment has

passed without any appeal having been taken, which date shall be deemed to be thirty (30) days

following the entry of the judgment, unless the date to take such an appeal shall have been

extended by Court order or otherwise, or unless the 30th day falls on a weekend or a Court

holiday, in which case the date for purposes of this Stipulation shall be deemed to be the next


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business day after such 30th day; and (iii) if a motion to alter or amend is filed under Federal

Rule of Civil Procedure 59(e) or if an appeal is taken, immediately after the determination of that

motion or appeal so that it is no longer subject to any further judicial review or appeal

whatsoever, whether by reason of affirmance by a court of last resort, lapse of time, voluntary

dismissal of the appeal or otherwise, and in such a manner as to permit the consummation of the

Settlement substantially in accordance with the terms and conditions of this Stipulation. For

purposes of this paragraph, an “appeal” shall include any petition for a writ of certiorari or other

writ that may be filed in connection with approval or disapproval of this Settlement, but shall not

include any appeal that concerns only the issue of attorneys’ fees and expenses, any service

awards to Plaintiffs, or any Plan of Allocation of the Net Settlement Fund.

1.19 “Investment Vehicles” means any investment company or pooled investment

fund, including, but not limited to: (i) mutual fund families, exchange-traded funds, fund of

funds and hedge funds, in which a Defendant has or may have a direct or indirect interest, or as

to which its affiliates may act as an investment advisor, but of which a Defendant or its

respective affiliates is not a majority owner or does not hold a majority beneficial interest, and

(ii) any Employee Benefit Plan as to which a Defendant or its affiliates acts as an investment

advisor or otherwise may be a fiduciary.

1.20 “ISDAfix Benchmark Rates” means any and all tenors of USD ISDAfix,

including any and all USD ISDAfix rates and USD ISDAfix spreads, and any and all “reference

rates” distributed as part of the USD ISDAfix submission process.

1.21 “ISDAfix Instrument” means (i) any and all interest rate derivatives, including but

not limited to any and all swaps, swap spreads, swap futures, and swaptions, denominated in

USD or related to USD interest rates, and (ii) any financial instrument, product, or transaction


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related in any way to any ISDAfix Benchmark Rates, including but not limited to any and all

instruments, products, or transactions that reference ISDAfix Benchmark Rates and any and all

instruments, products, or transactions that are relevant to the determination or calculation of

ISDAfix Benchmark Rates.

1.22 “Judgment and Order of Dismissal” means the judgment and order of dismissal

with prejudice to be rendered by the Court upon approval of the Settlement, in substantially the

form of Exhibit B attached hereto, or such other substantially similar form agreed to by the

Settling Parties.

1.23 “Lead Counsel” means Robbins Geller Rudman & Dowd LLP, Scott+Scott,

Attorneys at Law, LLP, and Quinn Emanuel Urquhart & Sullivan, LLP.

1.24 “Materiality Threshold” is defined in Paragraph 10.4(a).

1.25 “Mediator” is defined in Paragraph 10.4(a).

1.26 “Net Settlement Fund” means the Settlement Fund less: (i) the amount of the Fee

and Expense Award and any Plaintiffs’ Service Award, if requested, and to the extent allowed by

the Court; (ii) Class Notice and Administration Expenses; (iii) Taxes and Tax Expenses; and

(iv) any other fees or expenses approved by the Court.

1.27 “Notice” means the Notice of Pendency and Proposed Settlement of Class Action

to be sent to Settlement Class Members, as approved by the Court.

1.28 “Opt-Outs” is defined in Paragraph 10.4.

1.29 “Other Settlements” is defined in Paragraph 12.18.

1.30 “Person” means a natural person, individual, corporation, partnership, limited

partnership, association, pension fund, mutual fund, joint stock company, estate, legal

representative, trust, unincorporated association, government or any political subdivision or


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agency thereof, any business or legal entity and his, her or its spouses, heirs, predecessors,

successors, representatives, beneficiaries, trustees, or assignees, and any other entity on behalf of

whom the person has a legal right to make or release a claim.

1.31 “Plaintiffs” means Alaska Electrical Pension Fund; County of Beaver,

Pennsylvania; City of New Britain, Connecticut; Genesee County Employees’ Retirement

System; County of Montgomery, Pennsylvania; and County of Washington, Pennsylvania.

1.32 “Plaintiffs’ Counsel” means Lead Counsel and any counsel who appeared on

behalf of Plaintiffs in the Action.

1.33 “Plaintiffs’ Service Award” is defined in Paragraph 9.2.

1.34 “Plaintiffs’ Service Award Application” is defined in Paragraph 9.2.

1.35 “Plan of Allocation” means a plan or formula of allocation of the Net Settlement

Fund pursuant to which the Net Settlement Fund shall be distributed to Authorized Claimants.

Any Plan of Allocation is not part of the Stipulation, and the Released BofA Parties shall have no

responsibility or liability with respect to the Plan of Allocation.

1.36 “Preliminary Approval Order” means the order in substantially the form of

Exhibit A attached hereto, or such other substantially similar form agreed to by the Settling

Parties.

1.37 “Proof of Claim and Release Form” means the form as eventually approved by

the Court for such use.

1.38 “Released Claims” means the Released Class Claims and the Released

Defendants’ Claims.

1.39 “Released Class Claims” shall be any and all manner of claims, including

Unknown Claims, causes of action, cross-claims, counter-claims, charges, liabilities, demands,


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judgments, suits, obligations, debts, setoffs, rights of recovery, or liabilities for any obligations

of any kind whatsoever (however denominated), whether class or individual, in law or equity or

arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for

fees, costs, penalties, fines, debts, expenses, attorneys’ fees, and damages, whenever incurred,

and liabilities of any nature whatsoever (including joint and several), known or unknown,

suspected or unsuspected, asserted or unasserted, which the Releasing Class Parties ever had,

now have, or hereafter can, shall or may have, representatively, derivatively, or in any other

capacity, against the Released BofA Parties, arising from or relating to the factual predicate of

the Action, including without limitation: (i) any and all conduct related to the setting,

submission, or alleged manipulation of ISDAfix Benchmark Rates; (ii) any purported

conspiracy, collusion, racketeering activity, or other improper conduct regarding ISDAfix

Benchmark Rates; (iii) any and all conduct related to the setting, submission, or alleged

manipulation of ISDAfix Benchmark Rates described in the CFTC Order or of the type described

in the CFTC Order; (iv) any bidding, offering or trading by or on behalf of a Released BofA

Party in any product, including but not limited to interest rate swaps, swap spreads, swap futures,

swaptions, Eurodollar futures, and U.S. Treasuries, that was intended to, or was reportedly or

allegedly intended to, impact ISDAfix Benchmark Rates; and (v) the sharing or exchange of

customer information or confidential information, including but not limited to customer identity,

trading patterns, net positions, or orders, with respect to interest rate swaps or swaptions based

on an ISDAfix Benchmark Rate between a Released BofA Party and any other Person or entity

through voice, telephone, chat rooms, instant messages, e-mail, or other means. For the sake of

clarity, the forgoing release: (a) does not release general commercial disputes about ISDAfix

Instruments that are not based on the factual predicate of the Action; (b) does not release claims


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relating to the enforcement of the Settlement; and (c) does not release claims arising out of acts

of manipulation that were allegedly undertaken solely for reasons other than to impact ISDAfix

Benchmark Rates such as, without limitation, acts allegedly done to manipulate the market for

U.S. Treasuries around Treasury auctions.

1.40 “Released Class Parties” and “Releasing Class Parties” means each of the

Plaintiffs and upon certification of a settlement class, each Settlement Class Member.

1.41 “Released Defendants’ Claims” means any and all manner of claims, including

Unknown Claims, that arise out of or relate in any way to the Releasing Class Parties’ or Lead

Counsel’s institution, prosecution, or settlement of the claims, except for claims relating to the

enforcement of the Settlement.

1.42 “Released Parties” means Released BofA Parties and Released Class Parties.

1.43 “Releasing Parties” means the Releasing BofA Parties and the Releasing Class

Parties.

1.44 “Request for Exclusion” is defined in Paragraph 10.4(a).

1.45 “Settlement Amount” means fifty million USD ($50,000,000) in cash.

1.46 “Settlement Class” means all Persons or entities who entered into, received or

made payments on, terminated, transacted in, or held an ISDAfix Instrument during the

Settlement Class Period. Excluded from the Settlement Class are Defendants and their

employees, affiliates, parents, subsidiaries, and co-conspirators, should any exist, whether or not

named in the Amended Complaint, and the United States Government, and all of the Released

BofA Parties, provided, however, that Investment Vehicles shall not be excluded from the

definition of the Settlement Class.


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1.47 “Settlement Class Member” means a Person who falls within the definition of the

Settlement Class and has not timely and validly excluded himself, herself, or itself in accordance

with the procedures established by the Court.

1.48 “Settlement Class Period” means the period January 1, 2006 through January 31,

2014.

1.49 “Settlement Fund” means the Settlement Amount, together with all interest and

income earned thereon after being transferred to the Escrow Account.

1.50 “Settlement Hearing” is defined in Paragraph 6.3.

1.51 “Settling Parties” means Plaintiffs and BofA.

1.52 “Summary Notice” means the summary notice form as eventually approved by

the Court.

1.53 “Taxes” is defined in Paragraph 4.3.

1.54 “Tax Expenses” is defined in Paragraph 4.3.

1.55 “Termination Notice” is defined in Paragraph 10.2.

1.56 “Unknown Claims” means any and all Released Claims against the Released

Parties which Releasing Parties do not know or suspect to exist in his, her, or its favor as of the

Effective Date, which if known by the Releasing Parties or Released Parties might have affected

his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released

Claims, the parties stipulate and agree that, by operation of the Judgment and Order of Dismissal,

upon the Effective Date, Releasing and Released Parties shall have expressly waived, and each

Settlement Class Member shall be deemed to have waived and by operation of the Judgment and

Order of Dismissal shall have expressly waived, the provisions, rights, and benefits of Cal. Civ.

Code Section 1542, which provides:


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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

and any and all provisions, rights and benefits conferred by any law of any state or territory of

the United States, or principle of common law, which is similar, comparable, or equivalent to

Cal. Civ. Code Section 1542. The Releasing Parties and Released Parties may hereafter discover

facts other than or different from those which he, she, or it now knows or believes to be true with

respect to the subject matter of the Released Claims. Nevertheless, the Releasing Parties shall

expressly, fully, finally, and forever settle and release, and each Settlement Class Member upon

the Effective Date shall be deemed to have and by operation of the Judgment and Order of

Dismissal shall have, fully, finally, and forever settled and released, any and all of their

respective Released Claims, whether or not concealed or hidden, without regard to the

subsequent discovery or existence of such different or additional facts. The Settling Parties

acknowledge that the inclusion of Unknown Claims in the definition of Released Claims was

separately bargained for and was a key element of the Settlement Agreement.

2. CAFA Notice

2.1 Pursuant to the Class Action Fairness Act (“CAFA”), no later than ten (10) days

after the Settlement Agreement is filed with the Court, BofA, at its own cost, shall serve proper

notice of the proposed Settlement upon those who are entitled to such notice pursuant to CAFA.

3. The Settlement

A. The Settlement Fund

3.1 BofA shall pay the Settlement Amount in cash into the Escrow Account

controlled by the Escrow Agent within fourteen (14) days of the Court’s entry of the Preliminary

Approval Order, provided that the time by which BofA must pay into the Escrow Account does


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not begin to run until Lead Counsel has provided BofA with such information as BofA may

require to complete the wire transfer.

3.2 Plaintiffs shall have the right, but not the obligation, to terminate the Settlement

Agreement after the failure of BofA to timely pay the Settlement Amount in accordance with

Paragraph 3.1, if BofA fails to cure such failure within seven (7) business days of receiving a

written notice from Lead Counsel demanding such cure.

3.3 Except as required by Paragraph 3.1 concerning payment of the Settlement

Amount, and except as provided in Paragraph 5.1 concerning refund upon termination of the

settlement, BofA shall have no responsibility for any other costs, including any attorneys’ fees

and expenses or costs of class notice and claims administration, but all such fees, expenses, and

costs shall be paid from the Settlement Fund, as approved by the Court. For the sake of clarity,

BofA shall bear its own cost in complying with its obligations set forth in Paragraph 8.2 and

Section 11.

B. The Escrow Agent

3.4 The Escrow Agent shall invest the Settlement Amount deposited pursuant to

Paragraph 3.1 in instruments backed by the full faith and credit of the United States Government

or fully insured by the United States Government or an agency thereof and shall reinvest the

proceeds of these instruments as they mature in similar instruments at their then-current market

rates. All costs and risks related to the investment of the Settlement Fund in accordance with the

guidelines set forth in this paragraph shall be borne by the Settlement Fund.

3.5 Neither the Settling Parties nor their counsel shall have any responsibility for or

liability whatsoever with respect to any losses suffered by, or fluctuations in the value of, the

Settlement Fund.


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3.6 The Escrow Agent shall not disburse the Settlement Fund except: (a) as provided

in the Stipulation; (b) by an order of the Court; or (c) with the written agreement of counsel for

the Settling Parties.

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

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

consistent with the terms of the Stipulation. The Released Parties shall have no responsibility

for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent or any

transaction executed by the Escrow Agent.

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

custodia legis of the Court and shall remain subject to the jurisdiction of the Court until such

time as such funds shall be distributed in their entirety in accordance with Paragraphs 8.4, 8.5,

8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of BofA, may

pay from the Settlement Fund up to $500,000.00 in Class Notice and Administration Expenses,

Taxes, and Tax Expenses associated with providing notice to the Settlement Class and the

administration of the Settlement. Prior to the Effective Date, payment of any Class Notice and

Administration Expenses, Taxes, and Tax Expenses exceeding $500,000.00 shall require notice

to, and agreement from, BofA, through BofA’s counsel, which agreement shall not be

unreasonably refused. Subsequent to the Effective Date, without further approval by BofA, the

Settlement Fund may be used by Lead Counsel to pay all reasonable and necessary Class Notice

and Administration Expenses.

4. Taxes

4.1 The Settling Parties agree to treat the Settlement Fund as being at all times a

“Qualified Settlement Fund” within the meaning of Treasury Regulation Section 1.468B-1 and


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agree not to take any position for tax purposes inconsistent therewith. In addition, the Escrow

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

this Section 4, including the “relation-back election” (as defined in Treasury Regulation Section

1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with

the procedures and requirements contained in such regulations. It shall be the responsibility of

the Escrow Agent to timely and properly prepare and deliver, or cause to be prepared and

delivered, the necessary documentation for signature by all necessary parties, and thereafter to

cause the appropriate filing to occur.

4.2 For the purpose of Section 468B of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the “administrator” shall be the Escrow

Agent. The Escrow Agent shall timely and properly file, or cause to be filed, all informational

and other tax returns necessary or advisable with respect to the Settlement Fund (including,

without limitation, the returns described in Treasury Regulation Section 1.468B-2(k)).

4.3 All (a) taxes (including any estimated taxes, interest, or penalties) arising with

respect to the income earned on the Settlement Amount, including any taxes or tax detriments

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

on the Settlement Amount for any period during which the Settlement Amount does not qualify

as a “Qualified Settlement Fund” for federal or state income tax purposes (“Taxes”), and (b)

expenses and costs incurred in connection with the operation and implementation of this

Section 4 (including, without limitation, expenses of tax attorneys and/or accountants, mailing

and distribution costs and expenses relating to filing (or failing to file) the returns described in

this Section 4) (“Tax Expenses”), shall be paid out of the Settlement Amount; in all events the

Settling Parties and their counsel shall have no liability or responsibility for the Taxes or the Tax


15

Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of

administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the

Escrow Account without prior approval of BofA, and the Escrow Agent shall be obligated

(notwithstanding anything herein to the contrary) to withhold from distribution to Authorized

Claimants any funds necessary to pay such amounts, including the establishment of adequate

reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be

withheld under Treasury Regulation Section 1.468B-2(l)(2)). The Settling Parties hereto agree to

cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the

extent reasonably necessary to carry out the provisions of this Section 4.

5. Refund Upon Termination of Settlement

5.1 In the event the Settlement: (i) is not approved; (ii) is terminated, canceled, or

fails to become effective for any reason, including, without limitation, in the event the Judgment

and Order of Dismissal is reversed or vacated following any appeal taken therefrom; or (iii) is

successfully collaterally attacked, the Settlement Fund (including accrued interest) less expenses

actually incurred or due and owing for Class Notice and Administration Expenses, Taxes, or Tax

Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to BofA pursuant to written

instructions from BofA’s counsel. BofA shall have no right to seek reimbursement from any

Person for the expenses actually incurred or due and owing for Class Notice and Administration

Expenses, Taxes, or Tax Expenses.

6. Preliminary Approval Order and Settlement Hearing

6.1 Lead Counsel shall submit the Stipulation to the Court and shall apply for entry of

the Preliminary Approval Order in the form of Exhibit A attached hereto, requesting, inter alia,

the preliminary approval of the Settlement set forth in the Stipulation. Though the parties agree

that it is not practical to establish a timeline or to create the detailed contents of a Notice at this


16

time, the eventual Notice, to also be approved by the Court prior to distribution, will set forth a

summary of the terms of the Stipulation (including a description of the Released Class Claims),

the proposed Plan of Allocation and Lead Counsel’s request for attorneys’ fees, costs and

expenses; the date and time of the Settlement Hearing; the right to object to the Settlement,

proposed Plan of Allocation, or request for fees and expenses; the right to appear at the

Settlement Hearing; and the right to request exclusion from the Settlement Class.

6.2 It shall be the Claims Administrator’s responsibility, under supervision of Lead

Counsel, to disseminate the Notice and Summary Notice in accordance with this Stipulation and

as ordered by the Court. Settlement Class Members shall have no recourse as to the Released

BofA Parties, counsel for BofA, Plaintiffs, and Plaintiffs’ Counsel with respect to any claims

they may have that arise from any failure of the notice process.

6.3 Lead Counsel shall request that after notice is given to the Settlement Class, the

Court hold a hearing (the “Settlement Hearing”) and approve the Settlement of the Action as set

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

approve the proposed Plan of Allocation and the Fee and Expense Award and, if requested, the

Plaintiffs’ Service Award.

7. Releases

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

shall be deemed to have, and by operation of the Judgment and Order of Dismissal shall have,

fully, finally, and forever released, relinquished, and discharged against the Released BofA

Parties (whether or not such Settlement Class Member executes and delivers a Proof of Claim

and Release Form) any and all Released Class Claims (including, without limitation, Unknown

Claims). Claims to enforce the terms of this Stipulation are not released. The Released BofA

Parties and Plaintiffs acknowledge, and each of the Settlement Class Members shall be deemed


17

by operation of law to acknowledge, that the waiver of Unknown Claims, and of the provisions,

rights and benefits of Section 1542 of the California Civil Code, was bargained for and is a key

element of the Settlement of which the release in this paragraph is a part. The releases set forth

herein are to be construed pursuant to New York law as set forth in Paragraph 12.17, including

N.Y. General Obligations Law Section 15-108, which bars claims for contribution by joint

tortfeasors and other similar claims. This Stipulation is expressly intended to absolve the

Released BofA Parties of any claims for contribution, indemnification or similar claims from

other Defendants in the Action, arising out of or related to the Released Claims, in the manner

and to the fullest extent permitted under the law of New York or any other jurisdiction that might

be construed or deemed to apply to any claims for contribution, indemnification or similar claims

against any of the Released BofA Parties.

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

anyone claiming through or on behalf of them, shall be permanently barred and enjoined from

the commencement, assertion, institution, maintenance, prosecution, or enforcement of any

action or other proceeding in any court of law or equity, arbitration tribunal, administrative

forum, or forum of any kind, asserting any of the Released Class Claims against the Released

BofA Parties and any claims arising out of, relating to, or in connection with the defense,

settlement, or resolution of the Action or the Released Class Claims, except for claims relating to

the enforcement of the Settlement.

7.3 Upon the Effective Date, each of the Releasing BofA Parties shall be deemed to

have, and by operation of the Judgment and Order of Dismissal shall have, fully, finally, and

forever released, relinquished, and discharged Plaintiffs, each and all of the Settlement Class

Members, and Plaintiffs’ Counsel from any and all Released Defendants’ Claims. The Releasing


18

BofA Parties, Plaintiffs, and Plaintiffs’ Counsel acknowledge, and the Settlement Class Members

shall be deemed by operation of law to acknowledge, that the waiver of Unknown Claims, and of

the provisions, rights, and benefits of Section 1542 of the California Civil Code, was bargained

for and is a key element of the Settlement of which the release in this paragraph is a part.

8. Administration and Calculation of Claims, Final Awards, and

Supervision and Distribution of the Settlement Fund

8.1 The Claims Administrator, subject to such supervision and direction of the Court

or Lead Counsel, shall provide notice of the Settlement to the Class, shall administer and

calculate the claims submitted by Settlement Class Members pursuant to the Plan of Allocation,

and shall oversee distribution of the Net Settlement Fund to Authorized Claimants.

8.2 Within a reasonable period of time after entry of the Preliminary Approval Order,

BofA shall provide or cause to be provided to the Claims Administrator a list of names and

addresses of members of the Settlement Class who were counterparties with or transacted in

ISDAfix Instruments with BofA, to the extent such information is reasonably available in

electronic databases in the possession of BofA (“Counterparty Lists”), or shall otherwise arrange

to provide notice to those members of the Settlement Class. However, BofA shall begin making

reasonable preparations for such production and/or provision of notice no later than the

execution date of this Settlement. The parties shall furnish to the Court a progress report within

ninety (90) days after entry of the Preliminary Approval Order and, should it prove necessary,

every sixty (60) days thereafter. BofA shall not be required to conduct any research from

external sources to formulate Counterparty Lists. Counterparty Lists shall be provided in an

electronic format mutually acceptable to BofA and the Claims Administrator. BofA shall be

responsible for any costs or expenses related to providing Counterparty Lists and/or providing

notice through alternate means to members of the Settlement Class who were counterparties with


19

or transacted in ISDAfix Instruments with BofA. The Settling Parties shall meet and confer in

good faith as to whether notice to any portion of the Settlement Class through alternate means is

appropriate; any disputes shall be reserved for resolution by the Court.

8.3 In accordance with the schedule eventually approved by the Court, Lead Counsel

will cause the Claims Administrator to mail to all members of the Settlement Class, who can be

identified using reasonably available data and through reasonable efforts, a Proof of Claim and

Release Form. The Notice and Proof of Claim and Release Form shall also be posted on the

Claims Administrator’s website. In accordance with the schedule to be approved by the Court,

the Summary Notice will also be published, at minimum, once in the national edition of

Investor’s Business Daily, the Financial Times, and The Wall Street Journal, and once over a

national newswire service. The cost of providing such notice shall be paid out of the Settlement

Fund.

8.4 The Settlement Fund shall be applied as follows:

(a) to pay all Class Notice and Administration Expenses;

(b) to pay the Taxes and Tax Expenses;

(c) to pay the Fee and Expense Award subject to the approval of the Court;

(d) to pay any Plaintiffs’ Service Award subject to the approval of the Court;

and

(e) after the Effective Date, to distribute the Net Settlement Fund to

Authorized Claimants pursuant to the Stipulation and the Plan of Allocation, as approved by the

Court.

8.5 Upon the Effective Date and thereafter, and in accordance with the terms of the

Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as


20

may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed

to Authorized Claimants, subject to and in accordance with the following.

8.6 Each Person claiming to be an Authorized Claimant shall be required to submit to

the Claims Administrator a completed Proof of Claim and Release Form postmarked or

submitted electronically by the date specified in the Preliminary Approval Order, or such other

time as may be set by the Court (the “Bar Date”), signed under penalty of perjury and supported

by such documents as are specified in the Proof of Claim and Release Form.

8.7 Except as otherwise ordered by the Court, all Settlement Class Members who fail

to submit a Proof of Claim and Release Form by the Bar Date, or such other period as may be

ordered by the Court, or who submit a Proof of Claim and Release Form that is rejected, shall be

forever barred from receiving any payments pursuant to the Stipulation and the Settlement set

forth herein, but will in all other respects be subject to and bound by the provisions of the

Stipulation, the releases contained herein, and the Judgment and Order of Dismissal.

Notwithstanding the foregoing, Lead Counsel shall have the discretion (but not the obligation) to

accept late-submitted claims for processing by the Claims Administrator, so long as the

distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed

thereby. No Person shall have any claim against Plaintiffs, Plaintiffs’ Counsel, or the Claims

Administrator by reason of the decision to exercise or not exercise such discretion.

8.8 The Claims Administrator shall calculate the claims of Authorized Claimants

substantially in accordance with the Plan of Allocation set forth in the Notice and approved by

the Court. BofA will have no involvement in reviewing or challenging claims. Following the

Effective Date, the Claims Administrator shall distribute the Net Settlement to Authorized

Claimants pursuant to the Plan of Allocation.


21

8.9 Lead Counsel shall provide the Plan of Allocation to BofA for review and

comment at least ten (10) business days before submitting it to the Court. BofA shall provide its

comments on the Plan of Allocation to Lead Counsel within seven (7) business days of receiving

it. BofA shall take no position in any Court proceedings with respect to the Plan of Allocation or

any other such plan as may be approved by the Court.

8.10 Other than in the event of the termination of the Settlement pursuant to Paragraph

5.1 or as provided in Paragraph 10.4, BofA shall not have a reversionary interest in the Net

Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a reasonable

period of time after the initial date of distribution of the Net Settlement Fund, the Claims

Administrator shall, if feasible, allocate such balance among Authorized Claimants in an

equitable and economic fashion. These redistributions shall be repeated until the remaining

balance in the Net Settlement Fund is de minimis, and any such remaining balance shall be

donated to an appropriate 501(c)(3) non-profit organization selected by Lead Counsel and

approved by the Court.

8.11 The finality of the Court’s Judgment and Order of Dismissal approving the

Stipulation shall not be conditioned on any ruling by the Court concerning the Plan of Allocation

of the Net Settlement Fund. Any order or proceeding relating to a request for approval of the

Plan of Allocation, or any appeal from any order relating thereto or reversal or modification

thereof, shall not operate to terminate the Settlement Agreement or affect or delay the Effective

Date or the effectiveness or finality of the Judgment and Order of Dismissal and the release of

the Released Claims.

8.12 No Person shall have any claim against Plaintiffs, Plaintiffs’ Counsel, Released

Parties, BofA, BofA’s counsel, or the Claims Administrator based on distributions made


22

substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of

Allocation, or otherwise as further ordered by the Court. This provision does not include any

claim by any party for breach of this Stipulation.

9. Plaintiffs’ Counsel’s Attorneys’ Fees, Costs, Charges and Expenses

9.1 Lead Counsel may submit an application or applications (the “Fee and Expense

Application”) for distributions to them from the Settlement Fund for: (a) an award of attorneys’

fees; plus (b) expenses or charges in connection with prosecuting the Action; plus (c) interest on

both amounts as earned by the Settlement Fund (until paid) as may be awarded by the Court.

Any and all such fees, expenses, charges, and costs awarded by the Court (the “Fee and Expense

Award”), shall be payable solely out of the Settlement Fund.

9.2 Plaintiffs may submit an application or applications to the Court (the “Plaintiffs’

Service Award Application”) for an award for their time and expense in representing the

Settlement Class. Any such amounts awarded to Plaintiffs, as approved by the Court (the

“Plaintiffs’ Service Award”), shall be payable solely out of the Settlement Fund.

9.3 The Fee and Expense Award shall be paid to Lead Counsel from the Settlement

Fund, as ordered, immediately following entry of an order by the Court granting such award. In

the event that the Effective Date does not occur, or the order making the Fee and Expense Award

pursuant to Paragraph 9.2 is reversed or modified by final non-appealable order, or if this

Stipulation is cancelled or terminated for any reason, and in the event any part of the Fee and

Expense Award has been paid, then Plaintiffs’ Counsel shall, in an amount consistent with such

reversal, modification, cancellation, or termination, refund such fees or expenses to the

Settlement Fund, plus interest earned thereon at the same rate as earned on the Settlement Fund,

within thirty (30) days from receiving notice from BofA’s counsel or from a court of competent

jurisdiction. Any refunds required pursuant to this paragraph shall be the several obligation of


23

each Plaintiffs’ Counsel receiving fees or expenses to make appropriate refunds or repayments to

the Settlement Fund. Each Plaintiffs’ Counsel, as a condition of receiving such fees and/or

expenses on behalf of itself and each partner and/or shareholder of it, agrees that its law firm and

its partners and/or shareholders are subject to the jurisdiction of the Court for the purpose of

enforcing the provisions of this paragraph.

9.4 The procedure for and the allowance or disallowance by the Court of the Fee and

Expense Award or Plaintiffs’ Service Award to be paid out of the Settlement Fund are not part of

the Settlement, and any order or proceeding relating to the Fee and Expense Application or

Plaintiffs’ Service Award, or any appeal from any order relating thereto or reversal or

modification thereof, shall not operate to terminate or cancel the Settlement, or affect or delay

the finality of the Judgment and Order of Dismissal (including the releases contained herein).

9.5 The Released BofA Parties shall not have any responsibility for or liability with

respect to the payment of any Fee and Expense Award to any Plaintiffs’ Counsel, or with respect

to the allocation among Plaintiffs’ Counsel and/or any other Person who may assert some claim

thereto, of any Fee and Expense Award that the Court may make in the Action.

10. Conditions of Settlement and Effect of Disapproval, Cancellation, or

Termination

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

of the following events:

(a) execution of this Stipulation and such other documents as may be required

to obtain final Court approval of the Stipulation;

(b) the Settlement Amount has been deposited into the Escrow Account as

provided by Paragraph 3.1;


24

(c) no party has exercised its option to terminate the Stipulation pursuant to

Paragraphs 10.2 or 10.4 and any request for relief pursuant to Paragraph 10.4 has been resolved

by the Mediator;

(d) the Court has entered the Preliminary Approval Order;

(e) the Court has entered the Judgment and Order of Dismissal that, inter alia,

dismisses with prejudice the Action as to BofA; and

(f) the Judgment and Order of Dismissal has become Final.

10.2 Plaintiffs, through Lead Counsel, and BofA, through BofA’s counsel, shall, in

each of their separate discretions, have the right to terminate the Settlement set forth in this

Settlement Agreement by providing written notice of their election to do so (“Termination

Notice”) to all other Parties hereto within thirty (30) days of the date on which: (i) the Court

enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) the

Court enters an order refusing to approve this Settlement Agreement or any material part of it;

(iii) the Court enters an order declining to enter the Judgment and Order of Dismissal in any

material respect; or (iv) the Judgment and Order of Dismissal is modified or reversed by a court

of appeal or any higher court in any material respect. Notwithstanding this paragraph, the

Court’s determination as to the Fee and Expense Application, Plaintiffs’ Service Award

Application, and/or any Plan of Allocation, or any determination on appeal from any such order,

shall not provide grounds for termination of this Settlement Agreement or Settlement.

10.3 The Settlement is non-recapture, i.e., this is not a claims-made settlement. As of

the Effective Date, BofA shall not have any right to the return of the Settlement Fund or any

portion thereof for any reason. Upon the occurrence of all of the events referenced in

Paragraph 10.1, any and all remaining interest or right of BofA, if any, in or to the Settlement


25

Fund shall be absolutely and forever extinguished. If all of the conditions specified in

Paragraph 10.1 are not met, then the Stipulation shall be canceled and terminated subject to

Paragraph 10.5, unless Lead Counsel and counsel for BofA mutually agree in writing to proceed

with the Settlement.

10.4 If, prior to the Settlement Hearing, one or more putative members of the

Settlement Class timely exercise their rights to be excluded from the Settlement Class (“Opt-

Outs”), the processes set forth in this paragraph shall apply. Such Persons who timely request

exclusion from the Settlement Class with respect to BofA, shall be excluded from the Settlement

Class with respect to all other Defendants.

(a) Plaintiffs shall provide a list of those Persons, if any, who have filed a

request to be excluded from the Settlement Class (“Request for Exclusion”), together with all

such Requests for Exclusion, to BofA within five (5) business days of the deadline set by the

Court for the filing of Requests for Exclusion. If, after BofA receives the list of the Opt-Outs, it

decides to request some relief, the Settling Parties shall first meet and confer in good faith. If the

Settling Parties are unable to reach agreement and BofA asserts that the total Requests for

Exclusion represent a material portion of transactions during the Settlement Class Period that

would be eligible for compensation under the Settlement, and their exclusion would materially

reduce the value of the settlement to BofA (the “Materiality Threshold”), then BofA may present

the issue of whether the total Requests for Exclusion meet the Materiality Threshold and, if so,

the issue of the appropriate remedy to an independent and neutral mediator (the “Mediator”) to

be selected in good faith by mutual agreement of the Settling Parties and all other Defendants

whose settlement agreements are submitted for approval simultaneously with this Settlement

Agreement (the “Additional Settling Defendants”). The Mediator’s determinations, which shall


26

be made after a consolidated mediation involving the Settling Parties and each Additional

Settling Defendant who seeks mediation under Paragraph 10.4(a) of its Settlement Agreement,

shall be binding on the Settling Parties.

(b) The Mediator shall have sole discretion to determine what, if any,

reduction remedy is warranted due to a material impact on the value of the Settlement to BofA

by the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as

the appropriate remedy, he may not provide for a reduction in the Settlement Amount greater

than a one-to-one ratio: that is, he may not reduce the Settlement Amount by more than the Opt-

Outs would likely have been eligible to receive collectively (but for their exclusion) from the

Settlement Fund (assuming all putative class members submitted claims). The Mediator is not

required to grant any reduction or to impose a one-to-one ratio if he determines no such

reduction is appropriate.

(c) In the event the Mediator determines some reduction is appropriate, the

amount of the reduction shall be paid to BofA from the Settlement Fund.

(d) In the alternative to seeking a reduction, BofA may seek to terminate the

Settlement if, upon application from a settling Defendant, the Mediator determines in his sole

discretion that the reduction remedy is not adequate to preserve the essential benefits of the

Settlement to BofA. Any application by BofA for termination relief under this Paragraph must

be made in writing within 14 days following the receipt from Plaintiffs of the list of Opt-Outs

and accompanying information required to be provided pursuant to Subparagraph 10.4(a) hereof,

or within seven (7) days of a determination on the reduction remedy by the Mediator, whichever

is later. If termination relief is granted to BofA, any termination shall be effected solely in

accordance with the termination provisions of this Agreement.


27

(e) Promptly after receipt of any such materials, Lead Counsel shall deliver to

BofA’s counsel copies of all (i) Requests for Exclusion received (including all information

provided by the Persons or entities making the requests concerning their transactions and/or

potential claims), (ii) information the Claims Administrator possesses concerning the volume of

trading within the scope of the Released Claims by Persons who have timely requested

exclusion, and (iii) written revocations of Requests for Exclusion.

(f) The Settling Parties and their respective counsel agree that they will make

no effort to suggest, solicit, facilitate or otherwise encourage potential Settlement Class Members

to exclude themselves from the Settlement.

10.5 Unless otherwise ordered by the Court, in the event the Stipulation shall

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

days after written notification of such event is sent by counsel for BofA or Lead Counsel to the

Escrow Agent, the Settlement Fund, less Class Notice and Administration Expenses, Taxes, and

Tax Expenses reasonably and actually incurred shall be refunded pursuant to written instructions

from counsel for BofA. At the written direction of counsel for BofA, the Escrow Agent or its

designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after

deduction of any expenses incurred in connection with such application(s) for refund.

10.6 Except as otherwise provided herein, in the event that the Stipulation is not

approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to

become effective in accordance with its terms, the Releasing Parties shall not forfeit or waive

any factual or legal claim, defense, or contention in the Action. In such event, the terms and

provisions of the Stipulation, with the exception of Paragraphs 5.1, 10.5 and 11.3, shall have no

further force and effect with respect to the Releasing Parties and shall not be used in this Action


28

or in any other proceeding for any purpose, and any judgment or order entered by the Court in

accordance with the terms of the Stipulation shall be treated as vacated, nunc pro tunc, and the

Releasing Parties shall be deemed to return to their status as of the Execution Date. No order of

the Court or modification or reversal on appeal of any such order of the Court concerning the

Plan of Allocation, the Fee and Expense Award, or the Plaintiffs’ Service Award shall constitute

grounds for cancellation or termination of the Stipulation.

11. Confirmatory Discovery

11.1 In consideration for the dismissal of the Action and the release of the Released

Class Claims as against BofA, BofA agrees to provide confirmatory discovery as set forth in this

Section 11. All confirmatory discovery requested by Lead Counsel shall be coordinated in such

a manner so that all unnecessary duplication and expense is avoided. BofA shall provide the

reasonable confirmatory discovery described herein to the extent it is not prevented from doing

so by any court order or any law, regulation, policy, or other rule of any regulatory agency or

governmental body restricting disclosure of documents or information, or by any express

objection from a regulatory agency or governmental body.

11.2 Notwithstanding any other provision in this Settlement Agreement, BofA may

assert, where applicable, the work-product doctrine, the attorney-client privilege, the common

interest privilege, the joint defense privilege, the bank regulatory or examination privilege,

obligations under applicable data privacy laws or regulations, and/or any other applicable

privilege or protection with respect to any documents, material, and/or information requested

under this Settlement Agreement. None of the confirmatory discovery provisions are intended

to, nor do they, waive any such privileges or protections. Counsel for BofA will meet with Lead

Counsel as is reasonably necessary to discuss any applicable domestic or foreign privilege or

protection. Any disputes regarding privilege, protection or restriction that cannot be resolved by


29

the parties shall be reserved for resolution by the Court. If any document protected by the work-

product doctrine, the attorney-client privilege, the common interest privilege, the joint defense

privilege, the bank regulatory or examination privilege, obligations under applicable data privacy

laws or regulations, and/or any other applicable privilege or protection is accidentally or

inadvertently produced, Lead Counsel shall, upon notice from BofA, promptly cease reviewing

the document and return or destroy the document within five (5) business days. Lead Counsel

shall also delete or destroy the portions of any other documents or work product which refer to or

summarize the document. The production of any such document shall in no way be construed to

have waived any privilege or protection attached to such document.

11.3 The confidentiality of any documents, materials and/or information provided to

Plaintiffs pursuant to these confirmatory discovery provisions shall be covered by the protective

order in effect in the Action. If no protective order is in effect, any such documents, materials

and/or information, unless otherwise agreed between the Settling Parties, shall be maintained as

confidential and available only to Lead Counsel and counsel for BofA. The parties expressly

agree that any use of the documents, materials and/or information provided in connection with

BofA’s confirmatory discovery, including without limitation oral presentations, may be used

directly or indirectly by Plaintiffs or Lead Counsel solely in connection with the prosecution of

the Action, but not for the institution or prosecution of any other action or proceeding against

any Released Party for any other purpose whatsoever, including, but not limited to, actions or

proceedings in jurisdictions outside the United States.

11.4 Subject to the foregoing paragraphs, no later than the Execution Date of this

Settlement, BofA shall begin making reasonable preparations to provide Plaintiffs and

Settlement Class Members the following confirmatory discovery, and shall begin providing such


30

confirmatory discovery as soon as practicable after entry of the Preliminary Approval Order,

with completion a reasonable time thereafter.

(a) BofA shall produce reasonably available transaction data maintained by

BofA involving ISDAfix Instruments from the Settlement Class Period. In advance of the

production, the parties will meet and confer on production format and the scope of the data to be

produced.

(b) BofA shall produce to Plaintiffs materials produced in response to past or

pending requests to the CFTC (or, to the extent non-duplicative in any material respect, any other

regulator) which relate to potential wrongdoing related to ISDAfix Benchmark Rates, such

determinations to be made in good faith and subject to conferrals.

(c) BofA shall provide an attorney proffer, or in lieu of such proffer, shall

make information similarly available through alternative means such as attorney participation in

the witness interviews discussed below, regarding BofA’s conduct alleged in the Amended

Complaint.

(d) BofA shall provide interviews with up to three current BofA employees

(to the extent reasonably available) regarding BofA’s conduct alleged in the Amended

Complaint. The timing of such interviews shall be mutually agreed upon by Lead Counsel and

counsel for BofA.

11.5 BofA agrees to meet and confer in good faith regarding future requests from Lead

Counsel for additional available documents, transaction data, and other information beyond the

items specified in Paragraph 11.4(a)-(d) above in the event that any such documents, data, and/or

other information are necessary for Lead Counsel to prosecute any remaining causes of action

against non-Released Parties in this Action. BofA need not agree to requests that are


31

unreasonable or unduly burdensome, and need not agree to requests for which Plaintiffs cannot

demonstrate a substantial need that cannot be reasonably met through alternative means. In the

event they cannot agree, such disputes shall be resolved by the Court.

12. Miscellaneous Provisions

12.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this

Settlement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and

implement all terms and conditions of the Stipulation and to exercise their best efforts to

accomplish the foregoing terms and conditions of the Stipulation expeditiously.

12.2 The Settling Parties intend this Settlement to be a final and complete resolution of

all disputes between them with respect to the Action and the Released Claims, or which could

have been asserted with respect to the Action based on the same factual predicate. The

Settlement and all negotiations, discussions, and proceedings leading up to and in connection

herewith shall not be deemed to constitute a presumption, concession, or an admission by any

Settling Party or any of the Released Parties of any fault, liability, or wrongdoing by it, or as to

the merits of any claim or defense.

12.3 The Settling Parties and their counsel agree that they shall not assert any claims of

any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the prosecution,

defense, or settlement of the Action, and the Judgment and Order of Dismissal shall contain a

finding that all Settling Parties and their counsel complied with the requirements of Rule 11 with

respect to the institution, prosecution, defense, and resolution of the Action. The Settling Parties

agree that the Settlement Amount and the other terms of the Settlement were negotiated in good

faith at arm’s length by the Settling Parties and reflect a settlement that was reached voluntarily

after consultation with competent legal counsel.


32

12.4 Neither the Stipulation nor the Settlement contained herein, nor any negotiations,

discussions, proceedings, or acts performed or documents executed pursuant to or in furtherance

of the Stipulation or the Settlement: (a) are or may be deemed to be or may be used as

admissions of, or evidence of, the validity of any Released Claim, or of any wrongdoing or

liability of BofA; or (b) are or may be deemed to be or may be used as admissions of, or

evidence of, any fault or omission of BofA in any civil, criminal, or administrative proceeding in

any court, administrative agency, or other tribunal. The Settling Parties agree to not make any

public statements that assert or imply otherwise. The Released BofA Parties, Plaintiffs,

Settlement Class Members, and Plaintiffs’ Counsel may file the Stipulation and/or the Judgment

and Order of Dismissal 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, issue

preclusion or similar defense or counterclaim, or in connection with any proceeding to enforce

the terms of this Stipulation.

12.5 All agreements made and orders entered during the course of the Action relating

to the confidentiality of documents and information shall survive this Stipulation, pursuant to

their terms.

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

fully incorporated herein by this reference.

12.7 This Stipulation shall not be construed more strictly against one party than

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

for one of the parties, it being recognized that it is the result of arm’s-length negotiations


33

between the Settling Parties and that all Settling Parties have contributed substantially and

materially to the preparation of this Stipulation.

12.8 The Stipulation 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.

12.9 No waiver of any term or provision of this Settlement Agreement, or of any

breach or default hereof or hereunder, shall be valid or effective unless in writing and signed by

or on behalf of all Settling Parties or their respective successors-in-interest. No waiver of any

term or provision of this Settlement Agreement, or of any breach or default hereof or hereunder,

shall be construed as a waiver of the same or any other term or provision or of any previous or

subsequent breach thereof.

12.10 The Stipulation and the Exhibits attached hereto constitute the entire agreement

among the Settling Parties and no representations, warranties, or inducements have been made to

any Settling Party concerning the Stipulation or its Exhibits other than the representations,

warranties, and covenants contained and memorialized in such documents. Except as otherwise

provided herein, each Settling Party shall bear its own costs.

12.11 Lead Counsel, on behalf of the Settlement Class, are expressly authorized by

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

pursuant to the Stipulation to effectuate its terms and also are expressly authorized to enter into

any modifications or amendments to the Stipulation on behalf of the Settlement Class which they

deem appropriate.

12.12 Each counsel or other Person executing the Stipulation or any of its Exhibits on

behalf of any Settling Party hereby warrants that such Person has the full authority to do so.


34

12.13 All notices, requests, demands, claims, and other communications hereunder shall

be in writing and shall be deemed duly given (a) when delivered personally to the recipient,

(b) one (1) business day after being sent to the recipient by reputable overnight courier service

(charges prepaid), or (c) five (5) business days after being mailed to the recipient by certified or

registered mail, return receipt requested and postage prepaid, and addressed to the intended

recipient as set forth below:

If to Plaintiffs or to Lead Counsel:

David W. Mitchell ROBBINS GELLER RUDMAN & DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101

If to BofA or to BofA’s counsel:

Adam Hakki SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022 12.14 The Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument. A complete

set of executed counterparts shall be filed with the Court. Signatures sent by facsimile or by

PDF via e-mail shall be deemed originals.

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

successors, and assigns of the Settling Parties hereto.

12.16 The Court shall have exclusive jurisdiction with respect to implementation and

enforcement of the terms of the Stipulation, and all Settling Parties hereto submit to the

jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in

the Stipulation.


12.17 This Stipulation and the Exhibits hereto shall be considered to have been

negotiated, executed, and delivered, and to be wholly performed, in the State of New York, and

the rights and obligations of the parties to the Stipulation shall be construed and enforced in

accordance with, and governed by, the internal, substantive laws of the State of New York,

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

12.18 If Plaintiffs reach any other settlements in this action (the "Other Settlements") in

the absence of a material change in circumstances due to an amendment of the complaint, a

ruling by the Court, a change in the law, or some other significant event that meaningfully alters

the scope or value of the case, the Settling Parties agree that the class definition, release and

settlement termination provisions applied to BofA shall be no less favorable than the

corresponding provisions applicable to the Other Settlements.

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

by their duly authorized attorneys, dated April 18, 2016.

On Behalf of All Named Plaintiffs and the Settlement Class:

~ Daniel"Cunningham Marc L. Greenwald Steig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP 51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: (212) 849-7100 danbrockett@ quinnemanuel.com danielcunningham @quinnemanuel.com marc greenwald@ quinnemanuel.com steigolson@ quinnemanuel.com

35

On Behalf of BofA:

Adam Hakki Richard Schwed Keith Palfin SHEARMAN & STERLING LLP 599 Lexington A venue New York, NY 10022 Telephone: (212) 848-4000 Fax: (646) 848-4000 ahakki@ shearman.com rschwed@ shearman.com keith. palfin@ shearman.com


Jeremy D. Andersen (pro hac vice) 865 South Figueroa Street, lOth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100

jeremyan~

Patrick J. Coughlin David W. Mitchell Brian 0. O'Mara ROBBINS GELLER RUDMAN

&DOWDLLP 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: (619) 231-1058 Fax: (619) 231-7423 [email protected] [email protected] [email protected]

rfstopner M. Burke (CB-3648) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,

ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: 619-233-4565 Facsimile: 619-233-0508 cburke@ scott -scott.com wnoss@ scott-scott.com kanderson@ scott-scott. com

David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 david. scott@ scott-scott.com

36


37

[email protected] [email protected]


EXHIBIT A


06085-00001/7777251.4




Plaintiffs,

vs.


Defendants.



[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AGREEMENTS, CERTIFYING THE SETTLEMENT CLASS, AND APPOINTING CLASS COUNSEL AND CLASS REPRESENTATIVES FOR THE SETTLEMENT CLASS



06085-00001/7777251.4

WHEREAS, the Action1 is pending before this Court;

WHEREAS, Plaintiffs2 have entered into and executed Stipulations and Agreements of

Settlement that are listed on Exhibit 1 hereto (each a “Settlement Agreement” and collectively,

the “Settlement Agreements”) with Bank of America N.A. (“Bank of America”); Barclays Bank

PLC (“Barclays”); Citigroup Inc. (“Citigroup”); Credit Suisse AG, New York Branch (“Credit

Suisse”); Deutsche Bank AG (“Deutsche Bank”); JPMorgan Chase & Co. (“JPMorgan”); and

Royal Bank of Scotland PLC (“RBS”) (collectively, the “Settling Defendants” and together with

Plaintiffs, the “Settling Parties”), which, if finally approved by the Court, will result in the

settlement of all claims against Settling Defendants;

WHEREAS, in full and final settlement of the claims asserted against them in this

Action, the Settling Defendants have individually agreed to pay amounts which in the aggregate

total $324,000,000 (the “Aggregate Settlement Funds”), and to provide discovery that is likely to

assist with the continued prosecution of the Action as set forth in the Settlement Agreements;

WHEREAS, Plaintiffs, having made an application, pursuant to Rule 23(e) of the Federal

Rules of Civil Procedure, for an order preliminarily approving the Settlement Agreements, each

of which sets forth the terms and conditions of the Settlement of the Action against each Settling

Defendant and for dismissal of the Action against each Settling Defendant with prejudice upon

the terms and conditions set forth in the Settlement Agreements;

WHEREAS, Plaintiffs have sought, and Settling Defendants have agreed not to object to,

the certification of the Settlement Class (as defined below) solely for settlement purposes;

1 As defined in the Settlement Agreements, the “Action” means the above-captioned litigation pending in the United States District Court for the Southern District of New York and any other actions that may be transferred or consolidated into this litigation.

2 As defined in the Settlement Agreements, “Plaintiffs” are Alaska Electrical Pension Fund; County of Beaver, Pennsylvania; City of New Britain, Connecticut; Genesee County Employees’ Retirement System; County of Montgomery, Pennsylvania; and County of Washington, Pennsylvania.


06085-00001/7777251.4

WHEREAS, Plaintiffs have requested that Lead Counsel be appointed as settlement class

counsel for the Settlement Class pursuant to Rule 23(g) of the Federal Rules of Civil Procedure;

WHEREAS, Plaintiffs have requested that they be appointed class representatives of the

Settlement Class;

WHEREAS, the Settling Parties have agreed to the entry of this [Proposed] Order

Preliminarily Approving Settlement Agreements, Certifying the Settlement Class, and

Appointing Class Counsel and Class Representatives for the Settlement Class (the “Order”); and

WHEREAS the Court has read and considered the Settlement Agreements and the

exhibits annexed thereto and other documents submitted in connection with Plaintiffs’ Motion

for Preliminary Approval of the Settlement Agreements, and good cause appearing therefor;

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. All terms in initial capitalization used in this Order shall have the same meanings

as set forth in the Settlement Agreements, unless otherwise defined herein.

I. PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENTS

2. Upon review of the record, the Court preliminarily finds that the Settlement

Agreements resulted from arm’s-length negotiations between highly experienced counsel and fall

within the range of possible approval. The Court hereby preliminarily approves the Settlement

Agreements, subject to further consideration at the Fairness Hearing described below. The Court

preliminarily finds that the settlements encompassed by the Settlement Agreements raise no

obvious reasons to doubt their fairness and provide a reasonable basis for presuming that the

Settlement Agreements satisfy the requirements of Rules 23(c)(2) and 23(e) of the Federal Rules

of Civil Procedure and due process so that an appropriate notice of the Settlement Agreements

should be given, subject to the Court’s approval of a notice plan as provided in this Order.

II. PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS

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

preliminarily certifies, solely for settlement purposes, a Settlement Class defined as follows:


06085-00001/7777251.4

all Persons or entities who entered into, received or made payments on, terminated, transacted in, or held an ISDAfix Instrument during the Settlement Class Period. Excluded from the Settlement Class are Defendants and their employees, affiliates, parents, subsidiaries, and co-conspirators, should any exist, whether or not named in the Amended Complaint, and the United States Government, and all of the Released [[Bank]] Parties, provided, however, that Investment Vehicles shall not be excluded from the definition of the Settlement Class.

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

requirements of Federal Rules of Civil Procedure 23(a) and 23(b)(3) have been satisfied, as

follows: (a) the members of the Settlement Class are so numerous that joinder of all members of

the Settlement Class is impracticable; (b) questions of law and fact common to the Settlement

Class predominate over any individual questions; (c) the claims of Plaintiffs are typical of the

claims of the Settlement Class; (d) Plaintiffs and Lead Counsel have fairly and adequately

represented and protected the interests of the Settlement Class; and (e) a class action is superior

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

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

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

begun by members of the Settlement Class; (iii) the desirability or undesirability of concentrating

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

this Action as a class action.

5. If the Effective Date does not occur with respect to one or more of the Settlement

Agreements because of the failure of a condition that affects such Settlement Agreement(s), this

conditional certification of the Settlement Classes shall be deemed null and void as to the

Settling Parties subject to such Settlement Agreement(s) without the need for further action by

the Court or any of the Settling Parties. In such circumstances, each of the Settling Parties shall

retain their rights to seek or to object to certification of this litigation as a class action under

Rule 23 of the Federal Rules of Civil Procedure, or under any other state or federal rule, statute,

law, or provision thereof, and to contest and appeal any grant or denial of certification in this

litigation or in any other litigation on any other grounds.


06085-00001/7777251.4

III. CLASS COUNSEL AND CLASS REPRESENTATIVES

6. The law firms of Robbins Geller Rudman & Dowd LLP, Scott+Scott, Attorneys

at Law, LLP, and Quinn Emanuel Urquhart & Sullivan, LLP are preliminarily appointed, solely

for settlement purposes, as Lead Counsel for the Settlement Class.

7. Plaintiffs are preliminarily appointed, solely for settlement purposes, as class

representatives for the Settlement Class.

IV. PLAN OF DISTRIBUTION, NOTICE, AND FAIRNESS HEARING

8. At a later date after each of the Settling Defendants produces a list of names and

addresses of members of the Settlement Class and transaction data pursuant Paragraphs 8.2 and

11.4(a) of the Settlement Agreements, Plaintiffs shall submit for the Court’s approval a proposed

Plan of Allocation of the Aggregate Settlement Funds (and including all interest and income

earned thereon after being transferred to the Escrow Account).




notice plan for purposes of advising members of the Settlement Class, among other things, of

their right to object to the Settlement Agreements, their right to exclude themselves from the

Settlement Class, the procedure for submitting a request for exclusion, the time, date, and

location of the Settlement Hearing to be scheduled by the Court, and their right to appear at the

Settlement Hearing.

10. At or after the Settlement Hearing, the Court shall determine whether each

Settlement Agreement, the proposed Plan of Distribution, any application for service awards, and

any application for attorneys’ fees and/or expenses for Plaintiffs’ Counsel should be finally

approved.

V. OTHER PROVISIONS

11. The notice requirements of the Class Action Fairness Act, 28 U.S.C. §1715, have

been met.


06085-00001/7777251.4

12. The Court approves Plaintiffs’ designation of Epiq Systems, Inc. as the Claims

Administrator. Absent further order of the Court, the Claims Administrator shall have such

duties and responsibilities as are set forth in the Settlement Agreements.

13. The Court approves Plaintiffs’ designation of [[_]] as Escrow Agent. Absent

further order of the Court, the Escrow Agent shall have such duties and responsibilities in such

capacity as are set forth in the Settlement Agreements.

14. The Court approves the establishment of escrow accounts under the Settlement

Agreements as Qualified Settlement Funds (“QSFs”) pursuant to Internal Revenue Code §468B

and the Treasury Regulations promulgated thereunder, and retains continuing jurisdiction as to

any issue that may arise in connection with the formulation or administration of the QSFs. All

funds held by the Escrow Agent shall be deemed and considered to be in custodia legis, and shall

remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed

pursuant to the Settlement Agreements and further order(s) of the Court.

15. All reasonable expenses incurred in identifying and notifying potential Settlement

Class Members as well as administering the Aggregate Settlement Funds shall be paid, as set

forth herein and in Paragraph 3.9 of the Settlement Agreements, up to the sum of $500,000. In

the event the Court does not approve one or more of the Settlement Agreements, or if one or

more of the Settlement Agreements otherwise fails to become effective, neither Plaintiffs nor any

of their counsel shall have any obligation to repay any amounts incurred or disbursed pursuant to

Paragraph 3.9 of the Settlement Agreements.

16. In the event that one or more of the Settlement Agreements is terminated, is

vacated, is not approved, or the Effective Date fails to occur for any reason, then the parties to

such Settlement Agreement shall be deemed to have reverted to their respective status in the

Action as of the Execution Date, and, except as otherwise expressly provided herein, such parties

shall proceed in all respects as if such Settlement Agreement and any related orders had not been

entered, and such Settlement Agreement (including any amendment(s) thereto) and this Order

shall be null and void, of no further force or effect, and without prejudice to any such Settling


06085-00001/7777251.4

Parties, and may not be introduced as evidence or referred to in any actions or proceedings by

any Person; provided, however, that in the event of termination of a Settlement Agreement,

Paragraphs 5.1, 10.5, and 11.3 of such Settlement Agreement shall nonetheless survive and

continue to be of effect and have binding force. Any portion of the Settlement Fund previously

paid by or on behalf of the respective Settling Defendant, together with any interest earned

thereon (and, if applicable, re-payment of any Fee and Expense Award referred to in Paragraph

9.3 of such Settlement Agreement), less Taxes due, if any, with respect to such income, and less

costs of administration and notice actually incurred and paid or payable from the Settlement

Fund (not to exceed the sum of $500,000 per Settling Defendant without the prior approval of

the Court) shall be returned to such Settling Defendant within five (5) business days after written

notification of such event is sent by counsel for the Settling Defendant(s) or Lead Counsel to the

Escrow Agent. At the request of such Settling Defendant, the Escrow Agent shall apply for any

tax refund owed on the Settlement Fund and pay the proceeds to such Settling Defendant.

17. Each of the Settling Defendants has denied wrongdoing or liability in connection

with the allegations in the Action. As such, nothing in the Settlement Agreements constitutes an

admission by any of the Settling Defendants as to the merits of the allegations made in the

Action, the validity of any defenses that could be or have been asserted, or the appropriateness of

certification of any class other than the Class under Fed. R. Civ. P. 23 for purposes of settlement

only.

18. All proceedings in the Action with respect to Settling Defendants are stayed until

further order of the Court. Such stay does not apply, however, to the extent actions are necessary

to implement the terms of the Settlement Agreements or comply with their terms. Pending final

determination of whether the Settlement Agreements should be approved, neither Plaintiffs nor

any Settlement Class Member shall commence or prosecute any action alleging any of the

Released Class Claims against any of the Settling Defendants.


06085-00001/7777251.4

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

Action concerning the settlements set forth in the Settlement Agreements, whether favorable or

unfavorable to the Settlement Class.

20. Any member of the Settlement Class may enter an appearance in the Action, at

his, her, or its own expense, individually or through counsel of his, her, or its own choice. Any

member of the Settlement Class who does not enter an appearance will be represented by Lead

Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________

HON. JESSE M. FURMAN UNITED STATES DISTRICT JUDGE


06085-00001/7777251.4

EXHIBIT 1

Stipulation and Agreement of Settlement with Bank of America, N.A. Stipulation and Agreement of Settlement with Barclays Bank PLC Stipulation and Agreement of Settlement with Citigroup Inc. Stipulation and Agreement of Settlement with Credit Suisse AG, New York Branch Stipulation and Agreement of Settlement with Deutsche Bank AG Stipulation and Agreement of Settlement with JPMorgan Chase & Co. Stipulation and Agreement of Settlement with Royal Bank of Scotland PLC


EXHIBIT B


06085-00001/7777167.5




Plaintiffs,

vs.


Defendants.



[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL



06085-00001/7777167.5

This matter came before the Court for hearing pursuant to Plaintiffs’ application for final

approval of the settlement set forth in the Stipulation and Agreement of Settlement with the

[[Settling Bank]], dated March [[X]], 2016 (the “Settlement Agreement”). The Court has

considered all papers filed and proceedings held herein and is fully informed of these matters.

For good cause shown, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

1. This Final Judgment and Order of Dismissal incorporates by reference the

definitions in the Settlement Agreement, and all capitalized terms used, but not defined, herein

shall have the same meanings as in the Settlement Agreement.

2. This Court has jurisdiction over the subject matter of the Action and over all

parties to the Action, including all Settlement Class Members.

3. The notice provisions of the Class Action Fairness Act, 28 U.S.C. §1715, have

been satisfied.

4. Based on the record before the Court, including the Preliminary Approval Order,

the submissions in support of the settlement between Plaintiffs,1 for themselves individually and

on behalf of each Settlement Class Member in the Action, and [[Defendant entities]] (“[[Bank]]”

and together with Plaintiffs, the “Settling Parties”), and any objections and responses thereto,

pursuant Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure the Court hereby

certifies solely for settlement purposes the following Settlement Class: all Persons or entities who entered into, received or made payments on, terminated, transacted in, or held an ISDAfix Instrument during the Settlement Class Period. Excluded from the Settlement Class are Defendants and their employees, affiliates, parents, subsidiaries, and co-conspirators, should any exist, whether or not named in the Amended Complaint, and the United States Government, and all of the Released [[Bank]] parties, provided, however, that Investment Vehicles shall not be excluded from the definition of the Settlement Class.

1 Plaintiffs are Alaska Electrical Pension Fund; County of Beaver, Pennsylvania; City of New Britain, Connecticut; Genesee County Employees’ Retirement System; County of Montgomery, Pennsylvania; and County of Washington, Pennsylvania.


06085-00001/7777167.5

5. The requirements of Rules 23(a) and 23(b)(3) of the Federal Rules of Civil

Procedure have been satisfied, as follows: (a) the members of the Settlement Class are so

numerous that joinder of all members of the Settlement Class in the Action is impracticable;

(b) questions of law and fact common to the Settlement Class predominate over any individual

questions; (c) the claims of Plaintiffs are typical of the claims of the Settlement Class;

(d) Plaintiffs and Lead Counsel have fairly and adequately represented and protected the interests

of the Settlement Class; and (e) a class action is superior to other available methods for the fair

and efficient adjudication of the controversy, considering (i) the interests of members of the

Settlement Class in individually controlling the prosecution of separate actions; (ii) the extent

and nature of any litigation concerning the controversy already begun by members of the

Settlement Class; (iii) the desirability or undesirability of concentrating the litigation of these

claims in this particular forum; and (iv) the likely difficulties in managing this Action as a class

action.


at Law, LLP, and Quinn Emanuel Urquhart & Sullivan, LLP are appointed, solely for settlement

purposes, as Lead Counsel for the Settlement Class.

7. Plaintiffs Alaska Electrical Pension Fund; County of Beaver, Pennsylvania; City

of New Britain, Connecticut; Genesee County Employees’ Retirement System; County of

Montgomery, Pennsylvania; and County of Washington, Pennsylvania are appointed, solely for

settlement purposes, as class representatives for the Settlement Class.

8. Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, the Court grants

final approval of the Settlement set forth in the Settlement Agreement on the basis that the

settlement is fair, reasonable, and adequate as to, and in the best interests of, all Settlement Class

Members, and is in compliance with all applicable requirements of the Federal Rules of Civil

Procedure. In reaching this conclusion, the Court considered the factors set forth in City of

Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974), abrogated on other grounds by


06085-00001/7777167.5

Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000). Moreover, the Court concludes

that:

a. The Settlement set forth in the Settlement Agreement was fairly and

honestly negotiated by counsel with significant experience litigating antitrust class

actions and other complex litigation and is the result of vigorous arm’s-length

negotiations undertaken in good faith;

b. This Action is likely to involve contested and serious questions of law and

fact, such that the value of an immediate monetary recovery outweighs the mere

possibility of future relief after protracted and expensive litigation;

c. Success in complex cases such as this one is inherently uncertain, and

there is no guarantee that continued litigation would yield a superior result; and

d. The Settlement Class Members’ reaction to the Settlement set forth in the

Settlement Agreement is entitled to great weight.

9. Except as to any individual claim of those Persons (identified in Exhibit 1 hereto)

who have validly and timely requested exclusion from the Settlement Class (“Opt-Outs”), the

Action and all claims contained therein, as well as all of the Released Class Claims, against

[[Bank]] and Released [[Bank]] Parties by the Plaintiffs and Releasing Class Parties are

dismissed with prejudice. The Settling Parties are to bear their own costs, except as otherwise

provided in the Settlement Agreement and the orders of this Court.

10. The Opt-Outs identified in Exhibit 1 hereto have timely and validly requested

exclusion from the Settlement Class and are excluded from the Settlement Class for all purposes,

are not bound by this Final Judgment and Order of Dismissal, and may not make any claim or

receive any benefit from the Settlement Agreement or any other settlement from which members

of Settlement Class are entitled to recover.

11. Upon the Effective Date: (i) Plaintiffs and each of the Settlement Class Members

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

released, relinquished, and discharged against the Released [[Bank]] Parties (whether or not such


06085-00001/7777167.5

Settlement Class Member executes and delivers a Proof of Claim and Release form) any and all

Released Class Claims (including, without limitation, Unknown Claims); and (ii) Plaintiffs and

each of the Settlement Class Members and anyone claiming through or on behalf of them, shall

be permanently barred and enjoined from the commencement, assertion, institution, maintenance

or prosecution of any of the Released Class Claims against any Released [[Bank]] Parties in any


forum, or forum of any kind. This Final Judgment and Order of Dismissal shall not affect in any

way the right of Plaintiffs or Releasing Class Parties to pursue claims, if any, outside the scope

of the Released Class Claims. Claims to enforce the terms of the Settlement Agreement are not

released.

12. Upon the Effective Date, each of the Releasing [[Bank]] Parties: (i) shall be

deemed to have, and by operation of the Judgment and Order of Dismissal shall have, fully,

finally, and forever released, relinquished, and discharged Plaintiffs, each and all of the

Settlement Class Members, and Plaintiffs’ Counsel from any and all Released Defendants’

Claims (including, without limitation, Unknown Claims); and (ii) shall be permanently barred

and enjoined from the commencement, assertion, institution, maintenance or prosecution against

any counsel for Plaintiffs and Settlement Class Members in any action or other proceeding in any

court of law or equity, arbitration tribunal, administrative forum, or forum of any kind, asserting

any of the Released Defendants’ Claims. This Final Judgment and Order of Dismissal shall not

affect in any way the right of [[Bank]] or Releasing [[Bank]] Parties to pursue claims, if any,

outside the scope of the Released Defendants’ Claims. Claims to enforce the terms of the

Settlement Agreement are not released.

13. Upon the Effective Date, any claims for contribution, indemnification, or similar

claims from other Defendants in the Action against any of the Released [[Bank]] Parties, arising

out of or related to the Released Class Claims, are barred in the manner and to the fullest extent

permitted under the law of New York or any other jurisdiction that might be construed or


06085-00001/7777167.5

deemed to apply to any claims for contribution, indemnification or similar claims against any of

the Released [[Bank]] Parties.

14. All rights of any Settlement Class Member against (i) any of the other Defendants

currently named in the Action; (ii) any other Person formerly named in the Action; or (iii) any

alleged co-conspirators or any other Person subsequently added or joined in the Action, other

than [[Bank]] and Released [[Bank]] Parties with respect to Released Class Claims are

specifically reserved by Plaintiffs and the Settlement Class Members. To the extent permitted

and/or authorized by law, all transactions relating to or arising from entry into, receipt of

payments on, or terminations of any ISDAfix Instrument with [[Bank]], remain in the case

against (i) any of the other Defendants currently named in the Action; (ii) any other Person

formerly named in the Action; or (iii) any alleged co-conspirators or any other Person

subsequently added or joined in the Action, other than [[Bank]] and Released [[Bank]] Parties, as

a potential basis for damage claims and may be part of any joint and several liability claims.

15. The mailing and distribution of the Notice to all members of the Settlement Class

who could be identified through reasonable effort and the publication of the Summary Notice

satisfy the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process,

constitute the best notice practicable under the circumstances, and constitute due and sufficient

notice to all Persons entitled to notice.

16. The Plan of Allocation submitted by Plaintiffs is approved as fair, reasonable, and

adequate.

17. Neither the Settlement Agreement nor the Settlement contained therein, nor any

act performed or document executed pursuant to or in furtherance of the Settlement Agreement

or the Settlement: (a) is or may be deemed to be or may be used as an admission or evidence of

the validity of any Released Class Claim, or of any wrongdoing or liability of the Released

[[Bank]] Parties; 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 [[Bank]] Parties in any civil, criminal,

or administrative proceeding in any court, administrative agency, or other tribunal. The


06085-00001/7777167.5

Settlement Agreement may be filed in an action to enforce or interpret the terms of the

Settlement Agreement, the Settlement contained therein, and any other documents executed in

connection with the performance of the Settlement embodied therein. The Released [[Bank]]

Parties may file the Settlement Agreement and/or this Final Judgment and Order of Dismissal in

any action that may be brought against them in order to support a defense or counterclaim based

on the principles of res judicata, collateral estoppel, full faith and credit, release, good faith

settlement, judgment bar, or reduction or any other theory of claim preclusion or issue preclusion

or similar defense or counterclaim.

18. Without affecting the finality of this Final Judgment and Order of Dismissal in

any way, this Court retains continuing and exclusive jurisdiction over: (a) implementation of the

Settlement set forth in the Settlement Agreement; (b) any award, distribution, or disposition of

the Settlement Fund, including interest earned thereon; (c) hearing and determining applications

for attorneys’ fees, costs, expenses including expert fees, and incentive awards; and (d) all

Settling Parties, Released Parties, and Releasing Parties for the purpose of construing, enforcing,

and administering the Settlement Agreement.

19. In the event that the Settlement does not become effective in accordance with the

terms of the Settlement Agreement, then this Final Order and Judgment of Dismissal shall be

rendered null and void and shall be vacated. In such event, all orders entered and releases

delivered in connection herewith shall be null and void, and the Settling Parties shall be deemed

to have reverted to their respective status in the Action as of the Execution Date, and, except as

otherwise expressly provided herein, the Settling Parties shall proceed in all respects as if the

Settlement Agreement and any related orders had not been entered; provided, however, that in

the event of termination of the Settlement, Paragraphs 5.1, 10.5, and 11.3 of the Settlement

Agreement shall nonetheless survive and continue to be of effect and have binding force.

20. The Settling Parties are directed to consummate the Settlement according to the

terms of the Settlement Agreement. Without further Court order, the Settling Parties may agree

to reasonable extensions of time to carry out any of the provisions of the Settlement Agreement.


06085-00001/7777167.5

21. There is no just reason for delay in the entry of this Final Judgment and Order of

Dismissal. The Clerk of the Court is directed to enter this Final Judgment and Order of

Dismissal pursuant to Rule 54(b) of the Federal Rules of Civil Procedure immediately.

IT IS SO ORDERED.

DATED: __________________ ___________________________________ HON. JESSE M. FURMAN UNITED STATES DISTRICT JUDGE


EXHIBIT 2





Plaintiffs,

vs.


Defendants.



STIPULATION AND AGREEMENT OF SETTLEMENT WITH BARCLAYS BANK PLC AND BARCLAYS CAPITAL INC. Hon. Jesse M. Furman


i

TABLE OF CONTENTS Page

I. PLAINTIFFS’ CLAIMS AND BENEFITS OF SETTLEMENT ...................................... 1

II. BARCLAYS’ DENIALS OF WRONGDOING AND LIABILITY .................................. 2

III. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT .......................... 2

1. Definitions ........................................................................................................... 2

2. CAFA Notice ..................................................................................................... 11

3. The Settlement ................................................................................................... 12

A. The Settlement Fund ............................................................................... 12

B. The Escrow Agent .................................................................................. 12

4. Taxes ............................................................................................................... 14

5. Refund Upon Termination of Settlement ............................................................ 15

6. Preliminary Approval Order and Settlement Hearing.......................................... 16

7. Releases ............................................................................................................. 16

8. Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund ............................................................. 18

9. Plaintiffs’ Counsel’s Attorneys’ Fees, Costs, Charges and Expenses .................. 22

10. Conditions of Settlement and Effect of Disapproval, Cancellation, or Termination ....................................................................................................... 24

11. Confirmatory Discovery ..................................................................................... 28

12. Miscellaneous Provisions ................................................................................... 31


1








Settlement Class Member, on the one hand, and (ii) Defendants Barclays Bank PLC and

Barclays Capital Inc. (collectively, “Barclays”), on the other hand, by and through their counsel

of record in the above-captioned litigation pending in the United States District Court for the

Southern District of New York and any other actions that may be transferred or consolidated into

this litigation (the “Action”). This Stipulation is intended by the parties to fully, finally, and

forever resolve, discharge, and settle the Released Claims upon and subject to the terms and

conditions hereof and subject to the approval of the Court. Throughout this Stipulation, all

capitalized terms used, but not immediately defined, have the meanings given to them in Section

III.1 below.




necessary to prosecute the Action against Barclays through trial. Lead Counsel also have taken

into account the uncertain outcome and risks of further litigation, especially in complex matters

such as this Action. Lead Counsel also are aware of the risks presented by the defenses asserted

in the motion to dismiss briefing. Lead Counsel believe that the Settlement set forth in this

Stipulation confers substantial benefits upon the Settlement Class in light of the circumstances


2

present here. Based on their evaluation, Lead Counsel have determined that the Settlement set

forth in this Stipulation is in the best interests of Plaintiffs and the Settlement Class, and is fair,

reasonable, and adequate.

II. BARCLAYS’ DENIALS OF WRONGDOING AND LIABILITY

Barclays has consistently denied and continues to deny that it has violated any laws and


provisions of law in all material respects. Barclays has denied and continues to deny specifically






Plaintiffs, on the one hand, and Barclays, on the other hand, by and through their respective

counsel of record, that, subject to the approval of the Court pursuant to Rule 23(e) of the Federal

Rules of Civil Procedure, in consideration of the benefits flowing to the parties from the

Settlement set forth herein, the Released Claims shall be finally and fully compromised, settled,

and released as to all Released Parties, and the Action shall be settled, compromised, and

dismissed with prejudice as to the Released Barclays Parties, without costs, except as stated

herein, and releases extended as set forth in this Settlement Agreement, upon and subject to the

terms and conditions of the Stipulation, as follows.

1. Definitions


1.1 “Barclays,” “Released Barclays Parties,” or “Releasing Barclays Parties” mean

Barclays and each of its respective past or present direct and indirect parents (including holding


3

companies), subsidiaries, affiliates, associates (all as defined in SEC Rule 12b-2 promulgated

pursuant to the Securities Exchange Act of 1934), divisions, joint ventures, predecessors,

successors, agents, attorneys, legal or other representatives, insurers (including reinsurers and co-

insurers), assigns, assignees, and current and former employees, officers, and directors of any

other of the foregoing entities.











(May 20, 2015).


Counsel, and consented to by Barclays, which shall not unreasonably withhold such consent.







4



York.







(2014).


the sum of $30,000,000 shall be deposited by or on behalf of Barclays.


consented to by Barclays, which shall not unreasonably withhold such consent.











5

























6









Settling Parties.
















7














Any Plan of Allocation is not part of the Stipulation, and the Released Barclays Parties shall

have no responsibility or liability with respect to the Plan of Allocation.

1.36 “Preliminary Approval Order” means the order requesting, inter alia, the

preliminary approval of the Settlement set forth in the Stipulation, in substantially the form of


Parties.






8










capacity, against the Released Barclays Parties, arising from or relating to the factual predicate of

the Action, including without limitation: (i) any and all conduct related to the setting,





in the CFTC Order; (iv) any bidding, offering or trading by or on behalf of a Released Barclays






on an ISDAfix Benchmark Rate between a Released Barclays Party and any other Person or

entity through voice, telephone, chat rooms, instant messages, e-mail, or other means. For the


9

sake of clarity, the forgoing release: (a) does not release general commercial disputes about

ISDAfix Instruments that are not based on the factual predicate of the Action; (b) does not

release claims relating to the enforcement of the Settlement; and (c) does not release claims

arising out of acts of manipulation that were allegedly undertaken solely for reasons other than to

impact ISDAfix Benchmark Rates such as, without limitation, acts allegedly done to manipulate

the market for U.S. Treasuries around Treasury auctions.







1.42 “Released Parties” means Released Barclays Parties and Released Class Parties.

1.43 “Releasing Parties” means the Releasing Barclays Parties and the Releasing Class

Parties.


1.45 “Settlement Amount” means $29,500,000, plus an additional $500,000 for costs

of notice and administration, for a total of thirty million USD ($30,000,000) in cash.







10

Barclays Parties, provided, however, that Investment Vehicles shall not be excluded from the






2014.




1.51 “Settling Parties” means Plaintiffs and Barclays.


the Court.












11
















2. CAFA Notice


after the Settlement Agreement is filed with the Court, Barclays, at its own cost, shall serve

proper notice of the proposed Settlement upon those who are entitled to such notice pursuant to

CAFA.


12

3. The Settlement


3.1 Barclays shall pay the Settlement Amount in cash into the Escrow Account


Approval Order, provided that the time by which Barclays must pay into the Escrow Account

does not begin to run until Lead Counsel has provided Barclays with such information as

Barclays may require to complete the wire transfer.


Agreement after the failure of Barclays to timely pay the Settlement Amount in accordance with

Paragraph 3.1, if Barclays fails to cure such failure within seven (7) business days of receiving a




settlement, Barclays shall have no responsibility for any other costs, including any attorneys’

fees and expenses or costs of class notice and claims administration, but all such fees, expenses,

and costs shall be paid from the Settlement Fund, as approved by the Court. For the sake of

clarity, Barclays shall bear its own cost in complying with its obligations set forth in

Paragraph 8.2 and Section 11.

B. The Escrow Agent






13





Settlement Fund.












8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of Barclays,

may pay from the Settlement Fund up to $500,000.00 in Class Notice and Administration

Expenses, Taxes, and Tax Expenses associated with providing notice to the Settlement Class and

the administration of the Settlement. Prior to the Effective Date, payment of any Class Notice

and Administration Expenses, Taxes, and Tax Expenses exceeding $500,000.00 shall require

notice to, and agreement from, Barclays, through Barclays’ counsel, which agreement shall not


14

be unreasonably refused. Subsequent to the Effective Date, without further approval by

Barclays, the Settlement Fund may be used by Lead Counsel to pay all reasonable and necessary

Class Notice and Administration Expenses.

4. Taxes






















15








Escrow Account without prior approval of Barclays, and the Escrow Agent shall be obligated













Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to Barclays pursuant to written

instructions from Barclays’ counsel. Barclays shall have no right to seek reimbursement from

any Person for the expenses actually incurred or due and owing for Class Notice and

Administration Expenses, Taxes, or Tax Expenses.


16















Barclays Parties, counsel for Barclays, Plaintiffs, and Plaintiffs’ Counsel with respect to any

claims they may have that arise from any failure of the notice process.






7. Releases




17

fully, finally, and forever released, relinquished, and discharged against the Released Barclays



Claims). Claims to enforce the terms of this Stipulation are not released. The Released Barclays








Released Barclays Parties of any claims for contribution, indemnification or similar claims from




against any of the Released Barclays Parties.






Barclays Parties and any claims arising out of, relating to, or in connection with the defense,


18



7.3 Upon the Effective Date, each of the Releasing Barclays Parties shall be deemed

to have, and by operation of the Judgment and Order of Dismissal shall have, fully, finally, and


Members, and Plaintiffs’ Counsel from any and all Released Defendants’ Claims (including,

without limitation, Unknown Claims) arising out of, relating to, or in connection with, the

institution, prosecution, assertion, settlement, or resolution of the Action or the Released Class

Claims, except for claims relating to the enforcement of the Settlement. The Releasing Barclays

Parties, Plaintiffs, and Plaintiffs’ Counsel acknowledge, and the Settlement Class Members shall

be deemed by operation of law to acknowledge, that the waiver of Unknown Claims, and of the

provisions, rights, and benefits of Section 1542 of the California Civil Code, was bargained for

and is a key element of the Settlement of which the release in this paragraph is a part.

8. Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund






Barclays shall provide or cause to be provided to the Claims Administrator a list of names and


ISDAfix Instruments with Barclays, to the extent such information is reasonably available in

electronic databases in the possession of Barclays (“Counterparty Lists”), or shall otherwise


19

arrange to provide notice to those members of the Settlement Class. However, Barclays shall

begin making reasonable preparations for such production and/or provision of notice no later

than the execution date of this Settlement. The parties shall furnish to the Court a progress report

within ninety (90) days after entry of the Preliminary Approval Order and, should it prove

necessary, every sixty (60) days thereafter. Barclays shall not be required to conduct any

research from external sources to formulate Counterparty Lists. Counterparty Lists shall be

provided in an electronic format mutually acceptable to Barclays and the Claims Administrator.

Barclays shall be responsible for any costs or expenses related to providing Counterparty Lists

and/or providing notice through alternate means to members of the Settlement Class who were

counterparties with or transacted in ISDAfix Instruments with Barclays. The Settling Parties

shall meet and confer in good faith as to whether notice to any portion of the Settlement Class

through alternate means is appropriate; any disputes shall be reserved for resolution by the Court.









Fund.




20




and



Court.


















21







the Court. Barclays will have no involvement in reviewing or challenging claims. Following the



8.9 Lead Counsel shall provide the Plan of Allocation to Barclays for review and

comment at least ten (10) business days before submitting it to the Court. Barclays shall provide

its comments on the Plan of Allocation to Lead Counsel within seven (7) business days of

receiving it. Barclays shall take no position in any Court proceedings with respect to the Plan of

Allocation or any other such plan as may be approved by the Court.


5.1 or as provided in Paragraph 10.4, Barclays shall not have a reversionary interest in the Net









22









Parties, Barclays, Barclays’ counsel, or the Claims Administrator based on distributions made
















23









within thirty (30) days from receiving notice from Barclays’ counsel or from a court of

competent jurisdiction. Any refunds required pursuant to this paragraph shall be the several

obligation of each Plaintiffs’ Counsel receiving fees or expenses to make appropriate refunds or

repayments to the Settlement Fund. Each Plaintiffs’ Counsel, as a condition of receiving such

fees and/or expenses on behalf of itself and each partner and/or shareholder of it, agrees that its

law firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the

purpose of enforcing the provisions of this paragraph.







9.5 The Released Barclays Parties shall not have any responsibility for or liability

with respect to the payment of any Fee and Expense Award to any Plaintiffs’ Counsel, or with


24

respect to the allocation among Plaintiffs’ Counsel and/or any other Person who may assert some

claim thereto, of any Fee and Expense Award that the Court may make in the Action.

10. Conditions of Settlement and Effect of Disapproval, Cancellation, or Termination









by the Mediator;



dismisses with prejudice the Action, as to Barclays; and


10.2 Plaintiffs, through Lead Counsel, and Barclays, through Barclays’ counsel, shall,

in each of their separate discretions, have the right to terminate the Settlement set forth in this

Settlement Agreement by providing written notice of their election to do so (“Termination

Notice”) to all other Parties hereto within thirty (30) days of the date on which: (i) the Court





25



Court’s determination as to the Fee and Expense Application, Plaintiffs’ Service Award




the Effective Date, Barclays shall not have any right to the return of the Settlement Fund or any


Paragraph 10.1, any and all remaining interest or right of Barclays, if any, in or to the Settlement



Paragraph 10.5, unless Lead Counsel and counsel for Barclays mutually agree in writing to

proceed with the Settlement.




exclusion from the Settlement Class with respect to Barclays, shall be excluded from the

Settlement Class with respect to all other Defendants.



such Requests for Exclusion, to Barclays within five (5) business days of the deadline set by the

Court for the filing of Requests for Exclusion. If, after Barclays receives the list of the Opt-Outs,

it decides to request some relief, the Settling Parties shall first meet and confer in good faith. If


26

the Settling Parties are unable to reach agreement and Barclays asserts that the total Requests for



reduce the value of the settlement to Barclays (the “Materiality Threshold”), then Barclays may

present the issue of whether the total Requests for Exclusion meet the Materiality Threshold and,

if so, the issue of the appropriate remedy to an independent and neutral mediator (the

“Mediator”) to be selected in good faith by mutual agreement of the Settling Parties and all other

Defendants whose settlement agreements are submitted for approval simultaneously with this

Settlement Agreement (the “Additional Settling Defendants”). The Mediator’s determinations,

which shall be made after a consolidated mediation involving the Settling Parties and each

Additional Settling Defendant who seeks mediation under Paragraph 10.4(a) of its Settlement

Agreement, shall be binding on the Settling Parties.


reduction remedy is warranted due to a material impact on the value of the Settlement to

Barclays by the Requests for Exclusion. If the Mediator in his sole discretion selects some

reduction as the appropriate remedy, he may not provide for a reduction in the Settlement

Amount greater than a one-to-one ratio: that is, he may not reduce the Settlement Amount by

more than the Opt-Outs would likely have been eligible to receive collectively (but for their

exclusion) from the Settlement Fund (assuming all putative class members submitted claims).

The Mediator is not required to grant any reduction or to impose a one-to-one ratio if he

determines no such reduction is appropriate.


amount of the reduction shall be paid to Barclays from the Settlement Fund.


27

(d) In the alternative to seeking a reduction, Barclays may seek to terminate

the Settlement if, upon application from a settling Defendant, the Mediator determines in his sole


Settlement to Barclays. Any application by Barclays for termination relief under this Paragraph

must be made in writing within 14 days following the receipt from Plaintiffs of the list of Opt-

Outs and accompanying information required to be provided pursuant to Subparagraph 10.4(a)

hereof, or within seven (7) days of a determination on the reduction remedy by the Mediator,

whichever is later. If termination relief is granted to Barclays, any termination shall be effected

solely in accordance with the termination provisions of this Agreement.


Barclays’ counsel copies of all (i) Requests for Exclusion received (including all information










days after written notification of such event is sent by counsel for Barclays or Lead Counsel to

the Escrow Agent, the Settlement Fund, less Class Notice and Administration Expenses, Taxes,

and Tax Expenses reasonably and actually incurred shall be refunded pursuant to written


28

instructions from counsel for Barclays. At the written direction of counsel for Barclays, the

Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and

pay the proceeds, after deduction of any expenses incurred in connection with such application(s)

for refund.















Class Claims as against Barclays, Barclays agrees to provide confirmatory discovery as set forth

in this Section 11. All confirmatory discovery requested by Lead Counsel shall be coordinated

in such a manner so that all unnecessary duplication and expense is avoided. Barclays shall

provide the reasonable confirmatory discovery described herein to the extent it is not prevented

from doing so by any court order or any law, regulation, policy, or other rule of any regulatory


29

agency or governmental body restricting disclosure of documents or information, or by any

express objection from a regulatory agency or governmental body.

11.2 Notwithstanding any other provision in this Settlement Agreement, Barclays may






to, nor do they, waive any such privileges or protections. Counsel for Barclays will meet with

Lead Counsel as is reasonably necessary to discuss any applicable domestic or foreign privilege

or protection. Any disputes regarding privilege, protection or restriction that cannot be resolved

by the parties shall be reserved for resolution by the Court. If any document protected by the

work-product doctrine, the attorney-client privilege, the common interest privilege, the joint

defense privilege, the bank regulatory or examination privilege, obligations under applicable data

privacy laws or regulations, and/or any other applicable privilege or protection is accidentally or

inadvertently produced, Lead Counsel shall, upon notice from Barclays, promptly cease

reviewing the document and return or destroy the document within five (5) business days. Lead

Counsel shall also delete or destroy the portions of any other documents or work product which

refer to or summarize the document. The production of any such document shall in no way be

construed to have waived any privilege or protection attached to such document.





30


confidential and available only to Lead Counsel and counsel for Barclays. The parties expressly


Barclays’ confirmatory discovery, including without limitation oral presentations, may be used






Settlement, Barclays shall begin making reasonable preparations to provide Plaintiffs and




(a) Barclays shall produce reasonably available transaction data maintained

by Barclays involving ISDAfix Instruments from the Settlement Class Period. In advance of the


produced.

(b) Barclays shall produce to Plaintiffs materials produced in response to past

or pending requests to the CFTC (or, to the extent non-duplicative in any material respect, any

other regulator) which relate to potential wrongdoing related to ISDAfix Benchmark Rates, such


(c) Barclays shall provide an attorney proffer, or in lieu of such proffer, shall



31

the witness interviews discussed below, regarding Barclays’ conduct alleged in the Amended

Complaint.

(d) Barclays shall provide interviews with up to three current Barclays

employees (to the extent reasonably available) regarding Barclays’ conduct alleged in the

Amended Complaint. The timing of such interviews shall be mutually agreed upon by Lead

Counsel and counsel for Barclays.

11.5 Barclays agrees to meet and confer in good faith regarding future requests from

Lead Counsel for additional available documents, transaction data, and other information beyond

the items specified in Paragraph 11.4(a)-(d) above in the event that any such documents, data,

and/or other information are necessary for Lead Counsel to prosecute any remaining causes of

action against non-Released Parties in this Action. Barclays need not agree to requests that are















32















liability of Barclays; or (b) are or may be deemed to be or may be used as admissions of, or

evidence of, any fault or omission of Barclays in any civil, criminal, or administrative

proceeding in any court, administrative agency, or other tribunal. The Settling Parties agree to

not make any public statements that assert or imply otherwise. The Released Barclays Parties,

Plaintiffs, Settlement Class Members, and Plaintiffs’ Counsel may file the Stipulation and/or the

Judgment and Order of Dismissal 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, issue


33





their terms.




















34







deem appropriate.











If to Barclays or to Barclays’ counsel:

Matthew J. Porpora SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 12.14 The Stipulation may be executed in one or more counterparts. All executed



35








the Stipulation.





without giving effect to that State’s choice-of-law principles.

12.18 If Plaintiffs reach any other settlements in this action (the “Other Settlements”) in



the scope or value of the case, the Settling Parties agree that (a) the class definition, release and

settlement termination provisions applied to Barclays shall be no less favorable than the

corresponding provisions applicable to the Other Settlements, and (b) other than with respect to

settlements being jointly negotiated at the time of the execution of this Settlement Agreement,

Lead Counsel shall not enter into Other Settlements that provide for a settlement amount of less

than $50 million per defendant. The foregoing limitation with respect to the Settlement Amount


shall not apply to any settlement reached with Defendant ICAP Capitul Markets LLC, which is in

a different financial position than the other Defendants.

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


On Bella/[ of All Nametl Plaintiffs u11d tire Settlement Cla.'l.'l:

~iel:unn;ngham Marc L. Greenwald Steig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP 51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: {212) 849-71 00 [email protected] [email protected] [email protected] [email protected]

Jeremy D. Andersen (pro hue vice) 865 South Figueroa Street, 1Oth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100 [email protected]

Patrick--David W. Mitchell Brian 0 . O'Mnra ROBBINS GELLER RUDMAN

&DOWDLLP 655 West Broadway, Suite 1900 San Diego, CA 921 0 I

36

Maul w J. Porporu SULL, VAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 braffd@su I lcrom.com [email protected]

ndrew Z. M ichne lson OIES SCHILLER & FLEXNER LLP

575 Lexington Ave., Seventh Floor Nc:w York, NY 10022 Telephone: (212) 446-2300 [email protected]


Telephone: (619) 231-1058 Fax: (619) 231-7423 patc@rgrdlaw .com davidm@rgrdlaw .com bomara@rgrdlaw .com

~e(CB-3648) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,

ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 921 01 Telephone: 619-233-4565 Facsimile: 619-233-0508 [email protected] [email protected] [email protected]

David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 [email protected] [email protected] sso ko !@scott -scott. com

[email protected]

37


EXHIBIT A


06085-00001/7777251.4




Plaintiffs,

vs.


Defendants.



[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AGREEMENTS, CERTIFYING THE SETTLEMENT CLASS, AND APPOINTING CLASS COUNSEL AND CLASS REPRESENTATIVES FOR THE SETTLEMENT CLASS Hon. Jesse M. Furman


06085-00001/7777251.4
























06085-00001/7777251.4




Settlement Class;
























06085-00001/7777251.4

























06085-00001/7777251.4




















Settlement Hearing.




approved.

V. OTHER PROVISIONS


been met.


06085-00001/7777251.4





























06085-00001/7777251.4



















only.








06085-00001/7777251.4







Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________



06085-00001/7777251.4

EXHIBIT 1 Stipulation and Agreement of Settlement with Bank of America, N.A. Stipulation and Agreement of Settlement with Barclays Bank PLC Stipulation and Agreement of Settlement with Citigroup Inc. Stipulation and Agreement of Settlement with Credit Suisse AG, New York Branch Stipulation and Agreement of Settlement with Deutsche Bank AG Stipulation and Agreement of Settlement with JPMorgan Chase & Co. Stipulation and Agreement of Settlement with Royal Bank of Scotland PLC


EXHIBIT B


06085-00001/7777167.5




Plaintiffs,

vs.


Defendants.



[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL Hon. Jesse M. Furman


06085-00001/7777167.5












been satisfied.









06085-00001/7777167.5













action.















06085-00001/7777167.5


that:



























06085-00001/7777167.5










released.


















06085-00001/7777167.5




















adequate.









06085-00001/7777167.5





























06085-00001/7777167.5




IT IS SO ORDERED.



EXHIBIT 3





Plaintiffs,

vs.


Defendants.



STIPULATION AND AGREEMENT OF SETTLEMENT WITH CITIGROUP INC.



i

TABLE OF CONTENTS

Page


II. CITI’S DENIALS OF WRONGDOING AND LIABILITY...............................................2


1. Definitions................................................................................................................2

2. CAFA Notice .........................................................................................................11

3. The Settlement .......................................................................................................12



4. Taxes ....................................................................................................................14



7. Releases..................................................................................................................16







1








Settlement Class Member, on the one hand, and (ii) Citigroup Inc. (“Citi”), on the other hand, by

and through their counsel of record in the above-captioned litigation pending in the United States

District Court for the Southern District of New York and any other actions that may be

transferred or consolidated into this litigation (the “Action”). This Stipulation is intended by the

parties to fully, finally, and forever resolve, discharge, and settle the Released Claims upon and

subject to the terms and conditions hereof and subject to the approval of the Court. Throughout

this Stipulation, all capitalized terms used, but not immediately defined, have the meanings given

to them in Section III.1 below.




necessary to prosecute the Action against Citi through trial. Lead Counsel also have taken into







2


and adequate.

II. CITI’S DENIALS OF WRONGDOING AND LIABILITY

Citi has consistently denied and continues to deny that it has violated any laws and


provisions of law in all material respects. Citi has denied and continues to deny specifically each

and all of the claims and contentions of wrongful conduct alleged in the Action, along with all

charges of wrongdoing or liability against it arising out of any of the conduct alleged, or that




Plaintiffs, on the one hand, and Citi, on the other hand, by and through their respective counsel





prejudice as to the Released Citi Parties, without costs, except as stated herein, and releases



1. Definitions


1.1 “Citi,” “Released Citi Parties,” or “Releasing Citi Parties” mean Citi and each of

its respective past or present direct and indirect parents (including holding companies),

subsidiaries, affiliates, associates (all as defined in SEC Rule 12b-2 promulgated pursuant to the


3

Securities Exchange Act of 1934), divisions, joint ventures, predecessors, successors, agents,

attorneys, legal or other representatives, insurers (including reinsurers and co-insurers), assigns,

assignees, and current and former employees, officers, and directors of any other of the

foregoing entities.











(May 20, 2015).


Counsel, and consented to by Citi, which shall not unreasonably withhold such consent.








4


York.







(2014).


the sum of $42,000,000 shall be deposited by or on behalf of Citi.


consented to by Citi, which shall not unreasonably withhold such consent.












5

























6








Settling Parties.

















7













Any Plan of Allocation is not part of the Stipulation, and the Released Citi Parties shall have no





Parties.






8










capacity, against the Released Citi Parties, arising from or relating to the factual predicate of the

Action, including without limitation: (i) any and all conduct related to the setting, submission, or

alleged manipulation of ISDAfix Benchmark Rates; (ii) any purported conspiracy, collusion,

racketeering activity, or other improper conduct regarding ISDAfix Benchmark Rates; (iii) any

and all conduct related to the setting, submission, or alleged manipulation of ISDAfix

Benchmark Rates described in the CFTC Order or of the type described in the CFTC Order; (iv)

any bidding, offering or trading by or on behalf of a Released Citi Party in any product,

including but not limited to interest rate swaps, swap spreads, swap futures, swaptions,

Eurodollar futures, and U.S. Treasuries, that was intended to, or was reportedly or allegedly

intended to, impact ISDAfix Benchmark Rates; and (v) the sharing or exchange of customer

information or confidential information, including but not limited to customer identity, trading

patterns, net positions, or orders, with respect to interest rate swaps or swaptions based on an

ISDAfix Benchmark Rate between a Released Citi Party and any other Person or entity through

voice, telephone, chat rooms, instant messages, e-mail, or other means. For the sake of clarity,


9

the forgoing release: (a) does not release general commercial disputes about ISDAfix












1.42 “Released Parties” means Released Citi Parties and Released Class Parties.

1.43 “Releasing Parties” means the Releasing Citi Parties and the Releasing Class

Parties.


1.45 “Settlement Amount” means forty-two million USD ($42,000,000) in cash.







10

Citi Parties, provided, however, that Investment Vehicles shall not be excluded from the






2014.




1.51 “Settling Parties” means Plaintiffs and Citi.


the Court.












11
















2. CAFA Notice


after the Settlement Agreement is filed with the Court, Citi, at its own cost, shall serve proper



12

3. The Settlement


3.1 Citi shall pay the Settlement Amount in cash into the Escrow Account controlled

by the Escrow Agent within fourteen (14) days of the Court’s entry of the Preliminary Approval

Order, provided that the time by which Citi must pay into the Escrow Account does not begin to

run until Lead Counsel has provided Citi with such information as Citi may require to complete

the wire transfer.


Agreement after the failure of Citi to timely pay the Settlement Amount in accordance with

Paragraph 3.1, if Citi fails to cure such failure within seven (7) business days of receiving a




settlement, Citi shall have no responsibility for any other costs, including any attorneys’ fees and

expenses or costs of class notice and claims administration, but all such fees, expenses, and costs

shall be paid from the Settlement Fund, as approved by the Court. For the sake of clarity, Citi

shall bear its own cost in complying with its obligations set forth in Paragraph 8.2 and Section

11.

B. The Escrow Agent






13





Settlement Fund.












8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of Citi, may





to, and agreement from, Citi, through Citi’s counsel, which agreement shall not be unreasonably


14

refused. Subsequent to the Effective Date, without further approval by Citi, the Settlement Fund

may be used by Lead Counsel to pay all reasonable and necessary Class Notice and

Administration Expenses.

4. Taxes






















15








Escrow Account without prior approval of Citi, and the Escrow Agent shall be obligated













Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to Citi pursuant to written

instructions from Citi’s counsel. Citi shall have no right to seek reimbursement from any Person

for the expenses actually incurred or due and owing for Class Notice and Administration



16















Citi Parties, counsel for Citi, Plaintiffs, and Plaintiffs’ Counsel with respect to any claims they

may have that arise from any failure of the notice process.






7. Releases




17

fully, finally, and forever released, relinquished, and discharged against the Released Citi Parties

(whether or not such Settlement Class Member executes and delivers a Proof of Claim and

Release Form) any and all Released Class Claims (including, without limitation, Unknown

Claims). Claims to enforce the terms of this Stipulation are not released. The Released Citi








Released Citi Parties of any claims for contribution, indemnification or similar claims from other

Defendants in the Action, arising out of or related to the Released Claims, in the manner and to

the fullest extent permitted under the law of New York or any other jurisdiction that might be

construed or deemed to apply to any claims for contribution, indemnification or similar claims

against any of the Released Citi Parties.






Citi Parties and any claims arising out of, relating to, or in connection with the defense,


18



7.3 Upon the Effective Date, each of the Releasing Citi Parties shall be deemed to






Claims, except for claims relating to the enforcement of the Settlement. The Releasing Citi












Citi shall provide or cause to be provided to the Claims Administrator a list of names and


ISDAfix Instruments with Citi, to the extent such information is reasonably available in

electronic databases in the possession of Citi (“Counterparty Lists”), or shall otherwise arrange


19

to provide notice to those members of the Settlement Class. However, Citi shall begin making




every sixty (60) days thereafter. Citi shall not be required to conduct any research from external

sources to formulate Counterparty Lists. Counterparty Lists shall be provided in an electronic

format mutually acceptable to Citi and the Claims Administrator. Citi shall be responsible for

any costs or expenses related to providing Counterparty Lists and/or providing notice through

alternate means to members of the Settlement Class who were counterparties with or transacted

in ISDAfix Instruments with Citi. The Settling Parties shall meet and confer in good faith as to

whether notice to any portion of the Settlement Class through alternate means is appropriate; any

disputes shall be reserved for resolution by the Court.









Fund.




20




and



Court.


















21







the Court. Citi will have no involvement in reviewing or challenging claims. Following the



8.9 Lead Counsel shall provide the Plan of Allocation to Citi for review and comment

at least ten (10) business days before submitting it to the Court. Citi shall provide its comments

on the Plan of Allocation to Lead Counsel within seven (7) business days of receiving it. Citi

shall take no position in any Court proceedings with respect to the Plan of Allocation or any

other such plan as may be approved by the Court.


5.1 or as provided in Paragraph 10.4, Citi shall not have a reversionary interest in the Net









22









Parties, Citi, Citi’s counsel, or the Claims Administrator based on distributions made
















23









within thirty (30) days from receiving notice from Citi’s counsel or from a court of competent













9.5 The Released Citi Parties shall not have any responsibility for or liability with



24




Termination









by the Mediator;



dismisses with prejudice the Action, as to Citi; and


10.2 Plaintiffs, through Lead Counsel, and Citi, through Citi’s counsel, shall, in each of

their separate discretions, have the right to terminate the Settlement set forth in this Settlement

Agreement by providing written notice of their election to do so (“Termination Notice”) to all

other Parties hereto within thirty (30) days of the date on which: (i) the Court enters an order

declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an

order refusing to approve this Settlement Agreement or any material part of it; (iii) the Court

enters an order declining to enter the Judgment and Order of Dismissal in any material respect;


25

or (iv) the Judgment and Order of Dismissal is modified or reversed by a court of appeal or any

higher court in any material respect. Notwithstanding this paragraph, the Court’s determination

as to the Fee and Expense Application, Plaintiffs’ Service Award Application, and/or any Plan of

Allocation, or any determination on appeal from any such order, shall not provide grounds for

termination of this Settlement Agreement or Settlement.


the Effective Date, Citi shall not have any right to the return of the Settlement Fund or any


Paragraph 10.1, any and all remaining interest or right of Citi, if any, in or to the Settlement Fund

shall be absolutely and forever extinguished. If all of the conditions specified in Paragraph 10.1

are not met, then the Stipulation shall be canceled and terminated subject to Paragraph 10.5,

unless Lead Counsel and counsel for Citi mutually agree in writing to proceed with the

Settlement.




exclusion from the Settlement Class with respect to Citi, shall be excluded from the Settlement




such Requests for Exclusion, to Citi within five (5) business days of the deadline set by the Court

for the filing of Requests for Exclusion. If, after Citi receives the list of the Opt-Outs, it decides

to request some relief, the Settling Parties shall first meet and confer in good faith. If the Settling


26

Parties are unable to reach agreement and Citi asserts that the total Requests for Exclusion

represent a material portion of transactions during the Settlement Class Period that would be

eligible for compensation under the Settlement, and their exclusion would materially reduce the

value of the Settlement to Citi (the “Materiality Threshold”), then Citi may present the issue of

whether the total Requests for Exclusion meet the Materiality Threshold and, if so, the issue of

the appropriate remedy to an independent and neutral mediator (the “Mediator”) to be selected in

good faith by mutual agreement of the Settling Parties and all other Defendants whose settlement

agreements are submitted for approval simultaneously with this Settlement Agreement (the

“Additional Settling Defendants”). The Mediator’s determinations, which shall be made after a

consolidated mediation involving the Settling Parties and each Additional Settling Defendant

who seeks mediation under Paragraph 10.4(a) of its Settlement Agreement, shall be binding on



reduction remedy is warranted due to a material impact on the value of the Settlement to Citi by

the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as the

appropriate remedy, he may not provide for a reduction in the Settlement Amount greater than a

one-to-one ratio: that is, he may not reduce the Settlement Amount by more than the Opt-Outs

would likely have been eligible to receive collectively (but for their exclusion) from the





amount of the reduction shall be paid to Citi from the Settlement Fund.


27

(d) In the alternative to seeking a reduction, Citi may seek to terminate the



Settlement to Citi. Any application by Citi for termination relief under this Paragraph must be

made in writing within 14 days following the receipt from Plaintiffs of the list of Opt-Outs and

accompanying information required to be provided pursuant to Paragraph 10.4(a) hereof, or

within seven (7) days of a determination on the reduction remedy by the Mediator, whichever is

later. If termination relief is granted to Citi, any termination shall be effected solely in



Citi’s counsel copies of all (i) Requests for Exclusion received (including all information










days after written notification of such event is sent by counsel for Citi or Lead Counsel to the




28

from counsel for Citi. At the written direction of counsel for Citi, the Escrow Agent or its

















Class Claims as against Citi, Citi agrees to provide confirmatory discovery as set forth in this


a manner so that all unnecessary duplication and expense is avoided. Citi shall provide the






29

11.2 Notwithstanding any other provision in this Settlement Agreement, Citi may






to, nor do they, waive any such privileges or protections. Counsel for Citi will meet with Lead







inadvertently produced, Lead Counsel shall, upon notice from Citi, promptly cease reviewing the

document and return or destroy the document within five (5) business days. Lead Counsel shall

also delete or destroy the portions of any other documents or work product which refer to or







confidential and available only to Lead Counsel and counsel for Citi. The parties expressly agree


30

that any use of the documents, materials and/or information provided in connection with Citi’s

confirmatory discovery, including without limitation oral presentations, may be used directly or

indirectly by Plaintiffs or Lead Counsel solely in connection with the prosecution of the Action,

but not for the institution or prosecution of any other action or proceeding against any Released

Party for any other purpose whatsoever, including, but not limited to, actions or proceedings in

jurisdictions outside the United States.


Settlement, Citi shall begin making reasonable preparations to provide Plaintiffs and Settlement

Class Members the following confirmatory discovery, and shall begin providing such



(a) Citi shall produce reasonably available transaction data maintained by Citi

involving ISDAfix Instruments from the Settlement Class Period. In advance of the production,

the parties will meet and confer on production format and the scope of the data to be produced.

(b) Citi shall produce to Plaintiffs materials produced in response to past or




(c) Citi shall provide an attorney proffer, or in lieu of such proffer, shall make

information similarly available through alternative means such as attorney participation in the

witness interviews discussed below, regarding Citi’s conduct alleged in the Amended Complaint.

(d) Citi shall provide interviews with up to three current Citi employees (to

the extent reasonably available) regarding Citi’s conduct alleged in the Amended Complaint.


31

The timing of such interviews shall be mutually agreed upon by Lead Counsel and counsel for

Citi.

11.5 Citi agrees to meet and confer in good faith regarding future requests from Lead




against non-Released Parties in this Action. Citi need not agree to requests that are unreasonable

or unduly burdensome, and need not agree to requests for which Plaintiffs cannot demonstrate a

substantial need that cannot be reasonably met through alternative means. In the event they

cannot agree, such disputes shall be resolved by the Court.
















32











liability of Citi; or (b) are or may be deemed to be or may be used as admissions of, or evidence

of, any fault or omission of Citi in any civil, criminal, or administrative proceeding in any court,

administrative agency, or other tribunal. The Settling Parties agree to not make any public

statements that assert or imply otherwise. The Released Citi Parties, Plaintiffs, Settlement Class

Members, and Plaintiffs’ Counsel may file the Stipulation and/or the Judgment and Order of

Dismissal 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, issue preclusion

or similar defense or counterclaim, or in connection with any proceeding to enforce the terms of

this Stipulation.



their terms.


33

























34


deem appropriate.











If to Citi or to Citi’s counsel:

Andrew A. Ruffino COVINGTON & BURLING LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 12.14 The Stipulation may be executed in one or more counterparts. All executed










the Stipulation.









the scope or value of the case, the Settling Parties agree that the class definition, release and

settlement termination provisions applied to Citi shall be no less favorable than the

corresponding provisions applicable to the Other Settlements.




/z{/_ ~ ~ .-~-; /·r . .

Daniel L. Brockett Daniel Cunningham Marc L. Greenwald Steig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP

35

On Behalf of Citi:

Andrew A. Ruffino COVINGTON & BURLING LLP The New York Times Building 620 Eighth A venue New York, NY 10018 Telephone: (212) 841-1000


51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: (212) 849-7100 danbrockett@ quinnemanuel.com danielcunningham @quinnemanuel.com marc greenwald @quinnemanuel.com steigolson @quinnemanuel.com

Jeremy D. Andersen (pro hac vice) 865 South Figueroa Street, 1Oth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100 jeremyandersen@ quinnemanuel.com

Patrick l[dy;r:;t5$(A David W. Mitchell Brian 0 . O'Mara ROBBINS GELLER RUDMAN

&DOWDLLP 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: (619) 231-1058 Fax: (619) 231-7423 [email protected] davidm @rgrdlaw .com bomara@ rgrdlaw .com

.,.,...--

Christ er-M:-BuFke-(CB-3648) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,

ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: 619-233-4565 Facsimile: 619-233-0508 cburke@ scott-scott.com wnoss@ scott -scott.com kanderson@ scott -scott. com

36

Fax: (212) 841-1010 aruffino@ cov. com

Alan M . Wiseman Thomas A. Isaacson Andrew D. Lazerow Jamie A. Heine COVINGTON & BURLING LLP One CityCenter 850 Tenth Street, NW Washington, DC 20001 Telephone: (202) 662-6000 [email protected] [email protected] alazerow@ cov .com [email protected]


37

David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington Avenue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 [email protected] [email protected] [email protected]


EXHIBIT A





Plaintiffs,

vs.


Defendants.








Settlement Class;











































Settlement Hearing.




approved.

V. OTHER PROVISIONS


been met.




















only.














Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________



EXHIBIT B





Plaintiffs,

vs.


Defendants.
















been satisfied.





















action.
















that:




































released.





































adequate.












IT IS SO ORDERED.



EXHIBIT 4





Plaintiffs,

vs.


Defendants.



STIPULATION AND AGREEMENT OF SETTLEMENT WITH CREDIT SUISSE AG, NEW YORK BRANCH



i

TABLE OF CONTENTS

Page


II. CREDIT SUISSE’S DENIALS OF WRONGDOING AND LIABILITY .........................2


1. Definitions................................................................................................................2

2. CAFA Notice .........................................................................................................11

3. The Settlement .......................................................................................................12



4. Taxes ....................................................................................................................14



7. Releases..................................................................................................................16







1








Settlement Class Member, on the one hand, and (ii) Credit Suisse AG, New York Branch

(“Credit Suisse”), on the other hand, by and through their counsel of record in the above-

captioned litigation pending in the United States District Court for the Southern District of New

York and any other actions that may be transferred or consolidated into this litigation (the

“Action”). This Stipulation is intended by the parties to fully, finally, and forever resolve,

discharge, and settle the Released Claims upon and subject to the terms and conditions hereof

and subject to the approval of the Court. Throughout this Stipulation, all capitalized terms used,

but not immediately defined, have the meanings given to them in Section III.1 below.




necessary to prosecute the Action against Credit Suisse through trial. Lead Counsel also have

taken into account the uncertain outcome and risks of further litigation, especially in complex

matters such as this Action. Lead Counsel also are aware of the risks presented by the defenses

asserted in the motion to dismiss briefing. Lead Counsel believe that the Settlement set forth in

this Stipulation confers substantial benefits upon the Settlement Class in light of the

circumstances present here. Based on their evaluation, Lead Counsel have determined that the


2

Settlement set forth in this Stipulation is in the best interests of Plaintiffs and the Settlement

Class, and is fair, reasonable, and adequate.

II. CREDIT SUISSE’S DENIALS OF WRONGDOING AND LIABILITY

Credit Suisse has consistently denied and continues to deny that it has violated any laws

and maintains that its conduct was at all times proper and in compliance with all applicable

provisions of law in all material respects. Credit Suisse has denied and continues to deny

specifically each and all of the claims and contentions of wrongful conduct alleged in the Action,

along with all charges of wrongdoing or liability against it arising out of any of the conduct

alleged, or that could have been alleged, in the Action.



Plaintiffs, on the one hand, and Credit Suisse, on the other hand, by and through their respective





dismissed with prejudice as to the Released Credit Suisse Parties, without costs, except as stated



1. Definitions


1.1 “Credit Suisse,” “Released Credit Suisse Parties,” or “Releasing Credit Suisse

Parties” mean Credit Suisse and each of its respective past or present direct and indirect parents

(including holding companies), subsidiaries, affiliates, associates (all as defined in SEC Rule


3

12b-2 promulgated pursuant to the Securities Exchange Act of 1934), divisions, joint ventures,














(May 20, 2015).


Counsel, and consented to by Credit Suisse, which shall not unreasonably withhold such consent.








4


York.







(2014).


the sum of $50,000,000 shall be deposited by or on behalf of Credit Suisse.


consented to by Credit Suisse, which shall not unreasonably withhold such consent.












5

























6








Settling Parties.

















7













Any Plan of Allocation is not part of the Stipulation, and the Released Credit Suisse Parties shall





Parties.






8










capacity, against the Released Credit Suisse Parties, arising from or relating to the factual

predicate of the Action, including without limitation: (i) any and all conduct related to the

setting, submission, or alleged manipulation of ISDAfix Benchmark Rates; (ii) any purported




in the CFTC Order; (iv) any bidding, offering or trading by or on behalf of a Released Credit

Suisse Party in any product, including but not limited to interest rate swaps, swap spreads, swap

futures, swaptions, Eurodollar futures, and U.S. Treasuries, that was intended to, or was

reportedly or allegedly intended to, impact ISDAfix Benchmark Rates; and (v) the sharing or

exchange of customer information or confidential information, including but not limited to

customer identity, trading patterns, net positions, or orders, with respect to interest rate swaps or

swaptions based on an ISDAfix Benchmark Rate between a Released Credit Suisse Party and

any other Person or entity through voice, telephone, chat rooms, instant messages, e-mail, or


9

other means. For the sake of clarity, the forgoing release: (a) does not release general

commercial disputes about ISDAfix Instruments that are not based on the factual predicate of the

Action; (b) does not release claims relating to the enforcement of the Settlement; and (c) does not

release claims arising out of acts of manipulation that were allegedly undertaken solely for

reasons other than to impact ISDAfix Benchmark Rates such as, without limitation, acts

allegedly done to manipulate the market for U.S. Treasuries around Treasury auctions.







1.42 “Released Parties” means Released Credit Suisse Parties and Released Class

Parties.

1.43 “Releasing Parties” means the Releasing Credit Suisse Parties and the Releasing

Class Parties.









10

Credit Suisse Parties, provided, however, that Investment Vehicles shall not be excluded from

the definition of the Settlement Class.





2014.




1.51 “Settling Parties” means Plaintiffs and Credit Suisse.


the Court.












11
















2. CAFA Notice


after the Settlement Agreement is filed with the Court, Credit Suisse, at its own cost, shall serve


CAFA.


12

3. The Settlement


3.1 Credit Suisse shall pay the Settlement Amount in cash into the Escrow Account


Approval Order, provided that the time by which Credit Suisse must pay into the Escrow

Account does not begin to run until Lead Counsel has provided Credit Suisse with such

information as Credit Suisse may require to complete the wire transfer.


Agreement after the failure of Credit Suisse to timely pay the Settlement Amount in accordance

with Paragraph 3.1, if Credit Suisse fails to cure such failure within seven (7) business days of

receiving a written notice from Lead Counsel demanding such cure.



settlement, Credit Suisse shall have no responsibility for any other costs, including any

attorneys’ fees and expenses or costs of class notice and claims administration, but all such fees,

expenses, and costs shall be paid from the Settlement Fund, as approved by the Court. For the

sake of clarity, Credit Suisse shall bear its own cost in complying with its obligations set forth in


B. The Escrow Agent






13





Settlement Fund.












8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of Credit

Suisse, may pay from the Settlement Fund up to $500,000.00 in Class Notice and Administration




notice to, and agreement from, Credit Suisse, through Credit Suisse’s counsel, which agreement


14

shall not be unreasonably refused. Subsequent to the Effective Date, without further approval by

Credit Suisse, the Settlement Fund may be used by Lead Counsel to pay all reasonable and

necessary Class Notice and Administration Expenses.

4. Taxes






















15








Escrow Account without prior approval of Credit Suisse, and the Escrow Agent shall be

obligated (notwithstanding anything herein to the contrary) to withhold from distribution to

Authorized Claimants any funds necessary to pay such amounts, including the establishment of

adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required

to be withheld under Treasury Regulation Section 1.468B-2(l)(2)). The Settling Parties hereto

agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to

the extent reasonably necessary to carry out the provisions of this Section 4.







Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to Credit Suisse pursuant to

written instructions from Credit Suisse’s counsel. Credit Suisse shall have no right to seek

reimbursement from any Person for the expenses actually incurred or due and owing for Class

Notice and Administration Expenses, Taxes, or Tax Expenses.


16















Credit Suisse Parties, counsel for Credit Suisse, Plaintiffs, and Plaintiffs’ Counsel with respect to

any claims they may have that arise from any failure of the notice process.






7. Releases




17

fully, finally, and forever released, relinquished, and discharged against the Released Credit

Suisse Parties (whether or not such Settlement Class Member executes and delivers a Proof of

Claim and Release Form) any and all Released Class Claims (including, without limitation,

Unknown Claims). Claims to enforce the terms of this Stipulation are not released. The

Released Credit Suisse Parties and Plaintiffs acknowledge, and each of the Settlement Class

Members shall be deemed by operation of law to acknowledge, that the waiver of Unknown

Claims, and of the provisions, rights and benefits of Section 1542 of the California Civil Code,

was bargained for and is a key element of the Settlement of which the release in this paragraph is

a part. The releases set forth herein are to be construed pursuant to New York law as set forth in

Paragraph 12.17, including N.Y. General Obligations Law Section 15-108, which bars claims for

contribution by joint tortfeasors and other similar claims. This Stipulation is expressly intended

to absolve the Released Credit Suisse Parties of any claims for contribution, indemnification or

similar claims from other Defendants in the Action, arising out of or related to the Released

Claims, in the manner and to the fullest extent permitted under the law of New York or any other

jurisdiction that might be construed or deemed to apply to any claims for contribution,

indemnification or similar claims against any of the Released Credit Suisse Parties.






Credit Suisse Parties and any claims arising out of, relating to, or in connection with the defense,


18



7.3 Upon the Effective Date, each of the Releasing Credit Suisse Parties shall be




Claims (including, without limitation, Unknown Claims) arising out of, relating to, or in

connection with, the institution, prosecution, assertion, settlement, or resolution of the Action or

the Released Class Claims, except for claims relating to the enforcement of the Settlement. The

Releasing Credit Suisse Parties, Plaintiffs, and Plaintiffs’ Counsel acknowledge, and the

Settlement Class Members shall be deemed by operation of law to acknowledge, that the waiver

of Unknown Claims, and of the provisions, rights, and benefits of Section 1542 of the California

Civil Code, was bargained for and is a key element of the Settlement of which the release in this

paragraph is a part.








Credit Suisse shall provide or cause to be provided to the Claims Administrator a list of names

and addresses of members of the Settlement Class who were counterparties with or transacted in

ISDAfix Instruments with Credit Suisse, to the extent such information is reasonably available in


19

electronic databases in the possession of Credit Suisse (“Counterparty Lists”), or shall otherwise

arrange to provide notice to those members of the Settlement Class. However, Credit Suisse

shall begin making reasonable preparations for such production and/or provision of notice no

later than the execution date of this Settlement. The parties shall furnish to the Court a progress

report within ninety (90) days after entry of the Preliminary Approval Order and, should it prove

necessary, every sixty (60) days thereafter. Credit Suisse shall not be required to conduct any


provided in an electronic format mutually acceptable to Credit Suisse and the Claims

Administrator. Credit Suisse shall be responsible for any costs or expenses related to providing

Counterparty Lists and/or providing notice through alternate means to members of the Settlement

Class who were counterparties with or transacted in ISDAfix Instruments with Credit Suisse.

The Settling Parties shall meet and confer in good faith as to whether notice to any portion of the

Settlement Class through alternate means is appropriate; any disputes shall be reserved for

resolution by the Court.









Fund.


20






and



Court.
















21









the Court. Credit Suisse will have no involvement in reviewing or challenging claims.

Following the Effective Date, the Claims Administrator shall distribute the Net Settlement to

Authorized Claimants pursuant to the Plan of Allocation.

8.9 Lead Counsel shall provide the Plan of Allocation to Credit Suisse for review and

comment at least ten (10) business days before submitting it to the Court. Credit Suisse shall

provide its comments on the Plan of Allocation to Lead Counsel within seven (7) business days

of receiving it. Credit Suisse shall take no position in any Court proceedings with respect to the

Plan of Allocation or any other such plan as may be approved by the Court.


5.1 or as provided in Paragraph 10.4, Credit Suisse shall not have a reversionary interest in the

Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a

reasonable period of time after the initial date of distribution of the Net Settlement Fund, the

Claims Administrator shall, if feasible, allocate such balance among Authorized Claimants in an




22











Parties, Credit Suisse, Credit Suisse’s counsel, or the Claims Administrator based on

distributions made substantially in accordance with the Stipulation and the Settlement contained

herein, the Plan of Allocation, or otherwise as further ordered by the Court. This provision does

not include any claim by any party for breach of this Stipulation.











23











within thirty (30) days from receiving notice from Credit Suisse’s counsel or from a court of














24

9.5 The Released Credit Suisse Parties shall not have any responsibility for or liability

with respect to the payment of any Fee and Expense Award to any Plaintiffs’ Counsel, or with

respect to the allocation among Plaintiffs’ Counsel and/or any other Person who may assert some



Termination









by the Mediator;



dismisses with prejudice the Action, as to Credit Suisse; and


10.2 Plaintiffs, through Lead Counsel, and Credit Suisse, through Credit Suisse’s

counsel, shall, in each of their separate discretions, have the right to terminate the Settlement set

forth in this Settlement Agreement by providing written notice of their election to do so

(“Termination Notice”) to all other Parties hereto within thirty (30) days of the date on which:

(i) the Court enters an order declining to enter the Preliminary Approval Order in any material


25

respect; (ii) the Court enters an order refusing to approve this Settlement Agreement or any

material part of it; (iii) the Court enters an order declining to enter the Judgment and Order of

Dismissal in any material respect; or (iv) the Judgment and Order of Dismissal is modified or

reversed by a court of appeal or any higher court in any material respect. Notwithstanding this

paragraph, the Court’s determination as to the Fee and Expense Application, Plaintiffs’ Service

Award Application, and/or any Plan of Allocation, or any determination on appeal from any such

order, shall not provide grounds for termination of this Settlement Agreement or Settlement.


the Effective Date, Credit Suisse shall not have any right to the return of the Settlement Fund or

any portion thereof for any reason. Upon the occurrence of all of the events referenced in

Paragraph 10.1, any and all remaining interest or right of Credit Suisse, if any, in or to the

Settlement Fund shall be absolutely and forever extinguished. If all of the conditions specified in


Paragraph 10.5, unless Lead Counsel and counsel for Credit Suisse mutually agree in writing to





exclusion from the Settlement Class with respect to Credit Suisse, shall be excluded from the




such Requests for Exclusion, to Credit Suisse within five (5) business days of the deadline set by


26

the Court for the filing of Requests for Exclusion. If, after Credit Suisse receives the list of the

Opt-Outs, it decides to request some relief, the Settling Parties shall first meet and confer in good

faith. If the Settling Parties are unable to reach agreement and Credit Suisse asserts that the total

Requests for Exclusion represent a material portion of transactions during the Settlement Class

Period that would be eligible for compensation under the Settlement, and their exclusion would

materially reduce the value of the settlement to Credit Suisse (the “Materiality Threshold”), then

Credit Suisse may present the issue of whether the total Requests for Exclusion meet the

Materiality Threshold and, if so, the issue of the appropriate remedy to an independent and

neutral mediator (the “Mediator”) to be selected in good faith by mutual agreement of the

Settling Parties and all other Defendants whose settlement agreements are submitted for approval

simultaneously with this Settlement Agreement (the “Additional Settling Defendants”). The

Mediator’s determinations, which shall be made after a consolidated mediation involving the

Settling Parties and each Additional Settling Defendant who seeks mediation under Paragraph

10.4(a) of its Settlement Agreement, shall be binding on the Settling Parties.


reduction remedy is warranted due to a material impact on the value of the Settlement to Credit

Suisse by the Requests for Exclusion. If the Mediator in his sole discretion selects some








27


amount of the reduction shall be paid to Credit Suisse from the Settlement Fund.

(d) In the alternative to seeking a reduction, Credit Suisse may seek to

terminate the Settlement if, upon application from a settling Defendant, the Mediator determines

in his sole discretion that the reduction remedy is not adequate to preserve the essential benefits

of the Settlement to Credit Suisse. Any application by Credit Suisse for termination relief under

this Paragraph must be made in writing within 14 days following the receipt from Plaintiffs of

the list of Opt-Outs and accompanying information required to be provided pursuant to

Subparagraph 10.4(a) hereof, or within seven (7) days of a determination on the reduction

remedy by the Mediator, whichever is later. If termination relief is granted to Credit Suisse, any

termination shall be effected solely in accordance with the termination provisions of this

Agreement.


Credit Suisse’s counsel copies of all (i) Requests for Exclusion received (including all

information provided by the Persons or entities making the requests concerning their transactions

and/or potential claims), (ii) information the Claims Administrator possesses concerning the

volume of trading within the scope of the Released Claims by Persons who have timely

requested exclusion, and (iii) written revocations of Requests for Exclusion.







28

days after written notification of such event is sent by counsel for Credit Suisse or Lead Counsel

to the Escrow Agent, the Settlement Fund, less Class Notice and Administration Expenses,

Taxes, and Tax Expenses reasonably and actually incurred shall be refunded pursuant to written

instructions from counsel for Credit Suisse. At the written direction of counsel for Credit Suisse,

the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and


for refund.















Class Claims as against Credit Suisse, Credit Suisse agrees to provide confirmatory discovery as

set forth in this Section 11. All confirmatory discovery requested by Lead Counsel shall be

coordinated in such a manner so that all unnecessary duplication and expense is avoided. Credit


29

Suisse shall provide the reasonable confirmatory discovery described herein to the extent it is not

prevented from doing so by any court order or any law, regulation, policy, or other rule of any

regulatory agency or governmental body restricting disclosure of documents or information, or

by any express objection from a regulatory agency or governmental body.

11.2 Notwithstanding any other provision in this Settlement Agreement, Credit Suisse

may assert, where applicable, the work-product doctrine, the attorney-client privilege, the

common interest privilege, the joint defense privilege, the bank regulatory or examination

privilege, obligations under applicable data privacy laws or regulations, and/or any other

applicable privilege or protection with respect to any documents, material, and/or information

requested under this Settlement Agreement. None of the confirmatory discovery provisions are

intended to, nor do they, waive any such privileges or protections. Counsel for Credit Suisse will

meet with Lead Counsel as is reasonably necessary to discuss any applicable domestic or foreign

privilege or protection. Any disputes regarding privilege, protection or restriction that cannot be

resolved by the parties shall be reserved for resolution by the Court. If any document protected

by the work-product doctrine, the attorney-client privilege, the common interest privilege, the

joint defense privilege, the bank regulatory or examination privilege, obligations under

applicable data privacy laws or regulations, and/or any other applicable privilege or protection is

accidentally or inadvertently produced, Lead Counsel shall, upon notice from Credit Suisse,

promptly cease reviewing the document and return or destroy the document within five (5)

business days. Lead Counsel shall also delete or destroy the portions of any other documents or

work product which refer to or summarize the document. The production of any such document

shall in no way be construed to have waived any privilege or protection attached to such

document.


30





confidential and available only to Lead Counsel and counsel for Credit Suisse. The parties

expressly agree that any use of the documents, materials and/or information provided in

connection with Credit Suisse’s confirmatory discovery, including without limitation oral

presentations, may be used directly or indirectly by Plaintiffs or Lead Counsel solely in

connection with the prosecution of the Action, but not for the institution or prosecution of any

other action or proceeding against any Released Party for any other purpose whatsoever,

including, but not limited to, actions or proceedings in jurisdictions outside the United States.


Settlement, Credit Suisse shall begin making reasonable preparations to provide Plaintiffs and




(a) Credit Suisse shall produce reasonably available transaction data

maintained by Credit Suisse involving ISDAfix Instruments from the Settlement Class Period.

In advance of the production, the parties will meet and confer on production format and the

scope of the data to be produced.

(b) Credit Suisse shall produce to Plaintiffs materials produced in response to

past or pending requests to the CFTC (or, to the extent non-duplicative in any material respect,


31

any other regulator) which relate to potential wrongdoing related to ISDAfix Benchmark Rates,

such determinations to be made in good faith and subject to conferrals.

(c) Credit Suisse shall provide an attorney proffer, or in lieu of such proffer,

shall make information similarly available through alternative means such as attorney

participation in the witness interviews discussed below, regarding Credit Suisse’s conduct

alleged in the Amended Complaint.

(d) Credit Suisse shall provide interviews with up to three current Credit

Suisse employees (to the extent reasonably available) regarding Credit Suisse’s conduct alleged

in the Amended Complaint. The timing of such interviews shall be mutually agreed upon by

Lead Counsel and counsel for Credit Suisse.

11.5 Credit Suisse agrees to meet and confer in good faith regarding future requests

from Lead Counsel for additional available documents, transaction data, and other information

beyond the items specified in Paragraph 11.4(a)-(d) above in the event that any such documents,

data, and/or other information are necessary for Lead Counsel to prosecute any remaining causes

of action against non-Released Parties in this Action. Credit Suisse need not agree to requests

that are unreasonable or unduly burdensome, and need not agree to requests for which Plaintiffs

cannot demonstrate a substantial need that cannot be reasonably met through alternative means.

In the event they cannot agree, such disputes shall be resolved by the Court.







32




















liability of Credit Suisse; or (b) are or may be deemed to be or may be used as admissions of, or

evidence of, any fault or omission of Credit Suisse in any civil, criminal, or administrative


not make any public statements that assert or imply otherwise. The Released Credit Suisse


33

Parties, Plaintiffs, Settlement Class Members, and Plaintiffs’ Counsel may file the Stipulation

and/or the Judgment and Order of Dismissal 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, issue preclusion or similar defense or counterclaim, or in connection with any

proceeding to enforce the terms of this Stipulation.



their terms.















34












deem appropriate.












35

If to Credit Suisse or to Credit Suisse’s counsel:

David G. Januszewski CAHILL GORDON & REINDEL LLP 80 Pine Street New York, NY 10005 12.14 The Stipulation may be executed in one or more counterparts. All executed









the Stipulation.










settlement termination provisions applied to Credit Suisse shall be no less favorable than the






shall not apply to any settlement reached with Defendant ICAP Capital Markets LLC, which is in


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

executed, by their duly authorized attorneys, dated April 11, 2016.


Dai[1e~. . rockett D~ Cunningham Marc L. Greenwald Steig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP 51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: (212) 849-7100 danbrockett@ quinnemanuel.com danielcunningham@ quinnemanuel.com marc greenwald @quinnemanuel.com steigolson @quinnemanuel.com

Jeremy D. Andersen (pro hac vice) 865 South Figueroa Street, lOth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100 jerem yandersen@ quinnemanuel.com

36

On Behalf of Credit Suisse:

~~~ Herbert S. Washer Landis C. Best CAHILL GORDON & REINDEL LLP 80 Pine Street New York, NY 10005 Telephone: (212) 701-3000 Fax: (212) 269-5420 dj anuszewski@ cahill.com [email protected] lbest @cahill.com


PatrickJ. Co~ David W. Mitchell Brian 0. O'Mara ROBBINS GELLER RUDMAN

&DOWDLLP 65 5 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: (619) 231-1058 Fax: (619) 231-7423 patc@rgrdlaw .com [email protected] [email protected]

Chrislopl~8) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,


David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 [email protected] dbro ggi@scott-scott. com [email protected]

37


EXHIBIT A


06085-00001/7777251.4



ALASKA ELECTRICAL PENSION FUND;

GENESEE COUNTY EMPLOYEES’

RETIREMENT SYSTEM; COUNTY OF

MONTGOMERY, PENNSYLVANIA;

COUNTY OF WASHINGTON,

PENNSYLVANIA; and CITY OF NEW

BRITAIN, CONNECTICUT, on behalf of

themselves and all others similarly situated,

Plaintiffs,

vs.

BANK OF AMERICA CORPORATION;

BARCLAYS BANK PLC; B.N.P. PARIBAS

SA; CITIGROUP INC.; CREDIT SUISSE

AG, NEW YORK BRANCH; DEUTSCHE

BANK AG; THE GOLDMAN SACHS

GROUP, INC.; HSBC BANK PLC; ICAP

CAPITAL MARKETS LLC; JPMORGAN

CHASE & CO.; MORGAN STANLEY & CO.

LLC; NOMURA SECURITIES

INTERNATIONAL, INC.; ROYAL BANK

OF SCOTLAND PLC; UBS AG; and WELLS

FARGO BANK, N.A.,

Defendants.


14-cv-7907 (JMF)

14-cv-8342 (JMF)

14-cv-8365 (JMF)

14-cv-8576 (JMF)

[PROPOSED] ORDER PRELIMINARILY

APPROVING SETTLEMENT

AGREEMENTS, CERTIFYING THE

SETTLEMENT CLASS, AND APPOINTING

CLASS COUNSEL AND CLASS

REPRESENTATIVES FOR THE

SETTLEMENT CLASS



06085-00001/7777251.4





















1 As defined in the Settlement Agreements, the “Action” means the above-captioned

litigation pending in the United States District Court for the Southern District of New York and

any other actions that may be transferred or consolidated into this litigation.

2 As defined in the Settlement Agreements, “Plaintiffs” are Alaska Electrical Pension



Washington, Pennsylvania.


06085-00001/7777251.4




Settlement Class;
























06085-00001/7777251.4

all Persons or entities who entered into, received or made payments on,

terminated, transacted in, or held an ISDAfix Instrument during the Settlement

Class Period. Excluded from the Settlement Class are Defendants and their

employees, affiliates, parents, subsidiaries, and co-conspirators, should any exist,

whether or not named in the Amended Complaint, and the United States

Government, and all of the Released [[Bank]] Parties, provided, however, that

Investment Vehicles shall not be excluded from the definition of the Settlement

Class.
























06085-00001/7777251.4




















Settlement Hearing.




approved.

V. OTHER PROVISIONS


been met.


06085-00001/7777251.4





























06085-00001/7777251.4



















only.








06085-00001/7777251.4







Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________

HON. JESSE M. FURMAN

UNITED STATES DISTRICT JUDGE


06085-00001/7777251.4

EXHIBIT 1

Stipulation and Agreement of Settlement with Bank of America, N.A.

Stipulation and Agreement of Settlement with Barclays Bank PLC

Stipulation and Agreement of Settlement with Citigroup Inc.

Stipulation and Agreement of Settlement with Credit Suisse AG, New York Branch

Stipulation and Agreement of Settlement with Deutsche Bank AG

Stipulation and Agreement of Settlement with JPMorgan Chase & Co.

Stipulation and Agreement of Settlement with Royal Bank of Scotland PLC


EXHIBIT B


06085-00001/7777167.5











Plaintiffs,

vs.












FARGO BANK, N.A.,

Defendants.


14-cv-7907 (JMF)

14-cv-8342 (JMF)

14-cv-8365 (JMF)

14-cv-8576 (JMF)

[PROPOSED] FINAL JUDGMENT AND

ORDER OF DISMISSAL



06085-00001/7777167.5












been satisfied.






certifies solely for settlement purposes the following Settlement Class:






Government, and all of the Released [[Bank]] parties, provided, however, that


Class.

1 Plaintiffs are Alaska Electrical Pension Fund; County of Beaver, Pennsylvania; City of

New Britain, Connecticut; Genesee County Employees’ Retirement System; County of

Montgomery, Pennsylvania; and County of Washington, Pennsylvania.


06085-00001/7777167.5













action.















06085-00001/7777167.5


that:



























06085-00001/7777167.5










released.


















06085-00001/7777167.5




















adequate.









06085-00001/7777167.5





























06085-00001/7777167.5




IT IS SO ORDERED.

DATED: __________________ ___________________________________




EXHIBIT 5





Plaintiffs,

vs.


Defendants.



STIPULATION AND AGREEMENT OF SETTLEMENT WITH DEUTSCHE BANK AG



i

TABLE OF CONTENTS

Page


II. DEUTSCHE BANK’S DENIALS OF WRONGDOING AND LIABILITY .....................2


1. Definitions................................................................................................................2

2. CAFA Notice .........................................................................................................11

3. The Settlement .......................................................................................................12



4. Taxes ....................................................................................................................14



7. Releases..................................................................................................................16







1








Settlement Class Member, on the one hand, and (ii) Deutsche Bank AG (“Deutsche Bank”), on

the other hand, by and through their counsel of record in the above-captioned litigation pending

in the United States District Court for the Southern District of New York and any other actions

that may be transferred or consolidated into this litigation (the “Action”). This Stipulation is

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

Claims upon and subject to the terms and conditions hereof and subject to the approval of the

Court. Throughout this Stipulation, all capitalized terms used, but not immediately defined, have

the meanings given to them in Section III.1 below.




necessary to prosecute the Action against Deutsche Bank through trial. Lead Counsel also have

taken into account the uncertain outcome and risks of further litigation, especially in complex

matters such as this Action. Lead Counsel also are aware of the risks presented by the defenses

asserted in the motion to dismiss briefing. Lead Counsel believe that the Settlement set forth in

this Stipulation confers substantial benefits upon the Settlement Class in light of the

circumstances present here. Based on their evaluation, Lead Counsel have determined that the


2

Settlement set forth in this Stipulation is in the best interests of Plaintiffs and the Settlement

Class, and is fair, reasonable, and adequate.

II. DEUTSCHE BANK’S DENIALS OF WRONGDOING AND LIABILITY

Deutsche Bank has consistently denied and continues to deny that it has violated any laws

and maintains that its conduct was at all times proper and in compliance with all applicable

provisions of law in all material respects. Deutsche Bank has denied and continues to deny






Plaintiffs, on the one hand, and Deutsche Bank, on the other hand, by and through their

respective counsel of record, that, subject to the approval of the Court pursuant to Rule 23(e) of

the Federal Rules of Civil Procedure, in consideration of the benefits flowing to the parties from

the Settlement set forth herein, the Released Claims shall be finally and fully compromised,

settled, and released as to all Released Parties, and the Action shall be settled, compromised, and

dismissed with prejudice as to the Released Deutsche Bank Parties, without costs, except as

stated herein, and releases extended as set forth in this Settlement Agreement, upon and subject

to the terms and conditions of the Stipulation, as follows.

1. Definitions


1.1 “Deutsche Bank,” “Released Deutsche Bank Parties,” or “Releasing Deutsche

Bank Parties” mean Deutsche Bank and each of its respective past or present direct and indirect

parents (including holding companies), subsidiaries, affiliates, associates (all as defined in SEC


3

Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934), divisions, joint

ventures, predecessors, successors, agents, attorneys, legal or other representatives, insurers

(including reinsurers and co-insurers), assigns, assignees, and current and former employees,

officers, and directors of any other of the foregoing entities.











(May 20, 2015).


Counsel, and consented to by Deutsche Bank, which shall not unreasonably withhold such

consent.







4



York.







(2014).


the sum of $50,000,000 shall be deposited by or on behalf of Deutsche Bank.


consented to by Deutsche Bank, which shall not unreasonably withhold such consent.











5

























6









Settling Parties.
















7














Any Plan of Allocation is not part of the Stipulation, and the Released Deutsche Bank Parties

shall have no responsibility or liability with respect to the Plan of Allocation.




Parties.






8










capacity, against the Released Deutsche Bank Parties, arising from or relating to the factual

predicate of the Action, including without limitation: (i) any and all conduct related to the

setting, submission, or alleged manipulation of ISDAfix Benchmark Rates; (ii) any purported




in the CFTC Order; (iv) any bidding, offering or trading by or on behalf of a Released Deutsche

Bank Party in any product, including but not limited to interest rate swaps, swap spreads, swap

futures, swaptions, Eurodollar futures, and U.S. Treasuries, that was intended to, or was

reportedly or allegedly intended to, impact ISDAfix Benchmark Rates; and (v) the sharing or

exchange of customer information or confidential information, including but not limited to

customer identity, trading patterns, net positions, or orders, with respect to interest rate swaps or

swaptions based on an ISDAfix Benchmark Rate between a Released Deutsche Bank Party and

any other Person or entity through voice, telephone, chat rooms, instant messages, e-mail, or


9

other means. For the sake of clarity, the forgoing release: (a) does not release general

commercial disputes about ISDAfix Instruments that are not based on the factual predicate of the

Action; (b) does not release claims relating to the enforcement of the Settlement; and (c) does not

release claims arising out of acts of manipulation that were allegedly undertaken solely for

reasons other than to impact ISDAfix Benchmark Rates such as, without limitation, acts

allegedly done to manipulate the market for U.S. Treasuries around Treasury auctions.







1.42 “Released Parties” means Released Deutsche Bank Parties and Released Class

Parties.

1.43 “Releasing Parties” means the Releasing Deutsche Bank Parties and the Releasing

Class Parties.









10

Deutsche Bank Parties, provided, however, that Investment Vehicles shall not be excluded from

the definition of the Settlement Class.





2014.




1.51 “Settling Parties” means Plaintiffs and Deutsche Bank.


the Court.












11
















2. CAFA Notice


after the Settlement Agreement is filed with the Court, Deutsche Bank, at its own cost, shall

serve proper notice of the proposed Settlement upon those who are entitled to such notice

pursuant to CAFA.


12

3. The Settlement


3.1 Deutsche Bank shall pay the Settlement Amount in cash into the Escrow Account


Approval Order, provided that the time by which Deutsche Bank must pay into the Escrow

Account does not begin to run until Lead Counsel has provided Deutsche Bank with such

information as Deutsche Bank may require to complete the wire transfer.


Agreement after the failure of Deutsche Bank to timely pay the Settlement Amount in

accordance with Paragraph 3.1, if Deutsche Bank fails to cure such failure within seven (7)

business days of receiving a written notice from Lead Counsel demanding such cure.



settlement, Deutsche Bank shall have no responsibility for any other costs, including any

attorneys’ fees and expenses or costs of class notice and claims administration, but all such fees,

expenses, and costs shall be paid from the Settlement Fund, as approved by the Court. For the

sake of clarity, Deutsche Bank shall bear its own cost in complying with its obligations set forth

in Paragraph 8.2 and Section 11.

B. The Escrow Agent






13





Settlement Fund.












8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of Deutsche

Bank, may pay from the Settlement Fund up to $500,000.00 in Class Notice and Administration




notice to, and agreement from, Deutsche Bank, through Deutsche Bank’s counsel, which


14

agreement shall not be unreasonably refused. Subsequent to the Effective Date, without further

approval by Deutsche Bank, the Settlement Fund may be used by Lead Counsel to pay all

reasonable and necessary Class Notice and Administration Expenses.

4. Taxes






















15








Escrow Account without prior approval of Deutsche Bank, and the Escrow Agent shall be

obligated (notwithstanding anything herein to the contrary) to withhold from distribution to

Authorized Claimants any funds necessary to pay such amounts, including the establishment of

adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required

to be withheld under Treasury Regulation Section 1.468B-2(l)(2)). The Settling Parties hereto

agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to

the extent reasonably necessary to carry out the provisions of this Section 4.







Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to Deutsche Bank pursuant to

written instructions from Deutsche Bank’s counsel. Deutsche Bank shall have no right to seek

reimbursement from any Person for the expenses actually incurred or due and owing for Class

Notice and Administration Expenses, Taxes, or Tax Expenses.


16















Deutsche Bank Parties, counsel for Deutsche Bank, Plaintiffs, and Plaintiffs’ Counsel with

respect to any claims they may have that arise from any failure of the notice process.






7. Releases




17

fully, finally, and forever released, relinquished, and discharged against the Released Deutsche

Bank Parties (whether or not such Settlement Class Member executes and delivers a Proof of

Claim and Release Form) any and all Released Class Claims (including, without limitation,

Unknown Claims). Claims to enforce the terms of this Stipulation are not released. The

Released Deutsche Bank Parties and Plaintiffs acknowledge, and each of the Settlement Class


Claims, and of the provisions, rights and benefits of Section 1542 of the California Civil Code,


a part. The releases set forth herein are to be construed pursuant to New York law as set forth in



to absolve the Released Deutsche Bank Parties of any claims for contribution, indemnification or




indemnification or similar claims against any of the Released Deutsche Bank Parties.






Deutsche Bank Parties and any claims arising out of, relating to, or in connection with the


18

defense, settlement, or resolution of the Action or the Released Class Claims, except for claims

relating to the enforcement of the Settlement.

7.3 Upon the Effective Date, each of the Releasing Deutsche Bank Parties shall be




Claims (including, without limitation, Unknown Claims) arising out of, relating to, or in

connection with, the institution, prosecution, assertion, settlement, or resolution of the Action or

the Released Class Claims, except for claims relating to the enforcement of the Settlement. The

Releasing Deutsche Bank Parties, Plaintiffs, and Plaintiffs’ Counsel acknowledge, and the

Settlement Class Members shall be deemed by operation of law to acknowledge, that the waiver

of Unknown Claims, and of the provisions, rights, and benefits of Section 1542 of the California

Civil Code, was bargained for and is a key element of the Settlement of which the release in this

paragraph is a part.








Deutsche Bank shall provide or cause to be provided to the Claims Administrator a list of names

and addresses of members of the Settlement Class who were counterparties with or transacted in

ISDAfix Instruments with Deutsche Bank, to the extent such information is reasonably available


19

in electronic databases in the possession of Deutsche Bank (“Counterparty Lists”), or shall

otherwise arrange to provide notice to those members of the Settlement Class. However,

Deutsche Bank shall begin making reasonable preparations for such production and/or provision

of notice no later than the execution date of this Settlement. The parties shall furnish to the

Court a progress report within ninety (90) days after entry of the Preliminary Approval Order

and, should it prove necessary, every sixty (60) days thereafter. Deutsche Bank shall not be

required to conduct any research from external sources to formulate Counterparty Lists.

Counterparty Lists shall be provided in an electronic format mutually acceptable to Deutsche

Bank and the Claims Administrator. Deutsche Bank shall be responsible for any costs or

expenses related to providing Counterparty Lists and/or providing notice through alternate means

to members of the Settlement Class who were counterparties with or transacted in ISDAfix

Instruments with Deutsche Bank. The Settling Parties shall meet and confer in good faith as to











Fund.


20






and



Court.
















21









the Court. Deutsche Bank will have no involvement in reviewing or challenging claims.

Following the Effective Date, the Claims Administrator shall distribute the Net Settlement to

Authorized Claimants pursuant to the Plan of Allocation.

8.9 Lead Counsel shall provide the Plan of Allocation to Deutsche Bank for review

and comment at least ten (10) business days before submitting it to the Court. Deutsche Bank

shall provide its comments on the Plan of Allocation to Lead Counsel within seven (7) business

days of receiving it. Deutsche Bank shall take no position in any Court proceedings with respect

to the Plan of Allocation or any other such plan as may be approved by the Court.


5.1 or as provided in Paragraph 10.4, Deutsche Bank shall not have a reversionary interest in the

Net Settlement Fund. If there is any balance remaining in the Net Settlement Fund after a

reasonable period of time after the initial date of distribution of the Net Settlement Fund, the

Claims Administrator shall, if feasible, allocate such balance among Authorized Claimants in an




22











Parties, Deutsche Bank, Deutsche Bank’s counsel, or the Claims Administrator based on

distributions made substantially in accordance with the Stipulation and the Settlement contained

herein, the Plan of Allocation, or otherwise as further ordered by the Court. This provision does

not include any claim by any party for breach of this Stipulation.











23











within thirty (30) days from receiving notice from Deutsche Bank’s counsel or from a court of














24

9.5 The Released Deutsche Bank Parties shall not have any responsibility for or

liability with respect to the payment of any Fee and Expense Award to any Plaintiffs’ Counsel,

or with respect to the allocation among Plaintiffs’ Counsel and/or any other Person who may

assert some claim thereto, of any Fee and Expense Award that the Court may make in the

Action.


Termination









by the Mediator;



dismisses with prejudice the Action, as to Deutsche Bank; and


10.2 Plaintiffs, through Lead Counsel, and Deutsche Bank, through Deutsche Bank’s

counsel, shall, in each of their separate discretions, have the right to terminate the Settlement set

forth in this Settlement Agreement by providing written notice of their election to do so

(“Termination Notice”) to all other Parties hereto within thirty (30) days of the date on which:


25

(i) the Court enters an order declining to enter the Preliminary Approval Order in any material

respect; (ii) the Court enters an order refusing to approve this Settlement Agreement or any

material part of it; (iii) the Court enters an order declining to enter the Judgment and Order of

Dismissal in any material respect; or (iv) the Judgment and Order of Dismissal is modified or

reversed by a court of appeal or any higher court in any material respect. Notwithstanding this

paragraph, the Court’s determination as to the Fee and Expense Application, Plaintiffs’ Service

Award Application, and/or any Plan of Allocation, or any determination on appeal from any such

order, shall not provide grounds for termination of this Settlement Agreement or Settlement.


the Effective Date, Deutsche Bank shall not have any right to the return of the Settlement Fund

or any portion thereof for any reason. Upon the occurrence of all of the events referenced in

Paragraph 10.1, any and all remaining interest or right of Deutsche Bank, if any, in or to the



Paragraph 10.5, unless Lead Counsel and counsel for Deutsche Bank mutually agree in writing to





exclusion from the Settlement Class with respect to Deutsche Bank, shall be excluded from the





26

such Requests for Exclusion, to Deutsche Bank within five (5) business days of the deadline set

by the Court for the filing of Requests for Exclusion. If, after Deutsche Bank receives the list of

the Opt-Outs, it decides to request some relief, the Settling Parties shall first meet and confer in

good faith. If the Settling Parties are unable to reach agreement and Deutsche Bank asserts that

the total Requests for Exclusion represent a material portion of transactions during the

Settlement Class Period that would be eligible for compensation under the Settlement, and their

exclusion would materially reduce the value of the settlement to Deutsche Bank (the “Materiality

Threshold”), then Deutsche Bank may present the issue of whether the total Requests for

Exclusion meet the Materiality Threshold and, if so, the issue of the appropriate remedy to an

independent and neutral mediator (the “Mediator”) to be selected in good faith by mutual

agreement of the Settling Parties and all other Defendants whose settlement agreements are

submitted for approval simultaneously with this Settlement Agreement (the “Additional Settling

Defendants”). The Mediator’s determinations, which shall be made after a consolidated

mediation involving the Settling Parties and each Additional Settling Defendant who seeks

mediation under Paragraph 10.4(a) of its Settlement Agreement, shall be binding on the Settling

Parties.



Deutsche Bank by the Requests for Exclusion. If the Mediator in his sole discretion selects some






27




amount of the reduction shall be paid to Deutsche Bank from the Settlement Fund.

(d) In the alternative to seeking a reduction, Deutsche Bank may seek to

terminate the Settlement if, upon application from a settling Defendant, the Mediator determines

in his sole discretion that the reduction remedy is not adequate to preserve the essential benefits

of the Settlement to Deutsche Bank. Any application by Deutsche Bank for termination relief

under this Paragraph must be made in writing within 14 days following the receipt from

Plaintiffs of the list of Opt-Outs and accompanying information required to be provided pursuant

to Subparagraph 10.4(a) hereof, or within seven (7) days of a determination on the reduction

remedy by the Mediator, whichever is later. If termination relief is granted to Deutsche Bank,

any termination shall be effected solely in accordance with the termination provisions of this

Agreement.


Deutsche Bank’s counsel copies of all (i) Requests for Exclusion received (including all

information provided by the Persons or entities making the requests concerning their transactions

and/or potential claims), (ii) information the Claims Administrator possesses concerning the

volume of trading within the scope of the Released Claims by Persons who have timely

requested exclusion, and (iii) written revocations of Requests for Exclusion.





28



days after written notification of such event is sent by counsel for Deutsche Bank or Lead

Counsel to the Escrow Agent, the Settlement Fund, less Class Notice and Administration

Expenses, Taxes, and Tax Expenses reasonably and actually incurred shall be refunded pursuant

to written instructions from counsel for Deutsche Bank. At the written direction of counsel for

Deutsche Bank, the Escrow Agent or its designee shall apply for any tax refund owed on the

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

with such application(s) for refund.















Class Claims as against Deutsche Bank, Deutsche Bank agrees to provide confirmatory


29

discovery as set forth in this Section 11. All confirmatory discovery requested by Lead Counsel

shall be coordinated in such a manner so that all unnecessary duplication and expense is avoided.

Deutsche Bank shall provide the reasonable confirmatory discovery described herein to the

extent it is not prevented from doing so by any court order or any law, regulation, policy, or

other rule of any regulatory agency or governmental body restricting disclosure of documents or

information, or by any express objection from a regulatory agency or governmental body.

11.2 Notwithstanding any other provision in this Settlement Agreement, Deutsche

Bank may assert, where applicable, the work-product doctrine, the attorney-client privilege, the





intended to, nor do they, waive any such privileges or protections. Counsel for Deutsche Bank

will meet with Lead Counsel as is reasonably necessary to discuss any applicable domestic or

foreign privilege or protection. Any disputes regarding privilege, protection or restriction that

cannot be resolved by the parties shall be reserved for resolution by the Court. If any document

protected by the work-product doctrine, the attorney-client privilege, the common interest

privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations

under applicable data privacy laws or regulations, and/or any other applicable privilege or

protection is accidentally or inadvertently produced, Lead Counsel shall, upon notice from

Deutsche Bank, promptly cease reviewing the document and return or destroy the document

within five (5) business days. Lead Counsel shall also delete or destroy the portions of any other

documents or work product which refer to or summarize the document. The production of any


30

such document shall in no way be construed to have waived any privilege or protection attached

to such document.





confidential and available only to Lead Counsel and counsel for Deutsche Bank. The parties


connection with Deutsche Bank’s confirmatory discovery, including without limitation oral






Settlement, Deutsche Bank shall begin making reasonable preparations to provide Plaintiffs and




(a) Deutsche Bank shall produce reasonably available transaction data

maintained by Deutsche Bank involving ISDAfix Instruments from the Settlement Class Period.

In advance of the production, the parties will meet and confer on production format and the

scope of the data to be produced.


31

(b) Deutsche Bank shall produce to Plaintiffs materials produced in response

to past or pending requests to the CFTC (or, to the extent non-duplicative in any material respect,

any other regulator) which relate to potential wrongdoing related to ISDAfix Benchmark Rates,


(c) Deutsche Bank shall provide an attorney proffer, or in lieu of such proffer,

shall make information similarly available through alternative means such as attorney

participation in the witness interviews discussed below, regarding Deutsche Bank’s conduct

alleged in the Amended Complaint.

(d) Deutsche Bank shall provide interviews with up to three current Deutsche

Bank employees (to the extent reasonably available) regarding Deutsche Bank’s conduct alleged

in the Amended Complaint. The timing of such interviews shall be mutually agreed upon by

Lead Counsel and counsel for Deutsche Bank.

11.5 Deutsche Bank agrees to meet and confer in good faith regarding future requests

from Lead Counsel for additional available documents, transaction data, and other information

beyond the items specified in Paragraph 11.4(a)-(d) above in the event that any such documents,

data, and/or other information are necessary for Lead Counsel to prosecute any remaining causes

of action against non-Released Parties in this Action. Deutsche Bank need not agree to requests

that are unreasonable or unduly burdensome, and need not agree to requests for which Plaintiffs

cannot demonstrate a substantial need that cannot be reasonably met through alternative means.

In the event they cannot agree, such disputes shall be resolved by the Court.





32






















liability of Deutsche Bank; or (b) are or may be deemed to be or may be used as admissions of,

or evidence of, any fault or omission of Deutsche Bank in any civil, criminal, or administrative


33


not make any public statements that assert or imply otherwise. The Released Deutsche Bank

Parties, Plaintiffs, Settlement Class Members, and Plaintiffs’ Counsel may file the Stipulation

and/or the Judgment and Order of Dismissal 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, issue preclusion or similar defense or counterclaim, or in connection with any

proceeding to enforce the terms of this Stipulation.



their terms.














34













deem appropriate.










David W. Mitchell ROBBINS GELLER RUDMAN & DOWD LLP


35

655 West Broadway, Suite 1900 San Diego, CA 92101

If to Deutsche Bank or to Deutsche Bank’s counsel:

Moses Silverman PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 12.14 The Stipulation may be executed in one or more counterparts. All executed









the Stipulation.











settlement termination provisions applied to Deutsche Bank shall be no less favorable than the










Dan· I roc t Da . Cururi'il'gham

arc L. Greenwald Steig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP 51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: (212) 849-7100 [email protected] danielcunningham @quinnemanuel.com marc greenwald@ quinnemanuel.com steigolson @quinnemanuel.com

Jeremy D. Andersen (pro hac vice) 865 South Figueroa Street, 1Oth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100 jeremyandersen @quinnemanuel.com

36

On Behalf of Deutsche Bank:

OS

es L. Brochin Aaron Delaney PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 A venue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Fax: (212) 757-3990 msil verman @paulweiss.com jbrochin @paulweiss.com adelaney@ paul weiss. com


Christopher M. Burke (CB-3648) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,

ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: 619-233-4565 Facsimile: 619-233-0508 [email protected] [email protected] [email protected]

David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 [email protected] dbroggi@scott -scott .com [email protected]

37


Patrick J. Coughlin David W. Mitchell Brian 0. O'Mara ROBBINS GELLER RUDMAN

&DOWDLLP 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: (619) 231-1058 Fax: (619) 231-7423 [email protected] davidm@rgrdlaw .com [email protected]

~~M. Burke (CB-3648) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,

ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: 619-233-4565 Facsimile: 619-233-0508 [email protected] [email protected] kanderson@scott -scott.com

David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 [email protected] [email protected] [email protected]

37


EXHIBIT A


06085-00001/7777251.4




Plaintiffs,

vs.


Defendants.





06085-00001/7777251.4
























06085-00001/7777251.4




Settlement Class;
























06085-00001/7777251.4

























06085-00001/7777251.4




















Settlement Hearing.




approved.

V. OTHER PROVISIONS


been met.


06085-00001/7777251.4





























06085-00001/7777251.4



















only.








06085-00001/7777251.4







Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________



06085-00001/7777251.4



EXHIBIT B


06085-00001/7777167.5




Plaintiffs,

vs.


Defendants.





06085-00001/7777167.5












been satisfied.









06085-00001/7777167.5













action.















06085-00001/7777167.5


that:



























06085-00001/7777167.5










released.


















06085-00001/7777167.5




















adequate.









06085-00001/7777167.5





























06085-00001/7777167.5




IT IS SO ORDERED.



EXHIBIT 6




ALASKA ELECTRICAL PENSION FUND; GENESEE COUNTY EMPLOYEES' RETIREMENT SYSTEM; COUNTY OF MONTGOMERY, PENNSYLVANIA; COUNTY OF WASHINGTON, PENNSYLVANIA; and CITY OF NEW BRITAIN, CONNECTICUT, on behalf of themselves and all others similarly situated,

Plaintiffs,

vs.

BANK OF AMERICA CORPORATION; BARCLA YS BANK PLC; B.N.P. PARIBAS SA; CITIGROUP INC.; CREDIT SUISSE AG, NEW YORK BRANCH; DEUTSCHE BANK AG; THE GOLDMAN SACHS GROUP, INC.; HSBC BANK PLC; ICAP CAPITAL MARKETS LLC; JPMORGAN CHASE & CO.; MORGAN STANLEY & CO. LLC; NOMURA SECURITIES INTERNATIONAL, INC.; ROYAL BANK OF SCOTLAND PLC; UBS AG; and WELLS FARGO BANK, N.A.,

Defendants.

Case Nos.: 14-cv-7126 (JMF) 14-cv-7907 (JMF) 14-cv-8342 (JMF) 14-cv-8365 (JMF) 14-cv-8576 (JMF)

STIPULATION AND AGREEMENT OF SETTLEMENT WITH JPMORGAN CHASE &CO.



TABLE OF CONTENTS

I. PLAINTIFFS' CLAIMS AND BENEFITS OF SETTLEMENT ........................................ I

II. JPMORGAN' S DENIALS OF WRONGDOING AND LIABILITY ................................. 2

III. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT ........................... 2

1. Definitions ................................................................................................................ 2

2. CAFA Notice ......................................................................................................... 11

3. The Settlement ....................................................................................................... 12

A. The Settlement Fund ............................................................... , .................. 12

B. The Escrow Agent. ..................................................................................... 12

4. Taxes .................................................................................................................... 14

5. Refund Upon Termination of Settlement.. ............................................................. 15

6. Preliminary Approval Order and Settlement Hearing ........................................... 16

7. Releases .................................................................................................................. 16

8. Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund ................................................................ 18

9. Plaintiffs' Counsel's Attorneys' Fees, Costs, Charges and Expenses ................... 22

10. Conditions of Settlement and Effect of Disapproval, Cancellation, or Termination ............................................................................................................ 24

11. Confirmatory Discovery ........................................................................................ 28

12. Miscellaneous Provisions ....................................................................................... 31


This Stipulation and Agreement of Settlement (the "Stipulation" or the "Settlement

Agreement"), dated April 11, 2016 (the "Execution Date"), submitted pursuant to Rule 23 of the


settlement (the "Settlement") made and entered into by and among: (i) Alaska Electrical Pension


Employees' Retirement System; County of Montgomery, Pennsylvania; and County of

Washington, Pennsylvania (collectively, "Plaintiffs") for themselves and on behalf of each

Settlement Class Member, on the one hand, and (ii) JPMorgan Chase & Co. ("JPMorgan"), on

the other hand, by and through their counsel of record in the above-captioned litigation pending

in the United States District Court for the Southern District of New York and any other actions

that may be transferred or consolidated into this litigation (the "Action"). This Stipulation is





I. PLAINTIFFS' CLAIMS AND BENEFITS OF SETTLEMENT

Lead Counsel believe Plaintiffs' claims asserted in the Action have merit. However,


necessary to prosecute the Action against JPMorgan through trial. Lead Counsel also have taken

into account the uncertain outcome and risks of further litigation, especially in complex matters

such as this Action. Lead Counsel also are aware of the risks presented by the defenses asserted

in the motion to dismiss briefing. Lead Counsel believe that the Settlement set forth in this

Stipulation confers substantial benefits upon the Settlement Class in light of the circumstances

present here. Based on their evaluation, Lead Counsel have determined that the Settlement set


forth in this Stipulation is in the best interests of Plaintiffs and the Settlement Class, and is fair,

reasonable, and adequate.

II. JPMORGAN'S DENIALS OF WRONGDOING AND LIABILITY

JPMorgan has consistently denied and continues to deny that it has violated any laws and


provisions of law in all material respects. JPMorgan has denied and continues to deny






Plaintiffs, on the one hand, and JPMorgan, on the other hand, by and through their respective





dismissed with prejudice as to the Released JPMorgan Parties, without costs, except as stated



1. Definitions


1.1 "JPMorgan," "Released JPMorgan Parties," or "Releasing JPMorgan Parties"

mean JPMorgan and each of its respective past or present direct and indirect parents (including

holding companies), subsidiaries, affiliates, associates (all as defined in SEC Rule 12b-2

2


promulgated pursuant to the Securities Exchange Act of 1934 ), divisions, joint ventures,




1.2 "Additional Settling Defendants" is defined in Paragraph 10.4(a).

1.3 "Amended Complaint" means the Consolidated Amended Class Action


1.4 "Authorized Claimant" means any Settlement Class Member who submits a



1.5 "Bar Date" is defined in Paragraph 8.6.

1.6 "CFTC Order" means the Order Instituting Proceedings Pursuant to Sections 6(c)


In re: Barc·lays PLC, Barclays Bank PLC and Barclays Capital Inc., CFTC Docket No. 15-25_

(May 20, 2015).

1.7 "Claims Administrator" means a qualified administrator selected by Lead

Counsel, and consented to by JPMorgan, which shall not unreasonably withhold such consent.

1.8 "Class Notice and Administration Expenses" means the fees and expenses





1.9 "Counterparty Lists" is defined in Paragraph 8.2.

3


1.10 "Court" means the United States District Court for the Southern District of New

York.

1.11 "Defendants" means any and all parties named as defendants in the Amended


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


1.13 "Employee Benefit Plan" means any employee benefit plan within the meaning of


(2014).

1.14 "Escrow Account" means the account controlled by the Escrow Agent into which

the sum of $52,000,000 shall be deposited by or on behalf of JPMorgan.

1.15 "Escrow Agent" means a qualified escrow agent selected by Lead Counsel, and

consented to by JPMorgan, which shall not unreasonably withhold such consent.

1.16 "Fee and Expense Application" is defined in Paragraph 9 .1.

1.17 "Fee and Expense Award" is defined in Paragraph 9.1.

1.18 "Final" means when the last of the following with respect to the judgment








4



Rule of Civil Procedure 59( e) or if an appeal is taken, immediately after the determination of that





purposes of this paragraph, an "appeal" shall include any petition for a writ of certiorari or other


include any appeal that concerns only the issue of attorneys' fees and expenses, any service


1.19 "Investment Vehicles" means any investment company or pooled investment







1.20 "ISDAfix Benchmark Rates" means any and all tenors of USD ISDAfix,

including any and all USD ISDAfix rates and USD ISDAfix spreads, and any and all "reference

rates" distributed as part of the USD ISDAfix submission process.

1.21 "ISDAfix Instrument" means (i) any and all interest rate derivatives, including but



5


related in any way to any ISDAfix Benchmark Rates, including but not limited to any and all,




1.22 "Judgment and Order of Dismissal" means the judgment and order of dismissal



Settling Parties.

1.23 "Lead Counsel" means Robbins Geller Rudman & Dowd LLP, Scott+Scott,


1.24 "Materiality Threshold" is defined in Paragraph 10.4(a).

1.25 "Mediator" is defined in Paragraph 1 0.4(a).

1.26 "Net Settlement Fund" means the Settlement Fund less: (i) the amount of the Fee

and Expense Award and any Plaintiffs' Service Award, if requested, and to the extent allowed by



1.27 "Notice" means the Notice of Pendency and Proposed Settlement of Class Action


1.28 "Opt -Outs" is defined in Paragraph 1 0.4.

1.29 "Other Settlements" is defined in Paragraph 12.18.

1.30 "Person" means a natural person, individual, corporation, partnership, limited



6





1.31 "Plaintiffs" means Alaska Electrical Pension Fund; County of Beaver,

Pennsylvania; City of New Britain, Connecticut; Genesee County Employees' Retirement


1.32 "Plaintiffs' Counsel" means Lead Counsel and any counsel who appeared on


1.33 "Plaintiffs' Service A ward" is defined in Paragraph 9 .2.

1.34 "Plaintiffs' Service Award Application" is defined in Paragraph 9.2.

1.35 "Plan of Allocation" means a plan or formula of allocation of the Net Settlement


Any Plan of Allocation is not part of the Stipulation, and the Released JPMorgan Parties shall


1.36 "Preliminary Approval Order" means the order requesting, inter alia, the



Parties.

1.37 "Proof of Claim and Release Form" means the form as eventually approved by


1.38 "Released Claims" means the Released Class Claims and the Released

Defendants' Claims.

7


1.39 "Released Class Claims" shall be any and all manner of claims, including





fees, costs, penalties, fines, debts, expenses, attorneys' fees, and damages, whenever incurred,




capacity, against the Released JPMorgan Parties, arising from or relating to the factual predicate

of the Action, including without limitation: (i) any and all conduct related to the setting,





in the CFTC Order; (iv) any bidding, offering or trading by or on behalf of a Released JPMorgan






on an ISDAfix Benchmark Rate between a Released JPMorgan Party and any other Person or

entity through voice, telephone, chat rooms, instant messages, e-mail, or other means. For the

8


sake of clarity, the forgoing release: (a) does not release general commercial disputes about

ISDAfix Instruments that are not based on the factual predicate of the Action; (b) does not

release claims relating to the enforcement of the Settlement; and (c) does not release claims

arising out of acts of manipulation that were allegedly undertaken solely for reasons other than to

impact ISDAfix Benchmark Rates such as, without limitation, acts allegedly done to manipulate

the market for U.S. Treasuries around Treasury auctions.

1.40 "Released Class Parties" and "Releasing Class Parties" means each of the


1.41 "Released Defendants' Claims" means any and all manner of claims, including

Unknown Claims, that arise out of or relate in any way to the Releasing Class Parties' or Lead

Counsel's institution, prosecution, or settlement of the claims, except for claims relating to the


1.42 "Released Parties" means Released JPMorgan Parties and Released Class Parties.

1.43 "Releasing Parties" means the Releasing JPMorgan Parties and the Releasing

Class Parties.

1.44 "Request for Exclusion" is defined in Paragraph 10.4(a).

1.45 "Settlement Amount" means fifty-two million USD ($52,000,000) in cash.

1.46 "Settlement Class" means all Persons or entities who entered into, received or





9


JPMorgan Parties, provided, however, that Investment Vehicles shall not be excluded from the


1.47 "Settlement Class Member" means a Person who falls within the definition of the



1.48 "Settlement Class Period" means the period January 1, 2006 through January 31,

2014.

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


1.50 "Settlement Hearing" is defined in Paragraph 6.3.

1.51 "Settling Parties" means Plaintiffs and JPMorgan.

1.52 "Summary Notice" means the summary notice form as eventually approved by

the Court.

1.53 "Taxes" is defined in Paragraph 4.3.

1.54 "Tax Expenses" is defined in Paragraph 4.3.

1.55 "Termination Notice" is defined in Paragraph 10.2.

1.56 "Unknown Claims" means any and all Released Claims against the Released







10

















2. CAF A Notice

2.1 Pursuant to the Class Action Fairness Act ("CAFA"), no later than ten ( 1 0) days

after the Settlement Agreement is filed with the Court, JPMorgan, at its own cost, shall serve


CAFA.

11


3. The Settlement


3.1 JPMorgan shall pay the Settlement Amount in cash into the Escrow Account

controlled by the Escrow Agent within fourteen (14) days of the Court's entry of the Preliminary

Approval Order, provided that the time by which JPMorgan must pay into the Escrow Account

does not begin to run until Lead Counsel has provided JPMorgan with such information as

JPMorgan may require to complete the wire transfer.


Agreement after the failure of JPMorgan to timely pay the Settlement Amount in accordance

with Paragraph 3.1, if JPMorgan fails to cure such failure within seven (7) business days of

receiving a written notice from Lead Counsel demanding such cure.



settlement, JPMorgan shall have no responsibility for any other costs, including any attorneys'

fees and expenses or costs of class notice and claims administration, but all such fees, expenses,

and costs shall be paid from the Settlement Fund, as approved by the Court. For the sake of

clarity, JPMorgan shall bear its own cost in complying with its obligations set forth in


B. The Escrow Agent





12






Settlement Fund.












8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of JPMorgan,

may pay from the Settlement Fund up to $500,000.00 in Class Notice and Administration




· notice to, and agreement from, JPMorgan, through JPMorgan' s counsel, which agreement shall

13


not be unreasonably refused. Subsequent to the Effective Date, without further approval by

JPMorgan, the Settlement Fund may be used by Lead Counsel to pay all reasonable and

necessary Class Notice and Administration Expenses.

4. Taxes


"Qualified Settlement Fund" within the meaning of Treasury Regulation Section 1.468B-1 and



this Section 4, including the "relation-back election" (as defined in Treasury Regulation Section

1.468B-l) back to the earliest permitted date. Such elections shall be made in compliance with






amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow








as a "Qualified Settlement Fund" for federal or state income tax purposes ("Taxes"), and (b)

14





this Section 4) ("Tax Expenses"), shall be paid out of the Settlement Amount; in all events the




Escrow Account without prior approval of JPMorgan, and the Escrow Agent shall be obligated




withheld under Treasury Regulation Section 1.468B-2(1)(2)). The Settling Parties hereto agree to









Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to JPMorgan pursuant to written

instructions from JPMorgan' s counsel. JPMorgan shall have no right to seek reimbursement

from any Person for the expenses actually incurred or due and owing for Class Notice and

Administration Expenses, Taxes, or Tax Expenses.

15









the proposed Plan of Allocation and Lead Counsel's request for attorneys' fees, costs and




6.2 It shall be the Claims Administrator's responsibility, under supervision of Lead



JPMorgan Parties, counsel for JPMorgan, Plaintiffs, and Plaintiffs' Counsel with respect to any

claims they may have that arise from any failure of the notice process.


Court hold a hearing (the "Settlement Hearing") and approve the Settlement of the Action as set



Plaintiffs' Service Award.

7. Releases



16


fully, finally, and forever released, relinquished, and discharged against the Released JPMorgan



Claims). Claims to enforce the terms of this Stipulation are not released. The Released

JPMorgan Parties and Plaintiffs acknowledge, and each of the Settlement Class Members shall


provisions, rights and benefits of Section 1542 of the California Civil Code, was bargained for

and is a key element of the Settlement of which the release in this paragraph is a part. The

releases set forth herein are to be construed pursuant to New York law as set forth in



to absolve the Released JPMorgan Parties of any claims for contribution, indemnification or




indemnification or similar claims against any of the Released JPMorgan Parties.






JPMorgan Parties and any claims arising out of, relating to, or in connection with the defense,

17




7.3 Upon the Effective Date, each of the Releasing JPMorgan Parties shall be deemed

to have, and by operation of the Judgment and Order of Dismissal shall have, fully, finally, and


Members, and Plaintiffs' Counsel from any and all Released Defendants' Claims (including,



Claims, except for claims relating to the enforcement of the Settlement. The Releasing

JPMorgan Parties, Plaintiffs, and Plaintiffs' Counsel acknowledge, and the Settlement Class


Claims, and of the provisions, rights, and benefits of Section 1542 of the California Civil Code,


a part.

8. Administration and Calculation of Claims, Final A wards, and Supervision and Distribution of the Settlement Fund






JPMorgan shall provide or cause to be provided to the Claims Administrator a list of names and


ISDAfix Instruments with JPMorgan, to the extent such information is reasonably available in

18


electronic databases in the possession of JPMorgan ("Counterparty Lists"), or shall otherwise

arrange to provide notice to those members of the Settlement Class. However, JPMorgan shall

begin making reasonable preparations for such production and/or provision of notice no later

than the execution date of this Settlement. The parties shall furnish to the Court a progress report

within ninety (90) days after entry of the Preliminary Approval Order and, should it prove

necessary, every sixty (60) days thereafter. JPMorgan shall not be required to conduct any


provided in an electronic format mutually acceptable to JPMorgan and the Claims Administrator.

JPMorgan shall be responsible for any costs or expenses related to providing Counterparty Lists

and/or providing notice through alternate means to members of the Settlement Class who were

counterparties with or transacted in ISDAfix Instruments with JPMorgan. The Settling Parties

shall meet and confer in good faith as to whether notice to any portion of the Settlement Class

through alternate means is appropriate; any disputes shall be reserved for resolution by the Court.





Claims Administrator's website. In accordance with the schedule to be approved by the Court,


Investor's Business Daily, the Financial Times, and The Wall Street Journal, and once over a


Fund.


19





(d) to pay any Plaintiffs' Service Award subject to the approval of the Court;

and



Court.








time as may be set by the Court (the "Bar Date"), signed under penalty of perjury and supported








20





thereby. No Person shall have any claim against Plaintiffs, Plaintiffs' Counsel, or the Claims




the Court. JPMorgan will have no involvement in reviewing or challenging claims. Following

the Effective Date, the Claims Administrator shall distribute the Net Settlement to Authorized


8.9 Lead Counsel shall provide the Plan of Allocation to JPMorgan for review and

comment at least ten (10) business days before submitting it to the Court. JPMorgan shall

provide its comments on the Plan of Allocation to Lead Counsel within seven (7) business days

of receiving it. JPMorgan shall take no position in any Court proceedings with respect to the

Plan of Allocation or any other such plan as may be approved by the Court.


5.1 or as provided in Paragraph 1 0.4, JPMorgan shall not have a reversionary interest in the Net






21


donated to an appropriate 501 ( c )(3) non-profit organization selected by Lead Counsel and


8.11 The finality of the Court's Judgment and Order of Dismissal approving the







8.12 No Person shall have any claim against Plaintiffs, Plaintiffs' Counsel, Released

Parties, JPMorgan, JPMorgan's counsel, or the Claims Administrator based on distributions

made substantially in accordance with the Stipulation and the Settlement contained herein, the

Plan of Allocation, or otherwise as further ordered by the Court. This provision does not include

any claim by any party for breach of this Stipulation.

9. Plaintiffs' Counsel's Attorneys' Fees, Costs, Charges and Expenses

9.1 Lead Counsel may submit an application or applications (the "Fee and Expense

Application") for distributions to them from the Settlement Fund for: (a) an award of attorneys'



Any and all such fees, expenses, charges, and costs awarded by the Court (the "Fee and Expense

Award"), shall be payable solely out of the Settlement Fund.

9.2 Plaintiffs may submit an application or applications to the Court (the "Plaintiffs'

Service Award Application") for an award for their time and expense in representing the

22



"Plaintiffs' ServiCe Award"), shall be payable solely out of the Settlement Fund.






Expense Award has been paid, then Plaintiffs' Counsel shall, in an amount consistent with such



within thirty (30) days from receiving notice from JPMorgan's counsel or from a court of


obligation of each Plaintiffs' Counsel receiving fees or expenses to make appropriate refunds or

repayments to the Settlement Fund. Each Plaintiffs' Counsel, as a condition of receiving such





Expense Award or Plaintiffs' Service Award to be paid out of the Settlement Fund are not part of


Plaintiffs' Service Award, or any appeal from any order relating thereto or reversal or



23


9.5 The Released JPMorgan Parties shall not have any responsibility for or liability

with respect to the payment of any Fee and Expense Award to any Plaintiffs' Counsel, or with

respect to the allocation among Plaintiffs' Counsel and/or any other Person who may assert some











by the Mediator;



dismisses with prejudice the Action, as to JPMorgan; and


10.2 Plaintiffs, through Lead Counsel, and JPMorgan, through JPMorgan's counsel,

shall, in each of their separate discretions, have the right to terminate the Settlement set forth in

this Settlement Agreement by providing written notice of their election to do so ("Termination

Notice") to all other Parties hereto within thirty (30) days of the date on which: (i) the Court


24






Court's determination as to the Fee and Expense Application, Plaintiffs' Service A ward




the Effective Date, JPMorgan shall not have any right to the return of the Settlement Fund or any


Paragraph 10.1, any and all remaining interest or right of JPMorgan, if any, in or to the



Paragraph 1 0.5, unless Lead Counsel and counsel for JPMorgan mutually agree in writing to



Settlement Class timely exercise their rights to be excluded from the Settlement Class ("Opt

Outs"), the processes set forth in this paragraph shall apply. Such Persons who timely request

exclusion from the Settlement Class with respect to JPMorgan, shall be excluded from the



request to be excluded from the Settlement Class ("Request for Exclusion"), together with all

such Requests for Exclusion, to JPMorgan within five (5) business days of the deadline set by

25


the Court for the filing of Requests for Exclusion. If, after JPMorgan receives the list of the Opt

Outs, it decides to request some relief, the Settling Parties shall first meet and confer in good

faith. If the Settling Parties are unable to reach agreement and JPMorgan asserts that the total

Requests for Exclusion represent a material portion of transactions during the Settlement Class

Period that would be eligible for compensation under the Settlement, and their exclusion would

materially reduce the value of the settlement to JPMorgan (the "Materiality Threshold"), then

JPMorgan may present the issue of whether the total Requests for Exclusion meet the Materiality

Threshold and, if so, the issue of the appropriate remedy to an independent and neutral mediator

(the "Mediator") to be selected in good faith by mutual agreement of the Settling Parties and all

other Defendants whose settlement agreements are submitted for approval simultaneously with

this Settlement Agreement (the "Additional Settling Defendants"). The Mediator's

determinations, which shall be made after a consolidated mediation involving the Settling Parties

and each Additional Settling Defendant who seeks mediation under Paragraph 10.4(a) of its

Settlement Agreement, shall be binding on the Settling Parties.



JPMorgan by the Requests for Exclusion. If the Mediator in his sole discretion selects some







26



amount of the reduction shall be paid to JPMorgan from the Settlement Fund.

(d) In the alternative to seeking a reduction, JPMorgan may seek to terminate

the Settlement if, upon application from a settling Defendant, the Mediator determines in his sole


Settlement to JPMorgan. Any application by JPMorgan for termination relief under this

Paragraph must be made in writing within 14 days following the receipt from Plaintiffs of the list

of Opt-Outs and accompanying information required to be provided pursuant to Subparagraph

10.4(a) hereof, or within seven (7) days of a determination on the reduction remedy by the

Mediator, whichever is later. If termination relief is granted to JPMorgan, any termination shall

be effected solely in accordance with the termination provisions of this Agreement.


JPMorgan's counsel copies of all (i) Requests for Exclusion received (including all information










days after written notification of such event is sent by counsel for JPMorgan or Lead Counsel to

27


the Escrow Agent, the Settlement Fund, less Class Notice and Administration Expenses, Taxes,

and Tax Expenses reasonably and actually incurred shall be refunded pursuant to written

instructions from counsel for JPMorgan. At the written direction of counsel for JPMorgan, the

Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and


for refund.











Plan of Allocation, the Fee and Expense Award, or the Plaintiffs' Service Award shall constitute




Class Claims as against JPMorgan, JPMorgan agrees to provide confirmatory discovery as set

forth in this Section 11. All confirmatory discovery requested by Lead Counsel shall be

coordinated in such a manner so that all unnecessary duplication and expense is avoided.

JPMorgan shall provide the reasonable confirmatory discovery described herein to the extent it is

28


not prevented from doing so by any court order or any law, regulation, policy, or other rule of

any regulatory agency or governmental body restricting disclosure of documents or information,

or by any express objection from a regulatory agency or governmental body.

11.2 Notwithstanding any other provision in this Settlement Agreement, JPMorgan

may assert, where applicable, the work-product doctrine, the attorney-client privilege, the





intended to, nor do they, waive any such privileges or protections. Counsel for JPMorgan will

meet with Lead Counsel as is reasonably necessary to discuss any applicable domestic or foreign

privilege or protection. Any disputes regarding privilege, protection or restriction that cannot be

resolved by the parties shall be reserved for resolution by the Court. If any document protected

by the work-product doctrine, the attorney-client privilege, the common interest privilege, the

joint defense privilege, the bank regulatory or examination privilege, obligations under

applicable data privacy laws or regulations, and/or any other applicable privilege or protection is

accidentally or inadvertently produced, Lead Counsel shall, upon notice from JPMorgan,

promptly cease reviewing the document and return or destroy the document within five (5)

business days. Lead Counsel shall also delete or destroy the portions of any other documents or

work product which refer to or summarize the document. The production of any such document

shall in no way be construed to have waived any privilege or protection attached to such

document.

29






confidential and available only to Lead Counsel and counsel for JPMorgan. The parties


connection with JPMorgan's confirmatory discovery, including without limitation oral






Settlement, JPMorgan shall begin making reasonable preparations to provide Plaintiffs and




(a) JPMorgan shall produce reasonably available transaction data maintained

by JPMorgan involving ISDAfix Instruments from the Settlement Class Period. In advance of

the production, the parties will meet and confer on production format and the scope of the data to

be produced.

(b) JPMorgan shall produce to Plaintiffs materials produced in response to

past or pending requests to the CFTC (or, to the extent non-duplicative in any material respect,

30


any other regulator) which relate to its investigation of the setting of ISDAfix Benchmark Rates,


(c) JPMorgan shall provide an attorney proffer, or in lieu of such proffer, shall


the witness interviews discussed below, regarding JPMorgan's conduct alleged in the Amended

Complaint.

(d) JPMorgan shall provide interviews with up to three current JPMorgan

employees (to the extent reasonably available) regarding JPMorgan's conduct alleged in the

Amended Complaint. The timing of such interviews shall be mutually agreed upon by Lead

Counsel and counsel for JPMorgan.

11.5 JPMorgan agrees to meet and confer in good faith regarding future requests from

Lead Counsel for additional available documents, transaction data, and other information beyond

the items specified in Paragraph 11.4(a)-(d) above in the event that any such documents, data,

and/or other information are necessary for Lead Counsel to prosecute any remaining causes of

action against non-Released Parties in this Action. JPMorgan need not agree to requests that are









31










any violation of Rule II of the Federal Rules of Civil Procedure relating to the prosecution,





faith at arm's length by the Settling Parties and reflect a settlement that was reached voluntarily


I2.4 Neither the Stipulation nor the Settlement contained herein, nor any negotiations,




liability of JPMorgan; or (b) are or may be deemed to be or may be used as admissions of, or

evidence of, any fault or omission of JPMorgan in any civil, criminal, or administrative


not make any public statements that assert or imply otherwise. The Released JPMorgan Parties,

32


Plaintiffs, Settlement Class Members, and Plaintiffs' Counsel may file the Stipulation and/or the

Judgment and Order of Dismissal 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, issue





their terms.





for one of the parties, it being recognized that it is the result of arm's-length negotiations









33













deem appropriate.





(b) one ( 1) business day after being sent to the recipient by reputable overnight courier service






34


If to JPMorgan or to JPMorgan' s counsel:

James McClammy DAVIS POLK & WARDWELL LLP 450 Lexington A venue New York, NY 10017

12.14 The Stipulation may be executed in one or more counterparts. All executed









the Stipulation.

12. 17 This Stipulation and the Exhibits hereto shall be considered to have been









settlement termination provisions applied to JPMorgan shall be no less favorable than the

35











Daniel Cunningham Marc L. Greenwald Steig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP 51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: (212) 849-7100 danbrockett@ quinnemanuel.com danielcunningham @quinnemanuel.com marc greenwald @quinnemanuel.com steigolson@ quinnemanuel.com

Jeremy D. Andersen (pro hac vice) 865 South Figueroa Street, 1Oth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100 jerem yandersen@ quinnemanuel.com

On Behalf of ]PM organ:

Uf;tv hlllT. A urke

Greg D. Andres James McClammy

4>,...,,

36

DAVIS POLK & WARDWELL LLP 450 Lexington A venue New York, NY 10017 Telephone: (212) 450-4000 Fax: (212) 701-5800 arthur. burke@ davispolk.com greg.andres @davispolk.com [email protected]


PatrickJ. Co~ David W. Mitchell Brian 0. O'Mara ROBBINS GELLER RUDMAN

&DOWDLLP 65 5 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: (619) 231-1058 Fax: (619) 231-7423 patc@rgrdlaw .com [email protected] [email protected]

Chrislopl~8) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,


David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 [email protected] dbro ggi@scott-scott. com [email protected]

37


EXHIBIT A


06085-00001/7777251.4











Plaintiffs,

vs.












FARGO BANK, N.A.,

Defendants.


14-cv-7907 (JMF)

14-cv-8342 (JMF)

14-cv-8365 (JMF)

14-cv-8576 (JMF)

[PROPOSED] ORDER PRELIMINARILY

APPROVING SETTLEMENT

AGREEMENTS, CERTIFYING THE

SETTLEMENT CLASS, AND APPOINTING

CLASS COUNSEL AND CLASS

REPRESENTATIVES FOR THE

SETTLEMENT CLASS



06085-00001/7777251.4





















1 As defined in the Settlement Agreements, the “Action” means the above-captioned

litigation pending in the United States District Court for the Southern District of New York and

any other actions that may be transferred or consolidated into this litigation.

2 As defined in the Settlement Agreements, “Plaintiffs” are Alaska Electrical Pension



Washington, Pennsylvania.


06085-00001/7777251.4




Settlement Class;
























06085-00001/7777251.4






Government, and all of the Released [[Bank]] Parties, provided, however, that


Class.
























06085-00001/7777251.4




















Settlement Hearing.




approved.

V. OTHER PROVISIONS


been met.


06085-00001/7777251.4





























06085-00001/7777251.4



















only.








06085-00001/7777251.4







Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________




06085-00001/7777251.4

EXHIBIT 1

Stipulation and Agreement of Settlement with Bank of America, N.A.

Stipulation and Agreement of Settlement with Barclays Bank PLC

Stipulation and Agreement of Settlement with Citigroup Inc.

Stipulation and Agreement of Settlement with Credit Suisse AG, New York Branch

Stipulation and Agreement of Settlement with Deutsche Bank AG

Stipulation and Agreement of Settlement with JPMorgan Chase & Co.

Stipulation and Agreement of Settlement with Royal Bank of Scotland PLC


EXHIBIT B


06085-00001/7777167.5











Plaintiffs,

vs.












FARGO BANK, N.A.,

Defendants.


14-cv-7907 (JMF)

14-cv-8342 (JMF)

14-cv-8365 (JMF)

14-cv-8576 (JMF)

[PROPOSED] FINAL JUDGMENT AND

ORDER OF DISMISSAL



06085-00001/7777167.5












been satisfied.






certifies solely for settlement purposes the following Settlement Class:






Government, and all of the Released [[Bank]] parties, provided, however, that


Class.

1 Plaintiffs are Alaska Electrical Pension Fund; County of Beaver, Pennsylvania; City of

New Britain, Connecticut; Genesee County Employees’ Retirement System; County of

Montgomery, Pennsylvania; and County of Washington, Pennsylvania.


06085-00001/7777167.5













action.















06085-00001/7777167.5


that:



























06085-00001/7777167.5










released.


















06085-00001/7777167.5




















adequate.









06085-00001/7777167.5





























06085-00001/7777167.5




IT IS SO ORDERED.

DATED: __________________ ___________________________________




EXHIBIT 7





Plaintiffs,

vs.


Defendants.



STIPULATION AND AGREEMENT OF SETTLEMENT WITH THE ROYAL BANK OF SCOTLAND Hon. Jesse M. Furman


i

TABLE OF CONTENTS Page


II. RBS’S DENIALS OF WRONGDOING AND LIABILITY ...............................................2


1. Definitions................................................................................................................2

2. CAFA Notice .........................................................................................................11

3. The Settlement .......................................................................................................12



4. Taxes 14



7. Releases..................................................................................................................16







1








Settlement Class Member, on the one hand, and (ii) The Royal Bank of Scotland (“RBS”), on the

other hand, by and through their counsel of record in the above-captioned litigation pending in

the United States District Court for the Southern District of New York and any other actions that

may be transferred or consolidated into this litigation (the “Action”). This Stipulation is








necessary to prosecute the Action against RBS through trial. Lead Counsel also have taken into







2


and adequate.

II. RBS’S DENIALS OF WRONGDOING AND LIABILITY

RBS has consistently denied and continues to deny that it has violated any laws and


provisions of law in all material respects. RBS has denied and continues to deny specifically






Plaintiffs, on the one hand, and RBS, on the other hand, by and through their respective counsel





prejudice as to the Released RBS Parties, without costs, except as stated herein, and releases



1. Definitions


1.1 “RBS,” “Released RBS Parties,” or “Releasing RBS Parties” mean RBS and each

of its respective past or present direct and indirect parents (including holding companies),

subsidiaries, affiliates, associates (all as defined in SEC Rule 12b-2 promulgated pursuant to the


3

Securities Exchange Act of 1934), divisions, joint ventures, predecessors, successors, agents,

attorneys, legal or other representatives, insurers (including reinsurers and co-insurers), assigns,

assignees, and current and former employees, officers, and directors of any other of the

foregoing entities.











(May 20, 2015).


Counsel, and consented to by RBS, which shall not unreasonably withhold such consent.








4


York.







(2014).


the sum of $50,000,000 shall be deposited by or on behalf of RBS.


consented to by RBS, which shall not unreasonably withhold such consent.












5

























6








Settling Parties.

















7













Any Plan of Allocation is not part of the Stipulation, and the Released RBS Parties shall have no





Parties.






8










capacity, against the Released RBS Parties, arising from or relating to the factual predicate of the

Action, including without limitation: (i) any and all conduct related to the setting, submission, or

alleged manipulation of ISDAfix Benchmark Rates; (ii) any purported conspiracy, collusion,

racketeering activity, or other improper conduct regarding ISDAfix Benchmark Rates; (iii) any

and all conduct related to the setting, submission, or alleged manipulation of ISDAfix

Benchmark Rates described in the CFTC Order or of the type described in the CFTC Order; (iv)

any bidding, offering or trading by or on behalf of a Released RBS Party in any product,

including but not limited to interest rate swaps, swap spreads, swap futures, swaptions,

Eurodollar futures, and U.S. Treasuries, that was intended to, or was reportedly or allegedly

intended to, impact ISDAfix Benchmark Rates; and (v) the sharing or exchange of customer

information or confidential information, including but not limited to customer identity, trading

patterns, net positions, or orders, with respect to interest rate swaps or swaptions based on an

ISDAfix Benchmark Rate between a Released RBS Party and any other Person or entity through

voice, telephone, chat rooms, instant messages, e-mail, or other means. For the sake of clarity,


9

the forgoing release: (a) does not release general commercial disputes about ISDAfix












1.42 “Released Parties” means Released RBS Parties and Released Class Parties.

1.43 “Releasing Parties” means the Releasing RBS Parties and the Releasing Class

Parties.









10

RBS Parties, provided, however, that Investment Vehicles shall not be excluded from the






2014.




1.51 “Settling Parties” means Plaintiffs and RBS.


the Court.












11
















2. CAFA Notice


after the Settlement Agreement is filed with the Court, RBS, at its own cost, shall serve proper



12

3. The Settlement


3.1 RBS shall pay the Settlement Amount in cash into the Escrow Account controlled

by the Escrow Agent within fourteen (14) days of the Court’s entry of the Preliminary Approval

Order, provided that the time by which RBS must pay into the Escrow Account does not begin to

run until Lead Counsel has provided RBS with such information as RBS may require to

complete the wire transfer.


Agreement after the failure of RBS to timely pay the Settlement Amount in accordance with

Paragraph 3.1, if RBS fails to cure such failure within seven (7) business days of receiving a




settlement, RBS shall have no responsibility for any other costs, including any attorneys’ fees

and expenses or costs of class notice and claims administration, but all such fees, expenses, and

costs shall be paid from the Settlement Fund, as approved by the Court. For the sake of clarity,

RBS shall bear its own cost in complying with its obligations set forth in Paragraph 8.2 and

Section 11.

B. The Escrow Agent






13





Settlement Fund.












8.8, and 8.10.

3.9 Prior to the Effective Date, Lead Counsel, without further approval of RBS, may





to, and agreement from, RBS, through RBS’s counsel, which agreement shall not be


14

unreasonably refused. Subsequent to the Effective Date, without further approval by RBS, the

Settlement Fund may be used by Lead Counsel to pay all reasonable and necessary Class Notice

and Administration Expenses.

4. Taxes






















15








Escrow Account without prior approval of RBS, and the Escrow Agent shall be obligated













Expenses pursuant to Paragraphs 3.9 and 4.3 shall be refunded to RBS pursuant to written

instructions from RBS’s counsel. RBS shall have no right to seek reimbursement from any

Person for the expenses actually incurred or due and owing for Class Notice and Administration



16















RBS Parties, counsel for RBS, Plaintiffs, and Plaintiffs’ Counsel with respect to any claims they

may have that arise from any failure of the notice process.






7. Releases




17

fully, finally, and forever released, relinquished, and discharged against the Released RBS



Claims). Claims to enforce the terms of this Stipulation are not released. The Released RBS








Released RBS Parties of any claims for contribution, indemnification or similar claims from




against any of the Released RBS Parties.






RBS Parties and any claims arising out of, relating to, or in connection with the defense,


18



7.3 Upon the Effective Date, each of the Releasing RBS Parties shall be deemed to






Claims, except for claims relating to the enforcement of the Settlement. The Releasing RBS





8. Administration and Calculation of Claims, Final Awards, and Supervision and Distribution of the Settlement Fund






RBS shall provide or cause to be provided to the Claims Administrator a list of names and


ISDAfix Instruments with RBS, to the extent such information is reasonably available in

electronic databases in the possession of RBS (“Counterparty Lists”), or shall otherwise arrange


19

to provide notice to those members of the Settlement Class. However, RBS shall begin making




every sixty (60) days thereafter. RBS shall not be required to conduct any research from external

sources to formulate Counterparty Lists. Counterparty Lists shall be provided in an electronic

format mutually acceptable to RBS and the Claims Administrator. RBS shall be responsible for

any costs or expenses related to providing Counterparty Lists and/or providing notice through

alternate means to members of the Settlement Class who were counterparties with or transacted

in ISDAfix Instruments with RBS. The Settling Parties shall meet and confer in good faith as to











Fund.




20




and



Court.


















21







the Court. RBS will have no involvement in reviewing or challenging claims. Following the



8.9 Lead Counsel shall provide the Plan of Allocation to RBS for review and

comment at least ten (10) business days before submitting it to the Court. RBS shall provide its

comments on the Plan of Allocation to Lead Counsel within seven (7) business days of receiving

it. RBS shall take no position in any Court proceedings with respect to the Plan of Allocation or

any other such plan as may be approved by the Court.


5.1 or as provided in Paragraph 10.4, RBS shall not have a reversionary interest in the Net









22









Parties, RBS, RBS’s counsel, or the Claims Administrator based on distributions made
















23









within thirty (30) days from receiving notice from RBS’s counsel or from a court of competent













9.5 The Released RBS Parties shall not have any responsibility for or liability with



24












by the Mediator;



dismisses with prejudice the Action, as to RBS; and


10.2 Plaintiffs, through Lead Counsel, and RBS, through RBS’s counsel, shall, in each

of their separate discretions, have the right to terminate the Settlement set forth in this Settlement

Agreement by providing written notice of their election to do so (“Termination Notice”) to all

other Parties hereto within thirty (30) days of the date on which: (i) the Court enters an order

declining to enter the Preliminary Approval Order in any material respect; (ii) the Court enters an

order refusing to approve this Settlement Agreement or any material part of it; (iii) the Court

enters an order declining to enter the Judgment and Order of Dismissal in any material respect;


25

or (iv) the Judgment and Order of Dismissal is modified or reversed by a court of appeal or any

higher court in any material respect. Notwithstanding this paragraph, the Court’s determination

as to the Fee and Expense Application, Plaintiffs’ Service Award Application, and/or any Plan of

Allocation, or any determination on appeal from any such order, shall not provide grounds for

termination of this Settlement Agreement or Settlement.


the Effective Date, RBS shall not have any right to the return of the Settlement Fund or any


Paragraph 10.1, any and all remaining interest or right of RBS, if any, in or to the Settlement



Paragraph 10.5, unless Lead Counsel and counsel for RBS mutually agree in writing to proceed

with the Settlement.




exclusion from the Settlement Class with respect to RBS, shall be excluded from the Settlement




such Requests for Exclusion, to RBS within five (5) business days of the deadline set by the

Court for the filing of Requests for Exclusion. If, after RBS receives the list of the Opt-Outs, it

decides to request some relief, the Settling Parties shall first meet and confer in good faith. If the


26

Settling Parties are unable to reach agreement and RBS asserts that the total Requests for



reduce the value of the settlement to RBS (the “Materiality Threshold”), then RBS may present

the issue of whether the total Requests for Exclusion meet the Materiality Threshold and, if so,

the issue of the appropriate remedy to an independent and neutral mediator (the “Mediator”) to

be selected in good faith by mutual agreement of the Settling Parties and all other Defendants

whose settlement agreements are submitted for approval simultaneously with this Settlement

Agreement (the “Additional Settling Defendants”). The Mediator’s determinations, which shall

be made after a consolidated mediation involving the Settling Parties and each Additional

Settling Defendant who seeks mediation under Paragraph 10.4(a) of its Settlement Agreement,

shall be binding on the Settling Parties.


reduction remedy is warranted due to a material impact on the value of the Settlement to RBS by

the Requests for Exclusion. If the Mediator in his sole discretion selects some reduction as the

appropriate remedy, he may not provide for a reduction in the Settlement Amount greater than a

one-to-one ratio: that is, he may not reduce the Settlement Amount by more than the Opt-Outs

would likely have been eligible to receive collectively (but for their exclusion) from the





amount of the reduction shall be paid to RBS from the Settlement Fund.


27

(d) In the alternative to seeking a reduction, RBS may seek to terminate the



Settlement to RBS. Any application by RBS for termination relief under this Paragraph must be

made in writing within 14 days following the receipt from Plaintiffs of the list of Opt-Outs and

accompanying information required to be provided pursuant to Subparagraph 10.4(a) hereof, or

within seven (7) days of a determination on the reduction remedy by the Mediator, whichever is

later. If termination relief is granted to RBS, any termination shall be effected solely in



RBS’s counsel copies of all (i) Requests for Exclusion received (including all information










days after written notification of such event is sent by counsel for RBS or Lead Counsel to the




28

from counsel for RBS. At the written direction of counsel for RBS, the Escrow Agent or its

















Class Claims as against RBS, RBS agrees to provide confirmatory discovery as set forth in this


a manner so that all unnecessary duplication and expense is avoided. RBS shall provide the






29

11.2 Notwithstanding any other provision in this Settlement Agreement, RBS may






to, nor do they, waive any such privileges or protections. Counsel for RBS will meet with Lead







inadvertently produced, Lead Counsel shall, upon notice from RBS, promptly cease reviewing

the document and return or destroy the document within five (5) business days. Lead Counsel

shall also delete or destroy the portions of any other documents or work product which refer to or







confidential and available only to Lead Counsel and counsel for RBS. The parties expressly


30


RBS’s confirmatory discovery, including without limitation oral presentations, may be used






Settlement, RBS shall begin making reasonable preparations to provide Plaintiffs and Settlement

Class Members the following confirmatory discovery, and shall begin providing such



(a) RBS shall produce reasonably available transaction data maintained by

RBS involving ISDAfix Instruments from the Settlement Class Period. In advance of the


produced.

(b) RBS shall produce to Plaintiffs materials produced in response to past or




(c) RBS shall provide an attorney proffer, or in lieu of such proffer, shall


the witness interviews discussed below, regarding RBS’s conduct alleged in the Amended

Complaint.


31

(d) RBS shall provide interviews with up to three current RBS employees (to

the extent reasonably available) regarding RBS’s conduct alleged in the Amended Complaint.

The timing of such interviews shall be mutually agreed upon by Lead Counsel and counsel for

RBS.

11.5 RBS agrees to meet and confer in good faith regarding future requests from Lead




against non-Released Parties in this Action. RBS need not agree to requests that are

















32













liability of RBS; or (b) are or may be deemed to be or may be used as admissions of, or evidence

of, any fault or omission of RBS in any civil, criminal, or administrative proceeding in any court,

administrative agency, or other tribunal. The Settling Parties agree to not make any public

statements that assert or imply otherwise. The Released RBS Parties, Plaintiffs, Settlement Class

Members, and Plaintiffs’ Counsel may file the Stipulation and/or the Judgment and Order of

Dismissal 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, issue preclusion

or similar defense or counterclaim, or in connection with any proceeding to enforce the terms of

this Stipulation.


33



their terms.






















34





deem appropriate.











If to RBS or to RBS’s counsel:

Paul M. Eckles SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 4 Times Square New York, NY 10036 12.14 The Stipulation may be executed in one or more counterparts. All executed





35






the Stipulation.










settlement termination provisions applied to RBS shall be no less favorable than the











~ ~ckett

Daniel Cunningham Marc L. Greenwald S teig D. Olson QUINN EMANUEL URQUHART

& SULLIVAN, LLP 51 Madison A venue, 22nd Floor New York, New York 10010-1601 Telephone: (212) 849-7000 Fax: (212) 849-7100 [email protected] danielcunningham @quinnemanuel.com marc greenwald @quinnemanuel.com steigolson @quinnemanuel.com

Jeremy D. Andersen (pro hac vice) 865 South Figueroa Street, 1Oth Floor Los Angeles, California 90017 Telephone: (213) 443-3000 Fax: (213) 443-3100 jeremy andersen @quinnemanuel.com

JJ.1A~ David W. Mitchell Brian 0. O'Mara ROBBINS GELLER RUDMAN

& DOWDLLP 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: (619) 23 1-1058 Fax: (619) 231-7423 [email protected] davidm @rgrdlaw .com bomara @rgrdlaw .com

36

On Behalf of RBS:

Paul M. Eckles SKADDEN, ARPS, SLATE, MEAGHER

& FLOM 4 Times Square New York, NY 10036 Telephone: (212) 735-3000 Fax: (212) 735-2000 jay .kasner@ skadden.com paul .eckles@ skadden.com


istopher M. Burke (CB-3648) Walter W. Noss (WN-0529) Kristen M. Anderson (pro hac vice) SCOTT +SCOTT,

ATTORNEYS AT LAW, LLP 707 Broadway, Suite 1000 San Diego, CA 92101 Telephone: 619-233-4565 Facsimile: 619-233-0508 cburke@ scott -scott.com wnoss@ scott-scott.com kanderson@ scott -scott. com

David R. Scott (DS-8053) Donald A. Broggi (DB-9661) Sylvia M. Sokol (SS-0317) The Chrysler Building 405 Lexington A venue, 40th Floor New York, NY 10174 Telephone: 212-223-6444 Facsimile: 212-223-6334 david.scott@ scott-scott.com dbroggi@ scott-scott.com ssokol@ scott-scott.com

37


EXHIBIT A


06085-00001/7777251.4




Plaintiffs,

vs.


Defendants.





06085-00001/7777251.4
























06085-00001/7777251.4




Settlement Class;
























06085-00001/7777251.4

























06085-00001/7777251.4




















Settlement Hearing.




approved.

V. OTHER PROVISIONS


been met.


06085-00001/7777251.4





























06085-00001/7777251.4



















only.








06085-00001/7777251.4







Counsel.

IT IS SO ORDERED.

DATED: _______________________ ___________________________________



06085-00001/7777251.4



EXHIBIT B


06085-00001/7777167.5




Plaintiffs,

vs.


Defendants.





06085-00001/7777167.5












been satisfied.









06085-00001/7777167.5













action.















06085-00001/7777167.5


that:



























06085-00001/7777167.5










released.


















06085-00001/7777167.5




















adequate.









06085-00001/7777167.5





























06085-00001/7777167.5




IT IS SO ORDERED.



UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW … · 2020-03-25 · Fund to Authorized...

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