Case 3:05-cv-01298-PJH Document 114 Filed 11/29/2006 Page 1 of 35

1 James M. Finberg (State Bar No. 114850) Kelly M. Dermody (State Bar No. 171716)
2 Bill Lann Lee (State Bar No. 108452) Heather H. Wong (State Bar No. 238546)
3 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
4 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
5 Telephone: (415) 956-1000 Facsimile: (415) 956-1008
6 Elizabeth A. Alexander
7 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
8 150 Fourth Avenue, N., Suite 1650 Nashville, TN 37219-2324
9 Telephone: (615) 313-9000 Facsimile: (615) 313-9965
10 Cyrus Mehri, pro hac vice
11 Lisa M. Bornstein, pro hac vice Sandi Farrell, pro hac vice
12 Anna M. Pohl, pro hac vice MEHRI & SKALET, PLLC
13 1250 Connecticut Ave, N.W., Suite 300 Washington, D.C. 20036
14 Telephone: (202) 822-5100 Facsimile: (202) 822-4997
15

Adam T. Klein, pro hac vice Piper Hoffman, pro hac vice Justin M. Swartz, pro hac vice OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005

16 Attorneys for the Plaintiffs

17

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

18

SAN FRANCISCO / OAKLAND DIVISION

19 RENEE FASSBENDER AMOCHAEV,

20

DEBORAH ORLANDO, KATHRYN N. VARNER, IVY SO and LISA STRANGE

21

WEATHERBY on behalf of themselves and all others similarly situated,

22

Plaintiffs,

23

v.

24 CITIGROUP GLOBAL MARKETS, INC.,

25 d/b/a SMITH BARNEY,

26 Defendant.
27

Case No. 3:05-cv-01298-PJH
FIRST AMENDED CLASS ACTION COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF AND DAMAGES FOR VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 2000e, and the CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT
DEMAND FOR JURY TRIAL

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1 Individual and Representative Plaintiffs Renee Fassbender Amochaev, Deborah Orlando,
2 Kathryn Varner, Ivy So and Lisa Strange Weatherby (collectively “Plaintiffs”) on behalf of
3 themselves and all others similarly situated, allege, upon personal knowledge as to themselves
4 and upon information and belief as to other matters, as follows:
5 NATURE OF THE CLAIM
6 1. Defendant Citigroup Global Markets, Inc., d/b/a Smith Barney
7 (hereinafter “Smith Ba rney”) is an investment brokerage retail firm that discriminates against
8 female Financial Advisors on the basis of gender with respect to business opportunities,
9 compensation, professional support and other terms and conditions of employment in violation o f
10 Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq., the California Fair
11 Employment and Housing Act, Cal. Gov’t Code § 12940 et seq. and the Florida Civil Rights Act
12 of 1992, F.S.A. § 760.01 et seq. Smith Barney is the retail brokerage arm of Citigroup, the largest
13 financial institution in the United States.
14 2. The violations are systemic, based upon company-wide policies and
15 practices, and the result of unchecked gender bias that pervades the corporate culture of Smith
16 Barney. They are not isolated or exceptional incidents, but rather the regular and predictable
17 result of Defendant’s company-wide policies and practices. Smith Barney’s policies and
18 practices with regard to the distribution of the business opportunities and investment acco unts
19 under its control deny qualified female Financial Advisors equal opportunities for compensation.
20 3. As a result of Smith Barney’s company-wide policies and practices, female
21 Financial Advisors (also called “FAs” or “brokers”) have earned substantially le ss than similarly
22 situated male FAs. This earnings disparity, which Smith Barney caused by reckless indifference
23 and/or intentional conduct, has existed every year throughout the liability period in this case and
24 is part of a pattern or practice of intent ional discrimination.
25 4. Smith Barney, through its conduct throughout the liability period, has
26 caused these gender-based earnings disparities by intentionally (1) implementing company-wide
27 policies and practices that lock in and enlarge pre -existing gender-based earnings disparities that
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1 Smith Barney intentionally caused; (2) implementing policies and practices that cause a
2 “cumulative advantage” effect by which even small advantages that men have received are
3 exponentially magnified over time, causing the “r ich (men) to get richer;” and (3) implementing
4 company-wide policies and practices that have allowed and encouraged Smith Barney managers
5 to favor male brokers over female brokers in handing out business opportunities, which result in
6 increased opportunities to earn compensation.
7 5. Smith Barney has intentionally implemented these company -wide policies
8 and practices, and maintained its discriminatory compensation system, in order to keep male
9 brokers at the top of the compensation scale and female brokers at the bottom. Even some of
10 Smith Barney’s company-wide policies and practices that are facially neutral have an adverse
11 impact on the compensation of female brokers.
12 Smith Barney’s Policies Lock In and Perpetuate Past Discrimination
13 6. Smith Barney’s company-wide policies and practices lock in and
14 perpetuate past discrimination because, at Smith Barney, past performance is one of the primary
15 criteria for handing out business opportunities.
16 a. Smith Barney measures FAs past performance by two primary
17 metrics: “production” and “assets under management.”
18 b. “Production” is the amount of revenue that an FA generates for
19 Smith Barney, usually stated over a 12 month period.
20 c. “Assets under management” is the value of the assets in the client
21 investment accounts that Smith Barney has assigned to the FA. Production is a function of assets
22 under management – the more assets assigned to an FA, the more production the FA can
23 generate.
24 d. An FA’s production from year-to-year can be predicted by looking
25 at her assets under management.
26 7. Using past performance as a criterion for handing out business
27 opportunities at Smith Barney has the purpose and effect of discriminating against female Smith
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1 Barney brokers.
2 8. Smith Barney has a history of discriminating against female employees,
3 including female FAs. Throughout the years at Smith Barney (both before and during the liability
4 period in this case), Smith Barney’s gender discrimination has caused female brokers to
5 accumulate fewer assets than similarly situated men, produce less than similarly situated men,
6 and, therefore, earn less than similarly situated men.
7 9. By continually basing decisions regarding the distribution of future
8 business opportunities on criteria tainted by gender discrimination, Smith Barney has created a
9 “head wind ” that has kept, and continues to keep, female FAs from achieving compensation
10 equality.
11 10. According to its company-wide policies and practices, Smith Barney uses
12 past performance as a criterion in distributing business opportunities. These business
13 opportunities include, but are not limited to: (1) leads, referrals, walk - ins, call- ins, and accounts
14 from departing brokers’ books (collectively “account distributions”); (2) partnership and
15 retirement opportunities; (3) pay-out rate and other benefits in the Smith Barney compensation
16 plan; and (4) sales assistance, titles, office space, and other opportunities for brokers to increase
17 their income.
18 Smith Barney’s Policies and Practices Cause a “Cumulative Advantage” Effect
19 11. By unfairly relying on past performance as a basis for distributing current
20 business opportunities, Smith Barney’s current policies and practices have caused small year -to-
21 year advantages (advantages that Smith Barney created by favoring male brokers over female
22 brokers) to grow and accumulate o ver time, increasing the inequality between male brokers’ and
23 female brokers’ compensation.
24 12. In other words, Smith Barney’s policies and practices, implemented during
25 the liability period in this case, create a “cumulative advantage” effect, under which “ the rich get
26 richer” and “success breeds success.” As a result, female brokers who were disadvantaged by
27 Smith Barney’s discriminatory policies and practices earlier in their careers cannot catch up.
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1 13. This is not accidental. Smith Barney has deliberate ly implemented policies
2 and practices in order to perpetuate and increase the disparities its past discrimination caused and
3 to maintain a system designed to keep male brokers at the top, resulting in a “vicious cycle” for
4 female brokers.
5 14. Account Distributions. Smith Barney’s company-wide account distribution
6 policy is an example of cumulative advantage effect at work.
7 a. Smith Barney pays its Financial Advisors primarily on a
8 commission basis, calculated based on the revenue generated from the inves tment accounts
9 assigned to them. Smith Barney may assign investment accounts to a broker when individuals
10 with new business call into or walk into the office; through “leads” and “referrals” (e.g., when
11 Smith Barney tells Financial Advisor of a possible a ccount opportunity and the Financial Advisor
12 makes contact with the potential account holder); by transfer from one Financial Advisor to
13 another (e.g., when a Financial Advisor retires, leaves the business, or moves to another firm); or
14 through partnerships between Financial Advisors within an office (or branch).
15 b. But accounts and potential accounts are not simply “acquired” by
16 brokers in a vacuum, outside the control of Smith Barney. In fact, Smith Barney has
17 implemented a companywide policy for account d istribution that delegates discretion to allocate
18 or distribute accounts, as well as opportunities to gain new accounts, to its virtually all - male
19 branch management. Because brokers obtain so many accounts through the distribution process
20 rather than on t heir own initiative, account distribution is a substantial factor affecting the
21 compensation of Smith Barney Financial Advisors.
22 c. Smith Barney’s company-wide policy and practice directs branch
23 management to consider past performance (the results of historical discrimination), as well as
24 branch management’s own preferences, in distributing accounts to Financial Advisors.
25 d. When a male broker receives a client investment account, the
26 selected broker gains much more than the value of the client investment acco unt or the revenue
27 that the client investment account can generate. The selected broker also gains the growth
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1 potential of the assets in the client account and the growth potential of the account’s production.
2 And not only do the accounts grow in value, but they spawn other accounts, which, in turn spawn
3 other accounts, as each client refers other individuals who have money to invest. This
4 exponentially increases the selected brokers’ assets under management and production – and
5 therefore his compensatio n. Smith Barney has disproportionately selected male brokers for
6 income- increasing opportunities under its compensation system.
7 e. This is the point at which Smith Barney’s policies create the
8 cumulative advantage effect. As explained above, it is Smith Bar ney’s nationwide policy, which
9 it has applied to all brokers in all Smith Barney branches throughout the liability period, to base
10 its account distribution decisions, in part, on past performance (as measured by assets under
11 management and production). By disproportionately giving accounts to male brokers, Smith
12 Barney has disproportionately placed male brokers in positions to qualify for additional accounts
13 under Smith Barney’s company-wide account distribution policy, and to qualify for other
14 business opportunities under Smith Barney’s other policies and practices. These additional
15 accounts and business opportunities directly and indirectly increase the male brokers assets under
16 management and production, and place male brokers in an even better position for the next round
17 of account distributions.
18 f. In this way, male brokers’ advantage – an advantage that Smith
19 Barney itself created – breeds a further advantage, creating a “cumulative advantage” effect.
20 g. Because Smith Barney has historically favore d male brokers for
21 account distributions and other business opportunities, and male brokers therefore have higher
22 production than female brokers, the Smith Barney policies and practices that cause the cumulative
23 advantage effect discriminate against female brokers. The earnings disparity between men and
24 women increases and women cannot catch up.
25 15. Partnership and Retirement Opportunities. Smith Barney’s nationwide
26 policies and practices regarding partnerships are another example of cumulative advantage at
27 work.
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1 a. According to Smith Barney’s nationwide policies and practices,
2 past performance is a key factor in deciding which brokers are allowed to enter into partnerships
3 with other brokers, which brokers are encouraged to do so, and how assets and production are
4 divided in partnerships.
5 b. The ability to enter into partnerships with other brokers, including
6 the ability to take advantage of the Franchise Protection Program (a program under which
7 younger brokers “inherit” entire books of business from older ret iring brokers, which is profitable
8 for the inheriting broker and the retiring broker), allows brokers to increase their earnings.
9 c. By using past performance as a criterion, Smith Barney’s company -
10 wide policies and practices discriminate against female brokers with respect to partnerships and
11 the opportunities they create. This prevents female brokers from increasing their assets under
12 management and production to the same extent that similarly situated male brokers are able to,
13 and excludes them from fu ture opportunities including partnership opportunities, account
14 distributions, and other business opportunities – continuing the cumulative advantage vicious
15 cycle.
16 16. Compensation Plan. Smith Barney’s nationwide compensation plan also
17 discriminates against women by causing the cumulative advantage effect to depress female
18 brokers’ earnings compared to their male counterparts.
19 a. Smith Barney pays its brokers according to a compensation grid set
20 out in the nationwide compensation plan.
21 b. The compensation grid determines the percentage of a broker’s
22 production that the broker takes home as earnings.
23 c. The compensation grid is a “progressive grid” – the higher a
24 broker’s production during the prior year, the higher the percentage of that production the broker
25 receives as compensation.
26 d. Because the production of female brokers is lower than that of
27 similarly situated male brokers due to Smith Barney’s gender discrimination, the compensation
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1 grid dictates that Smith Barney pay male brokers at a higher rate than sim ilarly situated female

2 brokers for performing the same work.

3 e. Smith Barney has known that its compensation plan has favored

4 male brokers throughout the class period. Smith Barney’s compensation plan has the purpose and

5 effect of favoring male brokers .

6 f. Smith Barney has issued a new compensation plan each year

7 throughout the class period.

8 g. Each year of the liability period, the compensation plan has worked

9 to the advantage of male brokers.

10 h. The Smith Barney compensation plan, including the grid, has

11 applied to all brokers in all Smith Barney branches throughout the liability period.

12 i. In addition to the grid, other aspects of the Smith Barney

13 compensation plan also have the purpose and effect of discriminating against female FAs

14 including, but not limited to, bonuses, stock awards, recognition programs, deferred

15 compensation, and other benefits.

16

Smith Barney’s Company-Wide Policies Cause Branch Management to Discriminate

17

Against Female Brokers

18

17. Smith Barney has adopted and implemented company -wide policies and

19 practices that have caused Smith Barney managers to favor male brokers over female brokers in

20 doling out business opportunities, which has hindered female brokers’ ability to increase their

21 compensation.

22

18. In addition to requiring branch management to consider past performance

23 as a criterion (as explained above), these company-wide policies and practices give branch

24 management extraordinary discretion to distribute business opportunities as they choose, allowing

25 their gender stereotypes and the company-wide culture of gender discrimination to influence their

26 decisions. As a result, Smith Barney’s policy and practice is to distribute accounts and business

27 opportunities to male Financial Advisors in numbers greatly disproportionate to those distributed

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1 to similarly-situated female Financial Advisors. This policy and practice has the purpose and

2 effect of systematically discriminating against female Financial Advisors.

3 19. In addition, pursuant to Smith Barney’s company-wide policies and

4 practices, branch management often encourages male brokers to form lucrative partnership

5 agreements without adequate oversight or equal opportunity protections, subject only to rubber-

6 stamp approval by upper management. Smith Barney treats women less favorably with respect to

7 partnerships and the division of assets and production therein. These discriminatory policies and

8 practices have the purpose and effect of systematically discriminating against female Financial

9 Advisors at Smith Barney and preventing them from increas ing their compensation.

10

Smith Barney Refuses to Change Policies and Practices it Knows Discriminate Against

11

Women

12

20. As troubling as these discriminatory policies and practices are, more

13 disturbing still is the cavalier way in which Smith Barney has treated the subject of sex

14 discrimination, its female brokers, and even its own legally binding promises. Indeed, while

15 Defendant Citigroup nominally embraces a corporate credo for Smith Barney and its subsidiaries

16 that states, “We have worked hard to create a wo rkplace with an emphasis on inclusion,

17 innovation and merit, each rooted in our shared values and respect for our colleagues and the

18 millions of people we serve,” these statements of inclusion are belied by Smith Barney's

19 exclusionary practices. It is also indisputable that Smith Barney is aware of its discriminatory

20 policies and practices, as this lawsuit does not represent the first time such problems have been

21 brought to light. Smith Barney was a defendant in a previous class action gender -discrimination

22 lawsuit.

23

21. In 1997, the Company entered into a settlement agreement to resolve a

24 previous sex-discrimination class action lawsuit. In that agreement Smith Barney pledged, inter

25 alia, that it would develop non-discriminatory standards for account distribution, as well as a

26 system to ensure that employees who lodged complaints of sex discrimination were not subjected

27 to retaliation for doing so. But within only a few years of that settlement, the Company has been

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1 utilizing a discriminatory account distribution system and has retaliated against, and
2 constructively discharged, female Financial Advisors – including Plaintiffs here – for attempting
3 to raise sex-discrimination issues within the Company. Smith Barney’s continuing discrimination
4 and retaliation are not only illegal, but also reflect egregious violations of the promises Smith
5 Barney previously made to its female employees and to a court of law. Clearly, Smith Barney has
6 not learned from its earlier mistakes or court orders. Indeed, it now conti nues to violate the rights
7 of its female Financial Advisors – including the very women who have attempted, within the
8 Company’s internal procedures, to remind the Company of its own pledge to take sex
9 discrimination seriously.
10 22. Even after Smith Barney was given clear notice, through the prior lawsuit
11 and otherwise, that its policies and practices caused female brokers to earn less than male brokers,
12 it continued to implement many of these policies. It did so in order to perpetuate and continue to
13 increase the disparity in earnings between male and female brokers.
14 23. Similarly, despite Smith Barney’s knowledge that, under prior versions of
15 its compensation plan, men consistently earned more than women (because of Smith Barney’s
16 intentional discrimination), Smith Barney continued to design and implement compensation plans
17 that included the same criteria and had the same discriminatory effect.
18 24. Smith Barney also created a written account distribution policy after the
19 1997 gender-discrimination class action settleme nt and implemented it during the liability period
20 in this case. This policy formalized Smith Barney’s existing account distribution policies and
21 practices, even though the company knew that these policies and practices had caused a huge
22 gender-based earnings disparity. Smith Barney implemented the policy during the liability period
23 in this case, in order to continue to favor male brokers. The policy, while facially neutral, also
24 has an adverse impact on female brokers and favors male brokers.
25 25. Moreover, Smith Barney has a poorly functioning, understaffed, and
26 impotent human resources department that focuses almost exclusively (if not completely) on
27 defending the company as a litigant, rather than on resolving gender -based problems and rooting
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1 out discrimination. Smith Barney has intentionally run its human resources department in this
2 manner in order to maintain the status quo and to further its goal of favoring male employees over
3 female employees.
4 26. Accordingly, this class action is brought by female Financial Advisors on
5 behalf of themselves individually and all similarly-situated female Financial Advisors in the
6 United States against whom Smith Barney has discriminated on the basis of gender. This action
7 seeks to end Smith Barney’s discriminatory policie s and/or practices and to make the Plaintiff
8 class whole by requesting the following remedies: injunctive relief to remedy systemic sex
9 discrimination at Smith Barney; an award of back pay and front pay; and compensatory and
10 punitive damages.
11 JURISDICTION, VENUE AND INTRADISTRICT ASSIGNMENT
12 27. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331.
13 28. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b). Members
14 of the Plaintiff class reside in California and throughout the United States. Defendant Smith
15 Barney is a Delaware corporation licensed to do business in California. It has branch offices
16 throughout California and this District. Many of the acts complained of occurred in this State and
17 this District and gave rise to the claims alleged.
18 29. Assignment to the San Francisco/Oakland Division of this Court is proper
19 because the Plaintiffs reside within the Division and many of the acts complained of took place in
20 this Division.
21 PARTIES
22 30. Plaintiff Renee Fassbender Amochaev is a fe male resident of Santa Rosa,
23 California. During the course of her employment as a Financial Advisor at Smith Barney, by
24 application of its company-wide policies and practices, Smith Barney denied Ms. Fassbender
25 Amochaev business opportunities on the basis of her gender that directly impacted her
26 compensation. Smith Barney retaliated against Ms. Fassbender Amochaev for complaints of
27 gender discrimination, and constructively discharged her.
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1 31. Plaintiff Deborah Orlando is a female resident of Santa Rosa, Cal ifornia.
2 During the course of her employment as a Financial Advisor at Smith Barney, Smith Barney, by
3 application of its company-wide policies and practices, denied Ms. Orlando business
4 opportunities on the basis of her gender that directly impacted her c ompensation. Smith Barney
5 retaliated against Ms. Orlando for complaints of gender discrimination, and constructively
6 discharged her.
7 32. Plaintiff Kathryn Varner is a female resident of Santa Rosa, California.
8 During the course of her employment as a Financi al Advisor at Smith Barney, Smith Barney, by
9 application of its company-wide policies and practices, denied Ms. Varner business opportunities
10 on the basis of her gender that directly impacted her compensation. Smith Barney retaliated
11 against Ms. Varner for complaints of gender discrimination, and constructively discharged her.
12 33. Plaintiff Ivy So is a female resident of Glendale, California who is of
13 Filipino origin and race. During the course of her employment as a Financial Advisor at Smith
14 Barney, Smith Barney, by application of its company-wide policies and practices, denied Ms. So
15 business opportunities on the basis of her gender, race and national origin that directly impacted
16 her compensation.
17 34. Plaintiff Lisa Strange Weatherby is a female resident of Jacksonville,
18 Florida. Ms. Weatherby is currently employed as a Financial Advisor in the Jacksonville office
19 of Smith Barney. During the course of her employment, Smith Barney, by application of its
20 company-wide policies and practices, has denied Ms. We atherby business opportunities on the
21 basis of her gender that directly impact her compensation. Smith Barney has also retaliated
22 against Ms. Weatherby for complaints of gender discrimination.
23 35. Smith Barney is a division of Citigroup Global Markets, Inc.
24 36. Citigroup Global Markets, Inc. is a subsidiary of Citigroup.
25 37. Smith Barney is a global financial firm, which provides brokerage and
26 investment banking management services to corporations, governments and individuals around
27 the world. Smith Barney is t he nation’s second largest retail brokerage firm and a leader in the
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1 U.S. securities industry. Smith Barney’s Private Client and Global Equity Research businesses
2 comprise the Global Wealth Management unit of Citigroup Global Markets, Inc., a subsidiary o f
3 Citigroup. Smith Barney employs approximately 12,000 Financial Advisors in over 500 offices.
4 38. Citigroup, Inc. (“Citigroup” and, together with its subsidiaries, “the
5 Company”), is a diversified global financial services holding company whose business es provide
6 a broad range of financial services to consumer and corporate customers. Citigroup is a Fortune
7 500 company with more than 200 million customer accounts doing business in over 100
8 countries. It is also the largest financial institution in the United States. As of December 2004, it
9 had approximately 141,000 full- time and 7,000 part-time employees in the United States and
10 approximately 146,000 full-time employees outside the United States. In addition, Citigroup
11 reported revenues over $86 billion, a net income of $17 billion, assets of $1 trillion and a market
12 value of $211 billion. Currently, Citigroup has over 3,000 bank branches and consumer finance
13 offices in the United States and Canada, plus an additional 1,500 locations in approximately 100
14 other countries.
15 CLASS ACTION ALLEGATIONS
16 39. Plaintiffs bring this Class Action pursuant to Fed. R. Civ. P. 23(a), (b)(2),
17 and (b)(3) on behalf of a Class of all female Financial Advisors employed by Smith Barney in the
18 United States at any time from A ugust 30, 2003 and continuing to the present. Plaintiffs also
19 bring this Class Action pursuant to Fed. R. Civ. P. 23(a), (b)(2), and (b)(3) on behalf of a
20 Subclass of all female Financial Advisors employed by Smith Barney in California at any time
21 from June 25, 2003 and continuing to the present. Plaintiffs reserve the right to amend the
22 definitions of the Class and Subclasses based on discovery or legal developments.
23 40. Plaintiffs are members of the Class they seek to represent.
24 41. The members of the Class ide ntified herein are so numerous that joinder of
25 all members is impracticable. As of the filing of this Complaint, Smith Barney has approximately
26 12,000 Financial Advisors. Although the precise number of female Financial Advisors is
27 currently unknown, it is far greater than can be feasibly addressed through joinder.
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1 42. There are questions of law and fact common to the Class, and these
2 questions predominate over any questions affecting only individual members. Common
3 questions include, among others: (1) whether Smith Barney’s policies or practices discriminate
4 against female Financial Advisors; (2) whether Smith Barney’s Human Resources Department
5 has failed to implement policies and procedures to prevent retaliation against employees who
6 challenge perceived bias in the workplace; (3) whether Smith Barney’s policies and practices
7 violate Title VII and/or the California Fair Employment and Housing Act; and (4) whether
8 equitable remedies, injunctive relief, compensatory, and punitive damages for the Class are
9 warranted.
10 43. The Representative Plaintiffs’ claims are typical of the claims of the Class.
11 44. The Representative Plaintiffs will fairly and adequately represent and
12 protect the interests of the members of the Class. Plaintiffs have retained counsel competent and
13 experienced in complex class actions, employment discrimination litigation, and the intersection
14 thereof.
15 45. Class certification is appropriate pursuant to Fed. R. Civ. P. 23(b)(2)
16 because Smith Barney has acted and/or refused to act on grounds generally appl icable to the
17 class, making appropriate declaratory and injunctive relief with respect to Plaintiffs and the Class
18 as a whole. The Class members are entitled to injunctive relief to end Smith Barney’s common,
19 uniform, unfair and discriminatory policies and practices.
20 46. Class certification is also appropriate pursuant to Fed. R. Civ. P. 23(b)(3)
21 because common questions of fact and law predominate over any questions affecting only
22 individual members of the Class, and because a class action is superior to othe r available methods
23 for the fair and efficient adjudication of this litigation. The Class members have been damaged
24 and are entitled to recovery as a result of Smith Barney’s common, uniform, unfair, and
25 discriminatory policies and practices. Smith Barne y has computerized account data, payroll and
26 personnel data that will make calculation of damages for specific Class members relatively
27 simple. The propriety and amount of punitive damages are based on the conduct of the
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1 Defendant, making these issues common to the Class.
2 GENERAL POLICIES OR PRACTICES OF DISCRIMINATION
3 47. The denials and abridgments of employment opportunities suffered by the
4 Representative Plaintiffs are part of a general policy or practice of discrimination on the basis of
5 gender in employment that has existed at Smith Barney throughout the relevant time period.
6 These are not isolated examples of employment practices or individual decisions. On the
7 contrary, these incidents are representative of Smith Barney’s systematic discrimination against
8 female Financial Advisors in favor of male Financial Advisors.
9 48. Because virtually all indicia of success, advancement, and achievement at
10 Smith Barney are based on the total dollar amount of assets a Financial Advisor manages and/or
11 the amount s/he ha s produced that year, the ability to acquire new and lucrative accounts is
12 essential to a Financial Advisor’s success in the business. Promotions and recognition programs
13 at Smith Barney are also based on a Financial Advisor’s gross production, total assets, or both.
14 For example, officer titles, such as “First Vice President,” are awarded for a particular year if a
15 Financial Advisor reaches a certain dollar amount in gross production during that year. Receiving
16 such a title also may entitle a Financial Advisor to increased opportunities for account allocations,
17 thus multiplying the disparities.
18 49. Despite the significance of the account distribution system, the nationwide
19 account distribution policy discriminates against women. It perpetuates the historical exclusion
20 of women from fair participation in account distributions and permits excessive subjectivity by
21 branch management in account assignment. This is a uniform practice across Smith Barney
22 offices. At every Smith Barney branch, branch management is required to follow this company
23 policy to make account assignments. Using data that is flawed by the historical discrimination
24 against women and branch management’s personal preferences, Smith Barney distributes call - ins,
25 walk- ins, leads, and referrals to Financial Advisors within each branch. By entrusting branch
26 management, virtually all of which is male, with undue discretion in these matters, Smith Barney
27 maintains a system whereby branch management applies its own personal preferences and biases
28

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1 in making distribution decisions.
2 50. Smith Barney has pursued policies or practices on a continuing basis that
3 have denied or restricted the availability of business opportunities, compensation, and other
4 favorable employment conditions to qualified female Fina ncial Advisors. Such discriminatory
5 policies or practices include, without limitation:
6 a. Systematically discriminating against women in allocating accounts
7 and business opportunities that impact their opportunities for increased compensation, including,
8 but not limited to, leads, call - ins, walk- ins, accounts from departing brokers’ books, partnership
9 opportunities, and other sources of business;
10 b. Systematically discriminating against women in the provision of
11 sales and professional support that impact their o pportunities for increased compensation;
12 c. Relying upon unweighted, subjective, gender -based and/or arbitrary
13 criteria utilized by a nearly all - male managerial workforce in making business allocation
14 decisions that directly impact compensation;
15 d. Establishing and maintaining an arbitrary and subjective policy or
16 system regarding business allocation that has had the effect of denying compensation to qualified
17 women;
18 e. Failing and refusing to take reasonable and adequate steps to
19 eliminate the effects of Defendant’s past discriminatory practices;
20 f. Permitting retaliation against employees who complain of gender
21 discrimination in the workplace;
22 g. Failing to provide women with the same quality and quantity of
23 training and mentoring as is provided to men;
24 h. Failing to provide women with the same level of sales support,
25 administrative support, and other support as is provided to men;
26 i. Maintaining a compensation system that perpetuates past
27 discrimination;
28

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1
2 other earnings;
3
4 and
5
6

j. Denying women opportunities to increase their commissions and k. Maintaining a discriminatory and gender-biased corporate culture; l. Making employment decisions based on gender stereotypes.

7

CLAIMS OF REPRESENTATIVE PLAINTIFFS

8 9 Renee Fassbender Amochaev

10

51. Plaintiff Renee Fassbender Amochaev worked as a Financial Advisor from

11 March 2000 to July 23, 2004 in the Santa Rosa, California office of Smith Barney. During the

12 course of her employment, Smith Barney denied her compensation, business opportunities, titles

13 and other conditions of employment made available to similarly-situated male Financial

14 Advisors.

15

52. Since the beginning of her employment with Smith Barney, Ms.

16 Fassbender Amochaev has been denied books of business that she was qualified to receive or

17 maintain on multiple occasions. For example, in or around Jun e 2003, Smith Barney distributed a

18 portion of Ms. Fassbender Amochaev’s book of business worth $1,634,000.00 to a male Financial

19 Advisor with no greater qualifications than Ms. Fassbender Amochaev. Similar instances have

20 happened since the beginning of he r employment, including but not limited to: (1) in

21 approximately July 2003, Smith Barney distributed a book of business worth $275,000.00 to a

22 similarly-situated male Financial Advisor; (2) in approximately September 2003, Smith Barney

23 distributed a book o f business worth $102,000.00 to a similarly-situated male Financial Advisor;

24 (3) in approximately November 2003, Smith Barney distributed a book of business worth

25 $250,000.00 to a similarly-situated male Financial Advisor; (4) in approximately January 2004 ,

26 Smith Barney distributed a book of business worth $4,122,000.00 to a similarly-situated male

27 Financial Advisor; (5) in approximately May 2004, Smith Barney distributed a book of business

28

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1 worth $415,000.00 to a similarly-situated male Financial Advisor; a nd (6) in approximately July
2 2004, Smith Barney distributed a book of business worth at least $6,912,989.00 (and worth as
3 much as approximately $11,500,000.00) to a similarly-situated male Financial Advisor. If Ms.
4 Fassbender Amochaev had not been denied these accounts, she would have generated
5 compensation worth approximately several hundred thousand dollars.
6 53. In this same time period, Smith Barney did not allocate any significant
7 walk- in or call- in business to Ms. Fassbender Amochaev, while it did alloc ate such business to
8 similarly-situated male Financial Advisors. Smith Barney denied Ms. Fassbender Amochaev
9 these opportunities due to her gender.
10 54. As a result of, and/or in addition to, the gender discrimination described
11 above, Smith Barney engaged in g ender discrimination against Ms. Fassbender Amochaev in
12 other ways, including, but not limited to, the following:
13 a. Smith Barney denied Ms. Fassbender Amochaev the opportunity to
14 use the title “Portfolio Manager,” which was reserved for Financial Advisors wh o had completed
15 additional training and who managed at least 10 accounts that totaled at least $5,000,000.00 in
16 assets. Had Smith Barney not denied her business based on her gender, Ms. Fassbender
17 Amochaev would have been able to use the title “Portfolio M anager” because she had achieved
18 all the other qualifications for the title.
19 b. Smith Barney denied Ms. Fassbender Amochaev the opportunity to
20 use the title “First Vice President.” This title was reserved for Financial Advisors who had in
21 excess of $250,000 in gross production, which Smith Barney prevented Ms. Fassbender
22 Amochaev from achieving by treating her differently than similarly -situated males.
23 c. While Smith Barney provided appropriate sales support to
24 similarly-situated male Financial Advisors, it d enied such support to Ms. Fassbender Amochaev;
25 d. While Smith Barney assigned similarly-situated male Financial
26 Advisors to offices with windows, it assigned Ms. Fassbender Amochaev to a less desirable office
27 without a window; and
28

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1 e. While Smith Barney provided training opportunities to similarly-
2 situated male Financial Advisors, Smith Barney did not make the same opportunities available to
3 Ms. Fassbender Amochaev.
4 55. Smith Barney denied all of these opportunities to Ms. Fassbender
5 Amochaev because of her gender.
6 56. Smith Barney subjected Ms. Fassbender Amochaev to a hostile work
7 environment after she complained about unfair, discriminatory treatment to the highest levels of
8 the company, including to the Director of Human Resources of Smith Barney. Smith Barney
9 refused to address her complaints and retaliated against her. For example, shortly after Ms.
10 Fassbender Amochaev lodged her complaints of discrimination, her manager threatened to take
11 away several of her accounts and replaced her sales assistant with someone le ss qualified. Smith
12 Barney management also disclosed the fact that she had complained about discrimination to her
13 male co-workers and allowed a petition to be circulated in Ms. Fassbender Amochaev’s office
14 attacking her complaints. Despite Ms. Fassbender Amochaev’s protests, no one was disciplined
15 for this retaliation.
16 57. As a result of the discrimination and retaliation, Smith Barney
17 constructively discharged Ms. Fassbender Amochaev from her employment with Smith Barney
18 on July 23, 2004, which caused her to lose earned stock option awards valued at approximately
19 $32,000.00.
20 58. Smith Barney has discriminated against Ms. Fassbender Amochaev on the
21 basis of her gender by denying her business opportunities that directly impacted her
22 compensation, constructively discharging her, and retaliating against her for her complaints of
23 gender discrimination.
24 59. On or about June 25, 2004, Ms. Fassbender Amochaev filed a charge of
25 discrimination with the California Department of Fair Employment and Housing (“DFEH”) and
26 the Equal Employment Opportunity Commission (“EEOC”). On or about September 2, 2004,
27 Ms. Fassbender Amochaev filed an amended charge of discrimination. The charge was amended
28

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1 again on March 24, 2005. On March 25, 2005, she received a Notice of Right to Sue fr om the
2 DFEH. She has requested a Notice of Right to Sue from the EEOC. Her charge, amended
3 charges, and Notice of Right to Sue from the DFEH are attached to this Complaint as Exhibit A
4 and are incorporated by reference.
5
6 Deborah Orlando
7 60. Plaintiff Deborah Orlando was employed as a Vice President/Financial
8 Advisor in the Santa Rosa, California office of Smith Barney from February 14, 1998 to July 23,
9 2004. During the course of her employment, Smith Barney denied Ms. Orlando business
10 opportunities and compensation that it made available to similarly -situated male Financial
11 Advisors.
12 61. Smith Barney has discriminated against Ms. Orlando on the basis of her
13 gender by denying her business opportunities that directly impacted her compensation. For
14 example, on multiple occasions between June 2003 and July 2004, Smith Barney transferred
15 significant assets to similarly-situated male Financial Advisors that were not offered to Ms.
16 Orlando. In this same time period, Smith Barney likewise did not allocate any significan t walk- in
17 or call- in business to Ms. Orlando, while it did allocate walk -in and call- in business to similarly-
18 situated male Financial Advisors. Smith Barney denied all of these opportunities to Ms. Orlando
19 due to her gender.
20 62. As a result of, and/or in addition to, the gender discrimination described
21 above, Smith Barney engaged in gender discrimination against Ms. Orlando in other ways,
22 including, but not limited to, the following:
23 a. While Smith Barney gave other similarly-situated male Financial
24 Advisors training opportunities, Smith Barney did not make the same opportunities available to
25 Ms. Orlando.
26 b. Smith Barney assigned Ms. Orlando to a less desirable office than it
27 assigned similarly-situated male employees.
28

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1 63. Although Ms. Orlando complained about unfa ir, discriminatory treatment
2 to the company’s corporate office, Smith Barney did not address her complaints. Instead, Smith
3 Barney subjected her to a hostile work environment, disclosed the fact that she had complained to
4 male co-workers, and retaliated a gainst her for having made the complaints. As a result of the
5 discrimination and retaliation, Smith Barney constructively discharged Ms. Orlando from her
6 employment with Smith Barney on July 23, 2004. The constructive discharge caused Ms.
7 Orlando to lose approximately $70,000 in income and approximately ten percent of the assets she
8 managed.
9 64. Smith Barney has discriminated against Ms. Orlando on the basis of her
10 gender by denying her business opportunities that directly impacted her compensation,
11 constructively discharging her, and retaliating against her for her complaints of gender
12 discrimination.
13 65. On or about September 17, 2004, Ms. Orlando filed a charge of
14 discrimination with the DFEH and the EEOC. On or about March 29, 2005, Ms. Orlando filed an
15 amended charge of discrimination. On March 29, 2005, Ms. Orlando received a Notice of Right
16 to Sue from the DFEH. Her charge and amended charge of discrimination and Notice of Right to
17 Sue are attached to this Complaint as Exhibit B and are incorporated by reference. Ms. Orlando
18 has requested a Notice of Right to Sue from the EEOC.
19
20 Kathryn Varner
21 66. Plaintiff Kathryn Varner was employed as a Financial Advisor in the Smith
22 Barney office in Modesto, California starting in 1988. She worked there continually unt il 1991,
23 when she became a Financial Advisor in the Santa Rosa, California office of Smith Barney. In
24 1993, she was made a Vice President. She was employed by Smith Barney until July 16, 2004.
25 During the course of her employment, Smith Barney denied her business opportunities and
26 compensation made available to similarly-situated male Financial Advisors.
27 67. Smith Barney has discriminated against Ms. Varner on the basis of her
28

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1 gender by denying her business opportunities that directly impacted her compensati on. For
2 example, on multiple occasions between June 2003 and July 2004, Smith Barney transferred
3 significant assets to similarly-situated male Financial Advisors that were not offered to Ms.
4 Varner. In this same time period, Smith Barney likewise did not allocate any significant walk - in
5 or call- in business to Ms. Varner, while it did allocate walk -in and call- in business to similarly-
6 situated male Financial Advisors. Smith Barney denied Ms. Varner all of these opportunities due
7 to her gender.
8 68. In March or April, 2004, Ms. Varner complained of gender discrimination
9 to the Smith Barney Human Resources Department. Although Ms. Varner complained about the
10 unfair, discriminatory treatment she had experienced to the Regional Human Resources Director,
11 Smith Barney failed to address her complaints. Instead, Smith Barney disclosed the fact that she
12 had complained to her male coworkers and retaliated against her for making such complaints. As
13 a result of the discrimination and retaliation, Smith Barney constructively discharged Ms. Varner
14 from her employment on July 16, 2004. Ms. Varner lost at least $50,000 in commission as a
15 result of being constructively discharged.
16 69. Smith Barney discriminated against Ms. Varner on the basis of her gender
17 by denying her business opportunities that directly impacted her compensation, constructively
18 discharging her, and retaliating against her for her complaints of gender discrimination.
19 70. On or about November 22, 2004, Ms. Varner filed a charge of
20 discrimination with the DFEH and the EEOC. Ms. Varner received a Notice of Right to Sue from
21 the DFEH on March 30, 2005. Attached to this Complaint as Exhibit D, and incorporated by
22 reference, are copies of her charge and Notice. Ms. Varner has requested a Notice of Right to Sue
23 from the EEOC.
24
25 Ivy So
26 71. Plaintiff Ivy So was employed as a Financial Advisor in the Glendale,
27 California office of Smith Barney from February 2001 until approximately August 4, 2006.
28

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1 During the course of her employment, Smith Barney denied Ms. So business oppo rtunities and
2 compensation that it made available to similarly -situated male Financial Advisors.
3 72. Ms. So is a woman of Filipino origin. Throughout the course of her
4 employment, Smith Barney denied Ms. So business opportunities and compensation that it ma de
5 available to similarly situated non- minority employees who were born in the United States.
6 73. For example, on or about August 2005, a male Financial Advisor resigned
7 from the Glendale office of Smith Barney. Smith Barney primarily distributed his accoun ts to
8 male Financial Advisors who were similarly-situated to Ms. So. Only one account was
9 distributed to Ms. So from his book of business. Smith Barney only distributed that account to
10 her after the client had decided to move the account to a different c ompany.
11 74. Likewise, on or about April 2006, Smith Barney distributed an account
12 from a departing broker to a less qualified non- minority broker of United States origin instead of
13 Ms. So.
14 75. Smith Barney permitted similarly situated, non-minority male brokers of
15 United States origin in the Glendale, California office to form partnerships in order to improve
16 their compensation. Smith Barney did not permit Ms. So to enter into a partnership. As a result,
17 Smith Barney diminished her compensation in comparison to similarly situated male, non-
18 minority Financial Advisors of United States origin.
19 76. Smith Barney disproportionately distributed Initial Public Offerings to
20 similarly situated, non- minority male brokers of United States origin. Specifically in September
21 2005, Smith Barney made disproportionate IPO distributions to another similarly -situated non-
22 minority male, broker of United States origin.
23 77. Smith Barney also denied Ms. So other terms and conditions of
24 employment that affect her compensation that it did not deny to similarly-situated male, non-
25 minority brokers of United States origin. For example, Smith Barney moved Ms. So out of her
26 office in March 2006 and placed her in the “bull pen.” The bull pen is the area in which new
27 brokers are required to work. Smith Barney gave Ms. So’s office to a male, non - minority broker
28

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1 of United States origin with only one year of experience. At the same time, Smith Barney did not
2 require other male, non- minority American-born brokers who were less qualified than Ms. So to
3 move out of their offices and into the bull pen.
4 78. On or about September 2005, Smith Barney reduced Ms. So’s sales
5 support, which negatively impacted her business and limited her ability to generate income.
6 Smith Barney did not reduce the sales support of any similarly-situated, non- minority male
7 brokers or brokers of United States origin.
8 79. Smith Barney discriminated against Ms. So on the basis of her gender, race
9 and national origin by denying her business opportunities that directly impacted her
10 compensation.
11 80. In approximately March 2006, Ms. So complained of gender discrimination
12 to Smith Barney’s Human Resources Department. Although Ms. So complained about the unfair,
13 discriminatory treatment she had experienced, Smith Barney failed to address her comp laints.
14 81. On or about June 29, 2006, Ms. So filed a charge of discrimination with the
15 DFEH alleging gender and national origin discrimination. On or about July 3, 2006, the DFEH
16 issued a Notice of Right to Sue to Ms. So on those claims. On or about Augus t 2, 2006, Ms. So
17 filed a charge of discrimination with the EEOC alleging gender, race and national origin
18 discrimination. On September 6, 2006, the DFEH issued a Notice of Right to Sue regarding her
19 claim of race discrimination. Attached to this Complaint as Exhibit C, and incorporated by
20 reference, are copies of her charges filed with the DFEH, her Notices of Right to Sue from the
21 DFEH and her charge of discrimination filed with the EEOC. Ms. So’s statute of limitations with
22 respect to her claim of gende r discrimination was tolled with the filing of Ms. Amochaev’s charge
23 of discrimination.
24
25 Lisa Strange Weatherby
26 82. Plaintiff Lisa Strange Weatherby is currently employed as a Financial
27 Advisor in the Jacksonville, Florida office of Smith Barney. She has been employed at Smith
28

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1 Barney since March 2000. She is a Certified Investment Management Analyst and a Certified
2 Investment Strategist and has been designated by Smith Barney as a Senior Investment
3 Management Consultant and a Vice President.
4 83. Smith Barney has d iscriminated against Ms. Weatherby on the basis of her
5 gender by denying her business opportunities that have directly impacted her compensation and
6 that were made available to similarly-situated male Financial Advisors. For example, in
7 November 2005, Smith Barney allocated a departing broker’s account valued at approximately
8 $23 million to a male Financial Advisor even though Ms. Weatherby was more qualified to
9 manage the account and had been instrumental in bringing the account to Smith Barney. Also,
10 during the course of her employment with Smith Barney, Smith Barney did not distribute any
11 significant accounts from departing or retiring brokers’ books of business to Ms. Weatherby,
12 while Smith Barney did allocate such business to similarly situated male F inancial Advisors.
13 Smith Barney denied Ms. Weatherby these business opportunities and resulting compensation on
14 the basis of gender.
15 84. In or around December 2005, Ms. Weatherby complained to her Branch
16 Office Manager regarding the unfair account distributio n. Smith Barney retaliated against her by
17 assigning her to a less desirable office space. Specifically, Smith Barney forced Ms. Weatherby
18 to move to a part of the office that was occupied by a male broker who had a history of sexually
19 harassing her, knowing of this history and over Ms. Weatherby’s objections that she felt unsafe
20 being near him. Smith Barney also reassigned a Sales Assistant to Ms. Weatherby who she had
21 previously terminated because the Sales Assistant was not competent to service the type s of
22 accounts that make up the vast majority of her business.
23 85. On or about October 3, 2006, Ms. Weatherby filed a charge of
24 discrimination with the EEOC and the Florida Commission on Human Relations. Attached to
25 this Complaint as Exhibit E and incorporat ed by reference are copies of her charges.
26
27
28

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1

FIRST CLAIM FOR RELIEF

(Intentional Discrimination)

2

(Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq.)

(On Behalf of All Plaintiffs and the Class)

3

4

86. Plaintiffs incorporate the preceding paragrap hs as alleged above.

5

87. This Claim is brought by all Representative Plaintiffs on behalf of

6 themselves and the Class they represent. Plaintiffs have timely filed charges with the EEOC

7 making classwide claims of discrimination as well as individual claims and have exhausted their

8 administrative remedies. Smith Barney’s conduct, as alleged herein, violates Title VII.

9

88. Smith Barney has engaged in an intentional company -wide systematic

10 pattern or practice of discrimination against female Financial Advisors. The discriminatory acts

11 that constitute Smith Barney’s pattern or practice of discrimination occurred both within and

12 outside the liability period in this case.

13

89. Smith Barney has intentionally maintained a system that locks in,

14 maintains, perpetuates and increases discrimination against female Financial Advisors by

15 implementing company-wide policies and practices that rely heavily on past performance as a

16 criterion for account distributions, partnership opportunities, compensation, and other terms and

17 conditio ns of employment, and by implementing company-wide policies and practices that are

18 discriminatory, subjective, standardless, and/or arbitrary, and encouraging branch management to

19 rely on their personal preferences and stereotypes to favor male brokers wit h respect to the

20 distribution of accounts, partnership opportunities, other business opportunities, compensation,

21 and other terms and conditions of employment. Smith Barney’s discriminatory policies or

22 practices described above have denied female Financia l Advisors business opportunities and

23 compensation, in the loss of past and future wages and other job benefits, as compared to

24 similarly-situated male Financial Advisors.

25

90. Defendant has intentionally discriminated against Plaintiffs and the Class

26 by maintaining a pattern or practice of denying business opportunities that directly affect

27 compensation to qualified female Financial Advisors on the basis of sex. The foregoing conduct

28 constitutes illegal, intentional discrimination and unjustified disparate tre atment prohibited by 42

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1 U.S.C. §§ 2000e et seq.

2 91. It is a violation of Title VII each time Smith Barney delivers a paycheck to

3 a female Financial Advisor that is for a lower amount than it would have been absent Smith

4 Barney’s discrimination.

5 92. The paychecks that female Financial Advisors received during the liability

6 period in this case, for work performed during the liability period in this case, were

7 discriminatorily low because of discriminatory decisions, policies, and practices undertaken

8 during the liability period.

9 93. Plaintiffs request relief as hereinafter described.

10

SECOND CLAIM FOR RELIEF

11

(Disparate Impact Discrimination)

(Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq.)

12

(On behalf of All Plaintiffs and the Class)

13 94. Plaintiffs incorporate the preceding paragraphs as alleged above.
14 95. This Claim is brought by all Representative Plaintiffs on behalf of
15 themselves and the Class they represent. Plaintiffs have timely filed charges with the EEOC
16 making classwide claims of discrimination as well as individual claim s and have exhausted their
17 administrative remedies.
18 96. Smith Barney has intentionally maintained a system that locks in,
19 maintains, perpetuates and increases discrimination against female Financial Advisors by
20 implementing company-wide policies and practices that rely heavily on past performance as a
21 criterion for account distributions, partnership opportunities, compensation, and other terms and
22 conditions of employment, and by implementing company-wide policies and practices that are
23 discriminatory, subjective, standardless, and/or arbitrary, and encourage branch management to
24 rely on their personal preferences and stereotypes to favor male brokers with respect to the
25 distribution of accounts, partnership opportunities, other business opportunities, compensation,
26 and other terms and conditions of employment. This system, and these policies and practices,
27 have had an adverse impact on female employees and are not, and cannot be, justified by business
28

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1 necessity. Even if such system could be justified by business necessity, less discriminatory

2 alternatives exist and would equally serve any alleged necessity.

3 97. Plaintiffs request relief as hereinafter described.

4

THIRD CLAIM FOR RELIEF

5

(Gender Discrimination)

(California Fair Employment and Housing Act, Cal. Gov’t Code §§ 12940 et seq.)

6 (On Behalf of Plaintiffs Amochaev, Orlando, Varner and So and the California Subclass)

7 98. Plaintiffs incorporate the preceding paragraphs as alleged above.
8 99. This claim is brought on behalf of Plaintiffs Renee Fassbender Amochaev,
9 Deborah Orlando, Kathryn Varner, Ivy So, and the Subclass of female Financial Advisors from
10 California offices.
11 100. As described herein, Smith Barney’s actions constitute gender
12 discrimination in violation of the California Fair Employment and Housing Act (FEHA).
13 Plaintiffs Renee Fassbender, Deborah Orlando, Kathryn Varner and Ivy So have received Right to
14 Sue letters from the DFEH. The pendency of EEOC investigations into Plaintiffs’ charges tolled
15 the time limit for filing civil actions pursuant to the Fair Employment and Housing Act . Plaintiffs
16 have timely complied with all prerequisites to suit. Smith Barney’s conduct, as alleged herein,
17 violates FEHA.
18 101. It is a violation of FEHA each time Smith Barney delivers a paycheck to a
19 female Financial Advisor that is for a lower amount than it would have been absent Smith
20 Barney’s discrimination.
21 102. Smith Barney’s gender discrimination during the FEHA liability period is
22 part of a continuing violation that began before the liability period.
23 103. Plaintiffs request relief as hereinafter provided.
24

FOURTH CLAIM FOR RELIEF

25

(Florida Civil Rights Act of 1992, F.S.A. § 760.01 et seq.)

26

(On Behalf of Lisa Strange Weatherby)

27

104. Plaintiff Lisa Strange Weatherby incorporates the preceding paragraphs as

28 alleged above.

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1 105. This claim is brought on behalf of Plaintiff L isa Strange Weatherby.

2 106. As described herein, Smith Barney’s actions constitute gender

3 discrimination in violation of the Florida Civil Rights Act of 1992 (“FCRA”). Plaintiff Lisa

4 Strange Weatherby has filed a charge of gender discrimination with the Florid a Commission on

5 Human Relations. Ms. Weatherby has timely complied with all prerequisites to suit. Smith

6 Barney’s conduct, as alleged herein, violates FCRA.

7 107. It is a violation of FCRA each time Smith Barney delivers a paycheck to

8 Ms. Weatherby that is for a lower amount than it would have been absent Smith Barney’s

9 discrimination.

10 108. Plaintiffs request relief as hereinafter provided.

11

FIFTH CLAIM FOR RELIEF

12

(Race and National Origin Discrimination)

(Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq.)

13

(On behalf of Ivy So)

14 109. Plaintiff Ivy So incorporates the preceding paragraphs as alleged above.
15 110. This Claim is brought by Ivy So individually.
16 111. Ivy So has filed a timely charge with the EEOC making individual claims
17 of race and national origin discrimination and has thus exhausted her administrative remedies as
18 of the filing of this Amended Complaint.
19 112. Smith Barney has maintained a system and/or policies that are
20 discriminatory, subjective, standardless, and/or arbitrary with respect to the distr ibution of
21 accounts and business opportunities that affect compensation and other terms and conditions of
22 employment. This system has an adverse impact on minority employees and employees who
23 were not born in the United States. This system is not, and ca nnot be, justified by business
24 necessity. Even if such system could be justified by business necessity, less discriminatory
25 alternatives exist and would equally serve any alleged necessity.
26 113. Smith Barney’s discriminatory policies or practices, including those
27 described above, have denied minority Financial Advisors and those whose national origin is not
28

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1 the United States business opportunities and compensation, in the loss of past and future wages

2 and other job benefits, as compared to similarly situated no n- minority, United States-born

3 Financial Advisors.

4 114. Defendant has intentionally discriminated against Ivy So by maintaining a

5 pattern or practice of denying business opportunities and accounts that directly affect

6 compensation to qualified Financial Advisors on the basis of race and national origin. The

7 foregoing conduct constitutes illegal, intentional discrimination as unjustified disparate treatment

8 prohibited by 42 U.S.C. §§ 2000e et seq.

9 115. Plaintiff requests relief as hereinafter described.

10

SIXTH CLAIM FOR RELIEF

11

(Race and National Origin Discrimination)

(California Fair Employment and Housing Act, Cal. Gov’t Code §§ 12940 et seq.)

12

(On behalf of Ivy So)

13 116. Plaintiff Ivy So incorporates the preceding paragraphs as alleged above.

14 117. This claim is brought on beha lf of Plaintiff Ivy So individually.

15 118. As described herein, Smith Barney’s actions constitute race and national

16 origin discrimination in violation of the California FEHA. The DFEH issued a Notice of Right to

17 Sue to Ivy So with respect to her claims of gend er and national origin discrimination on July 3,

18 2006. She filed a charge of discrimination based on race on or about August 2, 2006, and

19 received a Notice of Right to sue on her claim of race discrimination on or about September 6,

20 2006. Ms. So has timely complied with all prerequisites to suit.

21 119. Plaintiff So requests relief as hereinafter provided.

22

SEVENTH CLAIM FOR RELIEF

23

(Race Discrimination)

24

42 U.S.C. § 1981 (On behalf of Ivy So)

25

26

120. Plaintiff Ivy So incorporates the preceding paragraphs as alleged above .

27

121. This claim is brought on behalf of Plaintiff So only.

28

122. The foregoing conduct constitutes intentional racial discrimination in

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FIRST AMENDED CLASS ACTION COMPLAINT

Case 3:05-cv-01298-PJH Document 114 Filed 11/29/2006 Page 31 of 35

1 violation of 42 U.S.C. § 1981.
2 123. It is a violation of 42 U.S.C. § 1981 each time Smith Barney delivers a
3 paycheck to a non-white Financial Advisor that is for a lower amount than it would have been
4 absent Smith Barney’s discrimination.
5 124. Plaintiff So requests relief as hereinafter provided.
6 ALLEGATIONS REGARDING RELIEF
7 125. Plaintiffs and the Class they seek to represent have no plain, adequ ate, or
8 complete remedy at law to redress the wrongs alleged herein, and the injunctive relief sought in
9 this action is the only means of securing complete and adequate relief. Plaintiffs and the Class
10 they seek to represent are now suffering, and will co ntinue to suffer, irreparable injury from
11 Defendant’s discriminatory acts and omissions.
12 126. Smith Barney’s actions have caused and continue to cause Plaintiffs and all
13 Class members substantial losses in earnings and other employment benefits.
14 127. In addition, Representative Plaintiffs and the Class suffer and continue to
15 suffer humiliation, embarrassment, and anguish, all to their damage in an amount according to
16 proof.
17 128. Smith Barney performed the acts herein alleged with malice or reckless
18 indifference. Plaintiffs and Class members are thus entitled to recover punitive damages in an
19 amount according to proof.
20 PRAYER FOR RELIEF
21

22

WHEREFORE, Plaintiffs and the Class pray for relief as follows:

23

129. Certification of the case as a class action on behalf of the proposed Cla ss

24 and the proposed Subclass;

25

130. Designation of Representative Plaintiffs Renee Fassbender Amochaev,

26 Deborah Orlando, Kathryn Varner, Ivy So and Lisa Strange Weatherby as representatives of the

27 Class; and designation of Plaintiffs Amochaev, Orlando, Varner and So as representatives on

28

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FIRST AMENDED CLASS ACTION COMPLAINT

Case 3:05-cv-01298-PJH Document 114 Filed 11/29/2006 Page 32 of 35

1 behalf of the California Subclass;
2 131. Designation of Representative Plaintiffs’ counsel of record as Class
3 counsel;
4 132. A declaratory judgment that the practices complained of herein are
5 unlawful and violate 42 U.S.C. §§ 2000e, et seq., the California FEHA, Cal. Gov’t Code §§
6 12940, et seq., and, with respect to Ms. Weatherby, the Florida Civil Rights Act of 1992, F.S.A.
7 §§ 760.01, et seq.;
8 133. A preliminary and permanent injunction against Smith Barney and its
9 officers, agents, successors, employees, representatives, and any and all persons acting in concert
10 with them, from engaging in each of the unlawful policies, practices, customs, and usages set
11 forth herein;
12 134. An order that Smith Barney institute and carry out policies, practices, and
13 programs that provide equal employment opportunities for all employees regardless of gender,
14 and that it eradicate the effects of its past and present unlawful employment practices;
15 135. An order restoring Plaintiffs and Class members to their rightful positions
16 at Smith Barney, or in lieu of reinstatements, an order for front pay benefits;
17 136. Back pay (including interest and benefits) for individual Plaintiffs and
18 Class members;
19 137. All damages sustained as a result of Smith Barney’s conduct, including
20 damages for emotional distress, humiliation, embarrassment, and anguish, according to proof;
21 138. Exemplary and punitive damages in an amount commensurate with Smith
22 Barney’s ability to pay and to deter future conduct;
23 139. Costs incurred herein, including reasonable attorneys’ fees to the extent
24 allowable by law;
25 140. Pre-judgment and post-judgment interest, as provided by law; and
26
27
28

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FIRST AMENDED CLASS ACTION COMPLAINT

Case 3:05-cv-01298-PJH Document 114 Filed 11/29/2006 Page 33 of 35

1 141. Such other and further legal and equitable relief as this Court deems

2
necessary, just, and proper.

28 , 3 Dated: November

2006

Respectfully submitted,

4

LIEFF, CABRASER, HEIMANN &

5

BERNSTEIN, LLP

6

BY:---f-!::./Z:~e_·A~({~_

7

~IY M. Dermody

8

James M. Finberg (State Bar No. 114850)

9

Kelly M. Dermody (State Bar No. 171716)

Bill Lann Lee (State Bar No. 108452)

10

Heather H. Wong (State Bar No. 238546)

LIEFF, CABRASER, HEIMANN &

11

BERNSTEIN, LLP

Embarcadero Center West

12

275 Battery Street, 30th Floor

San Francisco, CA 94111-3339

13

Telephone: (415) 956-1000

Facsimile: (415) 956-1008

14

Elizabeth A. Alexander, pro hac vice

15

LIEFF, CABRASER, HEIMANN &

BERNSTEIN, LLP

16

150 Fourth Avenue, N., Ste. 1650

Nashville, TN 37219-2423

17

Telephone: (615) 313-9000

Facsimile: (615) 313-9965

18

Cyrus Mehri, pro hac vice

19

Lisa M. Bomstein, pro hac vice

Sandi Farrell, pro hac vice

20

Anna M. Pohl, pro hac vice

MEHRI & SKALET, PLLC

21

1250 Connecticut Ave, N.W., Suite 300

Washington, D.C. 20036

22

Telephone: (202) 822-5100

Facsimile: (202) 822-4997

23

Adam T. Klein, pro hac vice

24

Piper Hoffman, pro hac vice

Justin M. Swartz, pro hac vice

25

OUTTEN & GOLDEN LLP

3 Park Avenue, 29th Floor

26

New York, New York 10016

Telephone: (212) 245-1000

27

Facsimile: (212) 977-4005

28

Attorneys for Plaintiffs

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FIRST AMENDED CLASS ACTION COMPLAINT

Case 3:05-cv-01298-PJH Document 114 Filed 11/29/2006 Page 34 of 35

1

DEMAND FOR JURY TRIAL

2 Plaintiffs hereby demand a trial by jury as to all issues so triable.
3

4 Dated: November 2J, 2006
5
6

Respectfully submitted,
LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP

7
By:_---J~.£.::.,!-fL~_::::::::::~~--­

8

elly M. Dermody

James M. Fin rg (State Bar No. 114850)

9

Kelly M. Dermody (State Bar No. 171716)

Bill Lann Lee (State Bar No. 108452)

10

Heather H. Wong (State Bar No. 238546)

LIEFF, CABRASER, HEIMANN &

11

BERNSTEIN, LLP

Embarcadero Center West

12

275 Battery Street, 30th Floor

San Francisco, CA 94111-3339

13

Telephone: (415) 956-1000

Facsimile: (415) 956-1008 14

Elizabeth A. Alexander, pro hac vice

15

LIEFF, CABRASER, HEIMANN &

BERNSTEIN, LLP

16

150 Fourth Ave., N., Ste. 1650

Nashville, TN 37219-2324

17

Telephone: (615) 313-9000

Facsimile: (615) 313-9965 18

Cyrus Mehri, pro hac vice

19

Lisa M. Bomstein, pro hac vice

Sandi Farrell, pro hac vice

20

Anna M. Pohl, pro hac vice

MEHRI & SKALET, PLLC

21

1250 Connecticut Ave, N.W., Suite 300

Washington, D.C. 20036

22

Telephone: (202) 822-5100

Facsimile: (202) 822-4997 23

24

25

26

27

28

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
579081.1

Adam T. Klein, pro hac vice Piper Hoffman, pro hac vice Justin M. Swartz, pro hac vice OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005
Attorneys for the Plaintiffs

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FIRST AMENDED CLASS ACTION COMPLAINT

 
 Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page1 of 110

1 Kelly M. Dermody (State Bar No. 171716) Heather H. Wong (State Bar No. 238546)
2 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
3 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
4 Telephone: (415) 956-1000 Facsimile: (415) 956-1008
5 Email: kdermody@lchb.com Email: hwong@lchb.com
6 Elizabeth A. Alexander (pro hac vice)
7 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
8 150 4th Avenue, N., Suite 1650 Nashville, TN 37219-2423
9 Telephone: (615) 313-9000 Facsimile: (615) 313-9965
10 Cyrus Mehri (pro hac vice)
11 Lisa M. Bornstein (pro hac vice) Anna M. Pohl (pro hac vice)
12 MEHRI & SKALET, PLLC 1250 Connecticut Ave, NW, Suite 300
13 Washington, DC 20036 Telephone: (202) 822-5100
14 Facsimile: (202) 822-4997

Adam T. Klein (pro hac vice) Justin M. Swartz (pro hac vice) Piper Hoffman (pro hac vice) OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005
James M. Finberg (State Bar No. 114850) ALTSHULER BERZON 177 Post Street, Ste. 300 San Francisco, CA 94108 Telephone: (415) 421-7151 Facsimile: (415) 362-8064

15 Attorneys for Plaintiffs and the Proposed Class

16 UNITED STATES DISTRICT COURT
17 NORTHERN DISTRICT OF CALIFORNIA
18

19 RENEE FASSBENDER AMOCHAEV,
20 DEBORAH ORLANDO, KATHRYN N. VARNER and IVY SO, on behalf of
21 themselves and all others similarly situated,

22

Plaintiffs,

23

v.

24 CITIGROUP GLOBAL MARKETS, INC., d/b/a SMITH BARNEY,
25 Defendant.
26

Case No. C-05-1298 PJH
CLASS ACTION
[REVISED PROPOSED] ORDER (1) PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT, (2) PROVISIONALLY CERTIFYING SETTLEMENT CLASS, (3) DIRECTING DISTRIBUTION OF NOTICE OF THE SETTLEMENT, AND (4) SETTING A SCHEDULE FOR THE FINAL SETTLEMENT APPROVAL PROCESS

27

28

756996.3

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[REVISED PROPOSED] ORDER (1) PRELIMINARILY
APPROVING CLASS ACTION SETTLEMENT CASE NO. C-05-1298 PJH

Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page2 of 110

1

Having reviewed Plaintiffs’ Notice of Motion and Motion for: (1) Preliminary Approval

2 of Class Action Settlement; (2) Provisional Certification of Settlement Class; (3) Approval and

3 Distribution of Notice of Settlement; and (4) Approval of a Schedule for the Final Settlement

4 Approval Process, Plaintiffs’ Memorandum of Points and Authorities in Support thereof, and the

5 proposed Settlement Agreement; along with the files and records of this case, the Court now

6 FINDS, CONCLUDES, and ORDERS as follows:

7 I. JURISDICTION

8

This Court has jurisdiction over the subject matter of the litigation and over all parties to

9 this litigation, including all members of the Settlement Class, as defined below.

10 II. 11

NO DETERMINATION This Court hereby decrees that neither1 the Settlement Agreement, nor this preliminary

12 approval order, nor the fact of a settlement, are an admission or concession by the Defendant of

13 any liability or wrongdoing whatsoever.

14 III. CERTIFICATION OF SETTLEMENT CLASS

15

1. For settlement purposes, the Parties have proposed conditional certification of the

16 following Settlement Class under Fed. R. Civ. P. 23(a), (b)(2) and (b)(3):

17

All women employed as Financial Advisors in (i) the United States branches of

18 Smith Barney’s retail brokerage division at any time from August 30, 2003 through March 1,

19 2008 or (ii) the California branches of Smith Barney’s retail brokerage division at any time from

20 June 25, 2003 through March 1, 2008.

21

2. The Settlement Class members allege claims for gender discrimination brought

22 under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq. (“Title VII”), and,

23 with respect to California Class Members, the California Fair Employment and Housing Act, Cal.

24 Gov’t Code § 12940 (“FEHA”).

25

3. The Court hereby FINDS and CONCLUDES that the Settlement Class set forth

26 above satisfies all of the requirements for certification under Rule 23(a) and Rule 23(b)(2). There

27 1 Any references to the Settlement Agreement herein also refer to the Revised Settlement Agreement filed with the

28

Court on April 28, 2008, and any changes to the Settlement Agreement by way of the Revised Settlement Agreement are incorporated therein.

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1 are approximately 2500 Class Members and, thus, joinder is impracticable. The Class Members

2 share common issues of fact and law regarding: (1) whether Smith Barney intentionally

3 discriminated against female Financial Advisors in compensation, business opportunities or other

4 terms and conditions of employment in violation of Title VII and FEHA; or (2) whether Smith

5 Barney’s compensation policies caused an adverse impact in violation of Title VII and FEHA.

6 Plaintiffs’ claims are typical of those of the classes they represent, since they arise out of the same

7 policies and practices and course of conduct complained of by all Class Members. Plaintiffs are

8 adequate representatives of the classes they seek to represent, since their interests are co-

9 extensive with those of Class Members, and they have retained experienced counsel to represent

10 them. Plaintiffs are seeking meaningful injunctive relief applicable to the class as a whole.

11 Accordingly, the Court hereby CERTIFIES the Settlement Class for purposes of injunctive relief

12 under Rule 23(a) and Rule 23(b)(2).

13

4. The Court also hereby FINDS and CONCLUDES that the Settlement Class

14 described above satisfies all of the requirements for certification under Rule 23(a) and Rule

15 23(b)(3). As discussed in Paragraph 3, above, the requirements of Rule 23(a) – numerosity,

16 commonality, typicality, and adequacy – were satisfied. In addition, the Court finds and

17 concludes that the Settlement Class satisfies the requirements for certification under Rule

18 23(b)(3). Questions of law or fact common to the Class predominate over individualized issues,

19 and a class action is superior to other available methods for the fair and efficient adjudication of

20 the controversy. Because certification of the Class is proposed in the context of a settlement, the

21 Court need not inquire whether the case, if tried as a class action, would present intractable

22 management problems. Accordingly, the Court CERTIFIES the Settlement Class for purposes of

23 monetary relief, under Rules 23(a) and 23(b)(3).

24 IV. APPOINTMENT OF CLASS REPRESENTATIVES AND CLASS COUNSEL

25

1. The Court finds that Class Representatives Renee Fassbender Amochaev, Deborah

26 Orlando, Kathryn N. Varner, and Ivy So have claims typical of Class Members and are adequate

27 representatives of Class Members. The Court appoints them to serve as Class Representatives.

28

2. The Court finds that Lieff, Cabraser, Heimann & Bernstein, LLP, Outten &

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1 Golden LLP, Mehri & Skalet, PLLC and Altshuler Berzon LLP, have, separately and collectively,

2 extensive experience and expertise in prosecuting employment discrimination class action cases.

3 The Court appoints these firms as Class Counsel. The Court further appoints Lieff Cabraser

4 Heimann & Bernstein LLP, Outten & Golden, LLP, and Mehri & Skalet, PLLC, as Lead Class

5 Counsel.

6 V. PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENT

7

The Court has reviewed the terms of the [Proposed] Settlement Agreement attached as

8 Exhibit 1, including specifically the injunctive relief provisions and the plan of allocation, and the

9 Plaintiffs’ description of the settlement in the Motion papers. The Court has also read and

10 considered the declarations of Kelly M. Dermody, Adam T. Klein, Cyrus Mehri and James M.

11 Finberg in support of preliminary approval. Based on review of those papers, and the Court’s

12 familiarity with this case, the Court concludes that the settlement and Settlement Agreement are

13 the result of extensive, arm’s length negotiations between the Parties after they investigated the

14 class claims and became familiar with the strengths and weakness of Plaintiffs’ case. The

15 assistance of an experienced mediator in the settlement process confirms that the Settlement is

16 non-collusive. Based on that review, and the Court’s familiarity with the issues in the case, the

17 Court concludes that the proposed Settlement Agreement has no obvious defects and is within the

18 range of possible settlement approval, such that notice to the Class is appropriate.

19

IT IS THEREFORE ORDERED THAT:

20

1. The [Proposed] Settlement Agreement and the Settlement it embodies are hereby

21 PRELIMINARILY APPROVED. Final approval and entry of the Settlement Agreement is

22 subject to the hearing of any objections of members of the Settlement Class to the proposed

23 settlement embodied in the Settlement Agreement.

24

2. Pending the determination of the fairness of the Settlement Agreement, all further

25 litigation of this action is hereby STAYED.

26 VI. CONFIDENTIALITY

27

The Court hereby enjoins disclosure to third parties of the documents and information

28 discussed or exchanged during the parties’ confidential settlement negotiations and mediation to

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1 any third party not specified in the parties’ confidentiality agreements.

2 VII. OTHER CASES ENJOINED

3

Pending Final Approval, the Court hereby preliminarily enjoins each member of the

4 Settlement Class, including any member who makes an irrevocable election to exclude herself

5 from the Settlement Class, from commencing, prosecuting or maintaining in any court other than

6 this Court any claim, action or other proceeding that challenges or seeks review of or relief from

7 any order, judgment, act, decision or ruling of this Court in connection with the Settlement

8 Agreement. The Court further enjoins any member of the Settlement Class who has not, by the

9 deadline for opting out, made a timely, irrevocable election to exclude herself from the Settlement

10 Class from commencing, prosecuting or maintaining, either directly, representatively or in any

11 other capacity, any claim that is subsumed within the Settlement Agreement.

12 VIII. APPROVAL OF THE FORM AND MANNER OF DISTRIBUTING CLASS

13

NOTICE AND CLAIM FORM

The Parties have also submitted for this Court’s approval a proposed Class Notice and a 14

proposed Claim Form, which the Court has carefully reviewed. The Court finds and concludes as 15

follows: 16

1. The proposed Class Notice is the best notice practical under the 17

circumstances and allows Class Members a full and fair opportunity to consider the proposed 18

Settlement. The proposed plan for distributing the Class Notice and Claim Form, which are 19

attached as exhibits to the Settlement Agreement, likewise is a reasonable method calculated to 20

reach all members of the Class who would be bound by the Settlement. Under this plan, the 21

Claims Administrator will distribute the Class Notice and Claim Form to Settlement Class 22

Members by first class U.S. Mail to their last known addresses. There is no additional method of 23

distribution that would be reasonably likely to notify Class Members who may not receive notice 24

pursuant to the proposed distribution plan. 25

2. The Class Notice fairly, plainly, accurately, and reasonably informs Class 26

Members of: (1) appropriate information about the nature of this litigation, the Settlement Class, 27

the identity of Class Counsel, and the essential terms of the Settlement Agreement, including 28

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1 injunctive relief and the plan of allocation; (2) appropriate information about Class Counsel’s

2 forthcoming application for attorneys’ fees, the proposed service payments to the Class

3 Representatives and other payments that will be deducted from the settlement fund; (3)

4 appropriate information about how to participate in the Settlement; (4) appropriate information

5 about this Court’s procedures for final approval of the Settlement Agreement and Settlement, and

6 about Class Members’ right to appear through counsel if they desire; (5) appropriate information

7 about how to challenge or opt out of the Settlement, if they wish to do so; and (6) appropriate

8 instructions as to how to obtain additional information regarding this litigation or the Settlement

9 Agreement.

10

3. Similarly, the proposed Claim Form allows members of the Settlement

11 Class a full and fair opportunity to submit a claim for proceeds in connection with the Settlement.

12 Moreover, the Claim Form fairly, accurately, and reasonably informs Settlement Class Members

13 that failure to complete and submit a Claim Form, in the manner and time specified, shall

14 constitute a waiver of any right to obtain any share of the Settlement Payment.

15

4. The Court finds and concludes that the proposed plan for distributing the

16 Notice and Claim Form (“Notice Materials”) will provide the best notice practicable, satisfies the

17 notice requirements of Rule 23(e), and satisfies all other legal and due process requirements.

18

5. Accordingly, the Court hereby ORDERS as follows:

19

A. The form of the Notice Materials is approved.

20

B. The manner of distributing the Notice Materials is approved.

21

C. Promptly following the entry of this Order, the Claims

22 Administrator shall prepare final versions of the Notice Materials, incorporating into the

23 Notice the relevant dates and deadlines set forth in this Order.

24

D. Within ten (10) days following entry of this Order, Smith Barney

25 shall provide the Claims Administrator the name, social security number, and the last

26 known address of each Class Member. This information will be provided in a computer

27 readable format acceptable to the Claims Administrator. The Claims Administrator shall

28 utilize Class Members’ social security numbers only for the purpose of locating and

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1 identifying Class Members and shall keep those social security numbers confidential.

2

E. Prior to the mailing of the Notices, the Claims Administrator will

3 update any new address information for potential Class Members as may be available

4 through the National Change of Address (“NCOA”) system.

5

F. Within twenty (20) days after the entry of this Order, the Claims

6 Administrator shall mail the Notice and Claim Form to each all known potential

7 Settlement Class Members at their last known address or at the most recent address that

8 may have been obtained through the NCOA via first class postage.

9

G. The Claims Administrator shall provide Lead Class Counsel a list

10 of those Class Members who have not been located and the Claims Administrator may

11 engage third party vendors in order to locate Class members. The Claims Administrator

12 shall maintain a log of its activities undertaken in its efforts to locate Class Members.

13 The expense of the Claims Administrator shall be paid by the Settlement Fund as

14 described in the Settlement Agreement.

15

H. The Claims Administrator shall take all other actions in

16 furtherance of claims administration as are specified in the Settlement Agreement.

17 IX. PROCEDURES FOR FINAL APPROVAL OF THE SETTLEMENT

18

A. Fairness Hearing

19

The Court hereby schedules a hearing to determine whether to grant final certification of

20 the Settlement Class, and final approval of the Settlement Agreement (including the proposed

21 plan of allocation, injunctive relief, payment of attorneys’ fees and costs, and service payments to

August 13

9:00 a.m.

22 the Class Representatives) (the “Fairness Hearing”) for ________, 2008 at __________am/pm.

23

B. Deadline to Request Exclusion from the Settlement

24

1. Class Members may exclude themselves, or opt out, of the monetary relief

25 provisions of the class settlement. Any request for exclusion must be in the form of a written,

26 signed “opt-out” statement. A person wishing to opt out must sign a statement which includes the

27 following language:

28

I understand that I am requesting to be excluded from the Class Settlement and

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1

that I will receive no money from the settlement fund created under the

Settlement Agreement entered into by Smith Barney. I understand that if I am

2

excluded from the Class Settlement, I may bring a separate legal action seeking

3

damages, but might receive nothing or less than what I would have received if I

had filed a claim under the class monetary settlement procedure in this case. I

4

also understand that I may not seek exclusion from the Class with respect to

injunctive relief and that I am bound by the injunctive provisions of the

5

Settlement Agreement entered into by Smith Barney.

6

2. Any Class Member who wishes to opt out of the Settlement Class must mail a

7 written, signed statement that she is opting out of the Settlement Class to the Claims

8 Administrator at the following address:

9

Amochaev, et al. v. Smith Barney Claims Administrator

10

P.O. Box 10564 Tallahassee, FL 32302-2564

11

Telephone: (866) 854-4175

12 To be effective, this opt-out statement must be postmarked on or before forty-five (45) days after

13 the date the Notice is to be mailed to Class Members. The Claims Administrator shall provide to

14 all counsel and file with the Court all opt-out statements that are timely received and not

15 rescinded. The Settlement Class will not include those individuals who file and serve a timely

16 opt-out statement, and individuals who opt-out are not entitled to any monetary award under the

17 Settlement Agreement. With respect to each such individual, the statute of limitations for her to

18 assert any claim for individual relief will resume running on the postmark date of her signed,

19 written statement that she is opting out of the Settlement Class. In the event that a Class Member

20 files both a Claim Form and an opt-out statement, the opt-out statement shall be deemed invalid.

21

3. The Claims Administrator shall file copies of all timely requests for exclusion, not

22 timely rescinded, with the Court prior to the Fairness Hearing, redacting Social Security numbers

23 and home addresses.

24

4. Class Members shall be permitted to withdraw or rescind their opt-out statements

25 by submitting a “rescission of opt-out” statement to the Class Counsel and counsel for Smith

26 Barney. The rescission of opt-out statement shall include the following language:

27

I previously submitted an opt-out statement seeking exclusion from the class

monetary settlement. I have reconsidered and wish to withdraw my opt-out

28

statement. I understand that by rescinding my opt-out I may be eligible to receive

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1

an award from the claims settlement fund and may not bring a separate legal

action against Smith Barney seeking damages with respect to the Released

2

Claims.

3 To be effective, such rescissions must be in writing and sent to the Claims
4 Administrator and must be postmarked on or before sixty (60) days from the date that the
5 Notice is to be mailed to the Class. In the event that a Class Member files both a Claim
6 Form and an opt-out statement, the opt-out statement shall be deemed invalid.
7 C, Defendant’s Right to Rescind Agreement
8 If the number of individuals who opt out of the Settlement Class in the manner
9 provided in this Order exceeds the number filed with the Court under seal concurrently
10 with the Settlement Agreement, then Smith Barney, at its sole option, shall have the right
11 to void the Settlement, provided that Smith Barney exercises its right to void the
12 Settlement not later than 20 days following the deadline for requests for exclusion. If
13 Smith Barney exercises this option, all of Smith Barney’s obligations under the
14 Settlement Agreement shall cease to be of any force and effect, and the Settlement
15 Agreement and any orders entered in connection therewith shall be vacated, rescinded,
16 cancelled, and annulled, and the parties hall return to the status quo in the Civil Action as
17 if the parties had not entered into the Settlement Agreement. In addition, in such event,
18 the Settlement Agreement and all negotiations, court orders, and proceedings related
19 thereto shall be without prejudice to the rights of any and all parties thereto, and evidence
20 relating to the Settlement Agreement and all negotiations shall not be admissible or
21 discoverable in the Civil Action or otherwise. In the alternative, if the number of
22 individuals who opt out of the Settlement Class in the manner provided in this Order
23 exceeds the number filed with the Court under seal concurrently with the Settlement
24 Agreement, then Smith Barney, at its sole option, shall have the option of not
25 withdrawing from this Settlement Agreement, and instead taking an opt-out credit, which
26 shall be a pro rata share of the Settlement Fund based on the number of Class Members
27 who have opted out in relation to the total number of Class Members.
28

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1

D. Deadline for Filing Objections to Settlement and [Proposed]

2

Settlement Agreement

3

1. Any Class Member who has not opted out of the Settlement Class and wishes to

4 object to the fairness, reasonableness or adequacy of the Settlement Agreement or the Settlement

5 must do so in writing. Class Member objections to the Settlement Agreement must include a

6 detailed description of the basis of the objection. To be effective, objections must be filed with the

7 Court, with copies served on Lead Class Counsel and counsel for Smith Barney, within forty-five

8 (45) days after the Notice is to be mailed to Class Members. No one may appear at the Settlement

9 Hearing for purposes of objecting to the Settlement Agreement without first having filed and

10 served her objection(s) in writing within forty-five (45) days after the Notice was mailed to Class

11 members.

12

2. An objector who wishes to appear at the Fairness Hearing, either in person or

13 through counsel hired by the objector, must state her intention to do so at the time the objector

14 submits her written objections. Objections raised at the Fairness Hearing will be limited to those

15 previously submitted in writing. Any Class Members who do not timely file and serve such a

16 written objection shall not be permitted to raise such objection, except for good cause shown, and

17 any member of the class who fails to object in the manner prescribed herein shall be deemed to

18 have waived, and shall be foreclosed from raising, any such objection.

19

3. Class Counsel shall file copies of all timely objections with the Court prior to the

20 Fairness Hearing, redacting Social Security numbers and home addresses.

21

E. Deadline for Submitting Claims Forms

22

1. A Class Member who does not opt out will be eligible to a share of the

23 settlement benefit. To receive this share, such a Class Member must properly and timely

24 complete and submit a Claim Form to the Claims Administrator in accordance with the

25 terms of the Settlement Agreement. To be effective, Class Members, including the

26 Named Plaintiffs, must submit a Claim Form which must be postmarked no later than one

27 hundred twenty (120) days after the initial mailing of the Class Notice to Class Members

28 (the “Claim Filing Deadline”). Failure to postmark a completed Claim Form by the

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1 Claim Filing Deadline shall bar the Class Member from receiving any monetary award

2 pursuant to the Settlement Agreement. Class Members who do not file timely and valid

3 Claim Forms shall nonetheless be bound by the judgment and release in this action as set

4 forth in the Settlement Agreement, unless that Class Member timely opts out of the

5 Settlement.

6

2. It shall be the sole responsibility of each Class Member who seeks a

7 monetary award to notify the Claims Administrator if the Class Member changes her

8 address. Failure of a Class Member to keep the Claims Administrator apprised of her

9 address may result in the claim being denied or forfeited.

10

3. The Claims Administrator will provide counsel for Smith Barney and

11 Smith Barney’s payroll department with the names and social security numbers of all

12 Class Members who submitted Claim Forms (“Claimants”). The identity of the Claimants

13 will not be disclosed to anyone at Smith Barney other than its counsel and those

14 employees necessary to retrieve the information to be provided to the Claims

15 Administrator under the Settlement Agreement. The content of the Claims Form will be

16 kept confidential.

17

4. After receiving the Claimant information discussed in the paragraph

18 above, Smith Barney, through its counsel, will provide the Claims Administrator with the

19 dates each Claimant was employed by Smith Barney as a Financial Advisor. The Claims

20 Administrator will provide that information to each Claimant. To the extent there is any

21 disagreement relating to the accuracy of the information provided to the Claimants, the

22 disagreement shall be resolved by the Claims Administrator.

23

F. Claims Administrator Authority to Determine Award Eligibility.

24

1. Within a reasonable time period after the date specified for receipt of the

25 Claim Forms, the Claims Administrator shall render a determination as to the monetary

26 award, if any, that should be paid to each Claimant from the Settlement Fund. Class

27 Members who submit a Claim Form will be eligible to receive monies based on the

28 Claimant’s length of tenure as a Financial Advisor at Smith Barney during the Class

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1 period, as well as upon information (if supplied by the Class Member) regarding

2 termination allegedly due to gender-based discrimination. The Claims Administrator’s

3 determination shall be final and not subject to review by, or appeal to, any court,

4 mediator, arbitrator or other judicial body, including without limitation this Court. As

5 will be reflected in the final order approving this Settlement, Smith Barney and Class

6 Counsel shall have no responsibility, and may not be held liable, for any determination

7 reached by the Claims Administrator.

8

2. The total amount of such awards shall not exceed the net amount of the

9 Settlement Fund net after payment of notice and administration, Class Counsel’s

10 attorney’s fees and costs, and the Named Plaintiff’s service payments and non-class

11 claims, as set forth in the Settlement Agreement.

12

3. The Claims Administrator shall send a Notice of Award to each eligible

13 Claimant, along with a Named Plaintiff Release or a Class Member Release, whichever is

14 applicable. Within a reasonable time period after receipt of an executed Named Plaintiff

15 Release from a Named Plaintiff or an executed Class Member Release from a Class

16 Member, the Claims Administrator shall send the Named Plaintiff or Class Member her

17 award payment. Any Named Plaintiff who does not execute and timely deliver an

18 executed Named Plaintiff Release, and any Class Member who does not execute and

19 timely deliver an executed Class Member Release to the Claims Administrator within six

20 (6) months of the date the Notice of Award was mailed to her shall be ineligible for, and

21 forever barred from receiving, monetary relief under this Settlement Agreement, even if

22 said Named Plaintiff or Class Member has not opted out. Any undistributed funds that

23 remain after six (6) months from the mailing of the Notice of Award due to unsubmitted

24 releases shall be distributed to 501(c)(3) organizations advancing career opportunities for

25 women, including career opportunities in the financial services industry, as jointly

26 selected by Lead Class Counsel and Smith Barney.

27

4. The Claims Administrator shall maintain the distribution plan and

28 allocation list for a period of seven (7) years. Smith Barney shall have access to

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1 individual allocation amounts only upon written notice to Class Counsel and a showing

2 of good cause (e.g., actual or threatened litigation by a Claimant). Any dispute as to

3 whether good cause exists for such a requested disclosure shall be resolved through the

4 Dispute Resolution process set forth in Section J of the Settlement Agreement.

5

G. Deadline for Submitting Motion Seeking Final Approval

6

No later than twenty (20) days before the Fairness Hearing, Plaintiffs shall file a

7 Motion for Final Approval of the Settlement and Settlement Agreement. Any opposition

8 must be filed no later than thirteen (13) days before the Fairness Hearing, with the

9 Parties’ reply (if any) to be filed no later than seven (7) days before the Fairness Hearing.

10

H. Deadline for Petition for Attorneys’ Fees

11

Class Counsel shall file with this Court their petition for an award of attorneys’

28

12 fees and reimbursement of expenses no later than twenty (20) days before the Fairness

21

13 Hearing. Any opposition must be filed no later than thirteen (13) days before the

14 Fairness Hearing, with Class Counsel’s reply (if any) to any opposition memorandum
14 15 filed by any objector no later than seven (7) days before the Fairness Hearing.

16

H. Deadline for Petition for Approval of Service Payments

17

Class Counsel shall file with this Court their petition for an award of service

18 payments to the Class Representatives no later than twenty (20) days before the Fairness

19 Hearing. Any opposition must be filed no later than thirteen (13) days before the

20 Fairness Hearing, with Class Counsel’s reply (if any) to any opposition memorandum

21 filed by an objector no later than seven (7) days before the Fairness Hearing.

22 X. NAMED PLAINTIFFS’ AND CLASS MEMBERS’ RELEASE

23

If, at the Fairness Hearing, this Court grants Final Approval to the Settlement and

24 Settlement Agreement, Named Plaintiffs and each individual Settlement Class Member

25 who does not timely opt out will release claims, as set forth in the Settlement Agreement,

26 by operation of this Court’s entry of the Judgment and Final Approval, regardless of

27 whether she submits a Claim Form or receives any share of the Settlement Fund.

28

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1 XI. APPOINTMENT OF CLAIMS ADMINISTRATOR

2

Settlement Services, Inc. of Tallahassee, Florida is hereby appointed Claims

3 Administrator to carry out the duties set forth in this Order and the Settlement

4 Agreement.

5

6

IT IS SO ORDERED.

7

TATES DISTRICT C

UNITED S ALIFORNIA

OURT NORTH

8 Dated: __5_/_1_/0_8____________
9 10 11

_____I_T__I_S__S_O__O__R_D__E_R__E_D_______
The Hon. Phyllis J. Hamilton United States District Judge
Judge Phyllis J. Hamilton

12 13

ERN DISTRICT OF C

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

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Exhibit 1

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA

RENEE FASSBENDER AMOCHAEV, DEBORAH ORLANDO, KATHRYN N. VARNER and IVY SO, on behalf of themselves and all others similarly situated,
Plaintiffs,
v.
CITIGROUP GLOBAL MARKETS, INC., d/b/a SMITH BARNEY,
Defendant.

Case No. C- 05-1298 PJH CLASS ACTION

REVISED SETTLEMENT AGREEMENT

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TABLE OF CONTENTS
Page
I. INTRODUCTION ................................................................................................. 1 II. NATURE AND RESOLUTION OF THE CASE ................................................. 1
A. The Parties Engaged in Substantial Discovery .......................................... 2 B. Settlement Reached After Extended Negotiations..................................... 3 III. GENERAL TERMS OF THE SETTLEMENT AGREEMENT ........................... 4 A. Definitions.................................................................................................. 4 B. Duration of the Settlement ......................................................................... 7 C. Cooperation................................................................................................ 7 D. Persons Covered by this Settlement Agreement........................................ 7
1. Definition of “Settlement Class,” “Class” or “Class Members.”...................................................................................... 7
2. Certification ................................................................................... 8 IV. COURT APPROVAL/NOTICE AND FAIRNESS HEARING............................ 8
A. Jurisdiction and Venue............................................................................... 8 B. Preliminary Approval................................................................................. 8 C. Notice and Settlement Hearing .................................................................. 9 V. RELEASE/BAR OF CLAIMS ............................................................................ 13 A. Class Member Release............................................................................. 13 B. Individual Claims of Named Plaintiffs .................................................... 13 C. .................................................................................................................. 14 D. .................................................................................................................. 14 E. .................................................................................................................. 14 F. .................................................................................................................. 15 G. No Bar to Future Claims .......................................................................... 15 VI. NO ADMISSION, NO DETERMINATION....................................................... 15 VII. PROGRAMMATIC RELIEF .............................................................................. 16 A. Communications ...................................................................................... 16 B. Branch Management/Mobility ................................................................. 17 C. Account Distribution................................................................................ 19
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TABLE OF CONTENTS (continued)

Page

1. Power Rankings ........................................................................... 19 2. Account Distribution Policies ...................................................... 20 3. Disputes Concerning Account Distributions ............................... 22 4. Financial Life Services and Bank-Based Advisors...................... 23 5. Up-front Bonuses ......................................................................... 23 6. Retiring Financial Advisors ......................................................... 24 7. Partnerships.................................................................................. 24 8. Leads, Call-ins, and Walk-ins...................................................... 25 D. Development Opportunities ..................................................................... 27 E. Complaint Process and Training.............................................................. 28 F. Appointments........................................................................................... 29 1. Diversity Monitor......................................................................... 29 2. Industrial Psychologist................................................................. 32 G. General Non-Discrimination Provisions.................................................. 35 H. Duration of the Settlement ....................................................................... 36 VIII. MONITORING.................................................................................................... 36 A. Data Collection ........................................................................................ 36 B. Monitoring System................................................................................... 36 C. Reports ..................................................................................................... 37 D. Meetings................................................................................................... 37 IX. MONETARY RELIEF ........................................................................................ 37 A. Settlement Fund. ...................................................................................... 37 B. Administration by Trustee ....................................................................... 39 C. Claims Filing Procedures for Settlement of Claims of Named Plaintiffs and Class Members .................................................................. 39 D. Claims Administrator Authority to Determine Award Eligibility. .......... 40 E. Confidentiality Regarding Amount of Monetary Award......................... 41 F. Non-Admissibility of Fact of Award (or Non-Award) ............................ 41 G. Tax Treatment.......................................................................................... 42

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TABLE OF CONTENTS (continued)

Page

1. Qualified Tax Status and Tax Responsibilities............................ 42 2. Payment of Federal, State and Local Taxes................................. 42 H. Smith Barney Has No Further Obligation, Liability or Responsibility .......................................................................................... 45 X. ATTORNEYS’ FEES, EXPENSES OF CLASS COUNSEL AND ADMINISTRATIVE EXPENSES....................................................................... 45 A. Class Counsel Fees and Costs.................................................................. 45 B. Smith Barney’s Non-Opposition.............................................................. 46 C. Timing of Fee Payment............................................................................ 46 D. Satisfaction of Fee and Cost Obligations under the Settlement............... 46 E. Service Award.......................................................................................... 46 XI. TERMINATION OF THE SETTLEMENT AGREEMENT .............................. 47 XII. CONFIDENTIALITY.......................................................................................... 47 A. Documents and Information Produced by Smith Barney and Class Counsel. ................................................................................................... 47 B. Return or Disposal of Confidential Documents and Information............ 48 XIII. GOVERNING LAW............................................................................................ 48 XIV. OTHER CONDITIONS OF SETTLEMENT...................................................... 48 A. Exhibits .................................................................................................... 48 B. Notices to Counsel ................................................................................... 49 C. Failure to Insist on Strict Compliance ..................................................... 49 D. Modifications to this Agreement ............................................................. 49 E. No Drafting Presumption......................................................................... 49 F. Dispute As To Meaning of Agreement Terms......................................... 49 G. Interpretation of Terms ............................................................................ 50 H. Severability .............................................................................................. 50 I. Paragraph and Section Headings ............................................................. 50 J. Counterparts............................................................................................. 50 K. Agreement Binding.................................................................................. 50 L. Enforcement............................................................................................. 51

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I. INTRODUCTION Subject to approval by the United States District Court for the Northern District of
California (the “Court”), this Settlement Agreement (“Settlement Agreement,” “Settlement” or “Agreement”) sets forth the full and final terms by which Renee Fassbender Amochaev, Deborah Orlando, Kathryn Varner and Ivy So (the “Named Plaintiffs”), on behalf of themselves and members of the Class defined herein, and Defendant Citigroup Global Markets, Inc., d/b/a Smith Barney (“Smith Barney,” “Defendant,” “Firm,” or “Company”) have settled and resolved all claims that have been raised in the First Amended Complaint (“FAC”) filed by the Named Plaintiffs on November 29, 2006. This Action and Settlement applies to female Financial Advisors employed by Smith Barney at any time during the relevant time period.
II. NATURE AND RESOLUTION OF THE CASE Plaintiffs filed a Class Action Complaint in the Northern District of California on March
31, 2005. The Complaint, filed by four named plaintiffs,1 asserted claims on behalf of a class of all women employed as Financial Advisors in (i) the United States branches of Smith Barney’s retail brokerage division at any time from August 30, 2003 forward or (ii) the California branches of Smith Barney’s retail brokerage division at any time from June 25, 2003 forward. The Complaint asserted claims for gender discrimination under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq., and, with respect to California Class Members, the California Fair Employment and Housing Act, Cal. Gov’t Code § 12940 (“FEHA”). On
1 The named plaintiffs at that time were Renee Fassbender Amochaev, Deborah Orlando, Kathryn Varner, and Judy Weil. Pursuant to Stipulation, Judy Weil voluntarily withdrew as a representative plaintiff on September 15, 2006. Subsequently, Ivy So was added as a named plaintiff on November 29, 2006.
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November 29, 2006, pursuant to Stipulation, plaintiffs filed a First Amended Complaint (“FAC”) that alleged substantially the same facts and legal claims.2
Smith Barney denies the allegations in the Complaint and the First Amended Complaint, including alleged liability under Title VII of the Civil Rights Act of 1964 or any other federal, state or local laws, and specifically denies that it unlawfully discriminated against Plaintiffs or Class Members on the basis of sex, or that Plaintiffs or Class Members are otherwise entitled to the relief requested.
A. The Parties Engaged in Substantial Discovery The parties conducted broad, extensive, and thorough discovery related to class certification throughout 2006 and 2007. Altogether, the written class certification discovery conducted in this case included six sets of document requests and three sets of interrogatories propounded by plaintiffs, and two sets of document requests and interrogatories propounded by Smith Barney. Smith Barney has produced, and plaintiffs’ counsel has reviewed, over 160,000 pages of documents. Plaintiffs’ counsel also reviewed, and, with expert assistance, analyzed vast amounts of computerized data, including Smith Barney’s client account data as well as personnel, compensation and payroll data for Financial Advisors. The discovery process has been thorough, and it required the parties to engage in numerous and extensive meetings and conferences concerning the scope of discovery and the analysis regarding the various electronic data, policy documents, and complaint files produced. Deposition discovery was also extensive. Plaintiffs deposed 10 individuals, including 30(b)(6) deponents who testified on a variety of topics, including Smith Barney’s compensation,
2 The FAC added named plaintiffs Ivy So and Lisa Strange Weatherby. The FAC also asserted a non-class claim of race discrimination on behalf of Ms. So under Title VII, FEHA, and Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. § 1981. On February 12, 2007, the Court entered an Order dismissing Lisa Strange Weatherby as a representative plaintiff.
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account distribution, and partnership policies; organizational structure; EEO compliance; human resources functions; training; electronic data storage; retention of documents; and internal complaint and investigation procedures. Smith Barney took the depositions of Ms. Amochaev, Ms. Orlando, Ms. Varner and Ms. So, each of which occurred over three days.
B. Settlement Reached After Extended Negotiations Plaintiffs’ Counsel and counsel for Smith Barney recognize the costs and risks of prosecuting this litigation through class certification, summary judgment, trial, and appeal. Plaintiffs’ Counsel believe that it is in the interest of all members of the Settlement Class to resolve finally and completely the potential claims of the Class Members against Smith Barney. Plaintiffs’ Counsel believe that the terms of the Settlement Agreement are in the best interests of the Class and are fair, reasonable, and adequate. Smith Barney wishes to bring the litigation to a conclusion on the terms set forth in this Settlement Agreement. This Settlement was reached under the supervision of experienced mediator Hunter Hughes, Esq. Counsel for the parties are experienced class action lawyers who retained Mr. Hughes for his expertise in mediating many complex class actions, including those involving gender discrimination in employment. Mr. Hughes conducted multiple mediation sessions between the parties in San Francisco and New York. At least one of the named Plaintiffs attended each of the mediation sessions, and all were actively involved in shaping the monetary and injunctive relief set forth in the Settlement Agreement. At all times during this process, counsel bargained vigorously and at arm’s-length on behalf of their clients. Without any admission or concession by Smith Barney of any liability or wrongdoing with respect to the allegations in the Complaint or the Amended Complaint, all released claims shall be finally and fully compromised, settled, and released subject to the terms and conditions
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of this Settlement Agreement, which were the subject of extensive negotiation and ultimate agreement by the parties.
III. GENERAL TERMS OF THE SETTLEMENT AGREEMENT A. Definitions. In addition to terms identified and defined elsewhere in this Settlement Agreement, and
as used in this Settlement Agreement, the terms below shall have the following meanings: 1. “Action” means the lawsuit filed in the Northern District of California, and
described above and the allegations contained in the First Amended Complaint filed on November 29, 2006.
2. “Amended Complaint” means the First Amended Complaint filed in this action on November 29, 2006.
3. “Attorneys’ Fees and Expenses” means the settlement amounts approved by the Court for payment to Plaintiffs’ Counsel, including attorneys’ fees, costs, and litigation expenses, plus accrued interest as of October 1, 2008, as described in Section X herein.
4. “Claims Administrator” means Settlement Services, Inc. (“SSI”) which has been jointly designated by counsel for the parties to administer the Settlement Fund pursuant to Section IX below and orders of the Court.
5. “Claim Form” means the form agreed to by the parties and attached to the Notice. The Claim Form must be submitted by any eligible Class Member to the Claims Administrator as part of the claims process.
6. “Claimant” means a Class Member who has submitted a timely Claim Form. 7. “Class Counsel” means the law firms of Lieff Cabraser Heimann & Bernstein, LLP, Outten & Golden, LLP, Mehri & Skalet, PLLC, and Altshuler Berzon LLP.
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8. “Class Member” means any person who meets the criteria set forth in the definition of “Settlement Class” below.
9. “Complaint” means the Complaint filed in this Action on March 31, 2005. 10. “Court” means the United States District Court for the Northern District of California. 11. “Defendant” or “Smith Barney” or “Firm” or “Company” means Citigroup Global Markets Inc., d/b/a Smith Barney and its predecessors in interest. 12. “Defendant’s Counsel” means the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP. 13. “Depository Bank” means Wells Fargo Bank or another bank jointly selected by counsel for the parties to receive, hold, invest, and disburse the Settlement Fund, subject to the direction of the Claims Administrator. 14. “Diversity Monitor” means the jointly selected individual appointed by the parties to carry out the duties specified in Section VII.F.1 of this Agreement. 15. “Effective Date” means the date on which all of the following have occurred: (1) the Court has finally approved this Settlement Agreement and has signed and entered an order so indicating; (2) the Court has entered an Order and Judgment dismissing the Action with prejudice, with continuing jurisdiction limited to enforcing this Settlement Agreement; and (3) the time for appeal has either run without an appeal being filed or any appeal (including any requests for rehearing en banc, petitions for certiorari or appellate review) has been finally resolved. 16. “Final Approval” means the date on which the United States District Court grants final approval of the Settlement.
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17. “Financial Advisor” or “FA” or “Financial Consultant” or “FC” means a person employed by Smith Barney as a Financial Advisor, but does not include a person employed as a Financial Advisor Associate or a Financial Consultant Associate.
18. “Lead Class Counsel” means Lieff Cabraser Heimann & Bernstein LLP, Outten & Golden, LLP, and Mehri & Skalet, PLLC.
19. “Notice” means the Notice of Class Action, Proposed Settlement Agreement, and Settlement Hearing, which is to be mailed directly to Class Members, substantially in the form attached hereto as Exhibit B.
20. “Notice of Award” means the letter sent to each eligible Claimant by the Claims Administrator specifying the amount of that Claimant’s award, as determined by the Claims Administrator.
21. “Plaintiffs” or “Named Plaintiffs” means Renee Amochaev, Deborah Orlando, Kathryn Varner and Ivy So.
22. “Preliminary Approval” means the Order of the Court preliminarily certifying the Settlement Class and preliminarily approving this Settlement Agreement and the form of Notice to be sent to Class Members.
23. “Settlement,” “Agreement,” and “Settlement Agreement” each mean the settlement agreed to by the parties as reflected in this Settlement Agreement.
24. “Settlement Class” or “Class” means the class that the parties jointly seek to have certified, solely for the purposes of this Settlement Agreement, which is defined as all women employed as Financial Advisors in (i) the United States branches of Smith Barney’s retail brokerage division at any time from August 30, 2003 through March 1, 2008 or (ii) the California branches of Smith Barney’s retail brokerage division at any time from June 25, 2003
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through March 1, 2008. The “Settlement Class” or “Class” does not include, for example, (i) brokers in Smith Barney’s Financial Life Services (FLS) program, (ii) Smith Barney’s bankbased advisors; or (iii) Financial Advisor Associates or Financial Consultant Associates.
25. “Settlement Fund” or “Fund” means the settlement monies transferred by Smith Barney to the Depository Bank, pursuant to this Settlement Agreement, including all interest earned thereon, to be held, invested, administered, and disbursed pursuant to this Settlement Agreement.
26. “Settlement Hearing” means the hearing at which the Court will consider final approval of this Settlement Agreement and related matters.
B. Duration of the Settlement. The programmatic relief embodied in this Settlement Agreement and the agreements incorporated in it shall remain binding on the parties and their agents and successors for a period of four years following the Effective Date.
C. Cooperation. The parties agree that they will cooperate to effectuate and implement all terms and conditions of this Settlement Agreement, and exercise good faith efforts to accomplish the terms and conditions of this Settlement Agreement. The parties agree to accept non-material and procedural changes to this Settlement Agreement if so required by the Court in connection with Final Approval of the Settlement, but are not obligated to accept any changes in the monetary amount of relief or the substantive programmatic relief provided for herein, or any other substantive change.
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D. Persons Covered by this Settlement Agreement 1. Definition of “Settlement Class,” “Class” or “Class Members.”
Solely for purposes of settlement and judicial approval of this Settlement Agreement, the parties stipulate to the certification of the Settlement Class, defined as all women employed as Financial Advisors in (i) the United States branches of Smith Barney’s retail brokerage division at any time from August 30, 2003 through March 1, 2008 or (ii) the California branches of Smith Barney’s retail brokerage division at any time from June 25, 2003 through March 1, 2008 (the “Class Period”). The Settlement Class does not include, for example, (i) brokers in Smith Barney’s Financial Life Services (FLS) program, (ii) Smith Barney’s bank-based advisors; or (iii) Financial Advisor Associates or Financial Consultant Associates.
2. Certification. The parties will propose to the Court that the Class be certified pursuant to Fed. R. Civ. P. 23(b)(2) and 23(b)(3).
IV. COURT APPROVAL/NOTICE AND FAIRNESS HEARING A. Jurisdiction and Venue a. The parties agree that the Court has jurisdiction over the parties
and the subject matter of this Action and that venue is proper. The Court shall retain jurisdiction of this Action for four years from the Effective Date of the Settlement Agreement solely for the purpose of entering all orders and judgments authorized hereunder that may be necessary to implement and enforce the relief provided herein.
B. Preliminary Approval a. Prior to execution of this Settlement Agreement, the parties agreed
upon a form for written Notice of this Settlement Agreement to Class Members, attached as Exhibit B, subject to Court approval.
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b. By April 2, 2008, the parties shall petition the Court for the

following orders:

i. preliminarily certifying the Settlement Class; preliminarily

approving this Settlement Agreement; approving the Notice to be sent to Class Members

describing the terms of the Settlement and informing them of their rights to submit objections

and to opt out; and

ii. pending Final Approval, preliminarily enjoining each

member of the Settlement Class, including any members who make an irrevocable election to

exclude themselves from the monetary relief provisions of the Settlement, from commencing,

prosecuting or maintaining in any court or forum other than this Court any claim, action or other

proceeding that challenges or seeks review of or relief from any order, judgment, act, decision or

ruling of the Court in connection with this Settlement Agreement or otherwise in connection with

this Action. Effective as of the date specified for Class Members to opt out of the Settlement,

further enjoining any member of the Settlement Class who has not made an irrevocable election

to exclude themselves from the monetary relief provisions of the Settlement from commencing,

prosecuting or maintaining either directly, representatively or in any other capacity any claim

that is subsumed within the Settlement Agreement.

iii. entering Administrative Order No. 1 relating to this

Settlement Agreement to be proposed to the Court by the parties.

C. Notice and Settlement Hearing a. Smith Barney shall identify all Class Members and will provide to
the Claims Administrator, within ten (10) days after Preliminary Approval of this Settlement Agreement, the name, social security number, and last known address of each Class Member. The Claims Administrator shall utilize Class Members’ social security numbers only for the

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purpose of locating and identifying Class Members and shall keep those social security numbers confidential.
b. Within twenty (20) days after Preliminary Approval of the Settlement Agreement, the Claims Administrator will mail the Notice to each Class Member in the form agreed upon by the parties or such other form as approved by the Court. The parties intend to provide actual notice to each Class Member, to the extent practicable. The Claims Administrator shall mail a Claim Form to each Class Member at the same time the Notice is sent.
c. Within thirty-five (35) days after Preliminary Approval, the Claims Administrator shall provide to Lead Class Counsel a list of those Class Members who have not been located and the Claims Administrator may engage third-party vendors in order to locate Class Members. The Claims Administrator will maintain a log of its activities undertaken pursuant to this section. The expenses of the Claims Administrator shall be paid by the Settlement Fund described at Section IX below.
d. Class Member objections to this Settlement Agreement, if any, must be submitted in writing, and must include a detailed description of the basis of the objection. Objections must be filed with the Court, with copies served on Lead Class Counsel and counsel for Smith Barney, postmarked on or before forty-five (45) days after the Notice is mailed to Class Members. No one may appear at the Settlement Hearing for the purpose of objecting to the Settlement Agreement without first having filed and served her objection(s) in writing postmarked on or before forty-five (45) days after the Notice was mailed to Class Members.
e. Any Class Member who wishes to opt out of the Settlement Class must mail to the Claims Administrator a written, signed statement that she is opting out, as set forth below. The Claims Administrator shall provide to all counsel and file with the Court all opt-out statements that are timely received. The Settlement Class will not include those individuals who file and serve a timely opt-out statement, and individuals who opt out are not entitled to any monetary award under this Settlement Agreement. With respect to each such

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individual, the statute of limitations for her to assert any claim for individual relief will resume running on the postmark date of her signed, written statement that she is opting out of the Settlement Class. Among other things, the Notice shall advise Class Members that:
• Any Class Member who wishes to opt out of the Settlement Class must mail a written, signed statement that she is opting out of the Settlement Class to the Claims Administrator at the address listed in the Notice.
• To be effective, this opt-out statement must be post-marked on or before forty-five (45) days after the date the Notice is mailed to Class Members.
• To be effective, the opt-out letter and statement must include a written statement confirming that the individual is aware that by opting out she will forego the opportunity to receive monetary benefits from this Settlement.
• Class Members who file opt-outs may rescind their opt-outs. • To be effective, such rescissions must be in writing sent to the Claims Administrator
and must be post-marked on or before sixty (60) days after the date the Notice is mailed to Class Members. • In the event that a Class Member files a claim form and an opt out letter, the opt out letter shall be deemed invalid.
f. If Preliminary Approval is granted, a briefing schedule and Settlement Hearing date will be set at the Court’s convenience. The parties’ Motion for Final Approval and for Certification of the Settlement Class will be due no earlier than fifteen (15) days following the close of the objection and opt-out period, and the Settlement Hearing will be held no earlier than one-hundred (100) days following the filing of this Agreement with the Court, and no earlier than thirty (30) days following the close of the objection and opt-out period.
g. The time periods referenced in this Section IV.C. are guidelines; actual dates will be inserted in the Preliminary Approval Order by the Court.
h. In the event that this Settlement Agreement does not become final and binding, no party shall be deemed to have waived any claims, objections, rights or defenses,

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or legal arguments or positions, including, but not limited to, claims or objections to class certification, or claims or defenses on the merits. Neither this Settlement Agreement nor the Court’s Preliminary or Final Approval thereof shall be admissible in any court regarding the propriety of class certification or regarding any other issue or subject (except for the purpose of enforcing this Settlement Agreement). Each party reserves the right to prosecute or defend this Action in the event that the Settlement Agreement does not become final and binding.
i. If Smith Barney exercises its option to withdraw from the Settlement or if this Settlement Agreement is not approved by the Court or for any other reason is terminated or fails to become effective in accordance with its terms (or, if following approval by this Court, such approval is reversed or substantively modified), the parties shall be restored to their respective positions that existed in this Action prior to entering into this Settlement Agreement; the terms and provisions of this Settlement Agreement shall have no force or effect and shall not be used in this Action or in any proceeding for any purpose; the Settlement Fund shall be returned to Smith Barney, including the interest earned by the Settlement Fund through the date of termination (after deducting all costs and expenses, including costs of providing Notice to Class Members, paid or incurred by the Claims Administrator as of the date of termination); any Judgment entered by the Court in accordance with the terms of this Settlement Agreement shall be treated as vacated, nunc pro tunc; and the litigation of the Action will resume as if there had been no Settlement Agreement, with no stipulated Class. The parties retain all rights, claims, and defenses as to class certification and otherwise as to any of the allegations asserted in this Action. This Settlement Agreement will not be considered an admission of liability by Smith Barney nor represent a cap on damages available to the Named Plaintiffs or the Class.

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V. RELEASE/BAR OF CLAIMS A. Class Member Release. All Class Members, as a condition of receiving a monetary payment in conjunction with
this Settlement Agreement, will be required to execute and deliver to the Claims Administrator a Class Member Release in the form agreed to by counsel for the parties and attached hereto as Exhibit A, a copy of which shall be provided to counsel for Smith Barney. The Class Member Release will release all claims, known and unknown, existing through the date of preliminary approval, under any federal, state or local legal theory, for gender discrimination against Smith Barney, with the exception of claims for non-economic damages (such as emotional pain, distress, suffering, inconvenience, mental anguish, loss of enjoyment of life, and other noneconomic losses) that arise from sexual harassment (as that term is defined in 29 C.F.R. § 1604.11(a)) (“Class Member Release”). By way of example only, and without any intent to limit the scope of the preceding release, this settlement would bar a claim for loss of compensation of any type or description (including but not limited to commissions, salary, bonuses, deferred compensation and incentive awards) arising from or relating to any type of sex or gender discrimination (including but not limited to sexual harassment), but would not bar a claim of emotional distress, costs of medical treatment, or other such non-economic compensatory damages arising from or related to sexual harassment.
B. Individual Claims of Named Plaintiffs. Each Class Representative will receive an additional payment for the release of her nonclass claims, including race and age discrimination and non-economic losses that arise from sexual harassment, to be determined by the neutral Claims Administrator. These decisions shall be based upon a review of the factual record and shall be non-appealable. In no event will the

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total of all such awards exceed $550,000. Each Class Representative will be required to execute and deliver to the Claims Administrator a Named Plaintiff Release in the form agreed to by counsel for the parties and attached hereto as Exhibit B, which shall entitle them to receive payments for the release of both their class and non-class claims. A copy of each executed Named Plaintiff Release shall be provided to counsel for Smith Barney. The Named Plaintiff Release is not a limited release of claims of gender discrimination but instead releases all claims of any nature against Smith Barney under federal, state or local laws for any period up through the date of preliminary approval.
C. The Claims Administrator shall provide all Class Members with the Class Member Release, and all Named Plaintiffs with the Named Plaintiff Release, at the time the Notice is provided to them.
D. The terms of the Releases, attached hereto as Exhibits A and B, are a material part of this Settlement Agreement and are hereby incorporated as if fully set forth in the Settlement Agreement; if these Releases, attached hereto as Exhibits A and B, are not finally approved by the Court, or the Settlement Agreement cannot become effective for any reason and the Settlement set forth in this Settlement Agreement shall terminate as provided in Section XI of this Settlement Agreement, then the Named Plaintiff Releases and Class Member Releases shall terminate nunc pro tunc and be of no force and effect.
E. In the event that any Class Member does not execute and timely deliver a Class Member Release, or if any Named Plaintiff does not execute and timely deliver a Named Plaintiff Release, she will be ineligible for, and forever barred from receiving, monetary relief under this Settlement Agreement, even if said Class Member or Named Plaintiff has not opted out.

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F. Class Members who neither timely opt out nor timely file a Claim Form shall, upon the Effective Date, be ineligible to receive any monetary award pursuant to this Settlement Agreement and be deemed to have fully, finally and irrevocably waived, released and discharged Smith Barney from any and all claims of gender discrimination, to the same extent as specified in Section V.A. above, whether known or unknown, actual or potential, arising at any time on or before the Preliminary Approval Date.
G. No Bar to Future Claims. Nothing in the Settlement Agreement shall be construed to bar any claims of members of the Settlement Class or Plaintiffs that arise from conduct occurring after the Preliminary Approval Date.
VI. NO ADMISSION, NO DETERMINATION 1. This Settlement Agreement does not, and is not intended to constitute, nor
shall it be deemed to constitute, an admission by any party as to the merits, validity or accuracy of any of the allegations, claims or defenses of any party in this case. The Class Members continue to assert the merits and validity of their claims under Title VII or parallel state and local laws prohibiting gender discrimination. By entering into this Agreement, Smith Barney does not admit or concede, expressly or impliedly, but denies that it has in any way violated Title VII, parallel state and local laws prohibiting gender discrimination, the common law of any jurisdiction, or any other federal, state or local law, statute, ordinance, regulation, rule or executive order, or any obligation or duty at law or in equity. Neither the Court nor any other court has made any findings or expressed any opinion concerning the merits, validity or accuracy of any of the allegations, claims or defenses in this case.

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2. Nothing in this Settlement Agreement, nor any action taken in implementation thereof, nor any statements, discussions or communications, nor any materials prepared, exchanged, issued or used during the course of the mediation or negotiations leading to this Settlement Agreement, is intended by the parties to, nor shall any of the foregoing constitute, be introduced, be used or be admissible in any way in this case or any other judicial, arbitral, administrative, investigative or other proceeding of whatsoever kind or nature (including, without limitation, the results of the Claims Process established under this Settlement Agreement) as evidence of discrimination, retaliation or sexual harassment or as evidence of any violation of Title VII, parallel state and local laws prohibiting gender discrimination, the common law of any jurisdiction, or any other federal, state or local law, statute, ordinance, regulation, rule or executive order, or any obligation or duty at law or in equity.
Notwithstanding the foregoing, this Settlement Agreement may be used in any proceeding in the Court or in mediation or arbitration to enforce or implement any provision of this Settlement Agreement or implement any orders or judgments of the Court entered into in connection herewith.
VII. PROGRAMMATIC RELIEF A. Communications. Smith Barney shall distribute its Non-Discrimination, Anti-Harassment and Anti-
Retaliation Policy to all employees upon hire (in hard copy or by electronic mail) and then on an annual basis via email from Smith Barney’s CEO. Employees shall be required to submit an acknowledgment of receipt.

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In addition, the CEO of Global Wealth Management shall issue a statement annually in support of the Policy and its underlying tenets. The Policy will be available on the Firm’s intranet site and will be incorporated into various other Firm policies including its Code of Conduct and its Internet and Electronic Communications Usage Policy.
The Non-Discrimination, Anti-Harassment and Anti-Retaliation Policies and the behaviors they seek to promote and prevent shall be the subject of mandatory training that all employees will be required to complete upon hire.
B. Branch Management/Mobility. All available branch management positions (including minimum requirements for
qualification) will be posted to Financial Advisors who either: (i) have successfully completed the branch management assessment program, or (ii) are already in branch management and request to be informed of new management job postings. These positions currently are titled: National Development Officer; Divisional Development Officers; Regional Development Officers; Sales Manager; Branch Manager; and Assistant Branch Manager. All positions will be posted for a minimum of five (5) business days. Either the hiring manager or Human Resources will follow up with each applicant/candidate in a timely manner. In addition, Smith Barney shall develop and implement a computerized system to generate an electronic mail notification of new management job postings to Financial Advisors who either: (i) have successfully completed the branch management assessment program, or (ii) are already in branch management and request to be informed of new management job postings.
Smith Barney shall post a written description of the branch management assessment program and the criteria for admission on the Firm’s intranet site.

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The Industrial Psychologist shall review Smith Barney’s branch management assessment program and, if appropriate, make recommendations for increasing the participation of females in the branch manager assessment program (including review of the criteria for admission) and in branch management. These recommendations shall be made in accordance with Section F.2 below.
Smith Barney shall provide all management personnel with diversity training no less than every other year. The format of such training may vary from jurisdiction to jurisdiction depending on the relevant legal requirements. However, all managers shall, at a minimum, be required to complete an interactive, customized, e-learning training program. The positions to be trained are: Divisional Directors; Regional Directors; Regional Administrative Officers; Branch Managers; Assistant Branch Managers; Sales Managers; and Operations Managers.
Branch Manager compensation shall have a diversity component designed to measure and reward efforts at diversifying representation rates in the Financial Advisor position, including the following areas as appropriate: recruiting, mentoring, training, retaining and promoting female Financial Advisors. Smith Barney agrees that it shall develop and implement a standardized annual process whereby Branch Managers shall be required to report on their efforts and results in promoting a diverse workforce (including, for example, their efforts to retain female Financial Advisors and their efforts to assist female Financial Advisors in, among other things, increasing their production, participating in partnerships in the branch, participating in the Franchise Protection Program, being added to the branch management bench, and obtaining promotions to branch management), and whereby senior Smith Barney management will review these efforts and take them into account when determining the diversity component of each Branch Manager’s compensation. These reports on diversity efforts by Branch

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Managers, as well as the recommendations regarding each Branch Manager’s diversity component of compensation, shall be provided to the Diversity Monitor annually.

C. Account Distribution. Under this Settlement, Smith Barney has agreed to make significant changes to its

procedures for distributing accounts of departing Financial Advisors, including reducing reliance

on historical factors, such as assets under management and length of service with Smith Barney,

and more heavily weighting criteria that reflect recent performance. Smith Barney has also

agreed to automate the account distribution process based on a “Power Rankings” system and to

limit the exceptions that can be made to the Power Rankings. The Power Ranking factors are set

forth in Appendix 1 filed under seal along with this Settlement Agreement.

1.

Power Rankings

a. All Power Ranking factors that measure performance from the

previous twelve-month period will be adjusted to encompass a 12-month period exclusive of

absence for parental leave or short-term disability leave. For example, if a Financial Advisor or

Financial Advisor Associate (“FAA”) was on a leave of absence for four of the preceding twelve

months, the previous 12 months measure will instead count the last twelve months that the

employee was active.

b. The methodology for calculating the Power Rankings will be

provided to each Financial Advisor and FAA, including the name of each factor, an explanation

of each factor, and how each factor is weighted. Upon hire, each Financial Advisor and FAA

will be individually provided with the methodology of the objective measures utilized in the

Power Ranking calculation and the manner in which calculations are completed and this will be

available to all Financial Advisors and FAAs electronically. Smith Barney agrees to provide

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notice to Financial Advisors and FAAs regarding any modification to the Power Ranking methodology.
c. Smith Barney shall inform each Financial Advisor and FAA of her or his individual ranking at the time any distribution is made. The actual distribution of a departing Financial Advisor’s book will be made available to the Financial Advisors and FAAs in the Branch and such communication shall include the rankings and (without identification of any particular Financial Advisor or FAA by name) the number of accounts and the assets distributed to each ranked Financial Advisor and FAA.
2. Account Distribution Policies a. Smith Barney senior management will issue a comprehensive
account distribution policy statement, which shall include policies covering the distribution of the accounts of departing Financial Advisors, retiring Financial Advisors (other than accounts distributed through the Franchise Protection Program), departing partners, and leads, call-ins, and walk-ins. The statement shall be issued via email to all field employees and shall be posted on Smith Barney’s intranet site and shall include a prohibition on discrimination. In addition, Smith Barney will train all current Branch Managers on account distribution policies and procedures at the time the settlement becomes effective, and will similarly train all new managers that are subsequently hired.
b. Branch Managers shall have discretion to disqualify a Financial Advisor from an account distribution for improper conduct, such as, for example, if a Financial Advisor is: (1) currently on heightened supervision consistent with industry standards; (2) subject to any regulatory action reportable as a “yes” answer on Form U-4 questions 14C-G; (3) subject to discipline reported on Form RE-3 in the last 12 months; or (4) subject to any written

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performance or workplace conduct warning in the last 90 days and to disqualify any FAA who is not meeting minimum performance standards; provided, however, that where such an exception to the Power Ranking process is made, it shall be documented by the Branch Manager or his/her designee in writing and included in the quarterly reports on exceptions provided to the Diversity Monitor. Financial Advisors and FAAs are not eligible for an account distribution if they: (1) have voluntarily opted-out of the distribution; (2) are not in the product specialty group to which the distributed accounts belong (e.g. IIG/IFG); or (3) are on parental or short-term disability leave at the time the account distribution is made.
c. Where an exception is made to the Power Ranking process because of, for example, a client relationship or client service needs, each individual exception shall be documented by the Branch Manager or his/her designee in writing, including the legitimate business reasons for the exception. Customer preference based on a bias against women cannot be used as a legitimate business reason for an exception, provided, however, that Smith Barney shall have no obligation to inquire as to or otherwise attempt to discover the reason for a customer preference for or against a Financial Advisor or FAA. Records of all exceptions shall be kept for purposes of monitoring policy compliance and regularly reviewed by the Regional Director and the Diversity Monitor. The Company shall provide the Diversity Monitor quarterly reports on exceptions being made in the branches including information on the identity of the branches, the branch managers who approved the exceptions and an explanation of the exceptions. If a Financial Advisor or FAA receives an account through an exception, that Financial Advisor or FAA will not receive another account in the same distribution until every eligible Financial Advisor and FAA has first received an account from those accounts that come next in the ranking of accounts in that distribution; provided, however, that if that Financial

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Advisor or FAA is the only qualified broker in the branch to service a later account in the distribution, that Financial Advisor or FAA shall receive that account even if not every eligible Financial Advisor and FAA has already received an account in the distribution, and such exception shall be documented in accordance with this paragraph C.2.b. An individual Financial Advisor or FAA who does not receive a specific account as a result of an exception shall receive the next available account in the same distribution that he/she is qualified to service. Branch Managers who are determined to have distributed an account pursuant to any improper exception shall receive an appropriate discipline, which can include a material reduction in their annual bonus, and which discipline shall be reviewed by the Diversity Monitor in accordance with Section F.1.b.
d. Smith Barney shall enhance its technology to allow its account distribution process to be computer automated, subject to branch manager review to ensure compliance with regulatory requirements and consideration of the best interests of the firm’s clients. Account distributions will be made through this automated process, subject to exceptions described in paragraph C.2.b and c above. The results of all account distributions shall be stored and readily retrievable for monitoring to ensure compliance with account distribution policies.
3. Disputes Concerning Account Distributions The parties agree that if at any time during the term of this Settlement Agreement a dispute shall arise between Smith Barney and a Financial Advisor concerning any account distribution, such dispute shall—at the written request of the Financial Advisor—go through Smith Barney’s internal complaint process, which includes access to mediation. However, nothing herein shall prevent any Class Member from individually pursuing any legal claim not

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released under this Settlement through any applicable governmental agency, arbitration forum or court of law if she is otherwise entitled to do so. If a Financial Advisor submits a gender-related complaint through Smith Barney’s alternative dispute resolution system, that person shall receive a written description of the ADR process—and a written notice indicating that the statutes of limitations on her/his legal claims will be tolled for 120 days from the date of his/her submission of the ADR complaint.
4. Financial Life Services and Bank-Based Advisors The parties agree that the changes to Smith Barney’s procedures for distributing accounts of departing Financial Advisors described herein shall in no way apply to or affect: (i) Smith Barney’s Financial Life Services (FLS) program or any accounts transferred, or identified for transfer, to or from FLS; or (ii) accounts serviced by Smith Barney’s bank-based advisors.
5. Up-front Bonuses a. The Industrial Psychologist shall review and, if appropriate, make
recommendations for developing a standard and nationwide process for determining up-front bonuses, forgivable loans, and other transitional compensation packages given to lateral recruits. These recommendations shall be designed to promote gender equity in the receipt and amount of transitional compensation packages—after taking into consideration factors such as the lateral recruit’s production start date, production, assets under management, return on assets, product mix and any non-discriminatory factors—and shall be made in accordance with Section F.2. below.
b. To the extent that Smith Barney does not already have such a system, with input from the Industrial Psychologist, Smith Barney shall develop and implement a system to keep records of all up-front bonuses, forgivable loans, and other transitional

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compensation packages given to lateral recruits, including the name, gender, production start date, production, assets under management, return on assets and product mix of those recruits. Smith Barney shall provide a summary of this information to the Diversity Monitor and Class Counsel. The summary information will include comparative data on gender, and information on geographic location, amount of up-front bonuses, methodology used to determine the up-front bonus amounts and any other factors taken into consideration in offering up-front bonuses, forgivable loans, and other transitional compensation to lateral recruits. The Diversity Monitor will review and report on these records to the Industrial Psychologist.
6. Retiring Financial Advisors a. The book of business formerly serviced by a retiring Financial
Advisor who is not participating in the Franchise Protection Program will be distributed through the Power Ranking system set forth in Sections C.1. and C.2. above.
b. Smith Barney will consider the efforts made by branch management to increase participation by female Financial Advisors in the Franchise Protection Program in determining the diversity component of Branch Manager compensation.
c. The Industrial Psychologist shall review and, if appropriate, make recommendations to promote equitable participation of female Financial Advisors in the firm’s Franchise Protection Program, including participation as retiring and receiving brokers. These recommendations shall be made in accordance with Section F.2. below.
d. The Diversity Monitor will review female FA participation in Franchise Protection Programs, both as retiring and receiving brokers, and will receive information from Smith Barney about the gender of persons receiving assets and the value of assets transferred.

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7. Partnerships a. In the event that a Financial Advisor or FAA who is part of a team
leaves Smith Barney, the team member(s) who remain at Smith Barney will presumptively retain the book of business formerly serviced by the departing Financial Advisor, provided that the remaining team member(s) is/are qualified to service those accounts. The Diversity Monitor shall receive semi-annual reports from Smith Barney relating to redistributed accounts from partnerships, including number of accounts, FA revenue, asset value, and gender of receiving Financial Advisor.
b. Smith Barney will consider the efforts made and results achieved by branch management to increase participation by female Financial Advisors in partnerships in the branch in determining the diversity component of Branch Manager compensation.
c. The Industrial Psychologist shall review and, if appropriate, make recommendations to promote equitable participation of female Financial Advisors in partnerships and teams. These recommendations shall be made in accordance with Section F.2. below.
d. For purposes of a Financial Advisor’s or FAA’s Power Rankings, Smith Barney will count partnership assets under management based on the percentage of the commission split specified in the Joint Production Agreement.
e. All Joint Production Agreements will include a plan for the distribution of partnership assets in the event of the partnership’s or team’s dissolution.
f. The Diversity Monitor will review female FA participation in partnerships and will receive information from Smith Barney about partnership splits based on gender and the value of assets under each partnership based on gender. The Diversity Monitor will receive copies of any complaints made to Smith Barney management or its legal counsel by

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female Financial Advisors regarding any aspect of partnerships. The Diversity Monitor will be advised of any partnership dissolution involving a female Financial Advisor.
8. Leads, Call-ins, and Walk-ins a. Each Branch Office shall implement a “Financial Advisor of the
Day” program. Pursuant to this program, all client prospects who either walk in or telephone the branch and who are seeking a Financial Advisor shall be directed to the Financial Advisor serving as the Financial Advisor of the Day. The daily assignments shall be made alphabetically and announced on a monthly basis on or before the last day of the preceding month. The monthly roster shall be posted in a conspicuous location within the branch where all other Firm policies are posted. Participation among eligible Financial Advisors shall be voluntary each month.
b. Each Financial Advisor of the Day shall complete a “Financial Advisor of the Day Activity Log,” which will detail all telephone calls and walk-in prospects fielded by the Financial Advisor and the disposition of each. The logs shall be maintained within the branch in a Financial Advisor of the Day file for the duration of the Decree.
c. If a prospect insists on speaking to the Branch Manager, the Branch Manager will direct the individual to the Financial Advisor of the Day. If the Branch Manager determines that the Financial Advisor of the Day is not qualified to handle the prospect’s account based on legitimate business reasons, the Branch Manager shall direct the prospect to other qualified Financial Advisor(s), which decision shall be documented by the Branch Manager and available to the Diversity Monitor in accordance with the procedure described in paragraph 8.d. below. Customer preference based on bias against women shall not be a legitimate reason for a prospect to be directed away from the Financial Advisor of the Day,

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provided, however, that Smith Barney shall have no obligation to inquire as to or otherwise attempt to discover the reason why a prospective client elects not to work with a particular Financial Advisor.
d. If the Branch Manager determines that the Financial Advisor of the Day is not qualified to handle a walk-in or a call-in prospect, the Branch Manager shall complete an exception report specifying the reason why the Financial Advisor of the Day was not selected. The Diversity Monitor shall receive this exception report.
e. All Financial Advisors who are in good standing shall be eligible to be Financial Advisor of the Day. Producing Branch Managers may participate in the Financial Advisor of the Day program to the same extent as Financial Advisors, except they too must comply with the process described in this Section 8, including use of exception reports described in paragraph 8.d. above, and may receive leads, call-ins, and walk-ins only when they are the designated Financial Advisor of the Day.
f. Unauthorized failure to perform Financial Advisor of the Day obligations as designated shall render a Financial Advisor ineligible to participate in the Program for a period of six (6) months. The branch shall maintain a list of those Financial Advisors who elect not to participate or who otherwise were ineligible.
D. Development Opportunities. Smith Barney shall work with the Industrial Psychologist to develop workplace
initiatives designed to retain women at Smith Barney as Financial Advisors, and to enhance their success, including targeted mentoring and training. Training and mentoring may include, but is not limited to, training, conference calls, online courses, and in-person seminars. The Industrial Psychologist, if appropriate, shall make recommendations to promote equitable participation of

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female Financial Advisors in development opportunities. These recommendations will be made in accordance with Section F.2. below.
Smith Barney additionally agrees to provide exit questionnaires to Financial Advisors who terminate voluntarily in order to gain a better understanding as to the reason for the departures. The exit questionnaires submitted by female Financial Advisors shall be available to the Industrial Psychologist and the Diversity Monitor, who shall report his or her findings to Human Resources.
Smith Barney agrees to maintain its commitment to its female broker networking meetings.
E. Complaint Process and Training. The complaint process, including Smith Barney’s prohibition against retaliation,
as provided in the Non-Discrimination and Anti-Harassment Policy, shall be communicated in writing to all Financial Advisors upon hire, and annually to all Financial Advisors. New hires shall be required to submit an acknowledgment of receipt of this communication.
Smith Barney will provide its Human Resources staff with appropriate training regarding compliance with state, federal, and local EEO laws; Smith Barney’s antidiscrimination and harassment policies; and this Settlement Agreement.
Smith Barney will provide its Human Resources staff with appropriate training regarding best practices for complaint investigation and resolution. Human Resources will be trained to treat all complaints or inquiries as confidentially as possible and to carry out their duties in a manner consistent with the law. In addition, Human Resources will implement controls designed to ensure that only employees or managers with a need-to-know will be advised of a complaint or investigation. If Human Resources decides that it must inform any

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employees or managers of the identity of the complainant, Human Resources will notify the complainant in advance that her/his identity will be released and to whom it will be released. In all instances, upon being informed of a complaint or investigation, the employees and managers so informed will be reminded of Smith Barney’s policy against retaliation.
Smith Barney will retain documents sufficient to show complaints of sex discrimination, sex bias, and/or retaliation related to such complaints for the term of the Settlement Agreement. This includes, but is not limited to, complaints made directly to in-house or outside counsel. Smith Barney will provide copies of all sex discrimination, sex bias, and retaliation complaints, as well as copies of the Complaint Log and Legal Complaint Log to the Diversity Monitor on a quarterly basis.
F. Appointments. 1. Diversity Monitor The parties shall jointly appoint a Diversity Monitor. The Diversity Monitor shall
be external to and independent of Smith Barney, but will report directly to the CEO of Global Wealth Management. The Diversity Monitor shall monitor Smith Barney’s efforts to carry out the terms of the Settlement Agreement. This shall include the following:
a. The Diversity Monitor will receive quarterly reports regarding complaints of female Financial Advisors alleging sex discrimination, sex bias, or retaliation and the resolution of investigations of such complaints through any Smith Barney ADR program.
b. The Diversity Monitor will review reports by the Company on the diversity-related annual assessment process for Branch Managers, including the self-assessments completed by Branch Managers, and annual data and information provided by the Company related to the diversity component of each Branch Managers’ compensation.

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c. The Diversity Monitor shall review reports on exceptions to the account distribution system being made in the branches, including information on the identity of the branches, the branch managers who approved the exceptions and an explanation of the exceptions.
d. On an annual basis, the Diversity Monitor will review up-front bonuses, forgivable loans and other transitional compensation packages that Smith Barney provided to lateral recruits, and will report on these records to the Industrial Psychologist. In addition, the Diversity Monitor will receive a copy of the summaries set forth in Section C.5.b above and in connection with management approval of any forgivable loan provided to a lateral recruit and may interview the appropriate branch manager about the rationale for any up-front bonuses, forgivable loans, or transitional compensation packages.
e. On an annual basis, the Diversity Monitor will review female FA participation in the Franchise Protection Program, both as retiring and receiving brokers, and will receive information from Smith Barney semi-annually about the gender of persons receiving assets and the value of assets transferred.
f. On a semi-annual basis, the Diversity Monitor will review reports relating to redistributed accounts from partnerships including number of accounts, FA revenue, asset value and gender of receiving Financial Advisor as well as female FA participation in partnerships and will receive information from Smith Barney about partnership splits based on gender and the value of assets under each partnership based on gender.
g. The Diversity Monitor will monitor bi-annual training of management on EEO policies, and policies against discrimination and retaliation, and ensure that the training agreed to was implemented.

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h. The Diversity Monitor will review exception reports regarding the Financial Advisor of the Day program.
i. The Diversity Monitor will review how Human Resources handles investigations and the resolution process for inquiries and complaints.
j. The Diversity Monitor will review the exit questionnaires completed by departing female Financial Advisors, as well as information regarding the retention of female Financial Advisors annually, and report his/her findings to Human Resources.
k. If the Diversity Monitor identifies issues of potential noncompliance, the Diversity Monitor will inform Smith Barney and Lead Class Counsel. In consultation with Lead Class Counsel, Smith Barney will take appropriate corrective action to address all instances of non-compliance with the provisions herein unless Smith Barney can show that corrective action would be inconsistent with legitimate business and client needs and objectives. If Lead Class Counsel disagrees with Smith Barney’s determination on the implementation of corrective action, Lead Class Counsel may initiate a meet and confer session with Smith Barney’s counsel and, if necessary, seek mediation, pursuant to Section J herein. Smith Barney shall inform the Diversity Monitor and Lead Class Counsel of any corrective action taken pursuant to this paragraph. Where potential non-compliance has been identified, the Diversity Monitor shall have the right to audit the activities in a branch, by reviewing documents, asking branch management to provide explanations and, if necessary, speaking to Financial Advisors in the branch, and the right to receive relevant information from Smith Barney headquarters upon reasonable request. Nothing herein shall alter or restrict Lead Class Counsel’s right to enforce this Settlement Agreement under the Dispute Resolution provisions of this Settlement Agreement, set forth in Section J below.

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l. The Diversity Monitor will provide reports to Lead Class Counsel and Smith Barney at least semi-annually regarding the items described in this Agreement to be monitored, including in Section F.1.a-k herein, and including the analysis of the account distribution system. The Diversity Monitor may report incidents of potential material noncompliance with this Settlement Agreement to Lead Class Counsel and Smith Barney on a more frequent basis.
m. The Diversity Monitor will maintain records for the term of this Settlement Agreement.
2. Industrial Psychologist a. The parties shall jointly appoint an Industrial Psychologist, who
shall work with Smith Barney and Class Counsel to develop innovative, meaningful, novel, stateof-the-art programs and, if appropriate, to make recommendations concerning:
i. The production and earnings of female Financial Advisors, including policies and practices with respect to training, development, mentoring, and businessrelated allocations;
ii. Participation of female Financial Advisors in the Franchise Protection Program, both as retiring Financial Advisors and as receiving Financial Advisors;
iii. Participation of female Financial Advisors in partnerships and teams, including commission splits between male and female partners, and dissolution of partnerships and teams;
iv. Up-front bonuses, forgivable loans, and other transitional compensation packages offered to lateral recruits;

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v. Policies and practices with respect to training, development, and mentoring for female Financial Advisors. Training and development may include, but is not limited to, training, conference calls, online courses, and in-person seminars;
vi. Participation of females in Smith Barney’s branch management assessment program and in branch management; and
vii. A mentoring program for all Financial Advisors.
b. The Industrial Psychologist shall review the actual implementation of the programs, policies, and initiatives that Smith Barney is obligated to undertake by virtue of this Agreement and shall, on an annual basis, report the results of this review to the Diversity Monitor. The Industrial Psychologist shall review on an annual basis the retention rates of women in the Financial Advisor position and shall report the results of this review to the Diversity Monitor.
c. The Industrial Psychologist shall present any recommendations to the members of Senior Management at Smith Barney who are most appropriate to address each issue. A copy of the recommendations will also be provided to Lead Class Counsel. All recommendations of the Industrial Psychologist will be designed to advance the purposes of this Settlement Agreement consistent with Smith Barney’s legitimate business needs and objectives. If Smith Barney does not agree with any such recommendations, but Lead Class Counsel still thinks they should be implemented notwithstanding Smith Barney’s objections, the Industrial Psychologist, along with Lead Class Counsel, will have the opportunity to present the recommendations to Smith Barney’s highest ranking officer overseeing FA compensation,

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currently the Director of Field Management. Smith Barney shall decide in good faith consistent with the purposes of this Settlement Agreement whether to implement such recommendations.
d. The Industrial Psychologist shall provide to the parties statistical analyses on the Power Ranking criteria. These analyses shall report on data at the 12, 20, 36 and 44 month intervals from the Effective Date. With the analysis, the Industrial Psychologist shall determine whether female brokers have received less than their pro rata share of distributed accounts, and if so, whether the difference is statistically significant. This determination shall be based on an aggregate comparison of (i) the value of the accounts distributed, based on their account value at the end of the month prior to their distribution; and (ii) the representation of men and women in the population of Financial Advisors in the retail brokerage division of Smith Barney, including only those brokers who were active within the time period being measured.
e. The Power Rankings may be changed at any time upon agreement between Smith Barney and Lead Class Counsel following a meet and confer process. If, following the meet and confer process, Lead Class Counsel do not agree to a change proposed by Smith Barney, Smith Barney may seek authority from Hunter R. Hughes, Esq. or another mutually selected mediator (the “Mediator”) to implement the proposed change(s) to the Power Ranking system, which authority will not be unreasonably withheld. To bring about such changes, Smith Barney must show to the satisfaction of the Mediator through the binding mediation outlined in paragraph c below that (a) the changes are necessary to comply with applicable law; or (b) each of the criteria they seek to change is having a significant adverse impact on Smith Barney's business and that the change(s) sought would not disadvantage female Financial Advisors or FAAs relative to the criteria being displaced.

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f. If, following either the 20 or 44 month reports, the Industrial Psychologist determines that female brokers have received less than their pro rata share of distributed accounts, and that the difference is statistically significant, then Lead Class Counsel may initiate a meet and confer session with Smith Barney’s counsel. If, in the judgment of Lead Class Counsel, the meet and confer does not result in a satisfactory resolution, Lead Class Counsel may request a hearing before the Mediator solely for the purpose of resolving whether there should be any change to the Power Ranking factors or any adjustment to their weight. Such a process shall be completed within 4 months under a schedule and with written submissions in a form determined by the mediator, but allowing at least twenty-one days for a response by the responding party (unless the responding party seeks shortened time for its own submission). Smith Barney shall pay the cost of such binding mediation. The Mediator shall review each party's submissions and make a final, non-appealable determination regarding whether there should be any change to the Power Ranking factors or any adjustment to their weight.
g. Subject to signing an appropriate confidentiality agreement, and upon reasonable advance notice, the Diversity Monitor and the Industrial Psychologist described in Sections F.1. and F.2. herein will have reasonable access to relevant documents, data, and Smith Barney employees. The Diversity Monitor and the Industrial Psychologist will be compensated by Smith Barney.
h. If it becomes necessary to replace the Diversity Monitor or the Industrial Psychologist, the parties shall select a replacement by mutual agreement.

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G. General Non-Discrimination Provisions. Pursuant to Smith Barney’s Non-Discrimination and Anti-Harassment Policy,
female Financial Advisors will enjoy terms and conditions of employment comparable to their male counterparts.
Smith Barney shall reaffirm its commitment to the following general policies using a method agreed to by the parties:
1. Prohibition against discrimination on the basis of sex in compensation and business opportunity allocations.
2. Prohibition against retaliation for reporting sex discrimination, participating in any Smith Barney ADR program, participating in this or any discrimination settlement, filing a lawsuit or complaint with any outside agency or entity alleging sex discrimination, or for refusing to participate in sex discrimination.
3. Smith Barney will reaffirm that its policy is, and has been, to prohibit reimbursement of business expenses that are directly or indirectly related to male-only entertainment establishments.
4. The parties agree that it shall be a violation of this Settlement Agreement for a Smith Barney supervisor to retaliate against any Class Member for her participation in the prosecution of the allegations contained in the charges underlying this Settlement or in the Settlement itself. Nothing in this Settlement will prevent a Class Member from pursuing whatever legal rights or remedies she otherwise may have with respect to any individual claim not covered by the claims released through this Settlement.

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H. Duration of the Settlement. The programmatic relief embodied in this Settlement Agreement and the
agreements incorporated herein shall remain binding on the parties and their agents and successors for a four-year period following the Effective Date. VIII. MONITORING
A. Data Collection. Smith Barney will collect data which will include, but not be limited to: (1) compensation of Financial Advisors; (2) partnerships between active Financial Advisors or partnerships between active and retiring Financial Advisors; (3) account distributions, defined to include all transfers of accounts from one Financial Advisor to another within Smith Barney such as those of retiring and deceased Financial Advisors, not just the distribution of the accounts of departing Financial Advisors; and (4) any other areas agreed upon by Smith Barney and Lead Class Counsel. Smith Barney will include several variables in its collection of this data, including but not limited to, gender, production and length of experience.
B. Monitoring System. Smith Barney, with input from the Industrial Psychologists and consent from Lead Class Counsel, will create and implement a system of monitoring compliance with each policy described herein, including, without limitation, the account distribution policy using the Power Ranking methodology.
C. Reports. Lead Class Counsel will receive semi-annual reports from the Diversity Monitor.

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D. Meetings. Smith Barney and Lead Class Counsel will meet at least once every six (6) months, beginning six months after the Effective Date, regarding compliance, and may confer more frequently at their discretion or as dictated by information either side gathers. IX. MONETARY RELIEF A. Settlement Fund. No later than ten (10) days after Preliminary Approval, Smith Barney shall pay by wire transfer to the Depository Bank, the sum of Thirty-three Million Dollars ($33,000,000) plus an amount equal to the daily LIBOR rate on that $33,000,000.00 calculated from December 14, 2007 to the date of deposit (“Settlement Sum”). The Settlement Sum will be placed in an interest-bearing account titled in the name of Smith Barney Financial Advisor Gender Discrimination Settlement Fund, a Qualified Settlement Fund organized and existing under the laws of the State of Florida, intended by the parties to be a “Qualified Settlement Fund” as described in Section 468B of the Internal Revenue Code of 1986, as amended, and Treas. Reg. Section 1.468B-1, et seq. This payment is made in order to satisfy the claims of the Named Plaintiffs and Class Members, as well as for other purposes identified in this paragraph. The monies so transferred, together with interest subsequently earned thereon, shall constitute the Settlement Fund. The Settlement Sum transferred into the Settlement Fund by Smith Barney shall, with the additional Employer Payroll Tax Payment described below, constitute the total settlement cash outlay by Smith Barney in connection with: (1) the resolution of this matter; (2) this Settlement Agreement (and attachments); and (3) the dismissal of this Action. Except as provided in Section IX.F.2. (i.e., employment taxes), this sum is inclusive of payment for: (a) all amounts paid to Class Members, including the Named Plaintiffs, which are to be distributed pursuant to Section IX.D, below; (b) the non-class claims of the Named Plaintiffs in an amount

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not to exceed $550,000; (c) all attorneys’ fees and costs awarded by the Court, including those in connection with securing court approval of the Settlement, and the claims process and monitoring by Class Counsel of the Settlement Agreement other than fees and costs awarded in connection with any successful proceeding to enforce the terms of this Settlement Agreement; (d) all costs in connection with the Settlement Fund including, but not limited to, those related to notice, claims processing, independent legal advice obtained by the Fund Administrator relating to the establishment of the Qualified Settlement Fund and tax treatment and tax reporting of awards to claimants, and preparation of the Fund’s tax returns (and the taxes associated with such tax returns as defined below); and (e) applicable federal, state and local income taxes, and all federal and state unemployment taxes required by law to be withheld and/or paid by Smith Barney. The Settlement Sum payment to the Settlement Fund does not include Smith Barney’s share of taxes or contributions (i.e., FICA, FUTA, SUTA and Medicare) which will be paid separately by Smith Barney to the Claims Administrator. Smith Barney shall, upon notice from the Claims Administrator as required in Section IX.F.2. below, remit any required tax payment to the Claims Administrator.
Nothing in the foregoing provisions of this Section, however, shall release Smith Barney from expending the resources required to fulfill its responsibilities under this Settlement Agreement.
B. Administration by Trustee. The Claims Administrator shall serve as Trustee of the Settlement Fund and shall act as a fiduciary with respect to the handling, management and distribution of the Settlement Fund. The Claims Administrator shall act in a manner necessary to qualify the Settlement Fund as a

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“Qualified Settlement Fund” under Section 468B of the Internal Revenue Code of 1986, as amended, and Treas. Reg. Section 1.468B-1, et seq., and to maintain that qualification.
C. Claims Filing Procedures for Settlement of Claims of Named Plaintiffs and Class Members.
Class Members shall be entitled to submit their Claim Forms to the Claims Administrator in accordance with the procedures set forth on the Claim Form. Any Class Member who previously released claims which would otherwise be covered by this Settlement Agreement, or who obtained a final judicial determination concerning claims that would otherwise be covered by this Settlement Agreement, is not eligible to receive a monetary award for those claims.
In order to be eligible for an award from the Settlement Fund, Class Members, including the Named Plaintiffs, must submit a Claim Form postmarked by the date established by the Court. The Claim Form shall be completed in its entirety to the extent applicable.
The Claims Administrator will provide counsel for Smith Barney and Smith Barney’s payroll department with the names and social security numbers of all Class Members who submitted Claim Forms (“Claimants”). The identity of the Claimants will not be disclosed to anyone at Smith Barney other than its counsel and those employees necessary to retrieve the information to be provided to the Claims Administrator under this Section. The content of the Claims Form will be kept confidential.
After receiving the Claimant information discussed in the paragraph above, Smith Barney, through its counsel, will provide the Claims Administrator with the dates each Claimant was employed by Smith Barney as a Financial Advisor. The Claims Administrator will provide that information to each Claimant. To the extent there is any disagreement relating to the accuracy of the information provided to the Claimants, the disagreement shall be resolved by the Claims Administrator.

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D. Claims Administrator Authority to Determine Award Eligibility. Within a reasonable time period after the date specified for receipt of the Claim Forms, the Claims Administrator shall render a determination as to the monetary award, if any, that should be paid to each Claimant from the Settlement Fund. Class Members who submit a Claim Form will be eligible to receive monies based on the Claimant’s length of tenure (e.g., weeks worked) at Smith Barney as a Financial Advisor, as well as upon information (if supplied by the Class Member) regarding termination because of gender-based discrimination. The Claims Administrator’s determination shall be final and not subject to review by, or appeal to, any court, mediator, arbitrator or other judicial body, including without limitation this Court. As will be reflected in the final order approving this Settlement, Smith Barney and Class Counsel shall have no responsibility, and may not be held liable, for any determination reached by the Claims Administrator. The total amount of such awards shall not exceed the net amount of the Settlement Fund after all costs and Class Counsel’s attorney’s fees, as discussed in Section IX.A. above, are considered. Following his or her determination as to the monetary award, if any, that should be paid to each Claimant from the Settlement Fund, the Claims Administrator shall send a Notice of Award to each eligible Claimant, along with a Named Plaintiff Release or a Class Member Release, whichever is applicable. Within a reasonable time period after receipt of an executed Named Plaintiff Release from a Named Plaintiff or an executed Class Member Release from a Class Member, the Claims Administrator shall send the Named Plaintiff or Class Member her award payment. Any Named Plaintiff who does not execute and timely deliver an executed Named Plaintiff Release, and any Class Member who does not execute and timely deliver an executed Class Member Release to the Claims Administrator within six (6) months of the date

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the Notice of Award was mailed to her shall be ineligible for, and forever barred from receiving, monetary relief under this Settlement Agreement, even if said Named Plaintiff or Class Member has not opted out. Any undistributed funds that remain after six (6) months from the mailing of the Notice of Award due to uncashed checks shall be distributed to 501(c)(3) organizations advancing career opportunities for women, including career opportunities in the financial services industry, as jointly selected by Lead Class Counsel and Smith Barney.
The Claims Administrator shall maintain the distribution plan and allocation list for a period of five (5) years. Smith Barney shall have access to individual allocation amounts only upon written notice to Class Counsel and a showing of good cause (e.g., actual or threatened litigation by a Claimant). Any dispute as to whether good cause exists for such a requested disclosure shall be resolved through the Dispute Resolution process set forth in Section III.J of this Settlement Agreement.
E. Confidentiality Regarding Amount of Monetary Award. All Claimants receiving monetary awards will be required to keep the amount of their award confidential.
F. Non-Admissibility of Fact of Award (or Non-Award). Except to the extent that it would constitute a set off in an action for damages claimed for any period covered by this Settlement, neither the fact nor the amount of an award, nor the fact of any non-award, shall be admissible in any other proceeding for any purpose other than to enforce a Named Plaintiff Release or a Class Member Release executed in accordance with the claims process, nor shall it be deemed to be a finding as to the merits of any claim.

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G. Tax Treatment 1. Qualified Tax Status and Tax Responsibilities.
The Settlement Fund shall be established as a Qualified Settlement Fund within the meaning of Section 468B of the Internal Revenue Code of 1986, as amended, and Treas. Reg. Section 1.468B-1, et seq., and shall be administered by the Claims Administrator under the Court’s supervision. Smith Barney shall hereby be deemed to have made an election under Section 468B of the Revenue Code to have the Fund treated as a “qualified settlement fund.” Smith Barney shall timely furnish a statement to the Trustee that complies with Treasury Regulation § 1.468B-3(e) and shall attach a copy of the statement to its federal income tax return that is filed for the taxable year in which Smith Barney makes the required payment(s) to the Settlement Fund. The parties shall cooperate to ensure such treatment and shall not take a position in any filing or before any tax authority inconsistent with such treatment.
2. Payment of Federal, State and Local Taxes. The parties recognize that the awards to eligible Claimants will be subject to applicable tax withholding and reporting, which will be handled as follows: The Claims Administrator shall serve as trustee of the Settlement Fund and shall act as a fiduciary with respect to the handling, management, and distribution of the Settlement, including the handling of tax-related issues and payments. Specifically, the Claims Administrator shall be responsible for withholding, remitting and reporting of the Claimant’s share of the payroll taxes from the Settlement Fund, and Smith Barney shall be responsible for the employer’s share of payroll taxes as set forth in this section. The Claims Administrator will establish, for tax purposes, the allocation of the payments made to Claimants to wages, interest, compensatory damages, or such other tax character of such payout as the Claims Administrator may determine, based on the principles set forth in Treas.

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Reg. §1.468B-4 by reference to the claims pursuant to which distributions are made and as if Smith Barney made such payments directly to Claimants.
The Claims Administrator shall inform Smith Barney in writing of the employer’s share of all taxes or contributions (i.e., FICA, FUTA, SUTA, and Medicare) required to be paid by Smith Barney. Smith Barney shall, within twenty (20) business days of such notice, remit all such payments (net of the credit for opt outs, if any, as provided for in Section IV.C.9. above) to the Claims Administrator for payment to appropriate taxing authorities (“Employer Payroll Tax Payment”).
The Claims Administrator shall be responsible for the timely reporting and remitting of the Employer Payroll Tax Payment to the appropriate taxing authorities and shall indemnify Smith Barney for any penalty arising out of an incorrect calculation and/or interest with respect to late deposit of the same. Subject to the Claims Administrator’s obligation to comply with applicable laws, the parties anticipate that any amounts designated as interest shall not be subject to withholding and shall be reported, if required, to the IRS and to the Claimants on Form 1099INT. The amounts paid for emotional distress shall not be subject to withholding and shall be reported to the IRS and to the Claimants on Form 1099.
Except with respect to the Employer Payroll Tax Payment, the Claims Administrator shall be responsible to satisfy from the Settlement Fund any and all federal, state and local employment and withholding taxes, including, without limitation, federal and state income tax withholding, FICA, FUTA, SUTA, Medicare and any state employment taxes. The Claims Administrator shall satisfy all federal, state, local, and other reporting requirements (including any applicable reporting with respect to attorneys’ fees and other costs subject to reporting), and

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any and all taxes, penalties and other obligations with respect to the payments or distributions from the Settlement Fund not otherwise addressed herein.
The Claims Administrator shall be responsible for procuring an executed Named Plaintiff Release and Form W-4 and Form W-9, and any other required tax forms, from each Named Plaintiff prior to making any monetary allocations to such Named Plaintiff. The Claims Administrator shall be responsible for procuring an executed Class Member Release and Form W-4 and Form W-9, and any other required tax forms, from each Class Member prior to making any monetary allocations to such Class Member.
All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed on Smith Barney with respect to income earned for any period during which the Settlement Fund does not qualify as a “Qualified Settlement Fund” for federal and state income tax purposes (hereinafter “Settlement Fund Taxes”), and (ii) expenses and costs incurred in connection with the operation and implementation of this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) any returns described herein or otherwise required to be filed pursuant to applicable authorities) (hereinafter “Settlement Fund Tax Expenses”), shall be paid out of the Settlement Fund. Further, Settlement Fund Taxes and Settlement Fund Tax Expenses shall be treated as a cost of the administration of the Settlement Fund. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraph.

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H. Smith Barney Has No Further Obligation, Liability or Responsibility. Other than Smith Barney’s responsibility for the employer’s share of payroll taxes as discussed in Section IX.G.2. above, Smith Barney shall have no withholding, reporting or any other tax reporting or payment responsibilities with regard to the Settlement Fund or its distribution to Class Members. Moreover, Smith Barney shall have no liability, obligation, or responsibility for the administration of the Settlement Fund, the determination of any formulas for disbursement, or the disbursement of any monies from the Settlement Fund except for (1) its obligation to pay the Settlement Sum specified in Section IX.A. no later than ten (10) days after Preliminary Approval; (2) its obligation related to the Employer Payroll Tax Payment as set forth in Section IX.G.2.; and (3) its agreement to cooperate in providing information which is necessary for Settlement administration set forth herein.
X. ATTORNEYS’ FEES, EXPENSES OF CLASS COUNSEL AND ADMINISTRATIVE EXPENSES. A. Class Counsel Fees and Costs. Class Counsel shall be entitled to apply to the Court for an award of attorneys’
fees, costs and expenses in a total amount not to exceed $6.5 million plus accrued interest as of October 1, 2008 for attorneys’ fees and an additional amount not to exceed $900,000 plus accrued interest as of October 1, 2008 for out of pocket costs and expenses, as well as $500,000 plus accrued interest as of October 1, 2008 for Class Counsel’s future work implementing and monitoring the Settlement during the 4-year term of the Agreement according to the following schedule: $200,000 one year from the Court order for final approval, and $100,000 for each of the three years thereafter.

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B. Smith Barney’s Non-Opposition. Smith Barney and its attorneys agree not to oppose any applications for attorneys’
fees, costs or expenses by Class Counsel as set forth in Section X.A.1. of this Settlement Agreement.
C. Timing of Fee Payment. Any attorneys’ fees, costs or expenses payable to Class Counsel shall be distributed from the Settlement Fund pursuant to the Settlement Agreement by the Claims Administrator serving as Trustee of the Settlement Fund. No distribution shall occur prior to the Effective Date. Smith Barney shall have no liability or other responsibility for the allocation of such attorneys’ fees among and between Class Counsel.
D. Satisfaction of Fee and Cost Obligations under the Settlement. Smith Barney’s payment of Class Counsel’s attorneys’ fees, costs and expenses as
described herein shall constitute full satisfaction of Smith Barney’s obligation to pay any person, attorney or law firm for attorneys’ fees, costs, and expenses incurred on behalf of the Settlement Class, and shall relieve Smith Barney from any other claims or liability to any other attorney or law firm or person for any attorneys’ fees, expenses and costs to which any of them may claim to be entitled on behalf the Settlement Class that are in any way related to the Released Claims.
E. Service Award. Class Counsel will seek and Smith Barney will not oppose Court approval for Service Awards of $50,000 to Named Plaintiffs Renee Amochaev, Deborah Orlando, and Kathryn Varner, and $35,000 to Named Plaintiff Ivy So for their participation in the prosecution and settlement of this case. This participation included each Plaintiff preparing for and then being

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deposed for 3 days, participating in responding to discovery requests, assisting counsel in developing strategy, and providing input into settlement discussions and the ultimate Settlement Agreement. Plaintiffs Amochaev, Orlando and Varner each joined the case at its inception (Plaintiff So joined one and one-half years later), participated in the initial press conference, and attended one or more mediation sessions with Smith Barney. All Plaintiffs reviewed the drafts of the Settlement Agreement and provided input, with several spending hours on line edits and substantive input. The proposed Service Awards will be in addition to Settlement Class benefits available to the Named Plaintiffs under the Agreement and are subject to Court approval.
XI. TERMINATION OF THE SETTLEMENT AGREEMENT If the number of Class Members who have duly requested exclusion from the Settlement
Class, in the manner provided in the Preliminary Approval Order, is equal to, or exceeds, the number in Appendix 2 filed under seal along with this Settlement Agreement, then Smith Barney shall have the right, for 20 days following the date specified in the Preliminary Approval Order for Class Members to submit written requests for exclusion from the Settlement Class, either to withdraw from and fully terminate this Settlement Agreement by providing written notice to Class Counsel and the Court, or not to withdraw from this Settlement Agreement and take the opt-out credit described below. The opt-out credit shall be a pro rata share of the Settlement Fund based on the number of Class Members who have opted out in relation to the total number of Class Members.
XII. CONFIDENTIALITY A. Documents and Information Produced by Smith Barney and Class Counsel. All proprietary and confidential documents or information that have previously been
provided to either Smith Barney or Lead Class Counsel as of the date this Settlement Agreement

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is executed, or which are produced by Smith Barney or Lead Class Counsel pursuant to any provision of this Settlement Agreement shall, unless otherwise agreed, be treated as, and thereafter remain, confidential. Said documents and information shall not be disclosed to anyone other than the mediator, arbitrator or the Court (pursuant to the protective order entered in this case) in connection with any proceeding to enforce any provision of this Settlement Agreement.
B. Return or Disposal of Confidential Documents and Information. All proprietary and confidential documents or information that have previously been provided to Lead Class Counsel or to Smith Barney as of the date this Settlement Agreement is executed, or which are produced by Smith Barney or Lead Class Counsel pursuant to any provision of this Settlement Agreement, shall be destroyed or returned to counsel pursuant to the protective order entered in this case.
XIII. GOVERNING LAW The parties agree that federal law shall govern the validity, construction and enforcement
of this Settlement Agreement. To the extent that it is determined that the validity, construction or enforcement of this Settlement Agreement is governed by state law, the law of the State of California shall apply.
This Settlement Agreement, including the Exhibits hereto, contains the entire agreement and understanding of the parties with respect to the Settlement. This Settlement Agreement does not impose any obligations on the parties beyond the terms and conditions stated herein. Accordingly, this Settlement Agreement shall not prevent or preclude Smith Barney from revising its employment practices and policies or taking other personnel actions during the term of this Settlement Agreement so long as they are consistent with this Settlement Agreement.

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XIV. OTHER CONDITIONS OF SETTLEMENT A. Exhibits. The Exhibits to this Settlement Agreement are material and integral parts hereof and are
fully incorporated herein by this reference.
B. Notices to Counsel. All notices to counsel required or desired to be given under this Settlement Agreement shall be in writing and by overnight mail and e-mail to lead counsel for the respective parties. Specifically, such notices shall be mailed to Kelly M. Dermody of Lieff Cabraser Heimann & Bernstein, LLP, Adam T. Klein of Outten & Golden, LLP, Cyrus Mehri of Mehri & Skalet, PLLC, for the Plaintiffs, and Jay Cohen of Paul, Weiss, Rifkind, Wharton & Garrison, LLP for Smith Barney at their respective addresses set forth below (or to such other address as any such party or counsel may designate in a notice).
C. Failure to Insist on Strict Compliance. The failure of any party to insist in any one or more instances on strict compliance with the terms and conditions hereof shall not be construed to be a waiver of remedies available with respect to any prior or subsequent breach.
D. Modifications to this Agreement. No material modifications to this Agreement may be made without written agreement of all parties and prior Court approval.

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E. No Drafting Presumption. All parties hereto have participated, through their respective counsel, in the drafting of this Settlement Agreement and, therefore, this Settlement Agreement shall not be construed more strictly against one party than another.
F. Dispute As To Meaning of Agreement Terms. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Settlement Agreement or any Exhibit hereto, or in the event of a claimed breach of the Settlement Agreement, the parties agree that such dispute will be resolved and adjudicated only in accordance with the dispute resolution provisions of Section XIV.L. of this Settlement Agreement.
G. Interpretation of Terms. Whenever possible, each provision and term of this Settlement Agreement shall be interpreted in such a manner as to be valid and enforceable.
H. Severability If any portion of this Settlement Agreement is judged to be unenforceable, the remainder of the Agreement shall continue to be valid and enforceable.
I. Paragraph and Section Headings. Paragraph and section headings are for convenience of reference only and are not intended to create substantive rights or obligations.
J. Counterparts. This Settlement Agreement may be executed in counterparts. Each signed counterpart together with the others shall constitute the full Settlement Agreement.

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K. Agreement Binding. As of the date on which counsel for the parties execute this Settlement Agreement, this Settlement Agreement will be binding in all respects, unless it is terminated as set forth in Section XI, or unless the Court fails to approve this Settlement Agreement and the Settlement Agreement is thus vacated. This Settlement Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, dependents, executors, administrators, trustees, legal representatives, personal representatives, agents, successors and assigns; provided, however, that this Settlement Agreement shall not inure to the benefit of any third party.
L. Enforcement. 1. Enforcement of this Settlement Agreement shall be prosecuted by Lead
Class Counsel or counsel for Smith Barney only, not third parties. Lead Class Counsel shall meet and confer with counsel for Smith Barney prior to commencement of any enforcement proceedings.
2. The parties will work diligently and in good faith to resolve all disputes that may arise during the term of this Settlement Agreement concerning the rights, obligations and duties of the parties to the Settlement Agreement. In the event the parties cannot agree, the parties will attempt to resolve the dispute with the facilitation of Hunter R. Hughes, Esq. or another mutually selected mediator whose services shall be paid for by Smith Barney.
3. Any enforcement proceedings related to or arising out of this Settlement Agreement will be resolved and adjudicated only by the Honorable Phyllis J. Hamilton of the United States District Court for the Northern District of California, or by any other judge to whom this case subsequently may be assigned, unless otherwise provided in this Settlement Agreement.

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Exhibit A

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THIS IS A NOTICE OF A PROPOSED CLASS ACTION SETTLEMENT FROM THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO / OAKLAND DIVISION

RENEE FASSBENDER AMOCHAEV, DEBORAH ORLANDO, KATHRYN N. VARNER and IVY SO, on behalf of themselves and all others similarly situated,

Plaintiffs, v.

CITIGROUP GLOBAL MARKETS, INC., d/b/a SMITH BARNEY,

Defendant.

Case No. C-05-1298 PJH

NOTICE OF CLASS ACTION, PROPOSED SETTLEMENT AGREEMENT, AND SETTLEMENT HEARING
IF YOU ARE FEMALE AND WERE EMPLOYED AS A FINANCIAL ADVISOR OR FINANCIAL CONSULTANT WITH CITIGROUP GLOBAL MARKETS, INC., d/b/a SMITH BARNEY OR ITS PREDECESSOR(S) IN THE UNITED STATES BRANCHES OF SMITH
BARNEY’S RETAIL BROKERAGE DIVISION AT ANY TIME FROM AUGUST 30, 2003 THROUGH MARCH 1, 2008 OR ARE A FEMALE AND WERE EMPLOYED AS A
FINANCIAL ADVISOR WITH CITIGROUP GLOBAL MARKETS, INC., d/b/a SMITH BARNEY OR ITS PREDECESSOR(S) IN THE CALIFORNIA BRANCHES OF SMITH BARNEY’S RETAIL BROKERAGE DIVISION FROM JUNE 25, 2003 THROUGH MARCH 1, 2008, A PROPOSED CLASS ACTION SETTLEMENT MAY AFFECT YOUR RIGHTS.
A federal court has authorized this Notice. This is not a solicitation from a lawyer.
Please read this Notice carefully and fully. This Notice describes a proposed settlement and related matters, including the procedures for seeking monies from a Settlement Fund.
This Notice is intended to inform you about the terms of a proposed settlement (the “Settlement”) of a pending legal action and your rights in connection with this Settlement. This Notice describes the steps you must take to be eligible to receive Settlement Fund monies if this Settlement is finally approved by the Court. If you do not wish to be part of the class, this Notice details the steps you must take to be excluded from the class.
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General Overview

Renee Fassbender Amochaev, Deborah Orlando, Kathryn N. Varner and Ivy So (“Plaintiffs”), former Financial Advisors, on behalf of themselves and all other current and former Smith Barney female Financial Advisors, have sued Citigroup Global Markets, Inc. d/b/a Smith Barney (“Smith Barney” or “the Company”) for gender discrimination. After extensive discussions, the Plaintiffs and the Company have agreed on the terms of a Settlement.
Smith Barney denies that it has done anything wrong, and the Court did not make a determination on that issue. However, the Company has agreed to be bound by the terms of this Settlement.
The Court has reviewed the Settlement and has given it preliminary approval. Before deciding whether to grant final approval to the Settlement, the Court wishes to inform you of the general terms of the Settlement, what actions you need to take to participate in the monetary provisions of the Settlement, and of your rights to opt-out of the monetary relief portion of the Settlement or to object to the Settlement, if you would like to do so.
• The Court has allowed the following Class to assert claims for monetary relief: All women employed as Financial Advisors with Smith Barney in (i) the United States branches of Smith Barney’s Retail Brokerage Division at any time from August 30, 2003 through March 1, 2008 or (ii) in the California branches of Smith Barney’s Retail Brokerage Division at any time from June 25, 2003 through March 1, 2008 The Class does not include, among others: (i) brokers in Smith Barney’s Financial Life Services (FLS) program, (ii) Smith Barney’s bank-based advisors; or (iii) Financial Advisor Associates. If you fit one of the above definitions, then you are a Class Member. This Notice will explain the terms of the Settlement that will be presented to the Court for final approval. If the Court grants final approval to the Settlement, the changes to be made to the Company’s policies and practices, known as “programmatic relief,” will apply to all women who are currently employed as Financial Advisors in the United States branches of Smith Barney’s Retail Brokerage Division, including Class Members who opt-out of the Settlement. It is not possible to opt-out of the programmatic relief portion of the Settlement. If, after reviewing the terms of the Settlement you would like to participate in the Settlement by making a claim for monetary relief, then you must fill out the attached Claim Form. If you want to opt-out of the Settlement and not receive any monetary relief through this Settlement, or you want to object to the Settlement before the Court, this Notice will describe the procedures to do so. The Court will hold a Settlement Hearing to consider whether the Settlement is fair, reasonable, and adequate, and to decide whether to give final approval to this Settlement. The hearing will be held at 9:00 a.m. on August 13, 2008, in the courtroom of the Honorable Phyllis Hamilton at the United States District Court for the Northern District of California, Courtroom 3, U.S. Courthouse, 450 Golden Gate Avenue, San Francisco, California 94102. If the Court grants final approval of the Settlement after the Settlement Hearing, the Court’s judgment will be final and binding. • You are not required to appear at the hearing. If you are a Class Member you will be represented by attorneys for the Class at no cost to you. If you wish to opt-out of the Settlement Class, you must submit a request to opt-out in writing by the July 7, 2008 deadline, but you do not need to appear at the hearing. If you wish to object to the Settlement, you must submit a written objection by the July 7, 2008 deadline. Those who wish to object to the Settlement may present their objection in writing only, or may, in addition to a written objection, appear and be heard by the Court, either by yourself or, at your own expense, with an attorney of your choice. If you wish to remain a Class Member and to have an opportunity to receive a share of the monetary relief you must return the attached Claim Form postmarked no later than September 17, 2008. If you wish to opt-out and exclude yourself from the Settlement, your opt-out request must be

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received by July 7, 2008. If you wish to object to the Settlement, your objection must be received by July 7, 2008. For additional information, you may visit: http://www.genderlawsuitagainstsmithbarney.com.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS LAWSUIT

Submit a Claim Form The only way to be eligible to receive money from the Settlement.

Do Nothing

Stay in this lawsuit. Receive no money from the Settlement. Give up certain rights. By doing nothing, you will not receive any money from the Settlement Fund, and you give up any right to pursue claims against Smith Barney separately about the gender discrimination claims covered by the Settlement.

Ask to Be Excluded (Opt-Out)

Opt out of the Settlement Class (opt-out). Receive no money from the Settlement Fund. Keep any rights you might have to pursue monetary claims against Smith Barney separately. If you ask to be excluded from the Settlement Class, you will not be eligible to receive any money from the Settlement, but you will keep any rights you might have to pursue claims involving the same issues in this lawsuit against Smith Barney separately.

Object

Write to the Court about why you don’t think the settlement is fair to the class. If you do not opt out, you may object to the Settlement whether or not you submit a Claim Form.

Go to the Hearing

You may, but are not required to, ask to speak in Court about the fairness of the Settlement.

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WHAT THIS NOTICE CONTAINS 1 Purpose of this Notice......................................................................................................... 4 2 Background: About the Lawsuit ......................................................................................... 4 3 Class Definition—You are Part of the Class ...................................................................... 5 4 Summary Of Settlement Terms .......................................................................................... 6 5 Settlement Hearing............................................................................................................ 14 6 How to Proceed: Your Options......................................................................................... 15 7 Release ..............................................................................................................................18 8 How Will My Settlement Award Be Calculated?............................................................. 19 9 The Lawyers Representing You And The Class............................................................... 20 10 Payments to Named Plaintiffs..……….. .......................................................................... 21 11 Getting More Information................................................................................................. 22

BASIC INFORMATION

1. Purpose of this Notice
The purpose of this Notice is to inform you about this litigation, the certification of a class (the “Class”), the terms of a proposed settlement (the “Settlement”), and your rights in connection with a hearing to be held before the Court on August 13, 2008, to consider the fairness, reasonableness, and adequacy of the Settlement and related matters. This Notice also describes the steps to be taken by those who wish to be excluded from the Class and, for those who remain Class Members, the steps necessary to seek a share in the distribution of the Settlement Fund in the event the Settlement is approved by the Court.
2. Background: About the Lawsuit
On March 31, 2005, Plaintiffs Renee Fassbender Amochaev, Deborah Orlando and Kathryn N. Varner filed a lawsuit in federal court in San Francisco. The Plaintiffs alleged, among other things, that they were subjected to gender discrimination. On November 29, 2006, Plaintiff Ivy So joined that complaint. Specifically, Plaintiffs allege discrimination by Smith Barney against female Financial Advisors (formerly referred to as “Financial Consultants”) in compensation, account distributions, partnerships, acquisition of books of business of retiring Financial Advisors, and other business opportunities that were not afforded to female Financial Advisors in a manner equal to their male counterparts. Plaintiffs also claim that Smith Barney terminated them and denied them equal terms and conditions of employment.

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Because these Plaintiffs brought this action on behalf of a group, or “class” of female Financial Advisors who have similar claims, they filed the case as a “class action,” and are referred to as “Named Plaintiffs.”
You can read all of the Plaintiffs’ claims in the Plaintiffs’ Amended Complaint, which can be found at http://www.genderlawsuitagainstsmithbarney.com.
Smith Barney denies that it discriminated against female Financial Advisors or that it otherwise did anything wrong. The Company maintains that female Financial Advisors were compensated pursuant to a production-based system that treats similarly situated male and female Financial Advisors equally. Smith Barney also maintains that female Financial Advisors were not terminated or denied equal terms and conditions of employment on the basis of their gender. Smith Barney maintains that it does not allow or condone discrimination against female Financial Advisors and that it is an equal opportunity employer. By entering into the proposed Settlement, Smith Barney does not admit any wrongdoing.
The Settlement resolves claims of gender discrimination in compensation and other terms and conditions of employment, including those brought under Title VII of the Civil Rights Act of 1964 and, with respect to California Class Members, the California Fair Employment and Housing Act, Cal. Gov’t Code § 12940. The Settlement also resolves any and all individual, non-class claims the Named Plaintiffs made or could have made in the First Amended Complaint or in their EEOC charges. The Court has not made and will not make any determination regarding whether or not Smith Barney discriminated against female Financial Advisors. This Notice should not be regarded as an expression of any opinion by the Court on the merits of any claims or defenses of the Parties. No trial has occurred. There has been no finding or determination by the Court that Smith Barney has violated any law or obligation, or that, in the event that the Settlement does not become effective, a recovery could or could not be made by the Named Plaintiffs or other members of the Class. Because the Named Plaintiffs and the Company together came to the Court to ask that the Court approve the Settlement that the two sides agreed to, the Court will simply examine the Settlement Agreement to determine whether or not it is fair, adequate and reasonable.
The Court has reviewed the Settlement and has preliminarily approved it as being fair, adequate and reasonable. Before deciding whether to give the Settlement final approval, the Court wishes to inform you of the general terms of the Settlement and of your right to comment on the Settlement, if you so desire, as well as your right to opt-out, or be excluded, from participating in the Settlement.
3. Class Definition—You are Part of the Class
You are a member of the Class affected by the Settlement if you fit within this definition:
All women employed as Financial Advisors in (i) the United States branches of Smith Barney’s Retail Brokerage Division at any time from August 30, 2003 through March 1, 2008, or (ii) the California branches of Smith Barney’s Retail Brokerage Division at any time from June 25, 2003 through March 1, 2008. Excluded from the Class are, among others: (i) brokers in Smith Barney’s Financial Life Services (FLS) program, (ii) Smith Barney’s bank-based advisors; or (iii) Financial Advisor Associates.

If you received this Notice in a mailing addressed to you, then Smith Barney’s records show that you were employed by Smith Barney as a Financial Advisor in the United States branches of Smith Barney’s Retail Brokerage Division at some time from August 30, 2003 through March 1, 2008 or employed by Smith Barney as a Financial Advisor in the California branches of Smith Barney’s Retail

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Brokerage Division at any time from June 25, 2003 through March 1, 2008. Therefore, you are considered a Class Member. You have legal rights and options that you may exercise before the Court finally approves the Settlement.

Do I Have to Be Part of this Lawsuit?

You may exclude yourself from, or “opt-out” of, the Settlement. If you do so, you will not be required to give up any legal rights that you would otherwise have to sue Smith Barney individually for gender discrimination, and you will not be permitted to share in the monetary portion of the Settlement. Information about how to opt-out is included below. You may not exclude yourself from the programmatic relief provisions of the Settlement. If the Court approves the Settlement, you will be bound by the programmatic relief provisions of the Settlement even if you opt-out of the Settlement Class.

4. Summary Of Settlement Terms

What Are the Terms of the Settlement?

The Settlement requires Smith Barney to establish a Settlement Fund and to implement changes to its policies and practices. The programmatic portions of the Settlement will last for four years.

The Settlement Fund

Following preliminary approval of the Settlement, Smith Barney will deposit Thirty-Three Million Dollars ($33,000,000) plus an amount equal to the daily LIBOR rate on that $33,000,000 calculated from December 14, 2007 to the date of deposit (“Settlement Sum”). The Settlement Fund will be deposited into an interest bearing account. The Settlement Fund is expected to accrue sufficient interest prior to distribution to the Class to cover all or virtually all of the payments to the Named Plaintiffs for service awards and non-class claims. In addition, a portion of the Settlement Fund will be used to reimburse costs and expenses of the litigation, pay Class Counsel’s fees as awarded by the Court, and pay for the administration of the settlement process. The remainder of the Settlement Fund will be distributed to the eligible Named Plaintiffs and Class Members who submit Claim Forms to compensate them for the asserted claims.

What Does Smith Barney Have to Do Under the Settlement?

Smith Barney has agreed to implement various revisions to its policies and practices. These revisions are intended to further enhance opportunities for employment, earnings and advancement of female Financial Advisors, and to further promote a workplace that is fair for all employees. It is expected that these programs will benefit female Financial Advisors at Smith Barney and increase their earnings potential. These benefits are in addition to the Thirty-Three Million Dollars ($33,000,000) plus interest in the Settlement Fund.

Under the Settlement, Smith Barney will make the following revisions to its policies and practices, or perform the following tasks, during the four-year term of the Settlement Agreement:

Communications

A.
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B. The CEO of Global Wealth Management shall issue a statement annually in support of the policy. The policy shall be available on the Firm’s intranet site and will be incorporated into various other Firm policies, including its Code of Conduct and its Internet and Electronic Communications Usage Policy.

C. The Non-Discrimination, Anti-Harassment and Anti-Retaliation Policies and the behaviors they seek to promote and prevent shall be the subject of mandatory training that all employees will be required to complete upon hire.

Branch Management Mobility

A. All available branch management positions (including minimum requirements for qualification) will be posted for a minimum of five (5) business days for Financial Advisors who either: (i) have successfully completed the branch management assessment program, or (ii) are already in branch management and request to be informed of new management job postings. Either the hiring manager or Human Resources will follow up with each applicant/candidate in a timely manner.

B. Smith Barney shall develop and implement a computerized system to generate an electronic mail notification of new management job postings to Financial Advisors who either: (i) have successfully completed the branch management assessment program, or (ii) are already in branch management and request to be informed of new management job postings. Smith Barney shall post a written description of the branch management assessment program and the criteria for admission on the Firm’s intranet site.
C. An Industrial Psychologist shall be jointly appointed. The Industrial Psychologist shall review Smith Barney’s branch management assessment program and, if appropriate, make recommendations for increasing the participation of females in the branch manager assessment program (including review of the criteria for admission) and in branch management.

D. Smith Barney shall provide all management personnel with diversity training no less than every other year. The format of such training may vary from jurisdiction to jurisdiction depending on the relevant legal requirements. However, all managers shall, at a minimum, be required to complete an interactive, customized, e-learning training program.

E. Branch Manager compensation shall be revised to include a diversity component designed to measure and reward efforts at diversifying representation rates in the Financial Advisor position. Smith Barney shall develop and implement a standardized annual process whereby Branch Managers shall be required to report on their efforts and results in promoting a diverse workforce and whereby senior Smith Barney management will review these efforts and take them into account when determining the diversity component of each Branch Manager’s compensation.
Account Distribution

A. The Power Ranking system, which will be used to determine account distributions, will be provided to each Financial Advisor and Financial Advisor Associate (“FAA”) upon hire and will be available to all Financial Advisors and FAAs electronically. Smith Barney will provide notice to Financial Advisors and FAAs regarding any modification to the Power Ranking methodology.

B. Smith Barney will also inform each Financial Advisor and FAA of her or his individual ranking

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at the time any distribution is made. The actual distribution of a departing Financial Advisor’s book will be made available to all Financial Advisors and FAAs in the Branch.

C. All Power Ranking factors that measure performance from the previous twelve-month period will be adjusted to encompass a 12-month period exclusive of absence for parental leave or short-term disability leave.

D. Smith Barney senior management will issue a comprehensive account distribution policy statement, which shall include policies covering the distribution of the accounts of departing Financial Advisors, retiring Financial Advisors (other than accounts distributed through the Franchise Protection Program), departing partners, and leads, call-ins, and walk-ins. This policy statement will be sent via email to all field employees. It will also be posted on Smith Barney’s intranet site and shall include a prohibition on discrimination. In addition, Smith Barney will train all current Branch Managers on account distribution policies and procedures at the time the settlement becomes effective, and will similarly train all new managers that are subsequently hired.

E. Branch Managers shall have discretion to disqualify a Financial Advisor from an account distribution for improper conduct; provided, however, that where such an exception to the Power Ranking process is made, it shall be documented by the Branch Manager or his/her designee in writing and included in the quarterly reports on exceptions provided to the Diversity Monitor. Financial Advisors and FAAs will not be eligible for an account distribution if they: (1) have voluntarily opted-out of the distribution; (2) are not in the product specialty group to which the distributed accounts belong (e.g. IIG/IFG); or (3) are on parental or short-term disability leave at the time the account distribution is made.

F. Where an exception is made to the Power Ranking process for compliance purposes or to accommodate non-discriminatory client preferences, each individual exception shall be documented and kept for purposes of monitoring policy compliance and regularly reviewed by the Regional Director and the Diversity Monitor.

G. If a Financial Advisor or FAA receives an account through an exception, that Financial Advisor or FAA will not receive another account in the same distribution until every eligible Financial Advisor and FAA has first received an account from those accounts that come next in the ranking of accounts in that distribution; provided, however, that if that Financial Advisor or FAA is the only qualified Financial Advisor in the branch to service a later account in the distribution, that Financial Advisor or FAA shall receive that account even if not every eligible Financial Advisor and FAA has already received an account in the distribution, and such exception shall be documented. An individual Financial Advisor or FAA who does not receive a specific account as a result of an exception shall receive the next available account in the same distribution that he/she is qualified to service.

H. Smith Barney shall provide quarterly reports to the Diversity Monitor on exceptions being made in the branches. Branch Managers who are determined to have distributed an account pursuant to any improper exception shall receive an appropriate discipline.

I. Smith Barney shall enhance its technology to allow its account distribution process to be

computer automated. Account distributions will be made through this automated process subject

to exceptions to ensure compliance with regulatory requirements and non-discriminatory client

preferences. The results of all account distributions shall be stored and readily retrievable for

monitoring to ensure compliance with account distribution policies.

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J. If at any time during the term of this Settlement Agreement a dispute arises between Smith Barney and a Financial Advisor concerning any account distribution, such dispute shall—at the written request of the Financial Advisor—go through Smith Barney’s internal complaint process, which includes access to mediation. However nothing in the Settlement Agreement shall prevent any Class Member or Named Plaintiff from individually pursuing any legal claim not released under the Settlement through any applicable governmental agency, arbitration forum or court of law if she is otherwise entitled to do so, including, but not limited to, claims for race discrimination, age discrimination or non-economic damages arising from sexual harassment. If a Financial Advisor submits a gender-related complaint through Smith Barney’s alternative dispute resolution system, that person shall receive a written description of the ADR process—and a written notice indicating that the statutes of limitations on her/his legal claims will be tolled for 120 days from the date of his/her submission of the ADR complaint.

K. No changes to Smith Barney’s procedures for distributing accounts of departing Financial Advisors described in the Settlement Agreement shall apply to or affect: (i) Smith Barney’s Financial Life Services (FLS) program or any accounts transferred, or identified for transfer, to or from FLS; or (ii) accounts serviced by Smith Barney’s bank-based Financial Advisors.

L. The Industrial Psychologist shall review and, if appropriate, make recommendations for developing a standard and nationwide process for determining up-front bonuses, forgivable loans, and other transitional compensation packages given to lateral recruits. Any such recommendations shall be designed to promote equal opportunity in the receipt and amount of transitional compensation packages—after taking into consideration factors such as the lateral recruit’s production start date, production, assets under management, return on assets, product mix and any other legitimate factors.

M. To the extent that Smith Barney does not already have such a system, with input from the Industrial Psychologist, Smith Barney shall develop and implement a system to keep records of all up-front bonuses, forgivable loans, and other transitional compensation packages given to lateral Financial Advisor recruits. Smith Barney shall provide a summary of this information to the Diversity Monitor and Class Counsel. The Diversity Monitor will review and report on these records to the Industrial Psychologist.

N. The book of business formerly serviced by a retiring Financial Advisor who is not participating in the Franchise Protection Program will be distributed through the Power Ranking System. Smith Barney will consider the efforts made by branch management to increase participation by female Financial Advisors in the Franchise Protection Program in determining the diversity component of Branch Manager compensation.

O. The Industrial Psychologist shall review and, if appropriate, make recommendations to promote participation of female Financial Advisors in the firm’s Franchise Protection Program, including female Financial Advisors’ participation as retiring Financial Advisors and receiving Financial Advisors in the Franchise Protection Program. The Diversity Monitor will review female Financial Advisor participation in Franchise Protection Programs, both as retiring Financial Advisors and as receiving Financial Advisors, and will receive information from Smith Barney about the gender of persons receiving assets and the value of assets transferred.

P. Smith Barney shall collect data about the account distribution process and shall report such data to the Diversity Monitor, Industrial Psychologist and Class Counsel. As described below (under

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Industrial Psychologist), after the 20- and 44- month periods and subject to certain conditions, Class Counsel may initiate a binding dispute resolution process before a neutral mediator if they believe the system should be changed and Smith Barney disagrees. The parties may initiate changes on a more frequent basis by agreement.

Q. In the event that a Financial Advisor or FAA who is part of a team leaves Smith Barney, the team member(s) who remain at Smith Barney will presumptively retain the book of business formerly serviced by the departing Financial Advisor, provided that the remaining team member(s) is/are qualified to service those accounts. The Diversity Monitor shall receive semiannual reports from Smith Barney relating to redistributed accounts from partnerships, including number of accounts, Financial Advisor revenue, asset value, and gender of receiving Financial Advisor.

R. Smith Barney will consider the efforts made and results achieved by branch management to increase participation by female Financial Advisors in partnerships in the branch in determining the diversity component of Branch Manager compensation.

S. The Industrial Psychologist shall review and, if appropriate, make recommendations to promote participation of female Financial Advisors in partnerships and teams.

T. For purposes of a Financial Advisor’s or FAA’s Power Rankings, Smith Barney will count partnership assets under management based on the percentage of the commission split specified in the Joint Production Agreement.

U. All Joint Production Agreements will include a plan for the distribution of partnership assets in the event of the partnership’s or team’s dissolution.

V. The Diversity Monitor will review female Financial Advisor participation in partnerships and will receive information from Smith Barney about partnership splits based on gender and the value of assets under each partnership based on gender. The Diversity Monitor will receive copies of any complaints made to Smith Barney management or its legal counsel by female Financial Advisors regarding any aspect of partnerships. The Diversity Monitor will be advised of any partnership dissolution involving a female Financial Advisor.

W. Each Branch Office will implement a voluntary “Financial Advisor of the Day” program in which all client prospects who either walk in or telephone the branch and who are seeking a Financial Advisor shall be directed to the Financial Advisor serving as the Financial Advisor of the Day.

Development Opportunities

A. Smith Barney shall work with the Industrial Psychologist to develop initiatives designed to attract and retain women at Smith Barney as Financial Advisors, and to enhance their success. The Industrial Psychologist shall make recommendations to promote participation of female Financial Advisors in development opportunities.

B. Smith Barney will provide exit questionnaires to Financial Advisors who terminate their employment voluntarily in order to gain a better understanding of the reasons for each departure. The exit questionnaires submitted by female Financial Advisors shall be available to the Industrial Psychologist and the Diversity Monitor, who shall report his or her findings to Human Resources.

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C. Smith Barney will maintain its commitment to its female Financial Advisor networking meetings.
Complaint Process and Training
A. The complaint process will be communicated in writing to all Financial Advisors upon hire and annually.
B. Smith Barney will provide its Human Resources staff with appropriate training regarding compliance with state, federal, and local EEO laws; Smith Barney’s anti-discrimination and harassment policies; the Settlement Agreement; and the best practices for complaint investigation and resolution. Human Resources will be trained to treat all complaints or inquiries as confidentially as legally possible and to carry out their duties in a manner consistent with the law. In addition, Human Resources will implement controls designed to ensure that only noncomplaining employees or managers with a need to know will be advised of a complaint or investigation. If Human Resources decides that it must inform any employees or managers of the identity of the complainant, Human Resources will notify the complainant in advance that her/his identity will be released and to whom it will be released. In all instances, upon being informed of a complaint or investigation, the employees and managers so informed will be reminded of Smith Barney’s policy against retaliation.
C. Smith Barney will retain documents sufficient to show complaints of sex discrimination, sex bias and/or retaliation related to such complaints for the term of the Settlement Agreement. This includes, but is not limited to, complaints made directly to in-house or outside counsel. Smith Barney will provide copies of all sex discrimination, sex bias, and retaliation complaints, as well as copies of the Complaint Log and Legal Complaint Log to the Diversity Monitor on a quarterly basis.
Diversity Monitor
A. The parties will jointly appoint a Diversity Monitor who shall be external to and independent of Smith Barney, but will report directly to the CEO of Global Wealth Management.
B. The Diversity Monitor shall monitor Smith Barney’s efforts to carry out the terms of the Settlement Agreement. This shall include the following:

1. receiving quarterly reports regarding complaints of female Financial Advisors alleging sex discrimination, sex bias, or retaliation and the resolution of investigations of such complaints through any Smith Barney ADR program.
2. reviewing reports by Smith Barney on the diversity-related annual assessment process for Branch Managers, including the self-assessments completed by Branch Managers, and annual data and information provided by the Company related to the diversity component of each Branch Managers’ compensation.
3. reviewing reports on exceptions to the account distribution system being made in the branches, including information on the identity of the branches, the branch managers who approved the exceptions and an explanation of the exceptions.
4. annually reviewing up-front bonuses, forgivable loans and other transitional compensation packages that Smith Barney provided to lateral recruits, and reporting on these records to the Industrial Psychologist.

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5. receiving a copy of the summaries provided in connection with management approval of any forgivable loan provided to a lateral recruit and interviewing the appropriate branch manager about the rationale for any up-front bonuses, forgivable loans, or transitional compensation packages.
6. annually reviewing female Financial Advisor participation in Franchise Protection Programs, both as retiring Financial Advisors and as receiving Financial Advisors, and receiving information from Smith Barney semi-annually about the gender of persons receiving assets and the value of assets transferred.
7. semi-annually reviewing reports relating to redistributed accounts from partnerships, including the number of accounts, Financial Advisor revenue, asset value and gender of receiving Financial Advisor as well as female Financial Advisor participation in partnerships and receiving information from Smith Barney about partnership splits based on gender and the value of assets under each partnership based on gender.
8. monitoring bi-annual training of management on EEO policies, and policies against discrimination and retaliation, and ensuring that the training agreed to was implemented.
9. reviewing exception reports regarding the Financial Advisor of the Day program. 10. reviewing how Human Resources handles investigations and the resolution process for
inquiries and complaints. 11. reviewing the exit questionnaires completed by departing female Financial Advisors, as well
as information regarding the retention of female Financial Advisors annually, and reporting his/her findings to Human Resources. 12. identifying issues of potential non-compliance and reporting them to Smith Barney and Lead Class Counsel. 13. providing reports to Lead Class Counsel and Smith Barney at least semi-annually regarding the items described in this Agreement to be monitored. 14. maintaining records for the term of the Settlement Agreement.
C. If any instances of non-compliance with the provisions of the Settlement Agreement are identified by the Diversity Monitor, in consultation with Lead Class Counsel, Smith Barney will take appropriate corrective action to address them unless Smith Barney can show that corrective action would be inconsistent with legitimate business and client needs and objectives.
D. If Lead Class Counsel disagrees with Smith Barney’s determination on the implementation of corrective action, Lead Class Counsel may initiate a meet and confer session with Smith Barney’s counsel and, if necessary, seek mediation.
E. Smith Barney shall inform the Diversity Monitor and Lead Class Counsel of any corrective action taken. Where potential non-compliance has been identified, the Diversity Monitor shall have the right to audit the activities in a branch, by reviewing documents, asking branch management to provide explanations and, if necessary, speaking to Financial Advisors in the branch, and the right to receive relevant information from Smith Barney headquarters upon reasonable request.
Industrial Psychologist
A. The parties shall also jointly appoint an Industrial Psychologist, who shall work with Smith Barney and Class Counsel to develop innovative, meaningful, novel, state-of-the-art programs and, if appropriate, to make recommendations concerning:

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1. The production and earnings of female Financial Advisors, including policies and practices with respect to training, development, mentoring, and business-related allocations;
2. The participation of female Financial Advisors in the Franchise Protection Program, both as retiring Financial Advisors and as receiving Financial Advisors;
3. The participation of female Financial Advisors in partnerships and teams, including commission splits between male and female partners, and dissolution of partnerships and teams;
4. Up-front bonuses, forgivable loans, and other transitional compensation packages offered to lateral recruits;
5. Policies and practices with respect to training, development, and mentoring for female Financial Advisors. Training and development may include, but is not limited to, training, conference calls, online courses, and in-person seminars;
6. The participation of females in Smith Barney’s branch management assessment program and in branch management; and
7. A mentoring program for all Financial Advisors.

B The Industrial Psychologist shall review the actual implementation of the programs, policies, and initiatives that Smith Barney is obligated to undertake by virtue of the Settlement Agreement and shall, on an annual basis, report the results of this review to the Diversity Monitor. The Industrial Psychologist shall review on an annual basis the retention rates of women in the Financial Advisor position and shall report the results of this review to the Diversity Monitor.

C. The Industrial Psychologist shall present any recommendations to the members of Senior Management at Smith Barney who are most appropriate to address each issue. A copy of the recommendations will also be provided to Lead Class Counsel. All recommendations of the Industrial Psychologist will be designed to advance the purposes of the Settlement Agreement consistent with Smith Barney’s legitimate business needs and objectives. If Smith Barney does not agree with any such recommendations, but Lead Class Counsel still thinks they should be implemented notwithstanding Smith Barney’s objections, the Industrial Psychologist, along with Lead Class Counsel, will have the opportunity to present the recommendations to Smith Barney’s highest ranking officer overseeing Financial Advisor compensation, currently the Director of Field Management. Smith Barney shall decide in good faith consistent with the purposes of this Settlement Agreement whether to implement such recommendations.

D. The Industrial Psychologist shall provide to the parties statistical analyses on the Power Ranking criteria. These analyses shall report on data at the 12, 20, 36 and 44 month intervals from the Effective Date. With the analysis, the Industrial Psychologist shall determine whether female Financial Advisors have received less than their pro rata share of distributed accounts, and if so, whether the difference is statistically significant. This determination shall be based on an aggregate comparison of (i) the value of the accounts distributed, based on their account value at the end of the month prior to their distribution; and (ii) the representation of men and women in the population of Financial Advisors in the retail brokerage division of Smith Barney, including only those Financial Advisors who were active within the time period being measured.

E. The Power Rankings may be changed at any time upon agreement between Smith Barney and

Lead Class Counsel following a meet and confer process. If, following the meet and confer

process, Lead Class Counsel do not agree to a change proposed by Smith Barney, Smith Barney

may seek authority from Hunter R. Hughes, Esq. or another mutually selected mediator (the

“Mediator”) to implement the proposed change(s) to the Power Ranking systems, which

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authority will not be unreasonably withheld. To bring about such changes, Smith Barney must show to the satisfaction of the Mediator through binding mediation that (a) the changes are necessary to comply with applicable law; or (b) each of the criteria they seek to change is having a significant adverse impact on Smith Barney's business and that the change(s) sought would not disadvantage female Financial Advisors or FAAs relative to the criteria being displaced.
F. If, following either the 20 or 44 month reports, the Industrial Psychologist determines that female Financial Advisors have received less than their pro rata share of distributed accounts, and that the difference is statistically significant, then Lead Class Counsel may initiate a meet and confer session with Smith Barney’s counsel. If, in the judgment of Lead Class Counsel, the meet and confer does not result in a satisfactory resolution, Lead Class Counsel may request a hearing before the Mediator solely for the purpose of resolving whether there should be any change to the Power Ranking factors or any adjustment to their weight. Such a process shall be completed within 4 months under a schedule and with written submissions in a form determined by the mediator, but allowing at least twenty-one days for a response by the responding party (unless the responding party seeks shortened time for its own submission). Smith Barney shall pay the cost of such binding mediation. The Mediator shall review each party's submissions and make a final, non-appealable determination regarding whether there should be any change to the Power Ranking factors or any adjustment to their weight.
G. Subject to signing an appropriate confidentiality agreement, and upon reasonable advance notice, the Diversity Monitor and the Industrial Psychologist will have reasonable access to relevant documents, data, and Smith Barney employees. The Diversity Monitor and the Industrial Psychologist will be compensated by Smith Barney.
H. If it becomes necessary to replace the Diversity Monitor or the Industrial Psychologist, the parties shall select a replacement by mutual agreement.

General Non-Discrimination Provisions

Pursuant to Smith Barney’s Non-Discrimination and Anti-Harassment Policy, female Financial Advisors will enjoy terms and conditions of employment comparable to their male counterparts. Smith Barney shall reaffirm its commitment to the following general policies using a method agreed to by the parties:
1. Prohibition against discrimination on the basis of sex in compensation and business opportunity allocations.
2. Prohibition against retaliation for reporting sex discrimination, participating in any Smith Barney ADR program, participating in this or any discrimination settlement, filing a lawsuit or complaint with any outside agency or entity alleging sex discrimination, or for refusing to participate in sex discrimination.
3. Prohibition against reimbursement of business expenses that are directly or indirectly related to male-only entertainment establishments.
4. Prohibition against any Smith Barney supervisor retaliating against any Class Member for her participation in the prosecution of the allegations contained in the charges underlying this Settlement or in the Settlement itself.

5. Settlement Hearing

The hearing will be held at 9:00 a.m. on August 13, 2008 , in the courtroom of the Honorable Phyllis

J. Hamilton at the United States District Court for the Northern District of California, Courtroom 3, U.S.

Courthouse, 450 Golden Gate Avenue, San Francisco, California 94102. At this hearing, the Court will

determine whether the proposed Settlement is fair, reasonable, and adequate and whether it should be

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approved. The Court will also consider whether the motion of the Plaintiffs’ attorneys, or “Class Counsel,” for an award of attorneys’ fees and expenses should be approved, and whether, in accordance with the Settlement, an order and judgment should be entered bringing the litigation to a conclusion.

Do I Have To Come To The Settlement Hearing?

You are not required to appear at the hearing. Attorneys representing the Class will appear at the hearing on behalf of all Class Members at no cost to you. However, if you would like to comment on the terms of the Settlement, you may appear and be heard at the Settlement Hearing, either by yourself or, at your own expense, with an attorney of your choice. Information about how to comment on or object to the Settlement is included below. If the Court gives final approval to this Settlement, the Court’s judgment will be final and binding on all Class Members who have not opted out.

6. How to Proceed: Your Options

After reviewing the terms of the Settlement set forth in this Notice, you have three options. You must decide at this stage whether you want to (A) remain a Class Member and retain an opportunity to share in the distribution of the Settlement Fund; or (B) opt-out and exclude yourself from sharing in the monetary relief portion of the Settlement. You may also object to the Settlement but, you may only do so if you remain a Class Member. If you opt-out of the Settlement, you may not object to the Settlement.

A. Remain a Class Member

If you do not request to be excluded, you will remain a part of the Class. The Court will hold the Settlement Hearing and you, as a Class Member, will be represented by Class Counsel at no cost to you. In order to be eligible to receive a share of the Settlement Fund, you must fill out a Claim Form, Form W-4, Form W-9, and any other required tax forms, and return it to the Claims Administrator, Settlement Services Inc., postmarked by no later than September 17, 2008. If you are a Class Member and you file a timely Claim Form, you may be eligible to obtain money from this Settlement. The Claim Form asks for information about your employment with Smith Barney, and the share of money that you will receive, if any, if the Settlement is finalized, will be determined partly based on your answers to the questions on this Claim Form. After submitting a Claim Form, you will not have a right to present any further information concerning your particular situation; nor any right to challenge the final allocation and distribution determined by the Court Appointed Claims Administrator.

Each Class Member, including each Named Plaintiff, who is eligible to receive a monetary award from the Settlement will be required to sign a Release before receiving the settlement award. If you are a Class Member but have already signed a document that releases claims against Smith Barney, it is possible that you may have lost your right to recover any money under the Settlement for the claims you released.

Whether or not you submit a Claim Form, unless you opt out, all claims that you may have against Smith Barney up through April 30, 2008 that fall within the scope of claims released by this Settlement will be extinguished and barred. Unless you opt out, you remain eligible to object to the Settlement pursuant to Option C below, whether or not you submit a Claim Form.

B. Opt-Out: How Do I Exclude Myself from the Settlement?

You may request to opt-out, or be excluded, from the Settlement Class. If you opt-out, you will not be eligible for any monetary award as part of this Settlement. Any Class Member who wishes to opt-out

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must mail a written, signed statement that she is opting out of the monetary portion of the Settlement to:
Kelly M. Dermody, Esq. LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
and
Jay Cohen, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas New York, NY 11019-6064

You may not opt-out of the injunctive relief provisions of the Settlement.

To be effective, this opt-out statement must be postmarked on or before July 7, 2008, and must contain each of the following:

(a) your name, current address, social security number and telephone number; (b) the name and number of this case (Amochaev, et al. v. Citigroup Global Markets, Inc. d/b/a Smith Barney, Case No. C-05-01298 (PJH)). (c) a statement that you wish to be excluded from the Settlement, including the following language, which must be contained in your request:

“I understand that I am requesting to be excluded from the Class Settlement and that I will receive no money from the settlement fund created under the Settlement Agreement entered into by Smith Barney. I understand that if I am excluded from the Class Settlement, I may bring a separate legal action seeking damages, but might receive nothing or less than what I would have received if I had filed a claim under the class monetary settlement procedure in this case. I also understand that I may not seek exclusion from the Class with respect to injunctive relief and that I am bound by the injunctive provisions of the Settlement Agreement entered into by Smith Barney.”

Only those Class Members who request exclusion in the time and manner set forth herein shall be excluded from the Class. Pursuant to Federal Rules of Civil Procedure 23(b)(3) and (c)(2), the terms and provisions of the Settlement Agreement concerning monetary relief shall have no binding effect on any person who makes a timely request for exclusion in the manner required by this Order.

Please note that Class Members who submit timely and valid requests for exclusion will have no right to object to the Settlement in court and will no longer be represented by Class Counsel.

If you submit both a valid opt-out request and a valid claim form, your opt-out request will not be valid and your claim form will be processed.

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If you choose to opt-out of the Settlement Class, and submit the necessary information to do so, but later decide to re-join the Class, you may rescind your opt-out request. To be effective, such a rescission must be in writing and signed, and must be postmarked on or before July 22, 2008 to the following:
Kelly M. Dermody, Esq. LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
and

Jay Cohen, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas New York, NY 10019
C. Object to the Settlement
In determining whether to grant final approval to the Settlement, the Court must assess the overall fairness and reasonableness of the Settlement to the Class. Class Members who have not opted-out of the Settlement may object to the Settlement. If you opt-out of the Settlement, you may not object to the Settlement.
In order to speak at the Settlement Hearing, or have your objection to the Settlement considered by the Court, you must submit a written objection to the Settlement prior to the Settlement Hearing. This writing can be in the form of a letter and need not be a formal court document. You do not need to be represented by counsel to object to the Settlement. This statement must be signed, and must include the name and number of this case (Amochaev, et al. v. Citigroup Global Markets, Inc. d/b/a Smith Barney, Case No. C-05-01298-(PJH)) and a detailed description of the basis for the objection. This statement must be postmarked on or before July 7, 2008, and sent to:
Kelly M. Dermody, Esq. LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
and
Jay Cohen, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas New York, NY 10019

You need not appear at the Settlement Hearing for your written comments or objections to be considered by the Court, but you may appear if you so desire.

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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page95 of 110 7. Release

If the Court grants final approval of the Settlement, then all Class Members who do not opt out will release Smith Barney for all claims certified by the Court in the lawsuit. When claims are “released,” that means that a person covered by the release cannot sue Smith Barney for any of the claims that are covered by the release. Unless you opt out of the lawsuit, you will be covered by the release, even if you do not submit a Claim Form for money damages.
The exact terms of the Class Member Release are:
The Class Members, excluding those who timely opt out, release all claims, known and unknown, existing through the date of preliminary approval, under any federal, state or local legal theory, for gender discrimination against Smith Barney, with the exception of claims for non-economic damages that arise from sexual harassment (as that term is defined by the Equal Employment Opportunity Commission). By way of example only, and without any intent to limit the scope of the preceding release, this settlement would bar a claim for loss of compensation of any type or description (including but not limited to commissions, salary, bonuses, deferred compensation and incentive awards) arising from or relating to any type of sex or gender discrimination, but would not bar a claim of emotional distress, costs of medical treatment, or other such non-economic compensatory damages arising from or related to sexual harassment.
Named Plaintiffs release all claims of any nature against Smith Barney under federal, state or local laws for any period up through the date of preliminary approval.

8. How Will My Settlement Award Be Calculated?

Each Class Member, including each Named Plaintiff, who files a timely Claim Form will have their claim reviewed by a Claims Administrator appointed by the Court. Class Members who submit a Claim Form will be eligible to receive monies based on length of tenure (e.g. weeks worked) at Smith Barney as a Financial Advisor. Class Members may also receive additional credit if they provide information in their Claim Form regarding termination or constructive discharge allegedly resulting from gender-based discrimination, though Class Members are not required to provide such information and may participate in the settlement based solely upon length of service.

The Claims Administrator will allocate points to each Class Member submitting a Claim Form. Each claimant will receive 1 point for each week worked as a Financial Advisor, either between August 30, 2003 and March 1, 2008, or between June 25, 2003 and March 1, 2008 if they worked as a Financial Advisor in California. Claimants will also be eligible to receive up to 50 additional points if they provide information on the Claim Form about their termination or constructive discharge from Smith Barney as the result of alleged gender-based discrimination.

For example, if a claimant worked for 2 years as a Financial Advisor, she would receive a total of 104

points (one point for each week worked). The Claims Administrator may also allocate 50 points to the

claimant for information she provided on the Claim Form regarding her termination or constructive

discharge as the result of alleged gender-based discrimination. The points will be provided based on the

severity of harm (such as emotional or economic harm) you suffered. In this case, the claimant’s final

point total would be 154 (104 for each week worked plus 50 for Claim Form points for termination or

constructive discharge). The claimant’s share of the Class monetary award would thus be expressed as:

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Claimant’s 154 points divided by total points of all claimants.
The Claims Administrator will make all determinations regarding Claim Form points. You will not have a right to challenge the allocation and distribution determined by the Claims Administrator.
The total amount of awards made to the Named Plaintiffs and the Claimants shall not exceed the net amount of the Settlement Fund after deduction for notice and administration costs, Class Counsel’s attorney’s fees and costs, and Named Plaintiff service awards and non-class claims.
The Claims Administrator shall send a Notice of Award to each eligible Claimant disclosing her award payment, along with a Named Plaintiff Release or a Class Member Release, whichever is applicable. Within a reasonable time period after receipt of an executed Named Plaintiff Release from a Named Plaintiff or an executed Class Member Release from a Class Member, the Claims Administrator shall send the Named Plaintiff or Class Member her award payment. Any Named Plaintiff who does not execute and timely deliver an executed Named Plaintiff Release, and any Class Member who does not execute and timely deliver an executed Class Member Release to the Claims Administrator within six (6) months of the date the Notice of Award was mailed to her shall be ineligible for, and forever barred from receiving, monetary relief under this Settlement Agreement, even if said Named Plaintiff or Class Member has not opted out. Any undistributed funds that remain after six (6) months from the mailing of the Notice of Award due to uncashed checks shall be distributed to 501(c)(3) organizations which advance career opportunities for women, including career opportunities in the financial services industry, as jointly selected by Lead Class Counsel and Smith Barney.
The Claims Administrator shall maintain the distribution plan and allocation list for a period of seven (7) years. Smith Barney shall have access to individual allocation amounts only upon written notice to Class Counsel and a showing of good cause (e.g., actual or threatened litigation by a Claimant). Any dispute as to whether good cause exists for such a requested disclosure shall be resolved through the Dispute Resolution process set forth in the Settlement Agreement.
The information provided on the Claim Form may be verified for accuracy against Smith Barney’s computerized personnel, payroll, commission, or account data, or documents provided by claimants.
Are There Tax Consequences For Any Money I Might Get?
Any award you receive from the Settlement Fund will have tax consequences for you. The Claims Administrator will be responsible for withholding, remitting and reporting each Claimant’s share of payroll taxes from the Settlement Fund. Smith Barney will be responsible to pay for the employer’s share of taxes and costs, including FICA, FUTA, SUTA and Medicare. The Claims Administrator will withhold the employee’s share of taxes and costs, including any applicable FICA, FUTA, SUTA and/or Medicare, from Claimants’ awards and remit those amounts to the appropriate taxing authorities. Class Counsel are not tax advisors and cannot give you advice on any tax matters. Class Counsel urge you to consult your tax advisor for answers to any questions you may have about the tax implications of any potential award.
9. The Lawyers Representing You And The Class
As a Class Member, you are represented in this litigation by Class Counsel: Kelly M. Dermody of Lieff, Cabraser, Heimann & Bernstein, LLP; Cyrus Mehri of Mehri & Skalet, PLLC; Adam Klein of Outten & Golden, LLP; and James M. Finberg of Altshuler Berzon:

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Kelly M. Dermody LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP 275 Battery Street, 30th Floor San Francisco, CA 94111-3339 Telephone: (415) 956-1000 Facsimile: (415) 956-1008

Adam Klein OUTTEN & GOLDEN, LLP 3 Park Avenue, 29th Floor New York, NY 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005

James M. Finberg ALTSHULER BERZON 177 Post Street, Ste. 300 San Francisco, CA 94108 Telephone: (415) 421-7151 Facsimile: (415) 362-8064

Cyrus Mehri MEHRI & SKALET, PLLC 1250 Connecticut Avenue, NW, Ste 300 Washington, DC 20036 Telephone: (202) 822-5100 Facsimile: (202) 822-4997

Unless you elect to exclude yourself from the Settlement, you will continue to be represented by Class Counsel in connection with implementation and monitoring of the Settlement throughout the four-year duration of the terms of the Settlement at no cost to you. Although it is not necessary, you may, if you wish to do so, retain your own attorney at your own expense.

How Will The Lawyers Be Paid?

Class Counsel have pursued these claims on behalf of Plaintiffs and the Class without receiving any compensation for their services or reimbursement of their incurred litigation expenses. Class Counsel have undertaken substantial risks in pursuing this matter. They have done so with the understanding that, if they obtained a recovery for the class, their expenses would be reimbursed and they would receive fees from the fund recovered.

In connection with the Settlement, the Court will award Class Counsel reasonable attorneys’ fees and expenses out of the Settlement Fund. If you are a Class Member and receive an award from the Settlement Fund, you will not owe any fees or expenses to the lawyers who have represented you as part of the Class. The attorneys’ fees and expenses of Class Counsel, as awarded by the Court, will be paid out of the Settlement Fund and only if and after the Settlement has been approved by the Court.

As is routine in class action cases, Class Counsel will file with the Court a motion for an award of attorneys’ fees and litigation expenses already incurred as well as the fees and expenses that will be incurred during the four-year term of the Settlement. In its motion, Class Counsel will request that the Court award them the costs they have incurred not to exceed $900,000, plus attorneys’ fees for the work performed and results achieved to date in the amount of $6.5 million, plus $500,000 in total for future work they will perform monitoring the Agreement over its four-year term.

Costs of providing notice to the Class will also be paid from the $33 million Settlement Fund.

10. Payments to Named Plaintiffs

The Named Plaintiffs may participate in the class monetary award by filing a claim form like any other Class member.

In addition, Class Counsel will ask the Court to grant service payments to Named Plaintiffs Renee Amochaev, Deborah Orlando, and Kathryn Varner in the amount of $50,000.00, and to Named Plaintiff Ivy So in the amount of $35,000.00. The proposed awards would recognize the extraordinary service that the Named Plaintiffs provided here, including for their participation in the prosecution and

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settlement of this case. This participation included each Named Plaintiff preparing for and then being deposed for three days, participating in responding to discovery requests, assisting counsel in developing strategy, and providing input into settlement discussions and the ultimate Settlement Agreement. Named Plaintiffs Amochaev, Orlando and Varner each joined the case at its inception (Plaintiff So joined one and one-half years later), participated in the initial press conference, and attended one or more mediation sessions with Smith Barney. All Named Plaintiffs reviewed the drafts of the Settlement Agreement and provided input.
Unlike other Class Members, each Named Plaintiff will execute a broader, general release of all potential claims against Smith Barney and will dismiss their administrative charges of discrimination. The Named Plaintiffs will also receive payment for their non-class claims, which they will be required to release in addition to releasing class claims under the Class Member Release. Plaintiffs’ non-class claims include claims for race discrimination, age discrimination, and non-economic damages arising from sexual harassment. The payment for these claims will be determined by the Claims Administrator based upon a review of the factual record. In no event will the total of all such non-class awards exceed $550,000.00. These payments will come from the $33 million Settlement Fund, though it is expected that interest earned on the Settlement Fund will pay for all or virtually all of the non-class payments and service awards of the Named Plaintiffs.
11. Getting More Information
If you have further questions or are still not sure whether you are included, you can get free help at http://www.genderlawsuitagainstsmithbarney.com or by calling or writing to Class Counsel in this case at the contact numbers/address listed in paragraph 9.
This Notice contains only a summary of the terms of the Settlement, the provisions of the releases and related matters. For further information, the Settlement Agreement (which includes the complete terms of the Settlement), the Claim Form, the Release, and numerous other documents connected with the Settlement are available for review and/or downloading on the web at: http://www.genderlawsuitagainstsmithbarney.com or can be viewed in hard copy in the Office of the Clerk of the United States District Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102. Other orders that the Court may issue from time to time regarding the administration of the Consent Decree will also be on file with the Court and some will be available on the web at http://www.genderlawsuitagainstsmithbarney.com.

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Again, the important deadlines are: Last Day To Submit A Claim Form: September 17, 2008 Last Day To “Opt Out” Of The Settlement Class: July 7, 2008 Last Day To Object To The Settlement: July 7, 2008
PLEASE DO NOT CALL OR CONTACT THE COURT, THE OFFICE OF THE CLERK OF COURT, OR SMITH BARNEY WITH QUESTIONS REGARDING THIS NOTICE.
Dated: ___________, 2008 ___________________________________________ The Honorable Phyllis J. Hamilton United States District Judge

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CLAIM FORM
AMOCHAEV, ET AL. V. SMITH BARNEY
IMPORTANT: Your Claim Form MUST be returned POSTMARKED by September 17, 2008. Enclosed is a self-addressed envelope for returning a claim form.
A. INSTRUCTIONS.
1. It is important to read and follow these instructions carefully, as well as those contained on the Explanation of Claims Procedure enclosed with this Claim Form. Failure to follow these instructions may result in your losing benefits to which you might otherwise be entitled.
2. If you do not return this Claim Form postmarked by September 17, 2008, your claim will be rejected and you will lose all rights to receive any money from this settlement. You must mail the Claim Form to
Amochaev, et al. v. Smith Barney Claims Administrator P.O. Box 10564
Tallahassee, FL 32302-2564
Telephone: (866) 854-4175
3. If you are a woman who was employed as a Financial Advisor (formerly known as a Financial Consultant) in (i) the United States branches of Smith Barney’s retail brokerage division at any time from August 30, 2003 through March 1, 2008 or (ii) the California branches of Smith Barney’s retail brokerage division at any time from June 25, 2003 through March 1, 2008, you will qualify to participate in a monetary award if you complete and submit answers to Questions 1-12 in Section B below. The monetary award will be based on your weeks worked during the applicable time period set forth in this paragraph. If applicable, you may also submit a response to Section C for additional credit, though you are not required to respond to this Section to participate.
4. You must sign, under penalty of perjury, and date the Claim Form.
5. You may use an additional page or pages of paper to answer these questions, if necessary.

760921.1

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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page101 of 110

B. PERSONAL INFORMATION (Required)

1. ___________________________________________________ Name (First, Middle, Last)

2. ___________________________________________________

Street Address

Apartment Number

3. _________________________ __________ _________

City

State

Zip Code

4. __________________________________ Social Security Number

5. __________________________________ E-mail Address

6. __________________________________ ________________________

Work Phone Number

Best Time to Call

7. __________________________________ ________________________

Home Phone Number

Best Time to Call

8. __________________________________ ________________________

Cell Phone Number

Best Time to Call

9. ____________________________________________________________ Phone Number of Relative or Other Contact (Optional)

10. __________________________________ Date of Birth

11. Please list any other name you used while employed at Smith Barney and the dates when you used each name:

_______________________________ Name

________________________ Date Range

_______________________________ Name

________________________ Date Range

12. I am: ___ Female

760921.1

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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page102 of 110

C. OPTIONAL DESCRIPTION OF TERMINATION/CONSTRUCTIVE DISCHARGE CLAIM (If any)

1. Termination/Constructive Discharge

a. Were you terminated or forced to quit due to your gender?

 Yes

 No

b. If you answered yes to question 1a, please add any facts that you think support your answer:

____________________________________________________

____________________________________________________

____________________________________________________

If you answered yes to question 1a and provided supporting detail in question 1b, you may receive up to 50 additional points for your answers. The points will be provided based on the severity of harm (such as emotional or economic harm) you suffered. Please give examples. You may, but are not required to, provide supporting documentation.

D. SIGNATURE OF CLAIMANT (Required)

I, ________________________________, declare under penalty of perjury that the information and facts I have stated in this Claim Form are true and accurate to the best of my personal knowledge. I understand that making a knowingly false statement may subject me to prosecution for perjury.

Date: __________________________

_________________________________ Signature of Claimant

Your Claim Form must be postmarked on or before _____________________________. A self-addressed envelope has been enclosed for returning the Claim Form. This Claim Form must be mailed to:

Amochaev, et al. v. Smith Barney Claims Administrator

P.O. Box 10564 Tallahassee, FL 32302-2564

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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page103 of 110
Exhibit B

Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page104 of 110
REVISED RELEASE AND INDEMNIFICATION AGREEMENT (CLASS MEMBERS, EXCLUDING NAMED PLAINTIFFS)
In consideration of my receipt of a court-approved monetary distribution from the Settlement Fund in Amochaev, et al. v. Citigroup Global Markets, Inc. d/b/a Smith Barney, Case No. C-05-1298, I hereby agree to be bound by the terms of this Release and Indemnification Agreement (the “Agreement”), as follows:
I. DEFINITIONS
Unless otherwise specified in this Agreement, the terms used herein shall have the same meanings as those set forth in the Settlement Agreement.
II. LIMITED RELEASE OF CLAIMS
I hereby waive, release and discharge Citigroup Global Markets Inc., d/b/a Smith Barney (“Smith Barney”), including its officers, directors, subsidiaries, affiliates, predecessors, successors, fiduciaries, insurers, employees, attorneys and agents (“Released Parties”), from any and all claims, known and unknown, that I have or may have arising at any time on or before the date of preliminary settlement approval, for gender discrimination against the Released Parties, with the exception of claims for noneconomic damages (such as emotional pain, distress, suffering, inconvenience, mental anguish, loss of enjoyment of life, and other non-economic losses) that arise from sexual harassment (as that term is defined in 29 C.F.R. § 1604.11(a)). By way of example only, and without any intent to limit the scope of the preceding release, this release would bar a claim for loss of compensation of any type or description (including but not limited to commissions, salary, bonuses, deferred compensation and incentive awards) arising from or relating to any type of sex or gender discrimination (including but not limited to sexual harassment), but would not bar a claim of emotional distress, costs of medical treatment, or other such non-economic compensatory damages arising from or related to sexual harassment. I understand that my release includes all related claims for monetary damages, injunctive, declaratory or equitable relief, and costs and attorneys’ fees, whether arising under Title VII of the Civil Rights Act of 1964, as amended, or any other federal, state, local or common laws or regulations.
I understand that my release does not include other claims of discrimination such as claims of race, age, or national origin discrimination, or claims arising under the Fair Labor Standards Act or the Employment Retirement Income Security Act.
III. INDEMNIFICATION
I understand that I am responsible for payment of any and all federal, state or local taxes (excluding the employer share of employment taxes and unemployment taxes and excluding amounts properly withheld from the distributions) resulting from or attributable to the distributions that I receive. Accordingly, I agree to indemnify and hold harmless the Released Parties, Class Counsel, and the Depository Bank from any tax liability, including penalties and interest and costs of any proceedings. I further agree to
756274.3

Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page105 of 110
indemnify and hold harmless the Claims Administrator and Trustee of the Settlement Fund from any tax liability, including penalties and interests and costs of any proceedings, that is attributable to my own acts or omissions. In the event a tax liability arises with respect to my monetary award that is not attributable to my own acts or omissions, I agree to indemnify and hold harmless the Claims Administrator and Trustee of the Settlement Fund from any tax liability only to the extent of the taxes due and payable, but not with respect to penalties and interest, or the costs of any proceedings related to such tax liability.
IV. OTHER AGREEMENTS AND REPRESENTATIONS
A. Confidentiality. I agree to keep the amount of any and all distributions I receive from the Settlement Fund strictly confidential to the fullest extent permitted by law, except that I may disclose the same to my attorneys, tax advisors and immediate family members.
B. Ownership of Claims. I represent and warrant that I have not assigned or transferred any claim I am purporting to release, nor have I attempted to do so.
C. Entire Agreement. This Agreement may not be modified in any manner, except by a writing signed by both me and an authorized Smith Barney attorney. I acknowledge that Smith Barney has made no representations or promises to me, other than those in or referred to by this Agreement and the Settlement Agreement.
D. Successors and Assigns. This release binds my heirs, administrators, representatives, executors, successors, and assigns.
E. Interpretation. This Agreement shall be construed as a whole according to its fair meaning. Unless the context indicates otherwise, the term “or” shall be deemed to include the term “and” and the singular or plural number shall be deemed to include the other. This Agreement shall be governed by the statutes and common law of the State of California (excluding any that mandate the use of another jurisdiction’s laws).
F. Knowing and Voluntary Waiver and Release of Claims. I understand and agree that:
1. I am entering into this Agreement knowingly and voluntarily;
2. I understand the terms of this Agreement;
3. I have been advised of my right to consult with an attorney prior to signing this Agreement; and
-2-
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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page106 of 110

4. before signing it.

I have had a sufficient amount of time to consider this Agreement

AGREED: [SIGNATURE]

[PRINT NAME] DATE

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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page107 of 110
Exhibit C

Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page108 of 110
REVISED GENERAL RELEASE AND INDEMNIFICATION AGREEMENT (NAMED PLAINTIFFS)
In consideration of my receipt of a court-approved monetary distribution from the Settlement Fund in Amochaev, et al. v. Citigroup Global Markets, Inc. d/b/a Smith Barney, Case No. C-05-1298 (the “Litigation”), I hereby agree to be bound by the terms of this General Release and Indemnification Agreement (the “Agreement”), as follows:
I. DEFINITIONS
Unless otherwise specified in this Agreement, the terms used herein shall have the same meanings as those set forth in the Settlement Agreement.
II. COMPLETE GENERAL RELEASE OF CLAIMS
I hereby waive, release, discharge, and covenant not to sue Citigroup Global Markets Inc., d/b/a Smith Barney (“Smith Barney”), including its officers, directors, subsidiaries, affiliates, predecessors, successors, fiduciaries, insurers, employees, attorneys and agents (“Released Parties”), from and with respect to any and all actions, causes of action, suits, liabilities, claims, and demands whatsoever, and each of them, whether known or unknown, from the beginning of time until the date of preliminary settlement approval. I intend this release to be general and comprehensive in nature and to release all claims and potential claims against the Released Parties to the maximum extent permitted by law. Claims I am releasing include specifically, by way of description, but not by way of limitation, any and all claims: (i) arising out of or relating in any way to the alleged facts, circumstances and occurrences underlying the allegations of violations of Title VII and similar state and local laws that were asserted or could have been asserted in the Litigation by me or on my behalf; (ii) arising out of or relating in any way to the alleged facts, circumstances and occurrences underlying the allegations of violations of Title VII and similar state and local laws that were asserted or could have been asserted by me or on my behalf in a charge of discrimination filed against the Released Parties with the EEOC and/or state agencies; (iii) relating to the termination of my employment (if applicable); (iv) arising out of or in any way related to any federal, state, or local law prohibiting discrimination on the basis of age, race, color; religion, disability, sex, national origin, or citizenship, including, without limitation, claims under Title VII, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, and the Americans With Disabilities Act or any other similar statutes whatever the country of enactment; and (v) arising out of or in any way related to any transactions, occurrences, acts, statements, disclosures, or omissions occurring prior to the date of preliminary settlement approval. I understand that this release includes all related claims for monetary damages, injunctive, declaratory or equitable relief, and costs and attorneys’ fees, whether arising under Title VII or any other federal, state, local or common laws or regulations.
756270.3

Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page109 of 110
III. ADEA WAIVER.
I recognize that in addition to all other claims being released herein, I am releasing claims for age discrimination under the Age Discrimination in Employment Act. Accordingly, I have the right to reflect on this Agreement for a period of twenty-one (21) days before executing it, and I have an additional seven (7) days after executing it to revoke it under the terms of the Older Workers Benefit Protection Act. This Agreement will become effective and enforceable seven (7) days following the execution of this Agreement, unless it is revoked during the seven (7) day period, in which case this Agreement will be ineffective and unenforceable. By my signature below, I represent and warrant that I have been advised of these rights, that I have been advised that I have a right to consult with an attorney, and that I have discussed them with my attorney to the fullest extent I thought necessary. I intend this to be a fully binding and enforceable release of all claims, including claims under the Age Discrimination in Employment Act.
IV. INDEMNIFICATION
I understand that I am responsible for payment of any and all federal, state or local taxes (excluding the employer share of employment taxes and unemployment taxes and excluding amounts properly withheld from the distributions) resulting from or attributable to the distributions that I receive. Accordingly, I agree to indemnify and hold harmless the Released Parties, Class Counsel, and the Depository Bank from any tax liability, including penalties and interest and costs of any proceedings. I further agree to indemnify and hold harmless the Claims Administrator and Trustee of the Settlement Fund from any tax liability, including penalties and interests and costs of any proceedings, that is attributable to my own acts or omissions. In the event a tax liability arises with respect to my monetary award that is not attributable to my own acts or omissions, I agree to indemnify and hold harmless the Claims Administrator and Trustee of the Settlement Fund from any tax liability only to the extent of the taxes due and payable, but not with respect to penalties and interest, or the costs of any proceedings related to such tax liability.
V. OTHER AGREEMENTS AND REPRESENTATIONS
A. Confidentiality. I agree to keep the amount of any and all distributions I receive from the Settlement Fund strictly confidential to the fullest extent permitted by law, except that I may disclose the same to my attorneys, tax advisors and immediate family members.
B. Pursuit of Released Claims. Except for the Litigation, and any administrative charges filed with respect to the claims asserted therein, I represent and warrant that I have not filed or caused to be filed any lawsuit or complaint with respect to any claim that I am releasing herein, and I promise never to file or prosecute a lawsuit or complaint based on such claims. I promise never to seek any damages, remedies, or other relief for myself personally (any right to which I hereby waive) by filing or prosecuting a charge with any administrative agency with respect to any such claim.
-2-
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Case4:05-cv-01298-PJH Document172 Filed05/01/08 Page110 of 110
C. Ownership of Claims. I represent and warrant that I have not assigned or transferred any claim I am purporting to release, nor have I attempted to do so.
D. Entire Agreement. This Agreement may not be modified in any manner, except by a writing signed by both me and an authorized Smith Barney attorney. I acknowledge that Smith Barney has made no representations or promises to me, other than those in or referred to by this Agreement and the Settlement Agreement.
E. Successors and Assigns. This release binds my heirs, administrators, representatives, executors, successors, and assigns.
F. Interpretation. This Agreement shall be construed as a whole according to its fair meaning. Unless the context indicates otherwise, the term “or” shall be deemed to include the term “and” and the singular or plural number shall be deemed to include the other. This Agreement shall be governed by the statutes and common law of the State of California (excluding any that mandate the use of another jurisdiction’s laws). AGREED: [SIGNATURE]
[PRINT NAME] DATE
-3-
756270.3

 
 Case4:05-cv-01298-PJH Document196 Filed08/13/08 Page1 of 4

1 Kelly M. Dermody (State Bar No. 171716) Heather H. Wong (State Bar No. 238546)
2 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
3 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
4 Telephone: (415) 956-1000 Facsimile: (415) 956-1008
5 Email: kdermody@lchb.com Email: hwong@lchb.com
6 Elizabeth A. Alexander (pro hac vice)
7 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
8 150 4th Avenue, N., Suite 1650 Nashville, TN 37219-2423
9 Telephone: (615) 313-9000 Facsimile: (615) 313-9965
10 Cyrus Mehri (pro hac vice)
11 Anna M. Pohl (pro hac vice) MEHRI & SKALET, PLLC
12 1250 Connecticut Ave, NW, Suite 300 Washington, DC 20036
13 Telephone: (202) 822-5100 Facsimile: (202) 822-4997
14 Attorneys for Plaintiffs and the Proposed Class
15

Adam T. Klein (pro hac vice) Justin M. Swartz (pro hac vice) Piper Hoffman (pro hac vice) OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005
James M. Finberg (State Bar No. 114850) ALTSHULER BERZON 177 Post Street, Ste. 300 San Francisco, CA 94108 Telephone: (415) 421-7151 Facsimile: (415) 362-8064

16

UNITED STATES DISTRICT COURT

17

NORTHERN DISTRICT OF CALIFORNIA

18

19 RENEE FASSBENDER AMOCHAEV, DEBORAH ORLANDO, KATHRYN N.
20 VARNER and IVY SO, on behalf of themselves and all others similarly situated,
21 Plaintiffs,
22 v.
23 CITIGROUP GLOBAL MARKETS, INC.,
24 d/b/a SMITH BARNEY,

25

Defendant.

Case No. C- 05-1298 PJH
CLASS ACTION
AMENDED [PROPOSED] FINAL JUDGMENT

26

27

28

778324.1

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AMENDED [PROPOSED] FINAL JUDGMENT CASE NO. C- 05-1298 PJH

Case4:05-cv-01298-PJH Document196 Filed08/13/08 Page2 of 4

1

WHEREAS on May 1, 2008, this Court granted preliminary approval to the settlement of

2 this action, embodied in the Settlement Agreement attached as Exhibit 1 to the Court’s May 1,
3 2008 Order, Docket No. 172 (“Preliminary Approval Order”);
4 WHEREAS the Court granted final approval to the Settlement Agreement on August 13,
5 2008, finding that the Settlement Agreement and the terms embodied in it are fair, reasonable,
6
7 and adequate within the meaning of Federal Rule of Civil Procedure 23(e) and applicable law;

8 and

9

WHEREAS the Court has found that the Notice sent to class members fairly and

10 adequately informed them of the terms of the Settlement, was consistent with Federal Rule of

11 Civil Procedure 23 and due process, and was given in the manner prescribed by the Settlement
12 Agreement and the Court’s Order preliminarily approving the Settlement;
13

14

This Court hereby enters final judgment in this case, and dismisses it with prejudice, in

15 accordance with the terms of the Settlement Agreement, attached as Exhibit 1 to the May 1, 2008

16 Order Granting Preliminary Approval, and the Order (1) Confirming Final Approval of Class

17 Action Settlement; (2) Certifying Settlement Class and (3) Approving Distribution of Settlement
18 Fund (“Final Approval Order”). The Court hereby permanently enjoins and restrains all Named 19
Plaintiffs and Class Members, other than those who timely opted out, from asserting any and all 20
claims that were released pursuant to the Settlement Agreement and Final Approval Order. This 21
22 Final Judgment shall not bind the persons listed in Exhibit A, who have timely opted out of the

23 Settlement Class.

24

Without affecting the finality of this Final Judgment in any way, the Court reserves

25 exclusive and continuing jurisdiction over this action, the Class Representatives, the certified
26 classes, and the defendant for purposes of (a) supervising the implementation, enforcement,
27 construction and interpretation of the Settlement Agreement, the Preliminary Approval Order, the
28

778324.1

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AMENDED [PROPOSED] FINAL JUDGMENT CASE NO. C- 05-1298 PJH

Case4:05-cv-01298-PJH Document196 Filed08/13/08 Page3 of 4

1 Final Approval Order, and this Final Judgment and the distribution of settlement payments and

2 tax forms; and (b) hearing, determining, and implementing the application, in accordance with the
3 terms of the Settlement Agreement, by Class Counsel for an award of attorneys’ fees, costs, and
4 expenses, and by the Class Representatives for service payments.
5

UNITED S ALIFORNIA

OURT NORTH

6 IT IS SO ORDERED.
7

8

9

Dated: __8_/1_3_/_0_8___________

10

11

12

13

14

TATES DISTRICT C
___T__h_e_IH_T_o_nIS_. _PS_hO_y_ll_iOs__RJ._DH__Ea_mR_i_Elt_Do_n____
United States District Judge Judge Phyllis J. Hamilton
ERN DISTRICT OF C

15

16

17

18

19

20

21

22

23

24

25

26

27

28

778324.1

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AMENDED [PROPOSED] FINAL JUDGMENT CASE NO. C- 05-1298 PJH

Case4:05-cv-01298-PJH Document196 Filed08/13/08 Page4 of 4

Exhibit A

REVISED LIST OF OPT-OUTS

Last Name Burich-Andrews
Green Hoffer Khattab Kjorvestad Landolt O’Connor Rathgeber Verburgt Ward Weathersby Zona

First Name Joyce M. Julie E. Marsha S.
Joan Sandra Lee
Susan A. Lois C. Karon Sherry Sofia M.
Lisa Joan

 
 Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 1 of 18

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44 NNeewwYYoorrkk,,NNeewwYYoorrkk1100001199 TTeelelepphhoonnee::221122--337733--33000000
55 FFaaccssimimiillee::221122--775577--33999900 EEm-maiali:lj:ajyacyochohenen@@ppaauulwlweeisisss.c.coomm
66 MMaallccoollmmAA.. HHeeiinniicckkee((SStatateteBBaarrNNoo.. 119944117744))
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88 SSaannFFrraanncciissccoo,, CCaalliiffoorrnniiaa9944110055 TTeelleepphhoonnee:: 441155--551122--44000000
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1122

1133

UNITED STATES DISTRICT COURT

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1144

SAN FRANCISCO/OAKLAND DIVISION

1155

1166 RENEEEE FFAASSSBENDER AAMMOOCCHHAAEEVV,,

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2244

225 5

226 6

227 7

228 8
AANNSSWWEERR&&AAFFFFRRIMIMAATTIV!VEEDDEEFFEENNSSEESS NNo.oC. C-O-0S5-1-1229898(P(PJHJH)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 2 of 18

11

DDeeffeennddaannttCCiittiiggrroouuppGGlloobbaall MMaarrkkeettss IInncc..,, dd//bb//aaSSmmiitthhBBaarrnneeyy((""SSmmiitthhBBaarrnneeyy"")),,

22forfoitrsiatsnsawnsewr earnadnadffaifrfmiramtiavtievdeedfeefnesnessestotoPlPalianitnitfiffsf'sF' FirisrtstAAmmeennddeeddCCoommpplalaiinntt((""CCoommpplaint"),

33 ssttaattees aas ffoolllloowws:

44

AAN~SWWrEn R

55

11.. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 11 ooffthhee CCoomplaint, eexxcceepptt aaddmmits that Smith

66 BaBrnaeryneiys aisnainnvinevstemstemnetnbtrborkoekreargaegreerteatialiflirfimrmanadndaasusubbsisdidiairayryoof fCCitiitgigrorouuppIInncc..((""CCiittiiggrroouup").

77

22.. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 22 ooffthhee CCoommplaint.

88

33. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 33 oofftthhee CCoommplaint.

99

44. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 44 oofftthhe CCoommplaint.

110

55. DDeenniieess the allegations in Paragraph 5 ofthe Complaint.

1111

66. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 66 ooffthe CCoommplainnt,, eexxcceepptt aaddmmits that Smith

12 BaBranrenyeyasassessessessesosmome easapsepcetcstsofotfhtheepperefroformrmaanncceeooffititssFFiinnaanncciiaall AAddvviissoorrss bby productioonn aanndd

1133 asassestestus nudnedremr manaangagememeennt,t,aammoonnggootthheerr wways.

1144

7. Denies the allegations in Paragraph 7 off the Complaint.

1155

8. Denies the allegations in Paragraph 8 of the Complaint.

16

9. Denies the allegations in Paragraph 9 off the Complaint.

17

10. Denies the allegations in Paragraph 10 off the Complaint, except admits that:: (a)

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244 gegneenreartaetdedfofrorthtehefifrimrm; ;anadnd(d(d) )SSmmitihthBBaarnrneeyyaassssiiggnnssssaalleess aassssiissttaance and titles on thhee bbaassiissooff

2255 rerveevneuneueprporodduucctitoionn,,aammoonnggootthheerr thinggss..

266

111.. Deenniieess thee aalleggaattiioonnss iinn PPaarraaggrraapphh 1111oofftthheeCCoommppllaaiinntt..

2277

1122.. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 1122oof tthhee CCoommppllaaiinntt..

2288

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--22 --

AANNSSWWEERR&&AAFFFFIIRRMMAATTIJVVEEDDEEFFEENNSSEESS NNoo..CC--O0S5-1I229988 ((PPJJHH)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 3 of 18

1

14. Denies the allegations in Paragraph 114 off the Complaint, except admits that Smith

22 BaBrnaerynecyocmopmepnesnasteasteistsitFsiFnainnacniacilaAl Advdivsiosrosrsbabsaesdedoonnaaggenenddeer-rn-neeuutrtarallggrrididththaattccoonnssiiddeerrs, among

33 othoetrhefar cftaocrtso,rst,hethreevreevneuneutehtehFe iFniannacnicailaAl Advdivsiosrorhhasasggeenneerarateteddfoforrththeeffirirmm,,aannddtthhaatt iittss bbranch

4 mamnangaegmeemnetnhtahsassosmoemdeisdcisrcertieotinontotoalalollcoactaeteorordidsitsrtirbibuuteteleleaaddss,,rerefeferrraallss,,wwaallkk--iinnss,, ccaallll--ins and

55 thethaeccaoccuonutsntosfodfedpeaprtairntignFgiFniannacnicailaAl AdvdivsiosrosrstotoththooseseFFininaanncciaiallAAddvvisisoorrsswwhhoorreemmaaiinn aat the firm

66 puprsuurasunatntot tloegleitgiimtimateatbeubsuisniensesssobojbejcetcitvivesesaannddininaaccccoorrddaannccee wwiitthh cclient needss..

77

115. Denies the allegations in Paragraph 15 off the Complaint, except admits that Smith

8 BaBrnaernyepyeprmermitsitistsitFs iFniannacnicailaAl Advdivsiosrosrstotoenentetrerinintotovvoolulunntatarryyppaarrttnneerrsshhiippss,, iinncclluudding, but not

9 limliimteidtetdottohethFerFanracnhcisheisPerPortoectetciotinonPrPorgorgarmam, a, approroggrarmamppuursrsuuaanntttotowwhhicichhaarreettiirriinngg FFiinnancial

100 AdAvdivsiosrotrrtarnasnistiotinosnshihsisororhehreracaccoouunntststotoaannootthheerrFFiinnaanncciiaall AAddvisor who remainnss att tthheeffiirrmm. .

1111

16. Denies the allegations in Paragraph 16 off the Complaint, except admits that Smith

122 BaBranrenyeycocmompepnesnastaetsesitistsFFiniannancicaial lAAddvvisisoorrssbbaasseeddoonnaaggeennddeerr--nneeutral grid that connssiiddeerrss,,aammoonngg

133 otohtehrefrafcatcotrosr,st,htehererveevneuneueththeeFFininaanncciaiallAAddvvisisoorrhhaassggeenneerraatteedd ffoor the firm, pursuanntt ttoo iittss

144 cocmompepnesnastaiotinonplpalnanapapplpicliacbalbeletotoFiFniannancicailalAAddvvisisoorsrs,,wwhhicichhSSmmitihthBBaarrnneeyyuuppddaatteessaannnnuually.

15

17. Denies the allegations in Paragraph 17 off the Complaint.

16

18. Denies the allegations in Paragraph 18 off the Complaint.

17

19. Denies the allegations in Paragraph 19 off the Complaint.

18

20. Denies the allegations in Paragraph 20 off the Complaint, except respectfully

199 rerfeefresrsthteheCCouorutrtotothtehecocmompplelteetetetexxt toof fththeeddooccuummeenntt rreeffeerreenncceedd in Paragraph 20 of tthhee

20 CoCmopmlpailnaitnftofroirtsitcsocnotnetnetnst,sa,nadndadamdmitsitsthtahtaSt mSmitihthBBaranrneyeysestettlteleddMMaarrtetennss,,eet taa!.l.vv..SSmmiitthh BBarrnney,

211 eteatl.a,!9.,69C6 iCvi.v3.7377979(S(.SD.D.N.N.Y.Y.).,)a, apuptuattaitviveeggenenddeerrddisisccrirmimininaatitoionnccllaassssaaccttiioonn llaawwsuit, on

22 NoNvoevmembebre1r 81,81, 919979.7I.nItnhtahtastusiut iatnadndsestetltetlmemenent,t,SSmmitihthBBaarrnneeyyddiiddnnoott aaddmmit, but expreessssllyy

233 dedneineide,da,lallal lalellgeagtaiotinosnsofowf wrornonggddooininggaannddlilaiabbililiittyy..SSmmitihthBBaarnrneeyyfufurtrhtheerrssppeecciiffiiccaallllyy ssttaates that,

244 cocnotnratrrayrytotoPaPraargargarpahph2020ofotfhtheeCCoommpplalainint,t,CCitiitgigrroouuppiissnnoott aa ddeeffeenndant in this actiioonn..

25

21. Denies the allegations in Paragraphh 2211 oof tthhee CCoommppllaaiinntt,, eexxcceepptt aaddmmiittsstthhaattSSmmiitthh

2266 BBaranrenyeysseettltleeddMMartennss,, eetaa!. v.. SSmmiitthhBBaarrnneeyy, ,eetta!., 96 Civ. 3779 (S.D.N.Y.), a puttaattiivvee ggeennddeerr

27 didscisrcimriminiantaiotinonclcalsasssacatcitoionnlalawwssuuiti,t,oonnNNoovveemmbber 118, 1997.. IInn tthhaatt ssuuit and settleemmeenntt,,SSmmitihth

288 BaBranrenyeydiddidnontoat damdmiti,t,bbuut teexxppreressslylyddeenniieedd,, aalll allegations of wwrroonnggddooiinnggaannddlliaiabbiliiltiyty. .SSmmiitthh

-- 3 --

ANSWERR &AAFFFIRRMATTIIVVEE DDEEFFENSSEESS Noo.. CC--0055--11229988(P(PJHJ)H)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 4 of 18

11 Barney also respectfullyy refers thhee CCourt to the complete text ooffthe Martteennss CCoonnssoolliiddaatteedd

22 Stipulation off Settlement, dated Novemmbbeer 188,, 1999977,, ffoorr iittss ccoonntteennttss..

33

222. DDeeniieess tthhe allegations in Paragraph 22 of thee CCoommppllaaiinntt..

44

23. Denies the allegations in Paragraph 23 off the Complaint.

55

224. Denies the allegations in Paragraph 24 off the Complaint, except admits that Smith

6 BaBrnaernyecyrecareteadteadnadnidmimplpelmemenetnetdeda awwrirtittetnenggenenddeer-rn-neeuutrtarallaaccccoouunnttddiissttrriibbuuttiioonnppoolliiccyy after thee

77 settlement of the MMaartens litigation, which wwaass aapppprroovveedd bbyy tthhee MMaarrtteennss DDiissttrriicctt CCoouurrtt..

88

225. Denies the allegations in Paragraph 25 off the Complaint.

9

26. Denies the allegations in Paragraph 26 of the Complaint and denies that Plaintiffs

10 are entitled to any off the reliieeff sought herein, except admits that Plaintiffs purport to represent a

11 class of similarly situated women.

12

27. Denies the allegations in Paragraph 27 off the Complaint to the extent that they

133 pupruproprotrtotostsattaetea alelgeaglalcocnocnlculsuisoinonwwhhicichhddooeessnnoottrreeqquuiirree aann aannsswwer, and to the exxtteenntt aannaannsswweerr

144 isirserqeuqiurierde,dd, edneineisesthtehealallelgeagtaitoionnssininPPaararaggrarapphh2277oofftthhee CCoommplaint, except admmiittss tthhaatt PPllaaiinnttiifffss

155 pupruproprotrtotoprpermemisiesesusubbjejcect tmmaatteterrjjuurriissddiiccttiioonn oonn 28 U.S.Cc.. § 1331.

16

28. Denies the allegations contained in Paragraph 28 off the Complaint, except admits

177 thtahta(ta()a)PlPalianitnitfiffsfsppuurprpoortrttotoppreremmisiseevveennuuee oonn 28 U.S..Cc. § 1391 rather than the controlling venue

188 prporvoivsiisoinonoof fTTitilteleVVIII,,4422UU..SS..CC. §§ 22000000ee--55((tf))((33));; (b) named Plaintiffs Amochaev, Orlandoo,, 199 VVaranrenrear nadndSoSopupruproprotrtotorerseisdideeininCCaalilfioforrnniiaa;;((cc))SSmmiitthhBBaarrnneeyy iis liiccensed to doo bbuussiinneessssiinn

20 CaCliafloifronrinai,aa,nadnd(d()dS) mSmithithBBaranrenyeyhhasasreretataililbbraranncchheessiinnCCaalliiffoorrnniiaa,, iinncclluuddiinngg in the NNoorrtthheerrnn

211 DDisitsrtircitctooffCCaalliiffoorniaa..

22

29. Denies the allegations in Paragraph 29 of the Complaint, except denies knowledge

233 oroirnifnofromrmataiotinonsusfufficfiiceinetntotofofromrmaabebleileifefaasstotoththeeaalleleggaattiioonnccoonncceerrnniinngg wwhere the plaiinnttiiffffss

244 reressiidde.

255

30. Denies knowledge and informmaattiioonn ssuuffffiicciieenntt ttoo ffoorrmm aa bbeelliief aassttootthheeaallleeggaattiioonnss

26 cocnotnaitnaiendedininPaPraargargarpahph3030ofotfhteheCCoommpplalainint,t,eexxcceeppttddeenniieesstthhaattSSmmiitthhBBaarrnneeyy denied MMss..

277 AmAmocohcaheavevbubsuisniensesssopopoprotrutunnitiiteisesoonnththeebbaassiissooffhheerr ggeennddeer, rreetaliated against hheerr,, oorr

28

--44 --

ANSWER &AFFIRMATIVE DEFENSESS Noo.. C·-0055·-11229988((PPJJHH

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 5 of 18

11 constructively dischargedd hher, aand aadmits that Renee Fassbender Amochaev iis aa woman and

2 forfmoremrelyrlywworokrekdedasasa aFiFniannancicaial lAAddvvisisoorraattSSmmiitthh BBarney.

33

31. Denies knowledge and information sufficient to form a belliieeffas to the allegations

4 cocnotanitnaeindeidniPnaPragrargarpahph3131ofotfhteheCComomplpalianint,t,exexceceppt tddeennieiessththaattSSmmitihthBBaarrnneeyyddeenniied Ms.

55 Orlando business opportunities on thee bassiiss oof hheerr ggeennddeerr,, rreettaalliiaatteeddaaggaaiinnsstthheerr,,oorr

6 cocnosntrsutcruticvteivlyeldyidscishcahragregdedhehre,ra, nadndadamdmitistsththatatDDeebboorarahhOOrlralannddooisisaawwoommaannaanndd ffoorrmerly

7 wowrokrekdedasaas aFiFniannacnicailalAAddvvisisoorraattSSmmiitthhBBarneyy..

8

32. Denies knowledge and information sufficient to form a belliieeff as to the allegations

9 cocnotanitnaeindeidniPnaPragrargarpahph3232ofotfhteheCComomplpalianitn,t,exexceceppt tddeennieiessththaattSSmmitihthBBaarrnneeyyddeenniied Ms. Varneerr

100 bubsuinsiensesssopoppoprotrutnuintietisesononthtehebbasaissisoof fhheerrggeennddeerr,,rreettaalliiaatteedd aaggaaiinnsstt hher, or construccttiivveellyy

11 discharged her, and admits that Kathryn Varner is a woman and formerly worked as a Financial

122 AAdvdivsiosor raattSSmmiitthhBBaarneyy..

13

33. Denies knowledge and information sufficient to form a beliieeff as to the allegations

144 cocnotnatianiendedininPaPraargargarpahph333oof fththeeCCoommpplalainintt,,eexxcceeppttddeenniieess tthhaatt SSmmiitthh Barney denieedd MMss..SSoo

155 bubsuinsiensesssopoppoprotrutnuintiteisesononththeebbasaissisoof fhheerrggeennddeerr,,rraaccee oorr nnaattiioonal oorigin and admitss tthhaatt IIvvyySSooiis

166 a wa womomana,ni,sisofoFf iFlipliipnionooroirgiigninananddfoformrmeerrlylywwoorrkkeeddaassaaFFiinnaannccial Advisor at Smith BBaarrnneeyy..

17

34. By Order dated February 1122,,2007, the Court dismissed Lisaa SStrange Weatherby

188 asaas ananmamededplpalianitniftfifafnadndthtehreerfeoforerennooreressppoonnsseeiissrreeqquuiirreedd ttoo tthhee aalllleegations in Paragrraapphh 3344ooff

199 thteheCCoommppllaaint.

20

35. Admits the allegation in Paragraphh 3355 of tthhee CCoommppllaaiinntt..

21

36. Admits the allegation in Paragraphh 3366 of tthhee CCoommppllaaiinntt..

22

37. Denies knowledge and information sufficient to form a belliieeff as to the allegations

23 cocnotanitnaiendedininPaPraargargarpahph3737ofotfhteheCComompplalainint,t,eexxcceeppttaaddmmiittsstthhaattSSmmiitthhBBaarrnneeyy is a major rreettaaiill

24 brborkoekreargaegaenadndglgolboablael qeuqiutyityrerseesaeracrhchfifrimrmeemmpploloyyininggaapppprrooxxiimmaatteellyy 1122,,000000 FFinancial Advviissoorrss

255 ininapapprporxoixmimataetleyly550000bbrraanncchh ooffices..

26

38. Admits the allegations in Paragrapphh 3388 of tthhee CCoommppllaaiinntt..

27

39. Denies the allegations in Paragraph 39 off the Complaint, except admits that

28 Plaintiffs purport to represent (a) a class of alll femmaallee Financial Advisors employyeedd byy SSmmiitthh

-- 55 --

ANNSSWEER &&AAFFFFIIRRMMAATTIIVVEEDDEEFFEENNSSEESS No. C-O05S--1122998 ((PPuJ-HI

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 6 of 18

11 Barney in tthhe United States at any time fromm Augguust 30, 200033 and continuing to the presseenntt,, aanndd

22 (b)(ba) SauSbucblcalsassos foaflal lflefmemalaeleFiFniannacnicailalAAddvvisiosorsrseemmpploloyyeeddbbyySSmmiitthhBBaarrnneeyy iinn CCalifornia aatt aannyy

3 timmee ffrroomm JJuunnee 2255,, 22000033 aanndd ccoonnttiinnuuiinnggttootthheepprreesseenntt.. Further, Smith Barney affirmmaattiivveellyy

4 stateess tthhaatt PPllaaiinnttiiffffss ccaannnnoott pprrooppeerrllyy mmaaiinnttaaiinntthhiissccaasseeaassaaccllaassssaaccttiioonnuunnddeerrFFeeddeeraral lRRuuleleooff

5 Civviill Procedure 233..

6

40. Admits the allegations in Paraggrraapphh 4400 oof tthhee CCoommppllaaiinntt oonnllyy ttoo tthheeeexxtteennttththaatt

7 thethPelPailnaitniftfisffws wereereememplpolyoeydedbybySSmmitihthBBaarnrneeyyaattssoommeeppooiinnttbbeettwweeeenn AAuugust 30, 200033 aanndd tthhee

8 present.

9

41.

Denies the allegations in Paragraph 411 of the Complaint to the extent that they

100 pupruproprotrttotostsattaetea alelgeaglalcocnocnlculusisoionnwwhhicichhddooeessnnoottrreeqquuiirree aann aannsswer, and to the exteenntt aannaannsswweerr

11 is required, denies the allegations in Paarraaggrraapphh 4411 oof tthheeCCoommppllaaiinntt,,eexxcceeppttaaddmmiittsstthhaattSSmmitihth

122 BaBranrenyeyprperseesnetnltylyemempploloyyssaapppproroxximimaatteellyy1122,,00000 Financial AAddvviissoorrss..

13

42. Denies the allegations in Paragraph 42 of the Complaint to the extent that they

144 pupruproprotrttotostsattaetea alelgeaglacl ocnocnlculsuisoionnwwhhicichhddooeessnnoottrreeqquuiirree aann aannsswwer, and to the extenntt aann aannsswweerr

15 is required, denies the allegations in Paraggrraapphh 4422 oof tthhee CCoommppllaaiinntt..

16

43. Denies the allegations in Paragraph 43 off the Complaint to the extent that they

177 pupruproprotrttotostsattaetea alelgeaglalcocnocnlculsuisoionnwwhhicichhddooeessnnoottrreeqquuiirree aann aannsswer, and to the exteenntt aannaannsswweerr

18 is required, denies the allegations in Paarraaggrraapphh 4433 oof tthheeCCoommppllaaiinntt..

19

44. Denies the allegations in Paragraph 44 off the Complaint to the extent that they

20 pupruproprot rttotostastaetea alelgeaglacl ocnocnlculsuisoinonwwhihcihchddooeessnnoottrreeqquuiirreeaannaannsswweerr,, aanndd ttoo tthe extent ann aannsswweerr

21 is required, denies the allegations in Paraggrraapphh 4444 oof tthhee CCoommppllaaiinntt..

22

45. Denies the allegations in Paragraph 45 off the Complaint to the extent that they

23 pupruproprot rttotostastaetea laelgeaglacl ocnocnlculsuisoinonwwhhicihchddooeessnnoottrreeqquuiirreeaannaannsswweerr,, aanndd ttoo tthe extent an aannsswweerr

24 is irseqreuqiureirde,dd,edneineisetshtehealalellgeagtaiotinosnsininPParaargagrarpaphh4455ooffththeeCCoommppllaaiinnttaanndd ddeenniieess that Plaintiiffffss aarree

25 enetnittlietldedtotoanaynyofofththeererelileieffssoouugghhtthheerrein.

26

46. Denies the allegations iin Paragraph 46 off the Complaint to the eextent that they

27 puprpuroprot rttotostasteatae laelgeaglaclocnocnlculsuisoinonwwhihcihchddooeessnnoottrreeqquuiirreeaannaannsswweerr,, aanndd ttoo tthe extent ann aannsswweerr

28 is irseqreuqiureirde,dd,edneineisetshtehealalellgeagtaiotinosnsininPParaargagrarapphh4466oofftthheeCCoommppllaaiinnttaanndd ddeennies that Plainnttiiffffssaarree

--66 --

AANNSSWWEERR &&AAFFFFIIRRMMAATTIVIVEEDDEEFFEENNSSESS NNoo. C-055--11229988((pPmJH)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 7 of 18

1 entitled to any off the reliieeff sought herein..

22

47. DDeenniieess tthhee aalllleeggaattiioonnss iinn PPaarraaggrraapphh 47 ooffthe CCoomplaint.

33

48. DDeennieess the aalllleeggaattiioonnss iinn PPaarraaggrraapphh 48 ooffthe Complaint, eexxcceepptt aaddmits that some

4 titles and recognition programs at Smith Barneeyy ccoonnssiiddeerr aa FFiinnaanncciiaall AAddvviissoor's grosss pprroodduuccttiioonn

5 anadn/od/roarsassestestsununddeerrmmaannaaggeemment.

66

49. DDenieess thhee aalllleeggaattiioonnss iinn PPaaragraph 49 ooffthe Complaint, eexxcceepptt aaddmits that each

77 SmSimthitBhaBrnaernyebyrabnracnhcohfofifcfeicheahsaas aBrBarnacnhchMManaangagererananddththaat tmmaannaaggeemmeennttinineeaacchhSSmmiitthh Barney

8 brabnracnhchahsassosmome deidscisrcerteiotinontotoalalollcoactaeteororddisitsrtirbibuuteteccaall-l-ininss,,wwaallkk--iinnss,, lleeaaddss aanndd rreeferrals too tthhee

9 FinFainnacnicailaAl Advdivsiosorsrsininththaattbbrraannch.

10

50. Denies the alleegations inn Paragraph 50 off the Complaint.

111

51. Denies the alleegations in Paragraph 51 off the Complaint, excepptt admits that Ms.

12 AmAmocohcaheavevwworokrekdedasasa aFiFniannacnicailalAAddvvisiosorrininththeeSSaannttaaRRoossaa,, CCaalliiffoorrnniiaa branch of Smmiitthh BBaarrnneeyy

133 frofrmomMMaracrhch22000000totoJJuulyly2233,,2200004.

14

52. Denies the allegations in Paragraph 522 of tthhee CCoommppllaaiinntt..

15

53. Denies the allegations in Paragraph 533 of tthhee CCoommppllaaiinntt..

16

54. Denies the allegations in Paragraph 544 of tthhee CCoommppllaaiinntt..

17

55. Denies the allegations in Paragraph 55 of the Complaint.

18

56. Denies the allegations in Paragraph 56 of the Complaint, except admits that MMss..

199 AAmmocohcaheavevcocmomplpalianiendedththataththeeaallloloccaatitoionnooffaaccccoouunnttss iinn ccoonnnnection with the disssoolluuttiioonnooffhheerr

200 papratnrtenresrhsihpipinin22000033hhaaddbbeeeenn "unfair."

21

57. Denies the allegations in Paragraph 57 of the Complaint.

22

58. Denies the allegations in Paragraph 58 of the Complaint.

23

59. Denies knowledge or information sufficient to form a belieeff as to the allegations

244 iniPnaPraargargarpahph5959ofotfhteheCComompplalianint,t,exexcceeppt taaddmmiittsstthhaattaacchhaarrggee ooffddiissccrimination, ameennddeedd

255 chcahragregseos fodfidsicsrcimriminiantaiotinonanadndaaNNootitciceeoof fRRigighhttttooSSuueeffoorr MMss.. AAmmoochaev purport too bbee aattttaacchheedd

266 asasExEhxihbibititAAtotoththeeCCoommplaintt..

27

60. Denies the allegations off Paragraph 60 of the Complaint, except admitss thhaatt

28 DeDbeobroarhahOOrlarlnadnodowwasasememplpolyoeydedasasaaFFininaanncciaiallAAddvviissoorriinntthhee SSaannttaa RRosa, California bbrraanncchhooff

--77 --

ANSWERR &AFFIRMATIVE DEFENSES Noo.. C-05-1298 (PJH)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 8 of 18

11 Smith Barney fromm Februaarryy 14,, 199977 uunnttiillJJuullyy2233,,22000044..

2

611.. Denies the allegations in Paragraph 611 of the Complaint.

3

62.. Denies the allegations in Paragraph 622 of the Complaint.

4

63. Denies the allegations in Paragraph 633 of the Complaint, except admits thaatt MMss..

5 Orlandoo complained that her branch manager provided her with a less desirable parkinngg sppaaccee

66 anadndofoffifcieceththananaammaalleeccoolllleeague..

7

64. Denies the allegations in Paragraph 64 of the Comppllaaiinntt..

8

65. Denies knowledge or information sufficient too form a belief as to thee allegaattiioonnss

9 in Paragraph 655 of the Complaint, except admits thaatt a charge of discrimination, amenddeedd cchhaarrggee

100 ofodfidsicsrcimriminiantaiotinonanadndNNotoitcieceofoRf Rigighht totoSSuueefoforrMMss..OOrrlalannddooppuurrppoorrttttoobbeeaatttaacchheedd aas Exhibit B

1111 totoththeeCCoommppllaint.

12

66. Denies the allegations in Paragraphh 6666 oof tthhee CCoommppllaaiinntt,, eexxcceeppttaaddmmiittsstthhaatt

133 KKatahtrhyrnynVVaranrenrewr wasasememplpoloyyededasasaaFFininaanncciaiallAAddvviissoorriinntthhee MMoodesto, California brraanncchhooff

144 SmSmithithBaBranrenyeyfrformom1918988thtrhoruougghh1919911, ,aannddinintthheeSSaannttaaRRoossaa, CCaalliiffoornia branch of SSmmiitthh

155 BaBranrenyeyfrformom1919911ththrorouugghhJJuullyy1166,,2200004.

16

67. Denies the allegations in Paragraph 67 off the Complaint.

17

68. Denies the allegations in Paragraph 68 off the Complaint, except admits that Mss..

188 VVaranrenrecrocmomplpalianiendedthtahtathhererbbrarnancchhmmaannaaggeer'rs'sddisitsrtirbibuutitoionnooffaaccccoouunnttss iinn2200003 hhad been unnffaaiirr ttoo
1199 hheerr..

20

69. Denies the allegations in Paragraph 69 off the Complaint.

21

70. Denies knowledge or information sufficient to form a belliieeffas to the allegations

22 iniPnaPrargargarpahph7070ofotfhteheCComomplpalianitn,t,exexcecpept taaddmmitistsththaattaacchhaarrggeeooffddiissccrriimmiinnaation and Noottiiccee oof

233 RiRghigthttotoSuSeufeofroMr Ms.sV. VaranrenrerpupruproprotrtotobbeeaatttatacchheeddaassEExxhhiibbiittDDttoo tthhee CCoomplaint.

24

71. Denies the allegations in Paragraph 711 off the Complaint, except admits that Ivy

25 SoSwo awsaesmemplpolyoeydedasasa aFiFniannacnicailalAAdvdivsiosor rininththeeGGlelennddaallee,,CCaalliiffoorrnniiaabbrraanncchh ooffSSmith Barnneeyy

26 frofrmomFeFberburaurayry232,3,22000011uunntitlilAAuugguusstt44,,2006.

27

72. Denies the allegations in Paragraph 72 off the Complaint, except admits that Mss..

28 SoSiosias awwomomananananddisisoof fFFiliilpipiinnoooorriiggin. -- 88 --

AANNSSWWEERR &&AAFFIRRMMATIVE DDEEFFEENNSSEESS NNoo. CC--0055--11229988 ((PPJJUH)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 9 of 18

1 1

73.. DDeenniieess thhee allegationnss in Paraggraapphh 7733 of tthhee CCoommppllaaiinntt..

2

744.. DDeenniieess tthhee aalleggaattioonnss in PPaarraaggrraapphh 7744 of tthhee CCoommppllaaiinntt..

3

75.. DDeenniieess thhee allegationnss in Paraggraapphh 7755 of tthhee CCoommppllaaiinntt..

4

766.. Denies the allegatioonnss in PPaarraaggrraapphh 7766 oof tthheeCCoommppllaaiinntt..

5

77.. Denies the allegations in Paragraph 77 of the Complaint, except denies knowwlleeddggee

6 oroirnfinofromrmatiaotinonsusfufficfiiceinetntotofofromrmaabbeelileifefaassttootthhee aalllleeggaations concerningg MMss.. SSoo''s ooffffiiccee..

7

78.. Denies the allegations in Paragraph 788 of the Compplaint.

8 8

79. Denies the allegations in Paragraph 79 of the Compplaint.

9

80. Denies the allegations in Paragraph 80 of the Complaint, except admitss thhaat MMss..

100 SoSococmomplpalianiendedthtahtathherersysynnddicicaateteaalloloccaatitoionnaanndd ooffffiiccee rreelloocation had been unnffaaiirr ttoohheerr..

11

81. Denies the allegations in Paragraph 811 of the Complaint to the extent that thheeyy

122 pupruproprotrtotostsattaetea alelgeaglacl ocnocnlculsuisoinonwwhhicihchddooeessnnoottrereqquuirireeaannaannsswweerr,,aannddttootthhee eexxtteenntt aan answer

13 is requiredd,, denies the allegations in Paragraph 811 of the Complaint, except admits that charggeess

144 ofodfidsicsrcimriminiantaiotinonanadndNNootitciecessoof fRRigighhtttotoSSuueeffoorrMMss.. SSoo ppuurrpport to be attachedd aass EExxhhiibbiittCCtoto

1155 thteheCCoommppllaintt..

1166

82. BBy Orderr dated February 122,,22000077, thee Court dismmissedd LLisa Straannggee WWeeaatthheerrbbyy

17 asaas naanmamededplpalianitniftfifafnadndthtehreerfeoforerennoorerespspoonnsseeisisrreeqquuiirreeddttoo tthhee aalllleeggaations in Paragraapphh 8822ooff

188 thteheCCoommppllaaiinnt.

119

83. BByy OOrrddeerr ddaatteedd FFeebbruuaryy 1122,,2007, the Court ddiissmmisssseedd LLiissaa SSttrraannge Weatherby

20 asaas naanmamededplpalinaitniftfifafnadndthtehreerfeofroerenonorersepspoonnseseisisrereqquuirireeddtototthheeaallleeggaattiioonnss iinn PPaaragraph 833 oof

2211 the Complaint.

22

884. BBy OOrddeerr ddaatteedd FFeebbruuaryy 1122,,2007, the CCourt ddiissmmisssseedd LLiissaa SSttrraanngge Weatherby

23 asaas naanmaemdepdlpalinaitniftfifafnadndthtehreerfeofroerenonorersepspoonnseseisisrereqquuirireeddtototthheeaallleeggaattiioonnss iinn PPaaragraph 844 of

224 thteheCCoommppllaaiinnt.

225

8855.. BByy OOrrddeerr ddaatteedd FFeebbrruuaarryy 1122,,2007, the CCoouurrtt ddiissmmiisssseedd LLiissaaSSttrraanngge WWeatherby

226 asaas naanmaemdedplpailnaitinftfifafnadndthtehreerfeofroerenonorersepspoonnseseisisrereqquuiriereddtototthheeaallleeggaattiioonnss iinnPPaarragraph 855 of

227 thteheCCoommppllaaiinntt.

2288

--99 --

AANNSSWWEERR &&AAFFFFIIRRMMAATTIlVVEEDDEEFFEENNSSEESS NNoo.. CC--0055--11229988((PPitJ-Hfl

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 10 of 18

1 1

8866.. For its respoonnssee ttoo Paarraaggrraapphh 8866oofftthheeCCoommppllaaiinntt,,SSmmiitthhBBaarrnneeyyrreeppeeaatstsaanndd

22 rearellaelgleegseistsitrsersepsopnosnessestotothtehepapraargargarpaphhssrerefeferrereddtotoininPPaarraaggrraapphh8866 oofftthhe CComplaintt..

3

87. Denies the allegations in Paragraapphh 877 of thhee Complaint to the extent thhaatt tthheeyy

44 pupruproprot rttotostastaetea alelgeaglacl ocnocnlculsuisoinonwwhhicihchddooeessnnoottrreeqquuiirreeaannaannsswweerr,, aanndd to tthe extent ann aannsswweerr

5 iss reeqquuiirreedd,, ddeenniieess the allegations in Paragraph 877 of thhee Commppllaaiinnt, except admits thaatt PPllaaiinnttiiffffss

6 pupruproprot rttotorerperperseesnetnat aclcalsasssanadndthtahtatNNootitciceessoof fRRigighhtttotoSSuueeppuurrppoorrttttoo bbee aattttaached as exhhiibbiittssttoo

7 thhee CCommpplaint and denies knowledge and information sufficient to formm a belief as ttoo PPllaaintiffs'

8 cclaaiimm tthhaatt tthheeyy hhaavvee eexxhhaauusstteedd tthheeiirraaddmmiinniissttrraattiivveerreemmeeddieiess. . Further, Smith Barnneeyy

9 affaifrfmiramtiavteivlyelsytasteastetshtahtaPt lPalianitniftfifsfscacnanontotpproroppeerlrylymmaainintataininththisisccaasseeaassaaccllaassss aaccttion under

100 FeFdeedrearlalRRuuleleoof fCCivivililPPrroocceedduurre 23.

11

88. Denies the allegations in Paragraph 88 off the Complaint.

12

89. Denies the allegations in Paragraph 89 off the Complaint.

13

90. Denies the allegations in Paragraph 90 of the Complaint.

14

91. Denies the allegations in Paragrraapphh 9911 ttoo tthhee eexxtteenntt tthhaatttthheeyyppuurrppoorrttttoossttaateteaa

15 legal conclusion which does not require an answer, and to the extent an answer is required,

166 dedneineisesthtehealallelgeagtaitoionnssininPPaararaggrarapphh9911 oofftthhee CCoomplaint.

17

92. Denies the allegations in Paragraph 92 off the Complaint.

18

93. Denies the allegations in Paragraph 933 off the Complaint and denies that Plaintiffs

199 araereenetnittilteldedtotoaannyyrreelliief.

20

94. For its response to Paragraph 94 off the Complaint, Smith Barney repeats and

21 realleges its responses to the paragraphs referred to in Paragraph 94 off the CComplaint.

22

95. Denies the allegations in Paragraph 95 to the extent that they purport to state a

223 legleagl aclocnocnlucsluiosniown hwihchichdodeosens ontorterqeuqiuriereananananswsweer,r,aannddtotoththeeeexxtetennttaannaannsswweerr iiss required,

224 dedneiensietshethaellaelgleagtiaotinosnisninPaPraargargarpahph9595ofotfhteheCCoommpplalainint,t,eexxcceeppttaaddmmiittsstthhaattPPllaaiinnttiiffffss purport too

225 reprerepsrensetnat calacslassasnadndthtahtaNt NotoictiecsesofoRf RigihgthtotoSSuueeppuurprpoortrttotobbeeaattatacchheeddaasseexxhhiibbiittss tto the

226 CoCmopmlapilnatinatnadndedneinesieksnkonwowleldegdegeanadndinifnofromrmataitoionnsusuffifcicieienntttotoffoorrmmaabbeellieieffaass ttoo PPllaaintiffs'

27 clacilmaismtshtahtatthtehyeyhahvaeveexehxahuaustsetdedththeeiriraaddmmiinniissttrraattiivvee rremedies. FFuurrtthheerr,, SSmmiitthh Barneyy

2288

--100 --

AANNSSWWEERR &&AAFFFFIIRRMMAATTIlVVEEDDEEFFEENNSSEESS NNoo. CC-05-1298 (PJilHl

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 11 of 18

1 affirnmnaattiivvely states that Plaintiffs cannot properly mmaaintain this case as a class action uunnddeerr 22 FeFdeedrearlaRl Ruuleleoof fCCiviviillPPrroocceeddure 233..

3

9966.. Denies the allegations in Paragraph 996 of thhee Commppllaaiinntt..

4 4

97. Denies the allegations in Paragraapphh 9977 of thhee CCommpplaint and denieess thhaatt PPllaaiinnttiiffffss

5 aarree eennttiittledd ttoo annyy relliieeff..

6

98. For its response to Paragraph 9988 of tthhee CCoommppllaaiinntt,, Smith Barney reeppeeaattss aanndd

7 realleges its responseess too thee ppaarraaggrraapphhss rreeffeerrrreeddttooiinnPPaarraaggrraapphh9988oofftthheeCCoommpplalainint.t.

8

99. Denies the allegations in PPaarraaggrraapphh 9999 oof tthhee CCoommppllaaiinntt,,eexxcceeppttaaddmmitiststthhaatt

9 PlaPilnatiinftfisffAs mAmocohcaheave,vO, Orlarlnadnod,oV, VaranrenreranadndSSooppuurprpoortrttotobbrrininggaaccllaaiimmuunnddeerrtthhee CCalifornia Faaiirr

100 EmEmplpolyomymenetnat nadndHHouosuisnigngAActctoonnbbeehhaalflfoofftthheemmsseellvveess aanndd aa SSubclass of femaallee FFiinnaanncciiaall

111 AAdvdivsiosrosrsemempploloyyeeddininSSmmitihthBBaarrnneeyy's'sCCaalliiffoorrnnia branchh ooffffiicceess..

12

10000.. DeDneiensietshtehaellaellgeagtaiotinosnsininPParaargagrarapphh110000tototthheeeexxtteenntt tthhaatt they purport ttoo ssttaatteeaa

13 legal conclusion which does not require an answer, and to the extent an answer is requiredd,,

144 dedneineisesthtehealalellgeagtaitoinosnsininPParaargagrarpaphh110000ooffththeeCCoommppllaaiinntt,, eexxcceepptt aaddmits that Noottiicceess oof RRiigghhtttoto

155 SuSeuepupruproprotrtotobebeatattatcahcheeddaasseexxhhiibbiittssttoo tthhee CComplaint..

16

101. Denies the allegations in Paragraph 1011 of the Complaint to the extent that they

177 pupruproprotrttotostsattaetea alelgeaglacl ocnocnlculsuisoinonwwhihcihchddooeessnnoot trereqquuiriereaannaannsswweerr,,aannddttootthheeeexxtteenntt aann aannswer

18 is required, denies the allegations in Paragraph 1011 of the Complaint.

119

102.. DeDneiensietshethaellaelgleagtaiotinosnsininPParaargagrarapphh110022oofftthhee CCoomplaint.

220

103. DeDneiensietshethaellaelgleagtiaotinosnisninPaPraargargarpaphh101033oof fththeeCCoommppllaaiinnttaanndd ddeennies that

221 PPlaintiffs are entitled to any relief.

222

104. ByBOyrOderdredradteadteFdeFberburaurayry121,22,200077, ,ththeeCCoouurtrtddisismmisissseeddLLiissaaSSttrraannge Weathheerrbbyy

223 asaas naanmamededplpalianitniftfifafnadndththereerefoforerepplalaininttiiffffss''""FFoouurrtthhCCllaaiimm ffor Reliieeff''iiss ddiissmmissed anndd nnoo

224 resrpesopnosnesiesirserqeuqiureirdedtotothtehealallelgeagtaitoionnssininPPaararaggrraapphh110044 oofftthhe CComplainntt..

225

105. ByBOyrOderdredradteadteFdeFberburaurayry121,22,200077, ,ththeeCCoouurtrtddisismmisissseeddLLiissaaSSttrraannge Weathheerrbbyy

226 asaas naanmamededplpalianitniftfifafnadndththereerefoforerepplalaininttiiffffss''""FFoouurrtthhCCllaaiimm ffor Reliieeff''iiss ddiissmmissed anndd nnoo

227 resrpesopnosnesiesirserqeuqiureirdedtotothtehealallelgeagtaitoionnssininPPaarraaggrraapphh110055 ooffthe Complaaiinntt..

228

-- 1111 --

AANNSSWWEERR&&AAFFFFIIRRMMAATTIIVVEEDDEEFFEENNSSEESS NNoo..CC-O-055--11229988 ((PPJlHH

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 12 of 18

1

110066.. ByBOy rOdredredradtaetdedFeFberburaurayry121,22,2000077,,ththeeCCoouurrttddiissmmiisssseed LLisa Stranggee WWeeaatthheerrbbyy

22 asaas naanmamededplpalianitniftiffaf nanddththeererefoforreeppllaaiinnttiiffffss'' ""FFoouurrtthh CCllaaim for Relief' iis dismissedd aannddno

3 rreessppoonnssee iiss rreeqquuiiredd to the allegations in Paragraphh 106 of thee Comppllaaiinntt..

4 4

110077.. ByBOy rOdredredr adtaetdedFeFberburaurayry121,22,2000077,,tthheeCCoouurrttddiissmmiisssseed Lisa Strannggee WWeeaatthheerrbbyy

5 ass aa nnaammeeddppllaaiinnttiifff aannddtthheerreeffoorreepplalainintitfiffss' '""FFoouurrtthhCCllaaiimmffoorrRReelliieeff'' iss ddiissmmiisssseeddaannddnnoo

6 resppoonnssee iss required too the allegations in Paragraphh 107 of thee Commppllaaiinntt..

7

10088.. ByBOy rOdredredradtaetdedFeFberburaurayry121,22,2000077,,ththeeCCoouurrttddiissmmiisssseedd LLiissaa SStrangee WWeeaatthheerrbbyy

88 asaas naanmamededplpalianitnitfifffananddththeerreeffoorreeppllaaiinnttiiffffss'' ""FFoouurrtthh CClaim for Relief' iis dismissseedd aannddnnoo

9 resrpesopnosnesiesirserqeuqiureirdedtotothtehealallelgegataitoionnssininPPaarraaggrraapphh110088 ooffthe Complaaiinntt..

10

109. For its response to Paragraph 109 of the Complaint, Smith Barney repeattss anndd

11 realleges its responses to the paragraphs referred to in Paragraph 109 off the Complaintt..

12

110. Denies the allegations in Paragraph 110 of the Complaint, except admits that Mss..

1133 SoSopupruproprotrststotobrbirnigngaaclcaliamimfoforrraracceeaannddnnaattiioonnaall oorriiggiinn ddiissccrriimmination under Tiittllee VVIIIIoofftthhee

14 Civil Rights Act on her own behalf.

15

111. Denies the alleeggatiioonns iin Paragraph 1111 offthe Complaiinntt to tthhe eextent that they

166 pupruproprotrttotostsataetea alelgeaglacl ocnocnlculsuisoinonwwhihcihchddooeessnnoot trereqquuirireeaannaannsswweerr,,aannddttootthheeeexxtteenntt aann aannswer

17 is irserqeuqiureirde,dd, edneineisesthtehealalellgeagtaitoinonssininPPaararaggrarapphh111111 oofftthheeCCoommppllaaiinntt,, eexxccept admits thaatt cchhaarrggeess

188 ofodfidscisrcimriminiantaiotinonfofrorMMs.s.SoSopupruprpoortrtotobbeeaattatacchheeddaassaanneexxhhiibbiitt ttoo tthhe CComplaint andd ddeenniieess

19 knkonwolweldegdegeanadndinifnofromrmataiotinonsusfuffifciiceinent ttotofoformrmaabbeelileieffaassttooPPllaaiinnttiiffffss''ccllaaiimmtthhaatt MMs. SSo

20 exehxahuasutsetdedhehreradamdmininisitsrtaratitviveerreemmeeddies.

21

1122.. Denies the aalllleeggations iinn PPaaragraph 11112 ooffthe Complaint.

222

1133.. DDenies the aalllleeggaattiioonns iinn PPaaragraph 1113 offthe Complaint.

23

1144.. Denies the allegations iin Paragraph 1114 offthe Complaint.

2244

1155.. DDenies thhe aalllleeggaattiioonns iinn PPaaragraph 1115 ooffthe Complaaiinntt aanndd ddeennies that Ms. So

25 is entitled ttoo aannyy rreelliieeff.

226

1166.. Forr its rreesspponse tto PPaarraaggrraapph 11116 offthe Complaint, SSmmiitthh BBaarrnney repeats and

227 rearlelaelgleegseistsitrsersepsopnosnessetsotothtehepapraargargarpahphssrerfeeferrereddtotoininPPaarraaggrraapphh111166oofftthhee CCoomplaint.

2288

-- 1122 --

AANNSSWWEERR &&AAFFFFIIRRMMAATTIIVVEEDDEEFFEENNSSEESS NNoo. CC--0055--11298 (PJH)

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 13 of 18

1

11117. DDeenniieess thee allegatioonnss in Parraaggrraapphh 1177 of tthhee CCoommppllaaiinntt,, exceepptt aaddmmiittss tthhaattMMss..

2 SoSpoupruproprotsrttsotobrbinrignga aclcaliamimfofrorarcaeceananddnnaatitoionnaalloorrigigininddiissccrriimmiinnaattiioonnuunnddeerr the Californiaa FFaaiirr

3 EmEpmlpolyomymenetnat nadndHHouousisninggAAccttoonnbbeehhaallffooffhherself indiivviidduuaalllyy..

4

11188.. DeDneinesietshtehealalellgeagtaiotinosnsininPParaaraggrarapphh111188oofftthhee CCoommppllaaint to the exteenntttthhaatttthheeyy

5 ppuurrppoorrtt to state a legal conclusion whicchh ddooeess nnoottrreeqquuiirreeaannaannsswweerr,,aannddttootthheeeexxtteennttaannaannsswweerr 6 is irseqreuqiureirde,dd,edneineisetshtehealalellgeagtaiotinosnsininPParaargagrarapphh11188ooffththeeCCoommppllaaiinntt,, eexxcceepptt aaddmits that chhaarrggeess

7 ofodfisdcisricmriminiantiaotinonanadndNNotoictiecsesofoRf Rigihght totoSSuueefoforrMMss..SSooppuurrppoorrttttoobbee aattttaacchhed as an exhibbiitt ttoo

8 thee Complaint.

9

119. Denies the allegations in Paragraph 119 of the Complaint and denies that Mss.. Soo

l1O0 iissenentittilteleddttooaannyy rrelieff..

11

120. For its response to Paragraph 120 of the Complaint, Smith Barney repeattss andd

122 reraelalellgeegsesitsitsrersepsopnonsessestotoththeeppaararaggrarapphhssrreeffeerrrreedd ttoo iinn PPaarraagraph 1120 of the Commppllaaiinntt..

13

1211.. DeDneiensietshethaellaelgleagtiaotinosnisninPaPraargargarpahph121121oof fththeeCCoommpplalainint,t,eexxcceeppttaaddmmiittss tthhat Ms.

14 SoSopupruproprotsrtstotobrbirnignga aclcaliamimfofor rrarcaceeddisicscrirmimininaattiioonnuunnddeerr4422 UU..SS.C §§ 1981 on behalf of hheerself

15 individually.

16

1222.. DeDneiensietshtehaelalellgeagtaiotinosnsininPParaaraggrarapphh112222oofftthhee CComplaint..

17

123.. DeDneiensietshethaellaelgleagtaiotinosnsininPaPraargargarpaphh112233ooffththeeCCoommppllaaiinnttttoo tthhe extent thhaatt tthheeyy

188 pupruproprotrttotostsattaetea alelgeaglalcocnocnlculsuisoionnwwhhicichhddooeessnnoottrreeqquuiirreeaann aannsswwer, aand to the extent aann aannsswweerr

19 is irserqeuqiureirde,dd, edneineisesthtehealallelgegaatitoionnssininPPaarraaggrraapphh 11223 offthe Comppllaaiinntt..

20

124.. DeDneiensietshethaellaelgleagtaiotinosnsininPaPraargargarpaphh112244oof fththeeCCoommppllaaiinnttaanndd ddenies that MMss.. SSoo

21 is entitled to any relief.

222

125. DeDneiensietshethaellaelgleagtaiotinosnsininPaPraargargarpaphh121255oof fththeeCCoommppllaaiinnttaanndd ddeenies that

23 Plaintiffs are entitled to aany rrelief.

224

112266.. DDeennies tthhe aalllleeggaattiioons iinn PPaaragraph 11226 ooffthe CCoomplaint.

225

112277.. Denies the aalllleeggaations iinn PPaaragraph 11227 ooffthe Complaint.

2266

12288.. Denies the aalllleeggaations iinn PPaaragraph 1128 ooffthe Complaint.

227

112299.. DDeenniieess tthhaatt PPllaaiinnttiiffffss aarre eenntitled to any offthe reelliieeffsoouugghhtt iinn PPaaragraphs 1129 to

2288 114411..

-- 1133 --

AANNSSWWEERR &&AAFFFFIIRRMMAATl IVEE DDEEFFEENNSSEESS NNoo.. CC--0055--11229988 ((PPJlHH))

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 14 of 18

1

Smith Barney denies all allegations not specifically admitted hereinn,, and itt fuurrtthheerr

2 plepaledasdtshtehefoflollolwowininggaaffifrimrmaattiivveeddeeffeenses:

3

FIRST AFFIRMATIVE DEFENSE

4

Plaintiffs' CCoommppllaaiinnttffaaiillss ttoo ssttaatte a claim upon which relief can be granteedd..

5

SECONDD AAFFFFIIRMAATTIIVVEE DDEEFENNSSEE

6

Plaintiffs' ccllaaiimmss aarree bbaarrrreedd iinn wwhole or in part by the doctrine ofllaacchheess..

7

THIRD AFFIRMATIVE DDEFENSSEE

8 8

Plaintiffs' ccllaaiimmss aarree bbaarrrreedd iinn wwhole or in part by the doctrine of unclean hhaannddss aanndd//oorr

9 esteosptoppepleblybryeraesaosnonofocfocnodnudcutcat nadndacatcitoionnssooffPPllaaiinnttiiffffssaanndd//oor each of themm..

10

FOURTH AFFIRMATIVE DEFENSSE

11

Plaintiffs' ccllaaiimmss aarree bbaarrrreedd iinn wwhole or in part by their failure to mitigaattee,, orr rreeaassoonnaabbllyy

1122 atatettmemptptotommitiitgigaattee,,tthheeiirr ddaamageess..

13

FIFTH AFFIRMATIVE DEFENSE

14

To the extent Plaintiffs seek relief uunnddeerr TTiittllee VVIIII oof tthhee CCiivviill RRiigghhttss AAccttooff 11996644,,aass

155 amamenenddeedd,,4422 UU..SS.C. § 2000e et seq., and/or 42 U.S.C. § 11998811,, and/or the California Fair 1166 EmEmplpolyomymenetnat nadndHHoouusisninggAAcct,t,GGoovveerrnnmmeenntt CCoode § 12940 et seq., from or for employment

1177 dedceicsiosinosnsoroarcatciotinosnsthtahtatwwereerennoot tininccluluddeeddininaacchhaarrggeettiimmeellyy ffiiled with the approopprriiaattee

18 administrative agency, such claims are barred because of the failure to exhaust administrative

199 rermemedeideisesanandd/o/orrththeeffaaiilluurree ttoo ssaattisfy thee statutory prerequisites and the Court therefore lacks

200 susbujbejcetcmt matatettrerjujurirsidsdicitcitoionnoovveerrssuucchhccllaaiimms.

21

SIXTH AFFIRMATIVVE DDEEFENNSSEE

22

To the extent Plaintiffs seek reliieeff under Title VII of tthe Civil Rights Act off11964, as

23 amended, 42 U.S.C. § 2000ee et seq., and/or 42 U.S.C. § 11998811,, and/or the California Fair 24 Employment and Housing Act, Government Code § 112940 eett sseq., ffrrom or ffor employment

25 decisions or actions that wwere not made the subject off a timely charge with the appropriate

26 agency, such claims are barred.

27

28

-- 114 --

AANNSSWWEERR &&AAFFFFIIRRMMAATT!IVVE DDEEFFEENNSSEESS NNoo. CC--0055--1122998 ((PPJJHH

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 15 of 18

1

SSEVVEENNTTHH AAFFFFIIRRMMAATTIIVVEE DDEEFFEENNSSEE

2

To the extent Plaintiffs seek relief uunnddeerr TTiittlleeVVIIIIoof tthheeCCiivviillRRiigghhttssAAccttooff11996644,,aass

3 amamenednedded, ,4422UU..SS..C. § 2000e et seq.,, and/or 4422 U..SS..CC.. § 11998811,, and/or the California Faaiirr 4 EmEpmloplyomymenetnatnadndHHouosuisninggAAcct,t,GGoovveerrnnmmeenntt CCoode § 12940 et seq., such claims are barred byy tthhee

5 aapppplliiccaabbllee statutes of limitations.

6

EIGHTH AFFIRMATIVE DDEEFENNSSEE

7

Plaintiffs' ccllaaiimmss ffor eexxeemplary or punitive damages aree barred in whhoollee oorr iinn ppaarrttbbyytthhee

8 provisions of the United States Constitution.

9

NINTH AAFFFFIRMAATTIIVVEE DDEEFFEENNSSEE

10

Plaintiffs' ccllaaiimmss ffoor ppunitive damages are barred on the grounds that Smitthh BBaarrnneeyy's

11 actionss werree not undertakeenn wwiitthh mmaalliiccee oorrrreecckklleessssiinnddiiffffeerreenncceettootthheePPllaaiinnttiiffffss'' ffeeddeerraalllyy

1122 prporoteteccteteddrriigghts.
13

TENTH AFFIRMATIVE DEFENSSEE

14

Plaintiffs are not entitled to recover any punitive or exemplary damages and any

15 allegations with respect thereto should be stricken because:

16

a. PlPalianitnitfiffsfshhaavveefafailieleddtotopplleeaaddffaaccttss ssuuffffiicciieennt to support allegaattiioonnssooff

17

oppression, fraauudd aanndd//oorrmmaalliiccee.. Cal. Civ. Code § 33229944((aa));;

18

b. PPlalianintitfifsfshhaavveefafailieleddttoopplleeaadd ffaaccts ssuuffficient to support allleeggaattiioonnssooff

19

gross or reckless disregard for the rights off Plaintiffs or that Smith Barney

20

was motivated by evil motive or intent;

21

c. NNeietihtehrerSSmmitihthBBaranrneeyynnoorraannyyooffitistsooffficiceerrss,,ddiirreeccttoorrssoorrmmaannaagging agents

22

committed any alleged oppressive, fraudulent or malicious act, authorized

23

or ratified such act,, or haadd addvvaannccee kknnoowwlleeddggee oof tthhee uunnffiittnneessss,,iiffaannyy, ,ooff

224

any employee or employees who allegedly committed such an act or

225

employed any such emplooyyeeee oor emmppllooyyeeeess wwiitthh aa ccoonnsscciioouussddiissrreeggaarrddooff

226

the rights or safety of ootthheerrss.. Cal. Civ. Code § 33229944((bb));; aand

27

d. CCalailfiofronrinai'as'slalwawssrergegaardrdininggththeeaalleleggeeddccoonndduuccttiinn tthhiiss aaction aree toooo

28

vague to permit the imposition off punitive damages, and California's laws,

-- 1155 --

AANNSSWWEERR &&AAFFFFIIRRMMAATIVVE DDEEFFEENNSSEESS NNoo. CC--0055--11229988 ((PPuJ-HI))

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 16 of 18

11

rules and procedures regarding ppuunnitive damages, as applied to thhee ffaaccttss in

2

this case, would violate Defendant's constitutional rights under pproovviissiioonnss

33

of the United States and CCalifornia Connsstitutions, including but nnoott lliimmiitteedd

4

to, the Due Process Clauses of the Fifth and Fourteenth Amendments to

5

the United States Constitution, and the Excessive Fines and Cruel and

6

Unusual Punishment Clauses off the Eighth Amendment to the United

7

States Constitution.

88

ELEVENTH AFFIRMATIVE DDEFENNSSEE

9

All off Smith Barney's eemmployment decisions with respect to Plainnttiiffffss wweerree bbaasseedd

10 on legitimate, non-discriimminnaattoorryy bbusiness reasons and were not pretextss for ddiscrimination.

1111

TWELFTH AFFIRMATIVE DEFENSE

12

All ooffSSmithh Barnneeyy''ss eemmppllooyymmeennt decisions with respect to Plaintiffs wweerree jjoobb--

13 related and consistent with business necceessssiittyy..

14

THIRTEENNTH AFFIRMATIVE DEFENSE

15

All offSmith Barneyy''ss eemmppllooyymment decisions with respect to Plaintiffs wweerree bbaasseedd

16 on bonajfIidee ffaaccttoors ootthheerr than genddeerr..

17

FOURTEENTH AFFIRMATIVE DDEFENNSSEE

18

Some or all of the formmss of relief sought in the Complaint are barred becauussee

19 Smith Barney has at all times acted inn good faith and with the honest beelliieeffthat its conduct was

20 in compliance with Title VII ooffthe Civil Rights Act off 119964, as amended, 42 U..SS..Cc. § 2000e et

21 seq., and/or 42 U.S.C. § 11998811,, and/or the California Fair Employment and Housing Acctt,, 22 Government Code §§ 12940 et seq.

23

FIFTHTEENTH AFFIRMATIVVE DDEEFFEENNSSEE

24

Smith Barney exercised reasonabbllee care to prevent and correct any allegedd sseexxuuaall

25 harassing behavior and Plaintiffs unreaassoonnaabbllyy ffaaiilleeddttoo ttaakkee aaddvvaannttaaggeeoof aannyypprreevveenntitivveeoorr

26 ccoorrrreeccttiivvee ooppppoorrttuunniittiieess pprroovviiddeedd bbyy SSmmiitthh BBaarrnneeyy.. 27

28

-- 16 --

ANNSSWER &AFFIRMATIVE DDEEFFEENNSSEESS No. C-.05-1298 (PJH

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 17 of 18

1 1

SIXTEENTH AAFFFIRMATIVE DEFENSE

2 2

Plaintiffs' ccllaaiimms aand allegations on behalf of the putative classs aarree faccttuuaallllyyaannddlleeggaalllyy

3 inappropriate for resolution as a class action under Federal Rule of Civil Procedure 233..

4 4

SSEVVEENNTTEEEENNTTHH AAFFFFIIRRMMAATTIIVVEE DDEEFFENNSSEE

5

To the extent that certificaattiioonn oof tthheeppuurrppoorrtteeddccllaassssiissddeenniieedd,,PPllaaiinnttiiffffss'' ccllaaiimmss

6 mumsut sbtebaerabribtriatrtaetdedpuprusrusaunatntotoththeeteterrmmssoofftthheeiirr employmenntt ccoonnttrraacctt..

7

EIGHTEENTH AFFIRMATIVVEE DDEEFFEENNSSEE

8

Plaintiffs lack standing to challenge any employment practices that did not affect themm..

9

NINETEENTH AFFIRMATIVE DEFENSE

10

Any alleged harassment that Plaintiffs may have experienced was not sufficiently

11 pervasive to affect the terms or conditions off their employment, and thus is not actionabllee..

12

Smith Barney states thaatt it ccuurrrreennttllyy hhaass iinnssuuffffiicciieenntt kknnoowwlleeddggeeoorriinnffoorrmmaattiioonnoonn

133 wwhihcihchtotofofromrma abebleielifeafsastotowwhheeththeerrititmmaayyhhaavveeaaddddiittiioonnaal, aass yyet unstated, affirmmaattiivveeddeeffeennsseess

144 avaavialailbalbel.eS. mSimthitBhaBrnarenyeryerseesrevrevsetshteherigrihgthtotoasassesretrtadaddditiitoionnaallaaffifrimrmaatitviveeddeeffeennsseess iinn the event

155 thtahtadt idsicsocvoevreyryinidnidciactaetessththeeyywwoouuldldbbeeaapppprroopriate.

16

17

18

19

20

21

22

223

224

225

226

27

28

-- 17 --

AANNSSWWEERR &AFFFIIRRMMAATTIIVVEE DDEEFFEENNSSEESS NNo. CC--0055--11229988 ((PPuJ-HI

Case 3:05-cv-01298-PJH Document 128 Filed 02/16/2007 Page 18 of 18

1

WWHHEERREEFFOORREE,, defendant Smith Barneeyy rreessppeeccttffuullllyy reqquueessttss that the Court ddiissmmiissss tthhiiss

22 aaccttiioonn wwiitthh pprreejjuuddiiccee and awaarrdd Smith Baarrnneeyy iittss ccoossttss of aaccttiioonn,, reasonaabblee aattttoorrnneeyyss'' feeeess aanndd

33 ssuucchh ootthheerr aanndd ffuurrtthheerr rrelief ass may bee jjuusst aanndd pprrooppeerr..

4 DADATETEDD: :FFeebbrruuaarryy1166,,2007
5 6

RReessppeeccttffuullllyy ssuubbmmiitttteedd,, PPAAUULL,, WWEEIISSSS,, RRIIFFKKIINNDD,, WHARTON && GARRISON LLP

7

By:______~I/ss!~/J~aJy~a~CC~oohh~een=n~____________~
8 8

9

JJaayy CCoohheenn ((pprroo hhaacc vviiccee)) Brad S.. Kaarrpp ((pprroo hac viccee))

10

Daniel 1J. Toal (pro hac vice)

Liza MM.. Velazquez (prroo hac vice)

11

128855 AAvveennuuee of the Ammeerricas

Neww YYork, NNeeww YYoorrkk11000019-6064

12

TTeelleepphhoonnee:: ((221122))337733--33000000

13

Facssiimmiillee:: ((22112) 7757-3990

14

Malcolm A. Heinicke

MUNGER TOLLES && OLSON LLP

15

560 Mission Street, 27th Floor

San Francisco, CA 94105

16

TTeelleepphhoonnee:: ((441155))551122--44000000

17

Facsimmiillee:: ((441155)) 551122--44077

18

Attorneys for Defendant Smith Barney Inc..

d/b/a Citigroup Global Markets Inc.

19

20

221

22

23

224

2255

2266

2277

228

-- 1188 --

AANNSSWWEERR&&AAFFFFIIRRMMAATTIIVVEEDDEEFFEENNSSEESS NNoo..CC--0055--11229988((PPJJHH

 
 Case 3:05-cv-01298-PJH Document 186 Filed 07/24/2008 Page 1 of 35

1 Kelly M. Dermody (State Bar No. 171716) Heather H. Wong (State Bar No. 238546)
2 LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
3 275 Battery Street, 30th Floor San Francisco, CA 94111-3339
4 Telephone: (415) 956-1000 Facsimile: (415) 956-1008
5 Cyrus Mehri (pro hac vice)
6 Anna M. Pohl (pro hac vice) MEHRI & SKALET, PLLC
7 1250 Connecticut Avenue, NW. Suite 300 Washington, DC 20036
8 Telephone: (202) 822-5100 Facsimile: (202) 822-4997
9 Adam T. Klein (pro hac vice)
10 Piper Hoffman (pro hac vice) Justin M. Swartz (pro hac vice)
11 OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor
12 New York, New York 10016 Telephone: (212) 245-1000
13 Facsimile: (212) 977-4005

James M. Finberg (State Bar No. 114850) ALTSHULER BERZON LLP 177 Post Street, Ste. 300 San Francisco, CA 94108 Telephone: (415) 421-7151 Facsimile: (415) 362-8064

14 Attorneys for the Plaintiffs and the Class

[Additional Counsel Listed on Signature Page]

15

UNITED STATES DISTRICT COURT

16

NORTHERN DISTRICT OF CALIFORNIA

17
RENEE FASSBENDER AMOCHAEV, 18 DEBORAH ORLANDO, KATHRYN N.
VARNER and IVY SO on behalf of 19 themselves and all others similarly situated,

20

Plaintiffs,

21

v.

22 CITIGROUP GLOBAL MARKETS, INC., d/b/a SMITH BARNEY,
23

24

Defendant.

25

Case No. C-05-1298 PJH

PLAINTIFFS’ MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR: (1) FINAL APPROVAL OF CLASS ACTION SETTLEMENT; (2) CERTIFICATION OF SETTLEMENT CLASS; (3) APPROVAL OF DISTRIBUTION OF SETTLEMENT FUNDS

Date:

August 13, 2008

Time: 9:00 a.m.

Place: Courtroom 3

Hon. Phyllis J. Hamilton

26

27

28

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1

TABLE OF CONTENTS

2

Page

3 INTRODUCTION .......................................................................................................................... 1

4 SUMMARY OF SETTLEMENT TERMS..................................................................................... 1

I. INJUNCTIVE RELIEF........................................................................................... 2

5

A. Communications ......................................................................................... 2

6

B. Branch Management/Mobility .................................................................... 2

7

C. Account Distribution................................................................................... 4

1. Power Rankings .............................................................................. 4

8

2. Account Distribution Policies ......................................................... 5

9

3. Disputes Concerning Account Distributions................................... 7

10

4. Financial Life Services And Bank-Based Advisors........................ 7

5. Up-front Bonuses ............................................................................ 7

11

6. Retiring Financial Advisors ............................................................ 8

12

7. Partnerships ..................................................................................... 9

13

8. Leads, Call-Ins, And Walk-Ins...................................................... 10

9. Development Opportunities .......................................................... 11

14

D. Complaint Process And Training .............................................................. 11

15

E. Appointments ............................................................................................ 12

16

1. Industrial Psychologist .................................................................. 15

F. General Non-Discrimination Provisions ................................................... 18

17

G. Duration Of The Settlement ...................................................................... 18

18

H. Enforcement .............................................................................................. 19

19

I. Monitoring ................................................................................................ 19

1. Data Collection ............................................................................. 19

20

2. Monitoring System........................................................................ 19

21

2. Reports .......................................................................................... 20

22

3. Meetings........................................................................................ 20

II. MONETARY RELIEF ......................................................................................... 20

23

III. RELEASE OF CLAIMS ....................................................................................... 23

24 LEGAL STANDARD................................................................................................................... 24

25 ARGUMENT ................................................................................................................................ 25

IV. THE COURT SHOULD GRANT FINAL APPROVAL TO THE

26

SETTLEMENT AND SETTLEMENT AGREEMENT....................................... 25

27

A. The Settlement Agreement Provides Exceptional Injunctive And Monetary Relief To The Class .................................................................. 25

28

1. The Settlement Agreement Provides Exceptional

Injunctive Relief............................................................................ 25

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1

TABLE OF CONTENTS

(continued)

2

Page

3

2. The Monetary Relief Provided by the Settlement Agreement Is

Substantial and Fairly Allocated ................................................... 26

4

B. The Reaction Of The Class Supports Approval Of The Settlement ......... 27

5

C. The Litigation Involved Substantial Potential Risks................................. 27

6

D. The Parties Conducted Extensive Investigation And Analysis And The Settlement Was Reached through Arms’ Length Negotiations. ........ 28

7

E. The Recommendations Of Experienced Counsel Favor Approval Of

The Settlement .......................................................................................... 30

8 CONCLUSION ............................................................................................................................. 30

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

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1

TABLE OF AUTHORITIES

2

Page

3

CASES

4 Boyd v. Bechtel Corp.,

5

485 F.Supp. 610 (N.D. Cal. 1979) ....................................................................................... 25, 30

6

Class Plaintiffs v. City of Seattle, 955 F.2d 1268 (9th Cir. 1992).................................................................................................... 24

7 Ellis v. Naval Air Rework Facility,

8

87 F.R.D. 15 (N.D. Cal. 1980)............................................................................................. 24, 25

9

Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir. 1998)........................................................................................ 25, 27, 30

10 Officers for Justice v. Civil Servo Comm’n,

11

688 F.2d 615 (9th Cir. 1982)................................................................................................ 24, 25

12

Staton v. Boeing Co., 327 F.3d 938 (9th Cir. 2003)...................................................................................................... 25

13

RULES

14 Fed. R. Civ. P. 23(a) ........................................................................................................................................... 23
15 23(b)(2) ...................................................................................................................................... 23 23(b)(3) ...................................................................................................................................... 23
16 23(e) ................................................................................................................................. 1, 24, 30

17

18

19

20

21

22

23

24

25

26

27

28

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1

INTRODUCTION

2

The parties have agreed to a settlement that provides comprehensive injunctive relief and

3 monetary relief totaling $33,000,000 plus interest accruing since December 14, 2007.1 The

4 parties’ settlement, embodied in the Settlement Agreement, easily satisfies the “fair, reasonable,

5 and adequate” standard for final approval. See Federal Rule of Civil Procedure 23(e).

6

The Settlement Agreement provides exceptional relief to female Financial Advisors at

7 Citigroup Global Markets, Inc., d/b/a Smith Barney (“Smith Barney”). The Settlement

8 Agreement’s extensive injunctive relief provisions address Class members’ claims and will 9 materially enhance equal employment opportunity for Smith Barney’s female Financial Advisors 10 (“FAs”). The monetary relief provided to Class members is also substantial and fairly allocated.

11 Taken together, the injunctive and monetary provisions of the Settlement Agreement will provide

12 Class members with prompt, certain, and comprehensive relief — in contrast to the complexity,

13 delay, expense, and risk of continuing litigation.

14

Class members have responded very favorably to the settlement. Class notice was mailed

15 to 2,411 Class members on May 20, 2008 and June 20, 2008. The deadline for submitting claim 16 forms is not until September 17, 2008. As of July 23, 2008, the Claims Administrator had 17 received 1,219 claim forms. Accordingly, approximately fifty percent of the Class members have

18 submitted claim forms well in advance of the deadline. Thirteen Class members have opted out,

19 and no Class members have submitted objections. Class Counsel, who are experienced in

20 litigating employment discrimination and class action cases, firmly believe that this proposed

21 settlement is in the best interest of the class.

22

SUMMARY OF SETTLEMENT TERMS

23

The proposed Settlement Agreement provides comprehensive injunctive relief and

24 substantial monetary relief.

25

26

27 28 1 The fund will have earned approximately $720,000 by the time the funds are disbursed.

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1 I. INJUNCTIVE RELIEF

2

A. Communications

3

Smith Barney has agreed to distribute its Non-Discrimination, Anti-Harassment and Anti-

4 Retaliation Policy to all employees upon hire (in hard copy or by electronic mail) and then on an

5 annual basis via email from Smith Barney’s CEO. (See Docket No. 172, Exhibit 1, (herein

6 “Settlement Agreement”), § VII.A.) Employees shall be required to submit an acknowledgment

7 of receipt. (Id.)

8

In addition, the CEO of Global Wealth Management shall issue a statement annually in

9 support of the Policy and its underlying tenets. (Settlement Agreement, § VII.A.) The Policy

10 will be available on Smith Barney’s intranet site and will be incorporated into various other

11 policies including Smith Barney’s Code of Conduct and its Internet and Electronic

12 Communications Usage Policy. (Id.)

13

The Non-Discrimination, Anti-Harassment and Anti-Retaliation Policies and the

14 behaviors they seek to promote and prevent shall be the subject of mandatory training that all

15 employees will be required to complete upon hire. (Settlement Agreement, § VII.A.)

16

B. Branch Management/Mobility

17

All available branch management positions (including minimum requirements for

18 qualification) will be posted to FAs who either: (i) have successfully completed the branch

19 management assessment program, or (ii) are already in branch management and request to be

20 informed of new management job postings. (Settlement Agreement, § VII.B.) These positions

21 currently are titled: National Development Officer; Divisional Development Officers; Regional

22 Development Officers; Sales Manager; Branch Manager; and Assistant Branch Manager. All

23 positions will be posted for a minimum of five (5) business days. (Id.) Either the hiring manager

24 or Human Resources will follow up with each applicant/candidate in a timely manner. In

25 addition, Smith Barney shall develop and implement a computerized system to generate an

26 electronic mail notification of new management job postings to FAs who either: (i) have

27 successfully completed the branch management assessment program, or (ii) are already in branch

28 management and request to be informed of new management job postings. (Id.)

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1

Smith Barney shall post a written description of the branch management assessment

2 program and the criteria for admission on the Firm’s intranet site. (Settlement Agreement, §

3 VII.B.)

4

An Industrial Psychologist appointed pursuant to the Settlement Agreement shall review

5 Smith Barney’s branch management assessment program and, if appropriate, make

6 recommendations for increasing the participation of females in the branch manager assessment

7 program and in branch management. (Settlement Agreement, § VII.B.)

8

Smith Barney shall provide all management personnel with diversity training no less than

9 every other year. (Settlement Agreement, § VII.B.) The format of such training may vary from

10 jurisdiction to jurisdiction depending on the relevant legal requirements. However, all managers

11 shall, at a minimum, be required to complete an interactive, customized, e-learning training

12 program. (Id.) The positions to be trained are: Divisional Directors; Regional Directors;

13 Regional Administrative Officers; Branch Managers; Assistant Branch Managers; Sales

14 Managers; and Operations Managers. (Id.)

15

Branch Manager compensation shall have a diversity component designed to measure and

16 reward efforts at diversifying representation rates in the FA position, including the following

17 areas as appropriate: recruiting, mentoring, training, retaining and promoting female FAs.

18 (Settlement Agreement, § VII.B.) Smith Barney has agreed to develop and implement a

19 standardized annual process whereby Branch Managers shall be required to report on their efforts

20 and results in promoting a diverse workforce (including, for example, their efforts to retain

21 female FAs and their efforts to assist female FAs in, among other things, increasing their

22 production, participating in partnerships in the branch, participating in the Franchise Protection

23 Program, being added to the branch management bench, and obtaining promotions to branch

24 management), and whereby senior Smith Barney management will review these efforts and take

25 them into account when determining the diversity component of each Branch Manager’s

26 compensation. (Id.) These reports on diversity efforts by Branch Managers, as well as the

27 recommendations regarding each Branch Manager’s diversity component of compensation, shall

28 be provided to the Diversity Monitor annually. (Id.)

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1

C. Account Distribution

2

Under the Settlement, Smith Barney has agreed to make significant changes to its

3 procedures for distributing accounts of departing FAs, including reducing reliance on historical

4 factors, such as assets under management and length of service with Smith Barney, and more

5 heavily weighting criteria that reflect recent performance. (See Settlement Agreement, § VII.C.)

6 Smith Barney has also agreed to automate the account distribution process based on a “Power

7 Rankings” system and to limit the exceptions that can be made to the Power Rankings. (Id.)

8

1. Power Rankings

9

a. Under the Settlement Agreement, all Power Ranking factors that measure

10 performance from the previous twelve-month period will be adjusted to encompass a twelve-

11 month period exclusive of absence for parental leave or short-term disability leave. (Settlement

12 Agreement, § VII.C.1.a.) For example, if an FA or Financial Advisor Associate (“FAA”) was on

13 a leave of absence for four of the preceding 12 months, the previous 12 months measure will

14 instead count the last 12 months that the employee was active. (Id.)

15

b. Smith Barney will provide the methodology for calculating the Power

16 Rankings to each FA, including the name of each factor, an explanation of each factor, and how

17 each factor is weighted. (Settlement Agreement, § VII.C.1.b.) Upon hire, each FA and FAA will

18 be individually provided with the methodology of the objective measures utilized in the Power

19 Ranking calculation and the manner in which calculations are completed and this will be

20 available to all FAs and FAAs electronically. Smith Barney has agreed to provide notice to FAs

21 and FAAs regarding any modification to the Power Ranking methodology. (Id.)

22

c. Smith Barney has agreed to inform each FA and FAA of her or his

23 individual ranking at the time any distribution is made. (Settlement Agreement, §VII.C.1.c.)

24 Smith Barney will make the actual distribution of a departing FA’s book available to an FA and

25 FAA in the Branch and such communication shall include the rankings and (without identification

26 of any particular FA or FAA by name) the number of accounts and the assets distributed to each

27 ranked FA and FAA. (Id.)

28

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1

2. Account Distribution Policies

2

a. Smith Barney senior management will issue a comprehensive account

3 distribution policy statement, which shall include policies covering the distribution of the

4 accounts of departing FAs, retiring FAs (other than accounts distributed through the Franchise

5 Protection Program), departing partners, and leads, call-ins, and walk-ins. (Settlement

6 Agreement, § VII.C.2.a.) The statement shall be issued via email to all field employees and shall

7 be posted on Smith Barney’s intranet site and shall include a prohibition on discrimination. In

8 addition, Smith Barney will train all current Branch Managers on account distribution policies

9 and procedures at the time the settlement becomes effective, and will similarly train all new

10 managers that are subsequently hired. (Id.)

11

b. The Settlement Agreement gives Branch Managers discretion to disqualify

12 an FA from an account distribution for improper conduct, such as, for example, if an FA is: (1)

13 currently on heightened supervision consistent with industry standards; (2) subject to any

14 regulatory action reportable as a “yes” answer on Form U-4 questions 14C-G; (3) subject to

15 discipline reported on Form RE-3 in the last 12 months; or (4) subject to any written performance

16 or workplace conduct warning in the last 90 days and to disqualify any FAA who is not meeting

17 minimum performance standards; provided, however, that where such an exception to the Power

18 Ranking process is made, it shall be documented by the Branch Manager or his/her designee in

19 writing and included in the quarterly reports on exceptions provided to the Diversity Monitor.

20 (Settlement Agreement, § VII.C.2.b.) FAs and FAAs are not eligible for an account distribution

21 if they: (1) have voluntarily opted-out of the distribution; (2) are not in the product specialty

22 group to which the distributed accounts belong; or (3) are on parental or short-term disability

23 leave at the time the account distribution is made. (Id.)

24

c. Where an exception is made to the Power Ranking process because of, for

25 example, a client relationship or client service needs, each individual exception shall be

26 documented by the Branch Manager or his/her designee in writing, including the legitimate

27 business reasons for the exception. (Settlement Agreement, § VII.C.2.c.) Customer preference

28 based on a bias against women cannot be used as a legitimate business reason for an exception,

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1 provided, however, that Smith Barney shall have no obligation to inquire as to or otherwise

2 attempt to discover the reason for a customer preference for or against an FA or FAA. (Id.)

3 Records of all exceptions shall be kept for purposes of monitoring policy compliance and

4 regularly reviewed by the Regional Director and the Diversity Monitor. (Id.) The Company shall

5 provide the Diversity Monitor quarterly reports on exceptions being made in the branches

6 including information on the identity of the branches, the branch managers who approved the

7 exceptions and an explanation of the exceptions. (Id.) If an FA or FAA receives an account

8 through an exception, that FA or FAA will not receive another account in the same distribution

9 until every eligible FA and FAA has first received an account from those accounts that come next

10 in the ranking of accounts in that distribution; provided, however, that if that FA or FAA is the

11 only one qualified in the branch to service a later account in the distribution, that FA or FAA shall

12 receive that account even if not every eligible FA and FAA has already received an account in the

13 distribution, and such exception shall be documented in accordance with § VII.C.2.b. of the

14 Settlement Agreement. (Id.) An individual FA or FAA who does not receive a specific account

15 as a result of an exception shall receive the next available account in the same distribution for

16 which he/she is qualified to service. (Id.) Branch Managers who are determined to have

17 distributed an account pursuant to any improper exception shall receive an appropriate discipline,

18 which can include a material reduction in their annual bonus, and which discipline shall be

19 reviewed by the Diversity Monitor in accordance with § VII.F.1.b of the Settlement Agreement.

20 (Id.)

21

d. The Settlement Agreement requires that Smith Barney enhance its

22 technology to allow its account distribution process to be computer automated, subject to branch

23 manager review to ensure compliance with regulatory requirements and consideration of the best

24 interests of the firm’s clients. (Settlement Agreement, § VII.C.2.d.) Account distributions will be

25 made through this automated process, subject to exceptions described in Section VII.C.2.b. and c.

26 of the Settlement Agreement. (Id.) The results of all account distributions shall be stored and

27 readily retrievable for monitoring to ensure compliance with account distribution policies. (Id.)

28

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1

3. Disputes Concerning Account Distributions

2

The Settlement Agreement provides that if at any time during the term of the Settlement

3 Agreement a dispute shall arise between Smith Barney and an FA concerning any account

4 distribution, such dispute shall—at the written request of the FA—go through Smith Barney’s

5 internal complaint process, which includes access to mediation. However, nothing in the

6 Settlement Agreement prevents any Class Member or Named Plaintiff from individually pursuing

7 any legal claim not released under this Settlement through any applicable governmental agency,

8 arbitration forum or court of law if she is otherwise entitled to do so. (Settlement Agreement, §

9 VII.C.3.) If an FA submits a gender-related complaint through Smith Barney’s alternative

10 dispute resolution system, that person shall receive a written description of the ADR process—

11 and a written notice indicating that the statutes of limitations on her/his legal claims will be tolled

12 for 120 days from the date of his/her submission of the ADR complaint. (Id.)

13

4. Financial Life Services And Bank-Based Advisors

14

The Settlement Agreement provides that the changes to Smith Barney’s procedures for

15 distributing accounts of departing FAs described in the Settlement Agreement shall in no way

16 apply to or affect: (i) Smith Barney’s Financial Life Services (FLS) program or any accounts

17 transferred or identified for transfer to FLS; or (ii) accounts serviced by Smith Barney’s bank-

18 based advisors. (See Settlement Agreement, § VII.C.4.)

19

5. Up-front Bonuses

20

a. The Settlement Agreement provides that the Industrial Psychologist shall

21 review and, if appropriate, make recommendations for developing a standard and nationwide

22 process for determining up-front bonuses, forgivable loans, and other transitional compensation

23 packages given to lateral recruits. (Settlement Agreement, § VII.C.5.a.) These recommendations

24 shall be designed to promote gender equity in the receipt and amount of transitional compensation

25 packages—after taking into consideration factors such as the lateral recruit’s production start

26 date, production, assets under management, return on assets, product mix and any non-

27 discriminatory factors—and shall be made in accordance with § VII.F.2. of the Settlement

28 Agreement. (Id.)

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1

b. The Settlement Agreement requires Smith Barney to develop, with input

2 from the Industrial Psychologist, and implement a system to keep records of all up-front bonuses,

3 forgivable loans, and other transitional compensation packages given to lateral recruits, including

4 the name, gender, production start date, production, assets under management, return on assets

5 and product mix of those recruits. (Settlement Agreement, § VII.C.5.b.) It also requires Smith

6 Barney to provide a summary of this information to the Diversity Monitor and Class Counsel.

7 (Id.) The summary information will include comparative data on gender, and information on

8 geographic location, amount of up-front bonuses, methodology used to determine the up front

9 bonus amounts and any other factors taken into consideration in offering up-front bonuses,

10 forgivable loans, and other transitional compensation to lateral recruits. (Id.) The Diversity

11 Monitor will review and report on these records to the Industrial Psychologist. (Id.)

12

6. Retiring Financial Advisors

13

The Settlement Agreement requires that a book of business formerly serviced by a retiring

14 Financial Advisor who is not participating in the Franchise Protection Program will be distributed

15 through the Power Ranking system set forth in §§ VII.C.1. and VII.C.2. of the Settlement

16 Agreement. (Settlement Agreement, § VII.C.6.a.)

17

a. Smith Barney will consider the efforts made by branch management to

18 increase participation by female FAs in the Franchise Protection Program in determining the

19 diversity component of Branch Manager compensation. (Settlement Agreement, § VII.C.6.b.)

20

b. The Industrial Psychologist shall review and, if appropriate, make

21 recommendations to promote equitable participation of female FAs in the firm’s Franchise

22 Protection Program, including female FAs’ participation as retiring brokers and receiving brokers

23 in the Franchise Protection Program.

24

c. The Diversity Monitor will review female FA participation in Franchise

25 Protection Programs, both as retiring brokers and as receiving brokers, and will receive

26 information from Smith Barney about the gender of persons receiving assets and the value of

27 assets transferred. (Settlement Agreement, § VII.C.6.d.)

28

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1

7. Partnerships

2

a. The Settlement Agreement states that in the event that an FA or FAA who

3 is part of a team leaves Smith Barney, the team member(s) who remain at Smith Barney will

4 presumptively retain the book of business formerly serviced by the departing FA, provided that

5 the remaining team member(s) is/are qualified to service those accounts. (Settlement Agreement,

6 § VII.C.7.a.) The Diversity Monitor shall receive separate semi-annual reports from Smith

7 Barney relating to redistributed accounts from partnerships, including number of accounts, FA

8 revenue, asset value, and gender of receiving Financial Advisor. (Id.)

9

b. Smith Barney will consider the efforts made and results achieved by branch

10 management to increase participation by female FAs in partnerships in the branch in determining

11 the diversity component of Branch Manager compensation. (Settlement Agreement, § VII.C.7.b.)

12

c. The Industrial Psychologist shall review and, if appropriate, make

13 recommendations to promote equitable participation of female FAs in partnerships and teams.

14 (Settlement Agreement, § VII.C.7.c.)

15

d. For purposes of an FA’s or FAA’s Power Rankings, Smith Barney will

16 count partnership assets under management based on the percentage of the commission split

17 specified in the Joint Production Agreement. (Settlement Agreement, § VII.C.7.d.)

18

e. All Joint Production Agreements will include a plan for the distribution of

19 partnership assets in the event of the partnership’s or team’s dissolution. (Settlement Agreement,

20 § VII.C.7.e.)

21

f. Pursuant to the Settlement Agreement, the Diversity Monitor will review

22 female FA participation in partnerships and will receive information from Smith Barney about

23 partnership splits based on gender and the value of assets under each partnership based on gender.

24 The Diversity Monitor will receive copies of any complaints made to Smith Barney management

25 or its legal counsel by female FAs regarding any aspect of partnerships. The Diversity Monitor

26 will be advised of any partnership dissolution involving a female Financial Advisor. (Settlement

27 Agreement, § VII.C.7.f.)

28

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1

8. Leads, Call-Ins, And Walk-Ins

2

The Settlement Agreement provides that each Branch Office shall implement a “Financial

3 Advisor of the Day” program. (Settlement Agreement, § VII.C.8.a.) Pursuant to this program, all

4 client prospects who either walk in or telephone the branch and who are seeking a Financial

5 Advisor shall be directed to the FA serving as the Financial Advisor of the Day. The daily

6 assignments shall be made alphabetically and announced on a monthly basis on or before the last

7 day of the preceding month. (Id.) The monthly roster shall be posted in a conspicuous location

8 within the branch where all other Firm policies are posted. Participation among eligible FAs shall

9 be voluntary each month. (Id.)

10

a. Each Financial Advisor of the Day shall complete a “Financial Advisor of

11 the Day Activity Log,” which will detail all telephone calls and walk-in prospects fielded by the

12 FA and the disposition of each. (Settlement Agreement, § VII.C.8.b.) The logs shall be

13 maintained within the branch in a Financial Advisor of the Day file for the duration of the Decree.

14 (Id.)

15

b. If a prospect insists on speaking to the Branch Manager, the Branch

16 Manager will direct the individual to the Financial Advisor of the Day. (Settlement Agreement,

17 § VII.C.8.c.) If the Branch Manager determines that the Financial Advisor of the Day is not

18 qualified to handle the prospect’s account based on legitimate business reasons, the Branch

19 Manager shall direct the prospect to other qualified FA(s), which shall be documented by the

20 Branch Manager and available to the Diversity Monitor in accordance with the procedure

21 described in § VII.C.8.d. of the Settlement Agreement. (Id.) Customer preference based on bias

22 against women shall not be a legitimate reason for a prospect to be directed away from the

23 Financial Advisor of the Day, provided, however, that Smith Barney shall have no obligation to

24 inquire as to or otherwise attempt to discover the reason why a prospective client elects not to

25 work with a particular FA. (Id.)

26

c. If the Branch Manager determines that the Financial Advisor of the Day is

27 not qualified to handle a walk-in or a call-in prospect, the Branch Manager shall complete an

28 exception report specifying the reason why the Financial Advisor of the Day was not selected.

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1 (Settlement Agreement, § VII.C.8.d.) The Diversity Monitor will receive this exception report.

2 (Id.)

3

d. All FAs who are in good standing shall be eligible to be Financial Advisor

4 of the Day. (Settlement Agreement, § VII.C.8.e.) Producing Branch Managers may participate in

5 the Financial Advisor of the Day program to the same extent as FAs, except they too must

6 comply with the process described in § VII.C.8.e of the Settlement Agreement, including use of

7 exception reports and may receive leads, call-ins, and walk-ins only when they are the designated

8 Financial Advisor of the Day. (Id.)

9

e. Unauthorized failure to perform Financial Advisor of the Day obligations

10 as designated shall render an FA ineligible to participate in the Program for a period of six (6)

11 months. (Settlement Agreement, § VII.C.8.f.) The branch shall maintain a list of those FAs who

12 elect not to participate or who otherwise were ineligible. (Id.)

13

9. Development Opportunities

14

Smith Barney has agreed to work with the Industrial Psychologist to develop workplace

15 initiatives designed to retain women at Smith Barney as FAs, and to enhance their success,

16 including targeted mentoring and training. (See Settlement Agreement, § VII.D.) Training and

17 mentoring may include, but is not limited to, training, conference calls, online courses, and in-

18 person seminars. (Id.) The Industrial Psychologist, if appropriate, shall make recommendations

19 to promote equitable participation of female FAs in development opportunities.

20

Smith Barney additionally agreed to provide exit questionnaires to FAs who terminate

21 voluntarily in order to gain a better understanding as to the reason for the departures. (Settlement

22 Agreement, § VII.D.) The exit questionnaires submitted by female FAs shall be available to the

23 Industrial Psychologist and the Diversity Monitor, who shall report his or her findings to Human

24 Resources. (Id.)

25

Smith Barney has also agreed to maintain its commitment to its female broker networking

26 meetings. (Settlement Agreement, § VII.D.)

27

D. Complaint Process And Training

28

The Settlement Agreement provides that the complaint process, including Smith Barney’s

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1 prohibition against retaliation, as provided in the Non-Discrimination and Anti-Harassment

2 Policy, shall be communicated in writing to all FAs upon hire, and annually to all FAs.

3 (Settlement Agreement, § VII.E.) New hires shall be required to submit an acknowledgment of

4 receipt of this communication. (Id.)

5

Smith Barney has agreed to provide its Human Resources staff with appropriate training

6 regarding compliance with state, federal, and local EEO laws; Smith Barney’s anti-discrimination

7 and harassment policies; and the Settlement Agreement. (Settlement Agreement, § VII.E.)

8

Smith Barney will provide its Human Resources staff with appropriate training regarding

9 best practices for complaint investigation and resolution. (Settlement Agreement, § VII.E.)

10 Human Resources will be trained to treat all complaints or inquiries as confidentially as possible

11 and to carry out their duties in a manner consistent with the law. (Id.) In addition, Human

12 Resources will implement controls designed to ensure that only employees or managers with a

13 need-to-know will be advised of a complaint or investigation. (Id.) If Human Resources decides

14 that it must inform any employees or managers of the identity of the complainant, Human

15 Resources will notify the complainant in advance that her/his identity will be released and to

16 whom it will be released. (Id.) In all instances, upon being informed of a complaint or

17 investigation, the employees and managers so informed will be reminded of Smith Barney’s

18 policy against retaliation. (Id.)

19

Smith Barney is required to retain documents sufficient to show complaints of sex

20 discrimination, sex bias, and/or retaliation related to such complaints for the term of the

21 Settlement Agreement. (Settlement Agreement, § VII.E.) This includes, but is not limited to,

22 complaints made directly to in-house or outside counsel. (Id.) Smith Barney must provide copies

23 of all sex discrimination, sex bias, and retaliation complaints, as well as copies of the Complaint

24 Log and Legal Complaint Log to the Diversity Monitor on a quarterly basis. (Id.)

25

E. Appointments

26

1. Diversity Monitor The Settlement Agreement provides that the parties

27 shall jointly appoint a Diversity Monitor. (Settlement Agreement, § VII.F.) The Diversity

28 Monitor shall be external to and independent of Smith Barney, but will report directly to the CEO

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1 of Global Wealth Management. (Id.) The Diversity Monitor shall monitor Smith Barney’s

2 efforts to carry out the terms of the Settlement Agreement. This shall include the following:

3

a. The Diversity Monitor will receive quarterly reports regarding complaints

4 of female Financial Advisors alleging sex discrimination, sex bias, or retaliation and the

5 resolution of investigations of such complaints through any Smith Barney ADR program.

6 (Settlement Agreement, § VII.F.1.a.)

7

b. The Diversity Monitor will review reports by the Company on the

8 diversity-related annual assessment process for Branch Managers, including the self-assessments

9 completed by Branch Managers, and annual data and information provided by the Company

10 related to the diversity component of each Branch Managers’ compensation. (Settlement

11 Agreement, § VII.F.1.b.)

12

c. The Diversity Monitor will also review reports on exceptions to the

13 account distribution system being made in the branches, including information on the identity of

14 the branches, the branch managers who approved the exceptions and an explanation of the

15 exceptions. (Settlement Agreement, § VII.F.1.c.)

16

d. On an annual basis, the Diversity Monitor will review up-front bonuses,

17 forgivable loans and other transitional compensation packages that Smith Barney provided to

18 lateral recruits, and will report on these records to the Industrial Psychologist. In addition, the

19 Diversity Monitor will receive a copies of the summaries set forth in § VII.C.5.b. of the

20 Settlement Agreement, and in connection with management approval of any forgivable loan

21 provided to a lateral recruit and may interview the appropriate branch manager about the rationale

22 for any upfront bonuses, forgivable loans, or transitional compensation packages. (Settlement

23 Agreement, § VII.F.1.d.)

24

e. On an annual basis, the Diversity Monitor will also review female FA

25 participation in the Franchise Protection Program, both as retiring and receiving brokers, and will

26 receive information from Smith Barney semi-annually about the gender of persons receiving

27 assets and the value of assets transferred. (Settlement Agreement, § VII.F.1.e.)

28

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1

f. On a semi-annual basis, the Diversity Monitor will review reports relating

2 to redistributed accounts from partnerships including number of accounts, FA revenue, asset

3 value and gender of receiving Financial Advisor as well as female FA participation in

4 partnerships and will receive information from Smith Barney about partnership splits based on

5 gender and the value of assets under each partnership based on gender. (Settlement Agreement, §

6 VII.F.1.f.)

7

g. The Diversity Monitor will also monitor bi-annual training of management

8 on EEO policies, and policies against discrimination and retaliation, and ensure that the training

9 agreed to was implemented. (Settlement Agreement, § VII.F.1.g.)

10

h. The Diversity Monitor will review exception reports regarding the

11 Financial Advisor of the Day program. (Settlement Agreement, § VII.F.1.h.)

12

i. The Diversity Monitor will review how Human Resources handles

13 investigations and the resolution process for inquiries and complaints. (Settlement Agreement, §

14 VII.F.1.i.)

15

j. The Diversity Monitor will review the exit questionnaires completed by

16 departing female Financial Advisors, as well as information regarding the retention of female FAs

17 annually, and report his/her findings to Human Resources. (Settlement Agreement, § VII.F.1.j.)

18

k. If the Diversity Monitor identifies issues of potential non-compliance, the

19 Diversity Monitor will inform Smith Barney and Lead Class Counsel. (Settlement Agreement, §

20 VII.F.1.k.) In consultation with Lead Class Counsel, the Settlement Agreement requires Smith

21 Barney to take appropriate corrective action to address all instances of non-compliance with the

22 provisions of the Settlement Agreement unless Smith Barney can show that corrective action

23 would be inconsistent with legitimate business and client needs and objectives. (Id.) Smith

24 Barney is required to inform the Diversity Monitor and Lead Class Counsel of any such

25 corrective action taken. Where potential non-compliance has been identified, the Diversity

26 Monitor will have the right to audit the activities in a branch, by reviewing documents, asking

27 branch management to provide explanations and, if necessary, speaking to FAs in the branch, and

28 the right to receive relevant information from Smith Barney headquarters upon reasonable

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1 request. (Id.) Lead Class Counsel has the right to enforce the Settlement Agreement under the

2 Dispute Resolution provisions found in Section VII.J. of the Settlement Agreement. (Id.)

3

l. The Diversity Monitor will provide reports to Lead Class Counsel and

4 Smith Barney at least semi-annually regarding the items described in the Settlement Agreement to

5 be monitored, including in Section F.1.a-k, and including the analysis of the account distribution

6 system. (Settlement Agreement, § VII.F.1.l.) The Diversity Monitor may report incidents of

7 potential material non-compliance with the Settlement Agreement to Lead Class Counsel and

8 Smith Barney on a more frequent basis. (Id.)

9

m. The Diversity Monitor will maintain records for the term of the Settlement

10 Agreement. (Settlement Agreement, § VII.F.1.m.)

11

1. Industrial Psychologist

12

a. Pursuant to the Settlement Agreement, the parties shall jointly appoint an

13 Industrial Psychologist who shall work with Smith Barney and Class Counsel to develop

14 innovative, meaningful, novel, state-of-the-art programs and, if appropriate, to make

15 recommendations concerning:

16

b. Production and earnings of female FAs, including policies and practices

17 with respect to training, development, mentoring, and business-related allocations; (Settlement

18 Agreement, § VII.F.2.a.)

19

c. Participation of female FAs in the Franchise Protection Program, both as

20 retiring FAs and as receiving FAs; (Id.)

21

d. Participation of female FAs in partnerships and teams, including

22 commission splits between male and female partners, and dissolution of partnerships and teams;

23 (Id.)

24

e. Up-front bonuses, forgivable loans, and other transitional compensation

25 packages offered to lateral recruits; (Id.)

26

f. Policies and practices with respect to training, development, and mentoring

27 for female FAs. Training and development may include, but is not limited to, training, conference

28 calls, online courses, and in-person seminars; (Id.)

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1

g. Participation of females in Smith Barney’s branch management assessment

2 program and in branch management; and

3

h. A mentoring program for all FAs. (Id.)

4

i. The Industrial Psychologist will review the actual implementation of the

5 programs, policies, and initiatives that Smith Barney is obligated to undertake by virtue of the

6 Settlement Agreement and will annually report the results of this review to the Diversity Monitor.

7 The Industrial Psychologist will annually review the retention rates of women in the FA position

8 and report the results of this review to the Diversity Monitor. (Settlement Agreement, §

9 VII.F.2.b.)

10

j. The Industrial Psychologist will present any recommendations to the

11 members of Senior Management at Smith Barney who are most appropriate to address each issue.

12 (Settlement Agreement, § VII..F.2.c.) A copy of the recommendations will also be provided to

13 Lead Class Counsel. (Id.) All recommendations of the Industrial Psychologist will be designed

14 to advance the purposes of the Settlement Agreement consistent with Smith Barney’s legitimate

15 business needs and objectives. (Id.) If Smith Barney does not agree with any such

16 recommendations, but Lead Class Counsel still thinks they should be implemented

17 notwithstanding Smith Barney’s objections, the Industrial Psychologist, along with Lead Class

18 Counsel, will have the opportunity to present the recommendations to Smith Barney’s highest

19 ranking officer overseeing FA compensation, currently the Director of Field Management. The

20 Settlement Agreement requires Smith Barney to decide in good faith, consistent with the purposes

21 of the Settlement Agreement whether to implement such recommendations. (Id.)

22

k. The Industrial Psychologist will provide to the parties statistical analyses

23 on the Power Ranking criteria. (Settlement Agreement, § VII.F.2.d.) These analyses will report

24 on data at the 12, 20, 36 and 44 month intervals from the Effective Date. With the analysis, the

25 Industrial Psychologist will determine whether female brokers have received less than their pro

26 rata share of distributed accounts, and if so, whether the difference is statistically significant.

27 (Id.) This determination shall be based on an aggregate comparison of (i) the value of the

28 accounts distributed, based on their account value at the end of the month prior to their

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1 distribution; and (ii) the representation of men and women in the population of Financial

2 Advisors in the retail brokerage division of Smith Barney, including only those brokers who were

3 active within the time period being measured. (Id.)

4

l. The Power Rankings may be changed at any time upon agreement between

5 Smith Barney and Lead Class Counsel following a meet and confer process. (Settlement

6 Agreement, § VII.F.2.e.) If, following the meet and confer process, Lead Class Counsel do not

7 agree to a change proposed by Smith Barney, Smith Barney may seek authority from Hunter R.

8 Hughes, Esq. or another mutually selected mediator (the “Mediator”) to implement the proposed

9 change(s) to the Power Ranking systems. (Id.) To bring about such changes, the Settlement

10 Agreement requires Smith Barney to show to the satisfaction of the Mediator that (a) the changes

11 are necessary to comply with applicable law; or (b) each of the criteria they seek to change is

12 having a significant adverse impact on Smith Barney's business and that the change(s) sought

13 would not disadvantage female FA or FAAs relative to the criteria being displaced. (Id.)

14

m. If, following either the 20 or 44 month reports, the Industrial Psychologist

15 determines that female brokers have received less than their pro rata share of distributed accounts,

16 and that the difference is statistically significant, then Lead Class Counsel may initiate a meet and

17 confer session with Smith Barney’s counsel. (Settlement Agreement, § VII.F.2.f.) If, in the

18 judgment of Lead Class Counsel, the meet and confer does not result in a satisfactory resolution,

19 Lead Class Counsel may request a hearing before the Mediator solely for the purpose of resolving

20 whether there should be any change to the Power Ranking factors or any adjustment to their

21 weight. The Settlement Agreement requires Smith Barney to pay the cost of such binding

22 mediation. (Id.) The Mediator will review each party's submissions and make a final, non-

23 appealable determination regarding whether there should be any change to the Power Ranking

24 factors or any adjustment to their weight. (Id.)

25

n. The Settlement Agreement provides that, subject to signing an appropriate

26 confidentiality agreement and upon reasonable advance notice, the Diversity Monitor and the

27 Industrial Psychologist will have reasonable access to relevant documents, data, and Smith

28

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1 Barney employees. (Settlement Agreement, § VII.F.2.g.) The Diversity Monitor and the

2 Industrial Psychologist will be compensated by Smith Barney. (Id.)

3

o. If it becomes necessary to replace the Diversity Monitor or the Industrial

4 Psychologist, the Settlement Agreement provides that the parties will select a replacement by

5 mutual agreement. (Settlement Agreement, § VII.F.2.h.)

6

F. General Non-Discrimination Provisions

7

The Settlement Agreement provides that pursuant to Smith Barney’s Non-Discrimination

8 and Anti-Harassment Policy, female FAs will enjoy terms and conditions of employment

9 comparable to their male counterparts. (Settlement Agreement, § VII.G.)

10

Smith Barney has agreed to reaffirm its commitment to the following general policies

11 using a method agreed to by the parties: (i) Prohibition against discrimination on the basis of sex

12 in compensation and business opportunity allocations. (ii) Prohibition against retaliation for

13 reporting sex discrimination, participating in any Smith Barney ADR program, participating in

14 this or any discrimination settlement, filing a lawsuit or complaint with any outside agency or

15 entity alleging sex discrimination, or for refusing to participate in sex discrimination. (Settlement

16 Agreement, § VII.G.)

17

Smith Barney will reaffirm that its policy is, and has been, to prohibit reimbursement of

18 business expenses that are directly or indirectly related to male-only entertainment

19 establishments. (Settlement Agreement, § VII.G.3.)

20

The parties have also agreed that it will be a violation of the Settlement Agreement for a

21 Smith Barney supervisor to retaliate against any Class Member for her participation in the

22 prosecution of the allegations contained in the charges underlying the Settlement or in the

23 Settlement itself. (Settlement Agreement, § VII.G.4.) Nothing in the Settlement will prevent a

24 Class Member from pursuing whatever legal rights or remedies she otherwise may have with

25 respect to any individual claim not covered by the claims released through this Settlement. (Id.)

26

G. Duration Of The Settlement

27

The programmatic relief embodied in the Settlement Agreement and the agreements

28 incorporated therein are binding on the parties and their agents and successors for a four-year

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1 period following the Effective Date, which is defined in the Settlement Agreement as the date on

2 which this Court has entered an order and judgment finally approving the Settlement and

3 dismissing the action with prejudice, and the time for appeal has either run without an appeal

4 being filed or any appeal has been finally resolved. (See Settlement Agreement, § VII.H.)

5

H. Enforcement

6

Under the Settlement Agreement, Lead Class Counsel will meet and confer with counsel

7 for Smith Barney prior to commencement of any enforcement proceedings. (Settlement

8 Agreement, § XIV.L.1.)

9

The parties have agreed to work diligently and in good faith to resolve all disputes that

10 may arise during the term of this Settlement Agreement concerning the rights, obligations and

11 duties of the parties to the Settlement Agreement. (Settlement Agreement, § XIV.L.2.) In the

12 event the parties cannot agree, the parties will attempt to resolve the dispute with the facilitation

13 of Hunter Hughes, Esq. or another mutually selected mediator whose services shall be paid for by

14 Smith Barney. (Id.)

15

I. Monitoring

16

1. Data Collection

17

Smith Barney has agreed to collect data which will include, but not be limited to: (1)

18 compensation of Financial Advisors; (2) partnerships between active FAs or partnerships between

19 active and retiring FAs; (3) account distributions, defined to include all transfers of accounts from

20 one FA to another within Smith Barney such as those of retiring and deceased FAs, not just the

21 distribution of the accounts of departing FAs; (4) gender discrimination and retaliation complaints

22 made by female FAs; (5) retention of FAs; and (6) any other areas agreed upon by Smith Barney

23 and Lead Class Counsel. (Settlement Agreement, §VIII.A.)

24

2. Monitoring System

25

With input from the Industrial Psychologist and consent from Lead Class Counsel, Smith

26 Barney has agreed to create and implement a system of monitoring compliance with each policy

27 described herein, including, without limitation, the account distribution policy using the Power

28 Ranking methodology. (Settlement Agreement, §VIII.B.)

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1

2. Reports

2

Lead Class Counsel will receive semi-annual reports from the Diversity Monitor regarding

3 the data and information collected through the monitoring system including the analysis of the

4 account distribution system and the other areas reviewed by the Diversity Monitor as specified

5 under Section VII.G.1. of the Settlement Agreement. (See Settlement Agreement, §VIII.C.)

6

3. Meetings

7

Smith Barney and Lead Class Counsel have agreed to meet at least once every six (6)

8 months, beginning six months after the Effective Date, regarding compliance, and may confer

9 more frequently at their discretion or as dictated by information either side gathers. (Settlement

10 Agreement, §VIII.D.)

11 II. MONETARY RELIEF

12

In addition to the significant, comprehensive injunctive relief described above, Smith

13 Barney will establish a settlement fund of approximately $33 million plus interest. (Settlement

14 Agreement, § IX.A.) The fund will have earned approximately $ 720,000 in interest by the time

15 that it is disbursed. This fund will compensate members of the settlement class, including the

16 Named Plaintiffs, who do not opt out and who timely submit claims. (Id.)

17

The Settlement Fund is allocated for payment directly to Class members, reduced only by:

18 (1) the service payment in the amount of $50,000 each to Renee Amochaev, Kathryn Varner and

19 Deborah Orlando, and $35,000 to Ivy So (or less than 1 percent of the Settlement Fund); (2)

20 payment to the Named Plaintiffs for release of their non-class claims in an amount not to exceed

21 $550,000 in total; (3) attorneys’ fees in a total amount not to exceed $6.5 million (plus accrued

22 interest as of October 1, 2008); (4) reimbursement to Class Counsel of out of pocket costs not to

23 exceed $900,000 (plus accrued interest as of October 1, 2008); (5) $500,000 (plus accrued interest

24 as of October 1, 2008) for Class Counsel’s future work implementing and monitoring the

25 Settlement during the four-year term of the Agreement according to the following schedule:

26 $200,000 one year from the date of the Court’s order for final approval, and $100,000 for each of

27 the three years thereafter; (6) all costs in connection with the Settlement Fund, including, but not

28 limited to, those related to notice, claims processing, independent legal advice obtained by the

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1 Fund Administrator relating to the establishment of the Qualified Settlement Fund and tax

2 treatment and tax reporting of awards to claimants, and the preparation of the Fund’s tax returns

3 (and the taxes associated with such tax returns); and (7) applicable federal, state and local income

4 taxes, and all federal and state unemployment taxes required by law to be withheld and/or paid by

5 Smith Barney. (See Settlement Agreement, § IX.A.; X.A.; X.E.) The Settlement Sum does not

6 include Smith Barney’s share of taxes or contributions (i.e., FICA, FUTA, SUTA and Medicare)

7 which will be paid separately by Smith Barney to the Claims Administrator in addition to the 8 $33 million fund. (Id. at § IX.A.)2 It is expected that the service payments to the named

9 Plaintiffs will readily be covered by the interest earned on the fund, and that more than $25

10 million will be paid out to Class members after reduction for fees, costs, and claims

11 administration.

12

Each class member, including each Named Plaintiff, who files a timely claim form will be

13 eligible to receive monies based on length of tenure (e.g. weeks worked) at Smith Barney as a

14 Financial Advisor. (Settlement Agreement § IX.D.) Class members may also receive additional

15 credit if they provide information in their Claim Form regarding termination or constructive

16 discharge resulting from gender-based discrimination, though Class members are not required to

17 provide such information and may participate in the settlement based solely on length of service.

18 (Id.)

19

The Claims Administrator will allocate points to each Class member submitting a Claim

20 Form. (Settlement Agreement, Ex. A (Notice) at 18.) Each claimant will receive 1 point for each

21 week worked as a Financial Advisor, either between August 30, 2003 and March 1, 2008, or

22 between June 25, 2003 and March 1, 2008 if they worked as a Financial Advisor in California.

23 (Id.) Claimants will also be eligible to receive up to 50 additional points if they provide

24 information on the Claim Form about their termination or constructive discharge from Smith

25 Barney as the result of alleged gender-based discrimination. (Id.) The Claims Administrator will

26
27 2 The number of Class Members who have duly requested exclusion from the Settlement Class does not exceed the number filed with the Court under seal concurrently with the Settlement
28 Agreement.

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1 make all determinations regarding Claim Form points. (Settlement Agreement, IX.D.) The total

2 amount of such awards shall not exceed the net amount of the Settlement Fund after all costs and

3 Class Counsel’s attorney’s fees. (Id.) The Claims Administrator’s determination shall be final

4 and not subject to review by, or appeal to, any court, mediator, arbitrator or other judicial body,

5 including without limitation this Court. (Id.)

6

Following his or her determination as to the monetary award, if any, that should be paid to

7 each Claimant from the Settlement Fund, the Claims Administrator shall send a Notice of Award

8 to each eligible Claimant, along with a Named Plaintiff Release or a Class Member Release,

9 whichever is applicable. (Settlement Agreement, § IX.D.) Within a reasonable time period after

10 receipt of an executed Named Plaintiff Release from a Named Plaintiff or an executed Class

11 Member Release from a Class Member, the Claims Administrator shall send the Named Plaintiff

12 or Class Member her award payment. (Id.) Any Named Plaintiff who does not execute and

13 timely deliver an executed Named Plaintiff Release, and any Class Member who does not execute

14 and timely deliver an executed Class Member Release to the Claims Administrator within six (6)

15 months of the date the Notice of Award was mailed to her shall be ineligible for, and forever

16 barred from receiving, monetary relief under this Settlement Agreement, even if said Named

17 Plaintiff or Class Member has not opted out. Any undistributed funds that remain after six (6)

18 months from the mailing of the Notice of Award due to uncashed checks shall be distributed to

19 501(c)(3) organizations advancing career opportunities for women, including career opportunities

20 in the financial services industry, as jointly selected by Lead Class Counsel and Smith Barney.

21 (Id.)

22

The Claims Administrator shall maintain the distribution plan and allocation list for a

23 period of five (5) years. (Settlement Agreement, § IX.D.) Smith Barney shall have access to

24 individual allocation amounts only upon written notice to Class Counsel and a showing of good

25 cause (e.g., actual or threatened litigation by a Claimant). (Id.) Any dispute as to whether good

26 cause exists for such a requested disclosure shall be resolved through the dispute resolution

27 process set forth in Section XIV.L.2. of the Settlement Agreement. (Id.)

28

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1 III. RELEASE OF CLAIMS

2

If the Court grants final approval to the parties’ settlement and the proposed Settlement

3 Agreement, the Settlement Class members who do not timely opt out will release all gender

4 discrimination claims against Smith Barney under federal and state laws that are certified by the

5 Court on the date of final approval, for the period of August 30, 2003, through May 1, 2008 and 6 for the period of June 25, 2003 through May 1, 2008 for female FAs employed in California.3

7 (See Settlement Agreement, § V.A.; Ex. B.) The Class Member Release will release all claims,

8 known and unknown, existing through the date of preliminary approval, under any federal, state

9 or local legal theory, for gender discrimination against Smith Barney, with the exception of

10 claims for non-economic damages (such as emotional pain, distress, suffering, inconvenience,

11 mental anguish, loss of enjoyment of life, and other non-economic losses) that arise from sexual

12 harassment. (Id.) This settlement would bar a claim for loss of compensation of any type or

13 description (including but not limited to commissions, salary, bonuses, deferred compensation

14 and incentive awards) arising from or relating to any type of sex or gender discrimination

15 (including but not limited to sexual harassment), but would not bar a claim of emotional distress,

16 costs of medical treatment, or other such non-economic compensatory damages arising from or

17 related to sexual harassment. (Id.) The Class Member Release does not include other claims of

18 discrimination such as claims of race, age or national origin discrimination or claims arising out

19 of the Fair Labor Standards Act or the Employment Retirement Income Securities Act. (Id.)

20

Each Class Representative will receive an additional payment for the release of her non-

21 class claims, including race and age discrimination and non-economic losses that arise from

22 sexual harassment, to be determined by the neutral Claims Administrator. (Settlement

23
24 3 The Settlement Class which was preliminarily approved by the Court in its May 1, 2008 Order under Federal Rules of Civil Procedure 23(a), 23(b)(2) and 23(b)(3) consists of: “All women
25 employed as Financial Advisors in (i) the United States branches of Smith Barney’s retail brokerage division at any time from August 30, 2003 through March 1, 2008; or (ii) the
26 California branches of Smith Barney’s retail brokerage division at any time from June 25, 2003 through March 1, 2008.” (Doc. No. 172 at 2.) The Settlement Class does not include, for
27 example, (i) brokers in Smith Barney’s Financial Life Services (FLS) program, (ii) Smith Barney’s bank-based advisors; or (iii) Financial Advisor Associates or Financial Consultant
28 Associates.

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1 Agreement, § V.B.) These decisions shall be based upon a review of the factual record and shall

2 be non-appealable. (Id.) In no event will the total of all such awards exceed $550,000. (Id.)

3 Each Class Representative will be required to execute and deliver to the Claims Administrator a

4 Named Plaintiff Release in the form agreed to by counsel for the parties and attached to the

5 Settlement Agreement as Exhibit C, which shall entitle them to receive payments for the release

6 of both their class and non-class claims. (Id.) A copy of each executed Named Plaintiff Release

7 shall be provided to counsel for Smith Barney. (Id.) The Named Plaintiff Release is not a limited

8 release of claims of gender discrimination but instead releases all claims of any nature against

9 Smith Barney under federal, state or local laws for any period up through the date of preliminary

10 approval. (Id.)

11

LEGAL STANDARD

12

The Ninth Circuit has recognized a strong policy favoring voluntary settlement of

13 complex class actions. “[V]oluntary conciliation and settlement are the preferred means of dispute

14 resolution.” Officers for Justice v. Civil Serv. Comm’n, 688 F.2d 615, 625 (9th Cir. 1982). “This

15 is especially true in complex class action litigation,” which lend themselves to compromise

16 because of the difficulties of proof, uncertainty of outcome, and length and complexity of

17 litigation. Id.; see also Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992)

18 (“strong judicial policy ... favors settlements, particularly where complex class action litigation is

19 concerned”).

20

Public policy also favors the settlement of Title VII cases. In Carson v. American Brands,

21 Inc., 450 U.S. 79 (1981), the Supreme Court explained that “[i]n enacting Title VII, Congress

22 expressed a strong preference for encouraging voluntary settlement of employment discrimination

23 claims.” Id. at 88, n.14; see also Officers for Justice, 688 F.2d at 625. This Court has reached the

24 same conclusion. See Ellis v. Naval Air Rework Facility, 87 F.R.D. 15, 18 (N.D. Cal. 1980)

25 (“settlement is favored in resolving Title VII litigation”).

26

Federal Rule of Civil Procedure 23(e) requires that a class action settlement be “fair,

27 adequate and reasonable” in order to merit approval. The Ninth Circuit has identified a non-

28 exhaustive list of factors to guide the final approval inquiry, including: (1) the amount offered in

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1 settlement, (2) the reaction of the class to the proposed settlement, (3) the strength of the

2 plaintiff’s case balanced against the “risk, expense, complexity, and likely duration of further

3 litigation” and the “risk of maintaining class action status throughout the trial,” (4) the “extent of

4 discovery completed” and the “stage of the proceedings,” and (5) the informed views of

5 experienced counsel. Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998); see also

6 Staton v. Boeing Co., 327 F.3d 938, 959 (9th Cir. 2003). With respect to the last factor, the

7 “recommendations of plaintiffs’ counsel should be given a presumption of reasonableness,”

8 particularly when counsel has significant experience litigating similar cases. Boyd v. Bechtel

9 Corp., 485 F.Supp. 610, 622 (N.D. Cal. 1979); Ellis, 87 F.R.D. at 18 (“the fact that experienced

10 counsel involved in the case approved the settlement after hard-fought negotiations is entitled to

11 considerable weight”).

12

When determining whether to grant final approval, “the court’s intrusion upon what is

13 otherwise a private consensual agreement negotiated between the parties to a lawsuit must be

14 limited to the extent necessary to reach a reasoned judgment that the agreement is not the product

15 of fraud or overreaching by, or collusion between, the negotiating parties, and that the settlement,

16 taken as a whole, is fair, reasonable and adequate to all concerned.” Officers for Justice, 688 F.2d

17 at 625; see also Hanlon, 150 F.3d at 1026 (“It is the settlement taken as a whole, rather than the

18 individual component parts, that must be examined for overall fairness.”).

19

ARGUMENT

20 IV. THE COURT SHOULD GRANT FINAL APPROVAL TO THE SETTLEMENT AND SETTLEMENT AGREEMENT
21

A. The Settlement Agreement Provides Exceptional Injunctive And Monetary

22

Relief To The Class

23

1. The Settlement Agreement Provides Exceptional Injunctive Relief

24

As set forth above in detail, this Settlement implements comprehensive, valuable

25 injunctive relief to the entire class and addresses the compensation claims at issue in this action.

26 In particular, Smith Barney has agreed to revise its account distribution system to reduce reliance

27 on historical factors and weight more heavily criteria that reflect recent performance. The

28 Settlement provides for a fair and transparent account distribution system. This system will be

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1 reviewed and monitored by a jointly-selected Industrial Psychologist, with all findings and

2 recommendations provided to an external, independent, and jointly selected Diversity Monitor

3 and the parties. The Settlement also provides for a process by which counsel for the parties shall

4 monitor the impact of this system on female FAs and modify the system if they agree that

5 modifications are necessary. In the event the parties do not agree to proposed modifications and

6 certain specified conditions are met, the Agreement provides for resolution through binding

7 mediation before a neutral mediator.

8

The Settlement also addresses other factors of broker compensation, including up-front

9 bonuses, forgivable loans, other transitional compensation packages given to lateral recruits,

10 partnerships, teams, the Franchise Protection Program, and books of business formerly serviced

11 by retiring FAs who are not participating in the Franchise Protection Program.

12

The Settlement requires Smith Barney to implement affirmative measures to retain and

13 promote women. For example, the Settlement provides for initiatives designed to enhance the

14 success of women at Smith Barney, including mentoring, training, and exit interviews to

15 determine why female brokers leave the company. In addition to the Settlement’s monitoring

16 components, the Settlement incentivizes Branch Managers to diversify the FA position by

17 instituting a diversity component to their compensation that takes into account recruiting,

18 mentoring, training, retaining, and promotion of female FAs. Other systematic relief includes

19 posting of branch manager positions; diversity training for all branch managers; safeguards for

20 complaints or inquiries of sex discrimination, sex bias, and/or retaliation against FAs; and

21 communication of Smith Barney’s Non-Discrimination, Anti-Harassment, and Anti-Retaliation

22 Policies.

23

Thus, the Settlement Agreement provides significant and valuable injunctive relief.

24

2. The Monetary Relief Provided by the Settlement Agreement Is

Substantial and Fairly Allocated 25

26

The Settlement Agreement provides substantial monetary relief. The total fund created by

27 the Settlement will be $33 million plus interest. In order to claim monetary benefits, the Class

28 members must complete a 2 page form which asks for (1) contact information; (2) gender; and

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1 (3) an optional description of termination or constructive discharge resulting from gender

2 discrimination. (See Settlement Agreement, Ex. A.)

3

Each Class member’s monetary recovery will be determined based on length of tenure

4 (e.g. weeks worked) at Smith Barney as an FA. (Settlement Agreement, § IX.D.) The Claims

5 Administrator will allocate 1 point to each claimant for each week worked as a Financial Advisor,

6 either between August 30, 2003 and March 1, 2008 or between June 25, 2003 and March 1, 2008

7 if they worked as a Financial Advisor in California. (Id., Ex. A, at 18.) Class members may also

8 receive up to 50 additional points if they provide information on the Claim Form regarding

9 termination or constructive discharge allegedly resulting from gender-based discrimination.

10 (Settlement Agreement, Ex. A, at 18.) Class members are not required to provide such

11 information and may participate in the settlement based solely on length of service. (Id.)

12

B. The Reaction Of The Class Supports Approval Of The Settlement

13

Class notice and claim forms were sent to 2,411 Class members on May 20, 2008 and

14 June 30, 2008. (Declaration of Trae Smith (“Smith Decl.”) at ¶¶ 2-4.) The list of notice

15 recipients was determined using data provided by Smith Barney and data gathered by Class

16 Counsel during the course of litigation. (Id. at ¶ 2.) The settlement also generated substantial

17 news coverage. (Declaration of Kelly M. Dermody in Support of Final Settlement Approval

18 (“Dermody Decl. in Support of Final Settlement Approval”), ¶ 8.)

19

Class member claims must be postmarked by September 17, 2008. (See Smith Decl. at

20 ¶ 7.) As of July 23, 2008, the claims administrator had already received approximately

21 1,219 claims. (Id. at ¶ 7.) Thirteen Class members have opted out, and no Class members have

22 submitted a objections. (Id. at ¶ 8; see also Dermody Decl. in Support of Final Settlement

23 Approval at ¶ 9.) Class Counsel, who are experienced in litigating employment discrimination

24 and class action cases, submit that this proposed settlement is in the best interest of the Class.

25

C. The Litigation Involved Substantial Potential Risks

26

The “risk, expense, complexity, and likely duration of further litigation” are factors to be

27 considered in assessing a proposed settlement. Hanlon, 150 F.3d at 1026.

28

The factual and legal issues in this case are complex, as demonstrated by the parties’ years

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1 of hard-fought litigation and the terms of the Settlement Agreement itself. Any liability phase

2 trial of plaintiffs’ claims - which involve thousands of Class members employed throughout

3 Smith Barney would also be complex and might require substantial additional preparation. (See

4 Declaration of Kelly M. Dermody in Support of Preliminary Settlement Approval (Docket No.

5 155) (“Dermody Decl. in Support of Preliminary Settlement Approval”) at ¶ 50.) All of these

6 complex proceedings would be expensive and would result in significant delay before any

7 potential recovery. (Id. at ¶ 51.)

8

Litigating the case to trial also presents substantial risks. Although Plaintiffs and Class

9 Counsel believe Class members’ claims are strong, it is clear that Smith Barney would put on a

10 vigorous defense, and it would ultimately be up to the fact-finder to determine, for example,

11 whether Smith Barney acted with a prohibited discriminatory intent or whether its policies

12 otherwise violated Title VII or state law.

13

In contrast to the complexity, delay, risk and expense of continuing litigation, the

14 proposed settlement will yield a prompt, certain, and substantial recovery for Class members.

15

D. The Parties Conducted Extensive Investigation And Analysis And The

Settlement Was Reached through Arms’ Length Negotiations. 16

17

As noted above, and as extensively described in the declarations accompanying Plaintiffs’

18 Motion for Preliminary Settlement Approval, plaintiffs’ counsel spent thousands of hours

19 litigating this case and vigorously investigating the claims asserted against Smith Barney on

20 behalf of the proposed settlement class. (See Dermody Decl. in Support of Preliminary

21 Settlement Approval at ¶¶ 30-39.) Plaintiffs’ counsel spoke with and interviewed more than 135

22 Class members; took eleven (11) depositions of Smith Barney managers, including senior-level

23 corporate officers; defended three-day depositions of each named plaintiff; reviewed over

24 160,000 pages of documents; propounded nine sets of discovery requests; and responded to

25 multiple sets of discovery requests propounded by Smith Barney. (Id. at ¶¶ 32-38.) In addition,

26 the parties litigated a motion to transfer pursuant to 28 U.S.C. § 1404(a), a motion to enjoin

27 discovery, multiple motions to compel, a cross-motion for a protective order, and a motion to

28 dismiss. (Id. at ¶ 31.) At the time of Settlement, plaintiffs’ counsel had already prepared a

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1 motion for class certification and all supporting papers and expert reports. (Id. at ¶¶ 37, 43.)

2

During discovery, plaintiffs’ counsel also received substantial payroll, partnership, and

3 account distribution data from Smith Barney. (See Dermody Decl. in Support of Preliminary

4 Settlement Approval, ¶ 30.) From this data, plaintiffs’ statistical expert conducted numerous

5 sophisticated, multi-variant regression analyses related to disparities in compensation and client-

6 account transfers. (Id. at ¶ 37.) Plaintiffs’ expert calculations formed the basis for negotiations

7 regarding the monetary terms of the settlement. (Id.)

8

In sum, plaintiffs’ counsel completed substantial investigation and discovery and

9 negotiated the proposed Settlement with a clear understanding of the strengths and weaknesses of

10 the case and the amounts necessary to compensate Class members for the harm allegedly

11 suffered. (See Dermody Decl. in Support of Preliminary Settlement Approval, ¶ 39.)

12

While discovery was ongoing, the parties simultaneously participated in negotiations with

13 the assistance of an experienced mediator, Hunter Hughes, Esq. of Atlanta, Georgia. (Dermody

14 Decl. in Support of Final Settlement Approval at ¶ 4.) The parties here had multiple, face-to-face

15 negotiating sessions in New York and San Francisco at various times in calendar years 2005,

16 2006, 2007 and 2008. (Id.) Under the supervision of the mediator, the parties’ negotiations were

17 conducted at arm’s length. (Id.) At the time the parties agreed to a settlement in principle,

18 plaintiffs had fully briefed, but not yet filed, their motion for class certification. (Dermody Decl.

19 in Support of Preliminary Settlement Approval at ¶ 43.) Only after all terms of the settlement had

20 been finalized did the parties discuss attorneys’ fees. (Id.)

21

The extensive discovery allowed Class Counsel — who are experienced employment

22 discrimination attorneys — to assess the strengths and weaknesses of the claims against Smith

23 Barney and the benefits of the proposed settlement under the circumstances of this case.

24 (Dermody Decl. in Support of Preliminary Settlement Approval, ¶ 39.) As a result of discovery

25 exchanges and communications with Class members, Class Counsel were well informed

26 regarding Smith Barney’s policies and practices and relied on that information in negotiating the

27 injunctive relief terms of the Settlement Agreement. (Id. at ¶ 42.)

28

In sum, the, proposed Settlement Agreement is the non-collusive result of extensive

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1 factual and legal analysis and protracted arms’ length negotiations between experienced and well-

2 informed counsel under the supervision of an experienced mediator.

3

E. The Recommendations Of Experienced Counsel Favor Approval Of The

Settlement 4

5

The judgment of experienced counsel regarding the settlement is entitled to significant

6 weight, see, e.g., Hanlon, 150 F.3d at 1026, and the recommendation of experienced class counsel

7 should be given a presumption of reasonableness. See Boyd, 485 F.Supp. at 622.

8

Class Counsel have extensive experience prosecuting and litigating employment

9 discrimination cases and complex class actions. (See Dermody Decl. in Support of Preliminary

10 Settlement Approval at ¶¶ 4-27; Declaration of Adam T. Klein in Support of Preliminary

11 Settlement Approval (Docket No. 157) at ¶¶ 3-7; Declaration of Cyrus Mehri in Support of

12 Preliminary Settlement Approval (Docket No. 158) at ¶¶ 4-12; Declaration of James M. Finberg

13 in Support of Preliminary Settlement Approval (Docket No. 156) at ¶¶ 4-12.) Class Counsel

14 conducted a comprehensive legal and factual investigation into the claims in this case, and Class

15 Counsel firmly believe that the proposed Settlement Agreement easily satisfies Rule 23(e)’s

16 requirements and is in the best interest of all Class members. (Dermody Decl. in Support of

17 Preliminary Settlement Approval at ¶¶ 30-39; 50-52.) This considered view of experienced

18 counsel weighs heavily in favor of final approval. Hanlon, 150 F.3d at 1026

19

CONCLUSION

20

For the reasons stated herein, in Plaintiffs’ memorandum and points of authority in

21 support of preliminary approval and in the Court’s May 1, 2008 Order, Plaintiffs respectfully

22 request that the Court enter an order granting final approval to the parties’ settlement, granting

23 final certification to the proposed Settlement Class, and approving and ordering the distribution of

24 the Settlement Funds.

25

26

27

28

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1
2 Dated: July 24, 2008 3
4
5
6
7 Adam T. Klein (Pro Hac Vice) Justin M. Swartz (Pro Hac Vice)
8 Piper Hoffman (Pro Hac Vice) OUTTEN & GOLDEN LLP
9 3 Park Avenue, 29th Floor New York, New York 10016
10 Telephone: (212) 245-1000 Facsimile: (212) 977-4005
11 Email: atk@outtengolden.com Email: jms@outtengolden.com
12 Email: ph@outtengolden.com 13 Cyrus Mehri (Pro Hac Vice)
Anna M. Pohl (Pro Hac Vice) 14 MEHRI & SKALET, PLLC
1250 Connecticut Ave, NW, Suite 300 15 Washington, DC 20036
Telephone: (202) 822-5100 16 Facsimile: (202) 822-4997
Email: Cyrus@findjustice.com 17 Email: APohl@findjustice.com 18
19
20
21
22
23
24
25
26
27
28
775521.2

Respectfully submitted,
LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP

By:

/s/ Kelly M. Dermody

Kelly M. Dermody (State Bar No. 171716) Heather H. Wong (State Bar No. 238546) LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, CA 94111-3339 Telephone: (415) 956-1000 Facsimile: (415) 956-1008 Email: kdermody@lchb.com Email: hwong@lchb.com
Elizabeth A. Alexander (Pro Hac Vice) LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP 150 Fourth Avenue, N., Ste. 1650 Nashville, TN 37219-2423 Telephone: (615) 313-9000 Facsimile: (615) 313-9965 Email: ealexander@lchb.com
James M. Finberg (State Bar No. 114850) ALTSHULER BERZON 177 Post Street, Ste. 300 San Francisco, CA 94108 Telephone: (415) 421-7151 Facsimile: (415) 362-8064 Email: jfinberg@altshulerberzon.com
Attorneys for Plaintiffs and the Proposed Class

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 United States District Court, N.D. California.
Rene AMOCHAEV, et al., Plaintiff, v.
CITIGROUP GLOBAL MARKETS INC., Defendant.
No. C-05-1298 PJH.
Feb. 12, 2007.
Kelly M. Dermody, Heather H. Wong, Leiff Cabraser Heimann & Bernstein LLP, James M. Finberg, Altshuler Berzon LLP, San Francisco, CA, Adam T. Klein, Justin Swartz, Piper Hoffman, Outten & Golden LLP, New York, NY, Anna M. Pohl, Cyrus Mehri, Lisa M. Bornstein, Sandi Farrell, Mehri & Skalet PLLC, Washington, DC, Bill Lann Lee, Lewis, Feinberg, Lee, Renaker & Jackson, P.C., Oakland, CA, Elizabeth A. Alexander, Lieff Cabraser Heimann & Bernstein, LLP, Nashville, TN, for Plaintiff.
Audra Jan Soloway, Beth Susan Frank, Brad S. Karp, Daniel John Toal, Jay Cohen, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY, Malcolm A. Heinicke, Munger Tolles & Olson LLP, San Francisco, CA, for Defendant.
ORDER GRANTING DISMISSAL OF LISA STRANGE WEATHERBY AS A NAMED PLAINTIFF
PHYLLIS J. HAMILTON, United States District Judge.
*1 Defendant's motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(3), or in the alternative to transfer venue pursuant to 28 U.S.C. § 1406 or dismiss Lisa Strange Weatherby as a named plaintiff pursuant to Federal Rule of Civil Procedure 21 came on hearing before this court on February 7, 2007. Plaintiffs were represented by their counsel, Piper Hoffman and defendant was represented by its counsel, Jay Cohen. Having read the parties' papers and carefully considered their arguments and the relevant legal authority, and good cause appearing, the court hereby GRANTS plaintiff's motion to dismiss Lisa

Weatherby as a named plaintiff for the reasons summarized as follows:
Title VII contains a specific venue provision that exclusively governs venue in an action alleging violations of Title VII. See Johnson v. Payless Drug Stores Northwest, Inc., 950 F.2d 586 (9th Cir.1991) (noting Title VII's venue provision exclusively governs venue in a Title VII action and cannot be supplemented by the general venue provisions found in 28 U.S.C. § 1391). This provision provides that venue is proper in: (1) any judicial district in the state in which the unlawful employment practice is alleged to have been committed, (2) the judicial district in which the employment records relevant to such practice are maintained and administered, (3) the judicial district in which the aggravated person would have worked but for the unlawful employment practice, or (4) the judicial district in which the respondent has its principal office. See 42 U.S.C. § 2000-e(f)(3). While Congress expanded a plaintiff's venue choices by enacting specific venue provisions for Title VII actions, there is no evidence in the language of the statute or the statute's legislative history that Congress intended to abrogate the requirement that each named plaintiff satisfy the venue requirements. Accordingly, each named plaintiff must demonstrate that he or she satisfies Title VII's venue provision. Although, the court is unaware of any Ninth Circuit authority, this conclusion is consistent with the conclusions of other trial courts that have addressed this issue and with prior decisions of this court on this issue. See, e.g., Dukes v. Wal-Mart Stores, Inc., No. C-01-2252 MJJ, 2001 WL 1902806, *2 (N.D.Cal. Dec.3, 2001) (collecting cases); Crawford v. U.S. Bancorp Piper Jaffray, Inc., No. C-00-1611-PJH, *4-5 (N.D.Cal. Jul. 23, 2001); Quarles v. Gen. Inv. & Dev., 260 F.Supp.2d 1, 10 (D.D.C.2003). Because it is undisputed in this case that venue in the Northern District of California is improper for Weatherby, a named plaintiff who alleges unlawful employment practices that occurred in Jacksonville, Florida, the court must determine the proper remedy.
Where venue is improper as to a named plaintiff the court has three remedial options: (1) the court may dismiss the action in its entirety, (2) the court may transfer the action to a district where venue is proper

as to all named plaintiffs or (3) the court may dismiss the improperly venued plaintiff and sever his or her claims. While the Ninth Circuit has cautioned that dismissal or transfer is a harsh penalty, it has indicated that such a remedy may be appropriate in cases where filing in an improper forum evidences bad faith. See In re Hall, Bayoutree Assoc., Ltd., 939 F.2d 802, 806 (9th Cir.1991). In this case, the court would be well within its discretion to dismiss the action or transfer it to the Southern District of New York because there is evidence that suggests plaintiffs' counsel acted in bad faith in purporting to bring the action pursuant to the general venue statute which is cited in the first amended complaint. Plaintiffs' counsels' characterization at the hearing of the failure to cite the proper venue statute as an accidental oversight is not credible. Plaintiffs' counsel are a group of experienced litigators, several of whom specialize in employment discrimination matters. This fact combined with their argument that the omission is immaterial because Weatherby can simply file an individual complaint in the proper jurisdiction and request the Judicial Panel on Multidistrict Litigation to transfer the action back to this court as a tag-along, suggests to the court that the omission was strategic and not accidental. Nonetheless, the court recognizes that it would be unfair for the properly venued plaintiffs to be forced to litigate their actions in the Southern District of New York because of their counsels' action. Furthermore, transfer would be burdensome and expensive because the witnesses in this matter are likely located in this District.
*2 Accordingly, Weatherby' claims are severed and she is dismissed from this action without prejudice.
IT IS SO ORDERED
N.D.Cal.,2007. Amochaev v. Citigroup Global Markets Inc. Not Reported in F.Supp.2d, 2007 WL 484778 (N.D.Cal.)
END OF DOCUMENT

 
 Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page1 of 21

I James M. Finberg (State Bar No. 114850) Kelly M. Dermody (State Bar No. 171716)
2 Bill Lann Lee (State Bar No. 108452) LIEFF, CABRASER, HEIMANN &
3 BERNSTEIN, LLP 275 Battery Street, 30th Floor
4 San Francisco, CA 94111-3339 Telephone: (415) 956-1000
5 Facsimile: (415) 956-1008

ORlGHNAL FILED
MAR 3 1 2005

6 Elizabeth A. Alexander

LIEFF, CABRASER, HEIMANN &

7

BERNSTEIN, LLP

.

3319 West End Avenue, Suite #6.r;:.

,.., F ~ ''"''" r~

8 Nashville, TN 37203-1074

If.!.. '· '" 'd

Telephone: (615) 313-9000

9 Facsimile: (615) 313-9965

10 Cyrus Mehri Lisa M. Bornstein
II Sandi Farrell AnnaM. Pohl
12 MEHRJ & SKALET, PLLC 1300 19th Street, N.W., Suite 400
13 Washington, D.C. 20036 Telephone: (202) 822-5100
14 Facsimile: (202) 822-4997

Adam T. Klein Piper 1-Ioffinan OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005

15

Attorneysfor the Plaintijft

16

UNITED STATES DISTRICT COURT

17

NORTHERN DISTRICT OF CALIFORNIA

p 18

SAN ~CISCO I OAKLAND Dn:ISI~~

~

RENEEFASSBENDERAMOCH~, ~ 9 8 'II 19

c5No. j_

DEBORAH ORLANDO, KATHRYN N.

20 VARNER and JUDY WEIL, on behalfof themselves and all others similarly situated,

CLASS ACTION COMPLAINT FOR

21 Plaintiffs,
22 v.
23 CIDGROUP GLOBAL MARKETS, INC.,

INJUNCTIVE AND DECLARATORY RELIEF AND DAMAGES FOR VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,42 U.S.C. § 2000e, AND THE CALIFORNIA FAIR
EMPLOYMENT AND HOUSING ACT

24 dlh/a SMITH BARNEY,

DEMAND FOR JURY TRIAL

25

Defendant. 26

27 1 - - - - - - - - - - - - - - '

28

378614.5

CLASS ACTION COMPLAINT

Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page2 of 21

1

Individual and Representative Plaintiffs Renee Fassbender Amochaev, Deborah Orlando,

2 Kathryn Varner and Judy Wei! (collectively "Plaintiffs") on behalfof themselves and all others
3 similarly situated, allege, upon personal knowledge as to themselves and upon information and
4 belief as to other matters, as follows:
5

6

NATURE OF THE CLAIM

7

1. Defendant Citigroup Global Markets, Inc., d/b/a Smith Barney

8 (hereinafter "Smith Barney" or "the Company'') is an investment brokerage retail finn that

9 discriminates against female Financial Consultants on the basis of gender with respect to business

10 opportunities, compensation, professional support and other tenns and conditions of employment

11 in violation of Title VII of the Civil Rights Act of 1964,42 U.S.C. §§ 2000e, et seq., and the

12 California Fair Employment and Housing Act, CaL Gov't Code § 12940 et seq. Smith Barney is

13 the brokerage retail arm ofCitigroup, the largest financial institution in the United States.

14

2. The violations are systemic, constituting a pattern and practice that

15 pervades the corporate culture of Smith Barney. They are not isolated or exceptional incidents,

16 but rather the regular and predictable result of Defendant's policies and practices. Put simply,

17 Smith Barney's policies and practices with regard to distribution of the business opportunities and

18 investment accounts under its control have the effect, and have been undertaken with the purpose,

19 of denying equal opportunities for compensation to qualified female Financial Consultants.

20

3. Smith Barney generally pays its Financial Consultants (also called "FCs"

21 or "brokers") on a commission basis, determined by the value, quality, and quantity of the

22 investment accounts the FCs acquire and manage. Investment accounts may be generated when

23 individuals with new business call in or walk into the office; through "leads" and "referrals" (e.g.,

24 when a Financial Consultant is told ofa possible account opportunity and makes contact with the

25 potential account holder); by transfer from one Financial Consultant to another (e.g., when a

26 Financial Consultant retires or leaves the business); or through partnerships between Financial

27 Consultants within an office (or ''branch").

28

4. But accounts and potential accounts are not simply "acquired" by brokers

378614.5

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Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page3 of 21

1 in a vacuum, outside the control of the Company. In fact, Smith Barney has implemented a

2 companywide policy for account distribution that delegates the discretion to allocate or distribute

3 accounts, as well as the opportunities to gain new accounts, to its virtually all-male branch

4 management. Because so many accounts are obtained through the distribution process rather than

5 on an FC's own initiative, account distribution is a substantial factor affecting the compensation

6 of Smith Barney Financial Consultants.

7

5. Pursuant to Smith Barney policy and practice, accounts- or potential

8 accounts and business opportunities -· are normally distributed to Financial Consultants

9 according to a uniform Smith Barney policy that allows Branch Managers to consider past

10 production (e.g., the results of historical discrimination) and the preferences of the Branch

11 Managers in the offices in which brokers work. Branch Managers have extraordinary discretion

12 to distribute these business opportunities as they choose, allowing their gender stereotypes and

13 the company-wide culture of gender discrimination to influence their decisions. As a result,

14 Smith Barney's practice is to distribute accounts and business opportunities to male Financial

15 Consultants in numbers greatly disproportionate to those distributed to similarly-situated female

16 Financial Consultants. In addition, lucrative partnership agreements are formed between male

17 brokers without adequate oversight or equal opportunity protections, subject only to rubber-stamp

18 approval by management. Women are rarely invited to partner with other brokers and thus are

19 almost wholly excluded from a means of acquiring accounts on which male brokers rely to help

20 them succeed. These discriminatory practices systematically disadvantage female Financial

21 Consultants at Smith Barney and prevent them from fairly competing for business opportunities

22 and higher compensation.

23

6. As troubling as these discriminatory policies and practices are, more

24 disturbing still is the cavalier way in which Smith Barney has treated the subject of sex

25 discrimination, its female brokers, and even its own legally binding promises. Indeed, while

26 Defendant Citigroup nominally embraces a corporate credo for Smith Barney and its subsidiaries

27 that states. "We have worked hard to create a workplace with an emphasis on inclusion.

28 innovation and merit, each rooted in our shared values and respect for our colleagues and the

378614.5

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I millions of people we serve," these statements ofinclusion are belied by Smith Barney's

2 exclusionary practices. It is also indisputable that Smith Barney is aware of its discriminatory

3 policies and practices, as this lawsuit does not represent the first time such problems have been

4 brought to light, including in previous class action gender discrimination lawsuits.

5

7. In 1997, the Company entered into a settlement agreement to resolve a

6 previous sex-discrimination class action lawsuit. In that agreement, Smith Barney also pledged,

7 inter alia, that it would develop non-discriminatory standards for account distribution, as well as

8 a system to ensure that employees who lodged complaints of sex discrimination were not

9 subjected to reta1iation for doing so. But within only a few years of that settlement, the Company

10 has been utilizing a discriminatory account distribution system and has retaliated against, and

II constructively discharged, female Financial Consultants- including three ofthe Plaintiffs here-

12 for attempting to raise sex-discrimination issues within the Company. Smith Barney's continuing

13 discrimination and retaliation are not only illegal, but also reflect egregious violations of the

14 promises Smith Barney previously made to its female employees and to a court of law. Clearly.

15 Smith Barney has not learned from its earlier mistakes or court orders. Indeed, it now continues

16 to violate the rights of its female Financial Consultants- including the very women who have

17 attempted, within the Company•s internal procedures, to remind the Company of its own pledge

18 to take sex discrimination seriously.

19

8. Accordingly, this class action is brought by female Financial Consultants

20 on behalfof themselves individually and all similarly-situated female Financial Consultants in the

21 United States against whom Smith Barney has discriminated on the basis of gender. This action

22 seeks, finally, to end Smith Barney's discriminatory policies and/or practices and to make the

23 Plaintiff class whole by requesting the following remedies: injunctive relief to remedy systemic

24 sex discrimination at Smith Barney; an award of back pay and front pay; and compensatory and

25 punitive damages.

26

JURISDICTION, VENUE AND INTRADISTRICf ASSIGNMENT

27

9. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331.

28

10. Venue is proper in this District pursuant to 28 U.S.C. § 139I(b). Members

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1 of the Plaintiff class reside in California and throughout the United States. Defendant Smith

2 Barney is a Delaware corporation licensed to do business in California. It has branch offices

3 throughout California and this District. Many of the acts complained ofoccurred in this State and

4 this District and gave rise to the claims alleged.

5

11. Assignment to the San Francisco/Oakland Division of this Court is proper

6 because the Plaintiffs reside within the Division and many of the acts complained of took place in

7 this Division.

8

PARTIES

9

12. Plaintiff Renee Fassbender Amochaev is a female resident of Santa Rosa,

10 California. During the course of her employment as a Financial Consultant at Smith Barney,

11 Smith Barney denied Ms. Fassbender Amochaev business opportunities on the basis of her gender

12 that directly impacted her compensation. Smith Barney retaliated against Ms. Fassbender

13 Amochaev for complaints of gender discrimination, and constructively discharged her.

14

13. Plaintiff Deborah Orlando is a female resident of Santa Rosa, California.

15 During the course of her employment as a Financial Consultant at Smith Barney, Smith Barney

16 denied Ms. Orlando business opportunities on the basis of her gender that directly impacted her

17 compensation. Smith Barney retaliated against Ms. Orlando for complaints of gender

18 discrimination, and constructively discharged her.

19

14. Plaintiff Kathryn Varner is a female resident of Santa Rosa, California.

20 During the course of her employment as a Financial Consultant at Smith Barney, Smith Barney

21 denied Ms. Vamer business opportunities on the basis of her gender that directly impacted her

22 compensation. Smith Barney retaliated against Ms. Varner for complaints of gender

23 discrimination, and constructively discharged her.

24

15. P1aintiffJudy Wei! is a female resident of Alamo, California. She is

25 currently a Financial Consultant in the Walnut Creek, California office of Smith Barney. During

26 the course of her employment as a Financial Consultant at Smith Barney, Smith Barney has

27 denied Ms. Weil business opportunities on the basis of her gender that directly impacted her

28 compensation.

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I

16. Smith Barney is a division of Citigroup Global Markets, Inc.

2

17. Citigroup Global Markets, Inc. is a subsidiary of Citigroup.

3

18. Smith Barney is a global financial finn, which provides brokerage and

4 investment banking management services to corporations, governments and individuals around

5 the world. Smith Barney is the nation's second largest retail brokerage firm and a leader in the

6 U.S. securities industry. Smith Barney's Private Client and Global Equity Research businesses

7 comprise the Global Wealth Management unit of Citigroup Global Markets, Inc., a subsidiary of

8 Citigroup. Smith Barney employs approximately 12,000 Financial Consultants in over 500

9 offices.

10

19. Citigroup, Inc. ("Citigroup" and, together with its subsidiaries, "the

11 Company"), is a diversified global financial services holding company whose businesses provide

12 a broad range of financial services to consumer and corporate customers. Citigroup is a Fortune

13 500 company with more than 200 million customer accounts doing business in over 100 14 countries. It is also the largest financial institution in the United States. As of December 2004, it

15 had approximately 141,000 full-time and 7,000part-time employees in the United States and

16 approximately 146,000 full-time employees outside the United States. In addition, Citigroup 17 reported revenues over $86 billion, a net income of $17 billion, assets of $1 trillion and a market 18 value of $211 billion. Currently, Citigroup has over 3,000 bank branches and consumer finance

19 offices in the United States and Canada, plus an additional 1,500 locations in approximately 100

20 other countries.

21

CLASS ACTION ALLEGATIONS

22

20. Plaintiffs bring this Class Action pursuant to Fed. R. Civ. P. 23(a), (b)(2),

23 and (b)(3) on behalf of a Class of all female Financial Consultants employed by Smith Barney in

24 the United States at any time from August 30, 2003 and continuing to the present. Plaintiffs also

25 bring this Class Action pursuant to Fed. R. Civ. P. 23(a), (b)(2), and (b)(3) on behalf of a 26 Subclass of all female Financial Consultants employed by Smith Barney in California at any time

27 from June 25, 2003 and continuing to the present. Plaintiffs reserve the right to amend the

28 definitions of the Class and Subclass based on discovery or legal developments.

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I

21. Plaintiffs are members of the Class they seek to represent.

2

22. The members of the Class identified herein are so numerous that joinder of

3 all members is impracticable. As of the filing of this Complaint, Smith Barney has approximately

4 12,000 Financial Consultants. Although the precise number of female Financial Consultants is

5 currently unknown, it is far greater than can be feasibly addressed through joinder.

6

23. There are questions of law and fact common to the Class, and these

7 questions predominate over any questions affecting only individual members. Common

8 questions include, among others: (I) whether Smith Barney's policies or practices discriminate

9 against female Financial Consultants; (2) whether Smith Barney's Human Resources Department

10 has failed to implement policies and procedures to prevent retaliation against employees who

11 challenge perceived bias in the workplace; (3) whether Smith Barney's policies and practices

12 violate Title VII and/or the California Fair Employment and Housing Act; and (4) whether

13 equitable remedies, injunctive relief, compensatory, and punitive damages for the Class are

14 warranted.

15

24. The Representative Plaintiffs' claims are typical of the claims of the Class.

16

25. The Representative Plaintiffs wm fairly and adequately represent and

17 protect the interests of the members of the Class. Plaintiffs have retained counsel competent and

18 experienced in complex class actions, employment discrimination litigation, and the intersection

19 thereof

20

26. Class certification is appropriate pursuant to Fed. R. Civ. P. 23(b)(2)

21 because Smith Barney has acted and/or refused to act on grounds generally applicable to the

22 class, making appropriate declaratory and injunctive relief with respect to Plaintiffs and the Class

23 as a whole. The Class members are entitled to injunctive relief to end Smith Barney's common,

24 uniform, unfair and discriminatory policies and practices.

25

27. Class certification is also appropriate pursuant to Fed. R. Civ. P. 23(b)(3)

26 because common questions of fact and law predominate over any questions affecting only

27 individual members of the Class, and because a class action is superior to other available methods

28 for the fair and efficient adjudication of this litigation. The Class members have been damaged

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1 and are entitled to recovery as a result of Smith Barney's common, unifonn, unfair, and 2 discriminatory policies and practices. Smith Barney has computerized account data, payroll and

3 personnel data that will make calculation of damages for specific Class members relatively

4 simple. The propriety and amount of punitive damages are based on the conduct of the

5 Defendant, making these issues common to the Class.

6

GENERAL POLICIES OR PRACTICES OF DISCRIMINATION

7

28. The denials and abridgments of employment opportunities suffered by the

8 Representative Plaintiffs are part of a general policy or practice of discrimination on the basis of

9 gender in employment that has existed at Smith Barney throughout the relevant time period.

10 These are not isolated examples of employment practices or individual decisions. On the

11 contrary, these incidents are representative of Smith Barney's systematic discrimination against 12 female Financial Consultants in favor of male Financial Consultants.

13

29. Because virtually all indicia of success, advancement, and achievement at

14 Smith Barney are based on the total doUar amount of assets a Financial Consultant manages or 15 the amount slhe has produced that year, the ability to acquire new and lucrative accounts is

16 essential to a Financial Consultant's success in the business. Promotions and recognition

17 programs at Smith Barney are also based on a Financial Consultant's gross production, total 18 assets, or both. For example, officer titles, such as "First Vice President," are awarded for a 19 particular year if a Financial Consultant reaches a certain dollar amount in gross production

20 during that year. Receiving such a title also may entitle a Financial Consultant to increased

21 opportunities for account allocations, thus multiplying the disparities.

22

30. However, despite the significance of the account distribution system, the

23 nationwide account distribution policy discriminates against women. It perpetuates the historical

24 exclusion of women from account distribution and permits excessive subjectivity by Branch

25 Managers in account assignment. This is a uniform practice across Smith Barney offices. Each

26 Smith Barney branch office has a Branch Manager, who is required to follow this company 27 policy. Using data that is flawed by the historical discrimination against women in business leads

28 and the Branch Managers' personal preferences, Smith Barney distributes call-ins, walk-ins,

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I leads, and referrals to Financial Consultants within each branch. By entrusting Branch Managers,

2 virtually all of whom are men, with undue discretion in these matters, Smith Barney maintains a

3 system whereby the Branch Managers apply their own personal preferences and biases in making

4 distribution decisions.

5

31. Smith Barney has pursued policies or practices on a continuing basis that

6 have denied or restricted the availability ofbusiness opportunities, compensation, and other

7 favorable employment conditions to qualified female Financial Consultants. Such discriminatory

8 policies or practices include, without limitation:

9

a. SystematicaHy discriminating against women in allocating accounts

10 and business opportunities that impact their opportunities for increased compensation, including,

11 but not limited to,leads, ca11-ins, walk-ins, accounts from departing brokers' books, and other

12 sources of business;

13

b. Systematically discriminating against women in the provision of

14 sales and professional support that impact their opportunities for increased compensation;

15

c. Relying upon unweighted, subjective, gender-based and/or arbitrary

16 criteria utilized by a nearly all-male managerial workforce in making business allocation

17 decisions that directly impact compensation;

18

d. Establishing and maintaining an arbitrary and subjective policy or

19 system regarding business allocation that has had the effect of denying compensation to qualified

20 women;

21

e. Failing and refusing to take reasonable and adequate steps to

22 eliminate the effects of Defendant•s past discriminatory practices;

23

f

Permitting retaliation against employees who complain of gender

24 discrimination in the workplace;

25

g. Failing to provide women with the same quality and quantity of

26 training and mentoring as is provided to men;

27

h. Failing to provide women with the same level of sales support,

28 administrative support, and other support as is provided to men;

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I

I.

Maintaining a compensation system that perpetuates past

2 discrimination; 3

J.

Denying women opportunities to increase their commissions and

4 other earnings;

5

k. Maintaining a discriminatory and gender-biased corporate culture;

6 and 7

I.

Making employment decisions based on gender stereotypes.

8

CLAIMS OF REPRESENTATIVE PLAINTIFFS

9 Renee Fassbender Amochaev

10

32. Plaintiff Renee Fassbender Amochaev worked as a Financial Consultant

II from March 2000 to July 23,2004 in the Santa Rosa, California office of Smith Barney. During

12 the course of her employment, Smith Barney denied her compensation, business opportunities,

13 titles and other conditions of employment made available to similarly-situated male Financial

14 Consultants.

15

33. Since the beginning of her employment with Smith Barney, Ms.

16 Fassbender Amochaev has been denied books of business that she was qualified to receive or

17 maintain on multiple occasions. For example, in or around June 2003, Smith Barney distributed a

18 portion of Ms. Fassbender Amochaev's book of business worth $1,634,000.00 to a male Financial

19 Consultant with no greater qualifications than Ms. Fassbender Amochaev. Similar instances have

20 happened since the beginning of her employment, including but not limited to: (l) in

21 approximately July 2003, Smith Barney distributed a hook of business worth $275,000.00 to a

22 similarly-situated male Financial Consultant; (2) in approximately September 2003, Smith Barney

23 distributed a hook of business worth $102,000.00 to a similarly-situated male Financial

24 Consultant; (3) in approximately November 2003, Smith Barney distributed a book ofbusiness

25 worth $250,000.00 to a similarly-situated male Financial Consultant; (4) in approximately

26 January 2004, Smith Barney distributed a hook ofbusiness worth $4,122,000.00 to a similarly-

27 situated male Financial Consultant; (5) in approximately May 2004, Smith Barney distributed a 28

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Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page11 of 21

1 book of business worth $415,000.00 to a similarly-situated male Financial Consultant; and (6) in

2 approximately July 2004, Smith Barney distributed a book of business worth at least

3 $6,912,989.00 (and worth as much as approximately $11,500,000.00) to a similarly-situated male

4 Financial Consultant. If Ms. Fassbender Amochaev had not been denied these accounts, she

5 would have generated compensation worth approximately several hundred thousand dollars.

6

34. In this same time period, Smith Barney did not allocate any significant

7 walk-in or call-in business to Ms. Fassbender Amochaev, while it did allocate such business to

8 similarly-situated male Financial Consultants. Smith Barney denied Ms. Fassbender Amochaev

9 these opportunities due to her gender.

10

35. As a result of, and/or in addition to, the gender discrimination described

11 above, Smith Barney engaged in gender discrimination against Ms. Fassbender Amochaev in

12 other ways, including, but not limited to, the following:

13

a. Smith Barney denied Ms. Fassbender Amochaev the opportunity to

14 use the title "Portfolio Manager," which was reserved for Financial Consultants who had

15 completed additional training and who managed at least 10 accounts that tota1ed at least

16 $5,000,000.00 in assets. Had Smith Barney not denied her business based on her gender, Ms.

17 Fassbender Amochaev would have been able to use the title "Portfolio Manager'' because she had

18 achieved a11 the other qualifications for the title.

19

b. Smith Barney denied Ms. Fassbender Amochaev the opportunity to

20 use the title "First Vice President." This title was reserved for Financial Advisors who had in

21 excess of$250,000 in gross production, which Smith Barney prevented Ms. Fassbender

22 Amochaev from achieving by treating her differently than similarly-situated males.

23

c. While Smith Barney provided appropriate sales support to

24 similarly-situated male Financial Consultants, it denied such support to Ms. Fassbender

25 Amochaev;

26

d. While Smith Barney assigned similarly-situated male Financial

27 Consultants to offices with windows, it assigned Ms. Fassbender Amochaev to a less desirable

28 office without a window.

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I

e. While Smith Barney provided training opportunities to similarly-

2 situated male Financial Consultants, Smith Barney did not make the same opportunities available

3 to Ms. Fassbender Amochaev.

4

36. Smith Barney denied all of these opportunities to Ms. Fassbender

5 Amochaev because of her gender.

6

37. Smith Barney subjected Ms. Fassbender Amochaev to a hostile work

7 environment after she complained about unfair, discriminatory treatment to the highest levels of

8 the company, including to the Director ofHuman Resources of Smith Barney. Smith Barney

9 refused to address her complaints and retaliated against her. For example, shortly after Ms.

10 Fassbender Amochaev lodged her complaints of discrimination, her manager threatened to take

11 away several of her accounts and replaced her sales assistant with someone less qualified. Smith

12 Barney management also disclosed the fact that she had complained about discrimination to her

13 male co-workers and allowed a petition to be circulated in Ms. Fassbender Arnochaev's office

14 attacking her complaints. Despite Ms. Fassbender Amochaev's protests, no one was disciplined

15 for this retaliation.

16

38. As a result of the discrimination and retaliation, Smith Barney

17 constructively discharged Ms. Fassbender Amochaev from her employment with Smith Barney

18 on July 23,2004, which caused her to lose earned stock option awards valued at approximately

19 $32,000.00.

20

39. Smith Barney has discriminated against Ms. Fassbender Amochaev on the

21 basis of her gender by denying her business opportunities that directly impacted her

22 compensation, constructively discharging her, and retaliating against her for her complaints of

23 gender discrimination.

24

40. On or about June 25, 2004, Ms. Fassbender Amochaev filed a charge of

25 discrimination with the California Department of Fair Employment and Housing ("DFEH'') and

26 the Equal Employment Opportunity Commission ("EEOC''). On or about September 2, 2004,

27 Ms. Fassbender Amochaev filed an amended charge of discrimination. The charge was amended

28 again on March 24, 2005. On March 25, 2005, she received a Notice of Right to Sue from the

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ClASS ACTION COMPLAINT

Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page13 of 21

I DFEH. She has requested a Notice of Right to Sue from the EEOC. Her charge, amended

2 charges, and Notice of Right to Sue from the DFEH are attached to this Complaint as Exhibit A

3 and are incorporated by reference.

4 Deborah Orlando

5

41. Plaintiff Deborah Orlando was employed as a Vice President/Financial

6 Consultant in the Santa Rosa, California office of Smith Barney from February 14, 1998 to July

7 23, 2004. During the course ofher employment, Smith Barney denied Ms. Orlando business

8 opportunities and compensation that it made available to similarly-situated male Financial

9 Consultants.

10

42. Smith Barney has discriminated against Ms. Orlando on the basis of her

11 gender by denying her business opportunities that directly impacted her compensation. For

12 example, on multiple occasions between June 2003 and July 2004, Smith Barney transferred

13 significant assets to similarly-situated male Financial Consultants that were not offered to Ms.

14 Orlando. In this same time period, Smith Barney likewise did not allocate any significant walk~in

15 or call-in business to Ms. Orlando, while it did allocate walk-in and call-in business to similarly-

16 situated male Financial Consultants. Smith Barney denied aU of these opportunities to Ms.

17 Orlando due to her gender.

18

43. As a result of, and/or in addition to, the gender discrimination described

19 above, Smith Barney engaged in gender discrimination against Ms. Orlando in other ways,

20 including, but not limited to, the following:

21

a. While Smith Barney gave other similarly-situated male Financial

22 Consultants training opportunities, Smith Barney did not make the same opportunities available to

23 Ms. Orlando.

24

b. Smith Barney assigned Ms. Orlando to a less desirable office than it

25 assigned similarly-situated male employees.

26

44. Although Ms. Orlando complained about unfair, discriminatory treatment

27 to the company's corporate office, Smith Barney did not address her complaints. Instead, Smith

28 Barney subjected her to a hostile work environment, disclosed the fact that she had complained to

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CLASS ACTION COMPLAINT

Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page14 of 21

I male co-workers, and retaliated against her for having made the complaints. As a result of the

2 discrimination and retaliation. Smith Barney constructively discharged Ms. Orlando from her

3 employment with Smith Barney on July 23, 2004. The constructive discharge caused Ms.

4 Orlando to lose approximately $70,000 in income and approximately ten percent of the assets she

5 managed.

6

45. Smith Barney has discriminated against Ms. Orlando on the basis of her

7 gender by denying her business opportunities that directly impacted her compensation,

8 constructively discharging her, and retaliating against her for her complaints of gender

9 discrimination.

10

46. On or about September 17, 2004, Ms. Orlando filed a charge of

II discrimination with the DFEH and the EEOC. On or about March 29, 2005, Ms. Orlando filed an

12 amended charge of discrimination. On March 29, 2005, Ms. Orlando received a Notice of Right

13 to Sue from the DFEH. Her charge and amended charge of discrimination and Notice of Right to

14 Sue are attached to this Complaint as Exhibit Band are incorporated by reference. Ms. Orlando

15 has requested a Notice of Right to Sue from the EEOC.

16 Kathryn Varner

17

47.

Plaintiff Kathryn Vamer was employed as a Financial Consultant in the

18 Smith Barney office in Modesto, California starting in 1988. She worked there continually until

19 1991, when she became a Financial Consultant in the Santa Rosa, California office ofSmith

20 Baruey. In 1993, she was medea Vice President. She was employed by Smith Baruey until July

21 16, 2004. During the course of her employment, Smith Barney denied her business opportunities

22 and compensation made available to similarly-situated male Financial Consultants.

23

48. Smith Barney has discriminated against Ms. Varner on the basis ofher

24 gender by denying her business opportunities that directly impacted her compensation. For

25 example, on multiple occasions between June 2003 and July 2004, Smith Barney transferred

26 significant assets to similarly-situated male Financial Consultants that were not offered to Ms.

27 Varner. In this same time period, Smith Barney likewise did not allocate any significant walk-in
28

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CLASS ACTION COMPLAINT

Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page15 of 21

I or ca11-in business to Ms. Varner, while it did allocate walk-in and call-in business to similarly-

2 situated male Financial Consultants. Smith Barney denied Ms. Varner aU of these opportunities

3 due to her gender.

4

49. In March or April, 2004, Ms. Varner complained of gender discrimination

5 to the Smith Barney Human Resources Department. Although Ms. Varner complained about the

6 unfair, discriminatory treatment she had experienced to the Regional Human Resources Director,

7 Smith Barney failed to address her complaints. Instead, Smith Barney disclosed the fact that she

8 had complained to her male coworkers and retaliated against her for making such complaints. As

9 a result ofthe discrimination and retaliation, Smith Barney constructively discharged Ms. Varner

10 from her employment on July 16,2004. Ms. Varner lost at least $50,000 in commission as a

11 result of being constructively discharged.

12

50. Smith Barney discriminated against Ms. Varner on the basis ofher gender

13 by denying her business opportunities that directly impacted her compensation, constructively

14 discharging her, and retaliating against her for her complaints of gender discrimination.

15

51. On or about November 22,2004, Ms. Varner filed a charge of

16 discrimination with the DFEH and the EEOC. Ms. Varner has received a Notice ofRight to Sue

17 from the DFEH on March 30, 2005. Attached to this Complaint as Exhibit C, and incorporated

18 by reference, are copies ofher charge and Notice. Ms. Varner has requested a Notice ofRight to

19 Sue from the EEOC.

20
JudyWeil 21

22

52. Plaintiff Judy Weil is employed as a Financial Consultant in the Walnut

23 Creek, California office of Smith Barney. She has been employed by Smith Barney since

24 November 1998.

25

53. Smith Barney has discriminated against Ms. Weil on the basis ofher

26 gender by denying her business opportunities that have directly impacted her compensation and

27 that were made available to similarly-situated male Financial Consultants. For example, in

28

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ClASS ACTION COMPLAINT

Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page16 of 21

1 December 2003, the Smith Barney allocated a retiring broker's book of business to a similarly~

2 situated male Financial Consultant instead ofMs. Weil. Other examples include, but are not

3 limited to an instance in May or June 2004, when Smith Barney allocated another book of

4 business to a similarly-situated male Financial Consu1tant instead of Ms. Weil. In this same time

5 period, Smith Barney did not distribute any significant walk-in or call-in business, or significant

6 accounts from departing or retiring brokers' books, to Ms. Weil, while Smith Barney allocated

7 such business to similarly-situated male Financial Consu1tants. Smith Barney denied Ms. Weil

8 these business opportunities and resulting compensation on the basis ofher gender.

9

54. On or about October 6, 2004, Ms. Weil filed a charge of discrimination

10 with the DFEH and the EEOC. Ms. Wei! received a Notice of Right to Sue from the DFEH on

II October 6, 2004. On March 30, 2004, Ms. Wei! received a Notice of Right to Sue from the

12 EEOC. Attached to this Complaint as Exhibit D and incorporated by reference are copies of her

13 charge and Notices.

14

FIRST CLAIM FOR RELIEF

(Intentional Discrimination)

15

(Title VII ofthe Civil Rights Act of 1964,42 U.S.C. §§ 2000e, et seq.)

(On behalf of All Plaintiffs and the Class)

16

17

55. Plaintiffs incorporate the preceding paragraphs as alleged above.

18

56. This Claim is brought by all Representative Plaintiffs on behalfof

19 themselves and the Class they represent. Plaintiffs have timely filed charges with the EEOC

20 making classwide claims of discrimination as well as individual claims. On March 30, 2005,

21 Plaintiff Judy Wei! received a Notice of Right to Sue frum the EEOC. The other Plaintiffs have

22 requested Notices ofRights to Sue. At least one Plaintiffhas exhausted her administrative

23 remedies on her own behalf and on behalf of the other Plaintiffs in this action and on behalfofthe

24 Class at the time of filing.

25

57. Smith Barney has maintained a system that is discriminatory, subjective,

26 standardless, and/or arbitrary with respect to the distribution of accounts and business

27 opportunities, compensation and other terms and conditions of employment. Smith Barney's

28 discriminatory policies or practices described above have denied female Financial Consultants

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CI.ASS ACTION COMPLAINT

Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page17 of 21

1 business opportunities and compensation, in the loss of past and future wages and other job

2 benefits, as compared to similarly-situated male Financial Consultants.

3

58. Defendant has intentionally discriminated against Plaintiffs and the Class

4 by maintaining a pattern and practice ofdenying business opportunities and accounts that directly

5 affect compensation to qualified female Financial Consultants on the basis ofsex. The foregoing

6 conduct constitutes illegal, intentional discrimination as unjustified disparate treatment prohibited

7 by 42 U.S.C. §§ 2000e et seq.

8

59. Plaintiffs request relief as hereinafter described.

9

SECOND CLAIM FOR RELIEF

(Disparate Impact Discrimination)

10

(Title VII of the Civil Rights Act of 1964,42 U.S.C. §§ 2000e, et seq.)

·• (On bebolf of All Plaintiffs and the Class)

11

12

60. Plaintiffs incorporate the preceding paragraphs as alleged above.

13

61. This Claim is brought by all Representative Plaintiffs on behalf of

14 themselves and the Class they represent. Plaintiffs have timely filed charges with the EEOC

15 making classwide claims of discrimination as well as individual claims. On March 30, 2005,

16 Plaintiff Judy Wei! received a Notice of Right to Sue from the EEOC. The other Plaintiffs have

17 requested Notices of Right to Sue. At least one Plaintiff has exhausted her administrative

18 remedies on her own behalf and on behalf of the other Plaintiffs in this action and on behalfofthe

19 class at the time of filing.

20

62. Smith Barney has maintained a system and/or policies that are

21 discriminatory, subjective, standardless, and/or arbitrary with respect to the distribution of

22 accounts and business opportunities which affect compensation and other terms and conditions of

23 employment. This system has an adverse impact on female employees and is not, and cannot be,

24 justified by business necessity. Even if such system could be justified by business necessity, less

25 discriminatory alternatives exist and would equally serve any alleged necessity.

26

63. Plaintiffs request relief as hereinafter described.

27

28

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Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page18 of 21

I

THIRD CLAIM FOR RELIEF

(Gender Discrimination)

2

(California Fair Employment and Housing Act, Cal. Gov't Code§§ 12940 et seq.)

(On behalf of Plaintiffs and the California Subclass)

3

4

64. Plaintiffs incorporate the preceding paragraphs as alleged above.

5

65. This claim is brought on behalf of Plaintiffs Renee Fassbender Amochaev,

6 Deborab Orlando, Kathryo Varner, and Judy Weil, and the Subclass of female Financial

7 Consultants from California offices.

8

66. As described herein, Smith Barney's actions constitute gender

9 discrimination in violation of the California Fair Employment and Housing Act (FEHA).

10 Plaintiff JudyWeil has received a Right to Sue letter from the DFEH. The pendency of EEOC

11 investigations into Plaintiffs' charges tolled the time limit for filing civil actions pursuant to the

12 Fair Employment and Housing Act. Plaintiffs have timely complied with all prerequisites to suit.

13

67. Plaintiffs request relief as hereinafter provided.

14

ALLEGATIONS REGARDING RELIEF

15

68. Plaintiffs and the Class they seek to represent have no plain, adequate, or

16 complete remedy at law to redress the wrongs alleged herein, and the injunctive relief sought in

17 this action is the only means of securing complete and adequate relief. Plaintiffs and the Class

18 they seek to represent are now suffering, and will continue to suffer, irreparable injury from

19 Defendant's discriminatory acts and omissions.

20

69. Smith Barney's actions have caused and continue to cause Plaintiffs and all

21 Class members substantial losses in earnings and other employment benefits.

22

70. In addition, Representative Plaintiffs and the Class suffer and continue to

23 suffer hwniliation, embarrassment, and anguish, all to their damage in an amount according to

24 proof.

25

71. Smith Barney performed the acts herein alleged with malice or reckless

26 indifference. Plaintiffs and Class members are thus entitled to recover punitive damages in an

27 amount according to proof.

28

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Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page19 of 21

I

PRAYER FOR RELIEF

2

WHEREFORE, Plaintiffs and the Class pray for relief as follows:

3 72. Certification of the case as a class action on behalf ofthe proposed Class;
4 73. Designation of Representative Plaintifis Renee Fassbender Amochaev,
5
Deborah Orlando, Kathryn Varner and Judy Weil as representatives of the Class;
6 74. Designation of Representative Plaintiffs' counsel of record as Class
7 counsel;
8

10 12940, et seq.;
11 76. A preliminary and permanent injunction against Smith Barney and its
12
officers, agents, successors, employees, representatives, and any and all persons acting in concert
13

15 77. An order that Smith Barney institute and carry out policies, practices, and
16 programs that provide equal employment opportunities for all employees regardless of gender,
17 and that it eradicate the effects of its past and present unlawful employment practices;
18 78. An order restoring Plaintiffs and Class members to their rightful positions
19
at Smith Barney, or in lieu of reinstatements, an order for front pay benefits;
20
79. Back pay (including interest and benefits) for individual Plaintiffs and
21
Class members;
22
80. All damages sustained as a result of Smith Barney's conduct, including
23

25
Barney's ability to pay and to deter future conduct;
26
82. Costs incurred herein, including reasonable attorneys' fees to the extent
27
allowable by law;
28

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Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page20 of 21

I

83. Pre~judgment and post-judgment interest, as provided by law; and

2

84. Such other and further legal and equitable relief as this Court deems

3 necessary, just, and proper.

4 Dated: March3/ , 2005 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27
28

Respectfully submitted,
LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP
By.:_.LJ__f_K_elClydM:.~D,er/mfod1y~.ft_~-
James M. Finberg (State Bar No. 114850) KellyM. Dermody (State BarNo. 171716) Bill Lann Lee (State Bar No. 108452) LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP Embarcadero Center West 275 Battery Street, 30th Floor San Francisco, CA 94111-3339 Telephone: (415) 956-1000 Facsimile: (415) 956-1008
Elizabeth A. Alexander LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP 3319 West End Avenue, Suite #600 Nashville, TN 37203-1074 Telephone: (615) 313-9000 Facsimile: (615) 313-9965
Cyrus Mehri Lisa M. Bomstein Sandi Farrell AnnaM.Pohl MEHRJ & SKALET, PLLC 1300 19th Street, N.W., Suite 400 Washington, D.C. 20036 Telephone: (202) 822-5100 Facsimile: (202) 822-4997
Adam T. Klein Piper Hoffman OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Telephone: (212) 245-1000 Facsimile: (212) 977-4005
Attorneys for Plaintiffs

378614.5

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Case4:05-cv-01298-PJH Document1 Filed03/31/05 Page21 of 21

I

DEMAND FOR JURY TRIAL

2

Plaintiffs hereby demand a trial by jury as to all issues so triable.

3 Dated: March'S/ , 2005
4
5

Respectfully submitted,
LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP

6 7

By:_ _~ L/~£7'K-e'lCly,/Mf.iD~:er:m;o:d/y__~=--,--­

8

James M. Finberg (State Bar No. 114850)

9

Kelly M. Dermody (State Bar No. 171716)

Bill Lann Lee (State Bar No. I08452)

10

LIEFF, CABRASER, HEIMANN &

BERNSTEIN, LLP

II

Embarcadero Center West

12

275 Battery Street, 30th Floor San Francisco, CA 94111-3339

Telephone: (415) 956-1000

13

Facsimile: (415) 956-1008

14

Elizabeth A. Alexander

15

LIEFF, CABRASER, HEIMANN & BERNSTEIN, LLP

16

3319 West End Avenue, Suite #600 Nashville, TN 37203-1074

17

Telephone: (615) 313-9000 Facsimile: (615) 313-9965

18

CymsMehri

19

Lisa M. Bomstein Sandi Farrell

20

AnnaM. Pohl MEHRI & SKALET, PLLC

21

1300 19th Street, N.W., Suite 400 Washington, D.C. 20036

22

Telephone: (202) 822-5100 Facsimile: (202) 822-4997

23

Adam T. Klein

24

Piper Hoffman OUTTEN & GOLDEN LLP

25

3 Park Avenue, 29th Floor NewYorlc, New York 10016

26

Telephone: (212) 245-1000 Facsimile: (212) 977-4005

27

Attorneysfor the Plaintiffs

28

378614.5

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CLASS ACTION COMPLAINT

 
 Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 1 of 24
CLOSED,E−Filing,PROTO
U.S. District Court California Northern District (Oakland) CIVIL DOCKET FOR CASE #: 4:05−cv−01298−PJH

Amochaev et al v. Citigroup Global Markets Inc. Assigned to: Hon. Phyllis J. Hamilton Referred to: Magistrate Judge Joseph C. Spero Cause: 42:2000e Job Discrimination (Employment)
Plaintiff

Date Filed: 03/31/2005 Date Terminated: 08/13/2008 Jury Demand: Plaintiff Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question

Renee Fassbender Amochaev

represented by Kelly M. Dermody Leiff Cabraser Heimann & Bernstein LLP 275 Battery Street, 29th Floor San Francisco, CA 94111−3339 415−956−1000 Fax: 415−956−1008 Email: kdermody@lchb.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Adam T. Klein Outten & Golden LLP 685 Third Avenue, 25th Floor New York, NY 10017 212−245−1000 Fax: 646−509−2060 Email: atk@outtengolden.com ATTORNEY TO BE NOTICED

Anna M. Pohl , Mehri & Skalet PLLC 1250 Connecticut Ave, N.W. Suite 300 Washington, DC 20036

202−822−5100 Fax: 202−822−4997 Email: apohl@findjustice.com ATTORNEY TO BE NOTICED

Bill Lann Lee Lewis Feinberg Lee & Jackson, P.C. 476 9th Street Oakland, CA 94607 510−839−6824 Fax: 510−839−7839 Email: blee@creeclaw.org TERMINATED: 02/27/2007 ATTORNEY TO BE NOTICED

Cyrus Mehri Mehri & Skalet PLLC 1250 Connecticut Avenue Suite 300 Washington, DC 20036 202−822−5100 Fax: 202−822−4997 Email: cmehri@findjustice.com ATTORNEY TO BE NOTICED

Elizabeth A. Alexander

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 2 of 24
Lieff Cabraser Heimann & Bernstein, LLP 150 4th Avenue North, Suite 1650 Nashville, TN 37219−2423 615−313−9000 Fax: 615−313−9965 Email: ealexander@lchb.com ATTORNEY TO BE NOTICED
Heather H. Wong Lieff Cabraser Heimann & Berstein LLP 275 Battery Street, 30th Floor San Francisco, CA 94111−3339 415−956−1000 x2150 Fax: 415−956−1008 Email: hwong@lchb.com ATTORNEY TO BE NOTICED
James M. Finberg Altshuler Berzon LLP 177 Post Street, Suite 300 San Francisco, CA 94108 415−421−7151 Fax: 415−362−8064 Email: jfinberg@altshulerberzon.com ATTORNEY TO BE NOTICED
Justin Swartz Outten & Golden LLP 685 Third Avenue 25th Floor New York, NY 10017 212−245−1000 Fax: 646−509−2060 Email: jms@outtengolden.com ATTORNEY TO BE NOTICED
Lisa M. Bornstein Mehri & Skalet PLLC 1250 Connecticut Avenue Suite 300 Washington, DC 20036 202−822−5100 Fax: 202−822−4997 TERMINATED: 04/09/2008 ATTORNEY TO BE NOTICED
Piper Hoffman Outten & Golden LLP 3 Park Avenue, 29th Floor New York, NY 10016 212−245−1000 Fax: 212−977−4005 Email: ph@outtengolden.com ATTORNEY TO BE NOTICED
Sandi Farrell Mehri & Skalet PLLC 1250 Connecticut Avenue Suite 300 Washington, DC 20036 202−822−5100 Fax: 202−822−4997 TERMINATED: 10/26/2007 ATTORNEY TO BE NOTICED

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 3 of 24

Plaintiff Deborah Orlando
Plaintiff Kathryn N. Varner

represented by Kelly M. Dermody (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Adam T. Klein (See above for address) ATTORNEY TO BE NOTICED
Anna M. Pohl , (See above for address) ATTORNEY TO BE NOTICED
Bill Lann Lee (See above for address) TERMINATED: 02/27/2007 ATTORNEY TO BE NOTICED
Cyrus Mehri (See above for address) ATTORNEY TO BE NOTICED
Elizabeth A. Alexander (See above for address) ATTORNEY TO BE NOTICED
Heather H. Wong (See above for address) ATTORNEY TO BE NOTICED
James M. Finberg (See above for address) ATTORNEY TO BE NOTICED
Lisa M. Bornstein (See above for address) TERMINATED: 04/09/2008 ATTORNEY TO BE NOTICED
Piper Hoffman (See above for address) ATTORNEY TO BE NOTICED
Sandi Farrell (See above for address) TERMINATED: 10/26/2007 ATTORNEY TO BE NOTICED
represented by Kelly M. Dermody (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Adam T. Klein (See above for address) ATTORNEY TO BE NOTICED
Anna M. Pohl , (See above for address) ATTORNEY TO BE NOTICED

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 4 of 24

Bill Lann Lee (See above for address) TERMINATED: 02/27/2007 ATTORNEY TO BE NOTICED

Cyrus Mehri (See above for address) ATTORNEY TO BE NOTICED

Elizabeth A. Alexander (See above for address) ATTORNEY TO BE NOTICED

Heather H. Wong (See above for address) ATTORNEY TO BE NOTICED

James M. Finberg (See above for address) ATTORNEY TO BE NOTICED

Lisa M. Bornstein (See above for address) TERMINATED: 04/09/2008 ATTORNEY TO BE NOTICED

Piper Hoffman (See above for address) ATTORNEY TO BE NOTICED

Sandi Farrell (See above for address) TERMINATED: 10/26/2007 ATTORNEY TO BE NOTICED

Plaintiff
Judy Weil on behalf of themselves and all others similarly situated

represented by Kelly M. Dermody (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Adam T. Klein (See above for address) ATTORNEY TO BE NOTICED

Anna M. Pohl , (See above for address) ATTORNEY TO BE NOTICED

Bill Lann Lee (See above for address) TERMINATED: 02/27/2007 ATTORNEY TO BE NOTICED

Cyrus Mehri (See above for address) ATTORNEY TO BE NOTICED

Elizabeth A. Alexander (See above for address) ATTORNEY TO BE NOTICED

Heather H. Wong (See above for address)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 5 of 24

ATTORNEY TO BE NOTICED

James M. Finberg (See above for address) ATTORNEY TO BE NOTICED

Lisa M. Bornstein (See above for address) TERMINATED: 04/09/2008 ATTORNEY TO BE NOTICED

Piper Hoffman (See above for address) ATTORNEY TO BE NOTICED

Sandi Farrell (See above for address) TERMINATED: 10/26/2007 ATTORNEY TO BE NOTICED

Plaintiff Ivy So

represented by Heather H. Wong (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Elizabeth A. Alexander (See above for address) ATTORNEY TO BE NOTICED

Kelly M. Dermody (See above for address) ATTORNEY TO BE NOTICED

Lisa M. Bornstein (See above for address) TERMINATED: 04/09/2008 ATTORNEY TO BE NOTICED

Plaintiff
Lisa Weatherby TERMINATED: 02/12/2007

represented by Heather H. Wong (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Kelly M. Dermody (See above for address) ATTORNEY TO BE NOTICED

V.
Defendant
Citigroup Global Markets Inc. doing business as Smith Barney

represented by Audra Jan Soloway Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373−3000 Fax: (212) 492−0289 Email: asoloway@paulweiss.com ATTORNEY TO BE NOTICED

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 6 of 24
Beth Susan Frank , Paul Weiss Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019−6064
212−373−3550 Fax: 212−492−0550 Email: bfrank@paulweiss.com ATTORNEY TO BE NOTICED
Brad Karp Paul, Weiss, Rifkind, Wharton and Garrison LLP 1285 Avenue of the Americas New York, NY 10019
212−373−3000 Fax: Email: BKarp@paulweiss.com ATTORNEY TO BE NOTICED
Daniel John Toal Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 212−373−3869 Fax: 212−373−2773 Email: dtoal@paulweiss.com ATTORNEY TO BE NOTICED
Jay Cohen Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of Americas New York, NY 10019−6064 (212) 373−3163 Fax: (212) 373−2399 Email: jaycohen@paulweiss.com ATTORNEY TO BE NOTICED
Kelly M. Dermody (See above for address) ATTORNEY TO BE NOTICED
Malcolm A. Heinicke Munger Tolles & Olson LLP 560 Mission Street, 27th Floor San Francisco, CA 94105−2907 (415) 512−4000 Fax: (415) 512−4077 Email: Malcolm.Heinicke@mto.com ATTORNEY TO BE NOTICED

Date Filed 03/31/2005

# Docket Text
1 CLASS ACTION COMPLAINT for injunctive and declaratory relief and damages for violations of Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e, and the California Fair Employment and Housing Act, Demand for Jury Trial against Citigroup Global Markets Inc. (Filing fee $ 250, receipt number 3370828). Filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 3/31/2005) Additional attachment(s) added on 4/14/2005 (far, Court Staff). (Entered: 04/01/2005)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 7 of 24

03/31/2005 03/31/2005 03/31/2005 04/13/2005 04/15/2005 04/15/2005 04/18/2005
04/25/2005 04/25/2005 04/27/2005 04/28/2005
04/28/2005 05/02/2005 05/02/2005 05/03/2005

2 CASE MANAGEMENT SCHEDULING ORDER: Case Management Statement due by 8/11/2005. Case Management Conference set for 8/18/2005 02:30 PM. (Attachments: # 1 Standing Order)(far, Court Staff) (Filed on 3/31/2005) (Entered: 04/01/2005)
CASE DESIGNATED for Electronic Filing. (far, Court Staff) (Filed on 3/31/2005) (Entered: 04/01/2005)
Summons Issued as to Citigroup Global Markets Inc.. (CT CORPORATION SYSTEM) (far, Court Staff) (Filed on 3/31/2005) (Entered: 04/01/2005)
3 CLERK'S NOTICE re: Complaint (document number one); Failure to E−File and/or Failure to Register as an E−Filer (far, Court Staff) (Filed on 4/13/2005) (Entered: 04/13/2005)
4 MOTION for leave to appear in Pro Hac Vice of Elizabeth A. Alexander; FEE PAID, RECEIPT NUMBER 3371403 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 4/15/2005) (Entered: 04/15/2005)
Received Order re 4 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 4/15/2005) (Entered: 04/15/2005)
5 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Elizabeth A. Alexander is GRANTED. re 4 MOTION for leave to appear in Pro Hac Vice filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 4/18/05. (nah, COURT STAFF) (Filed on 4/18/2005) (Entered: 04/18/2005)
6 MOTION for leave to appear in Pro Hac Vice of Piper Hoffman, FEE PAID, RECEIPT NUMBER 3371679 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 4/25/2005) (Entered: 04/25/2005)
Received Order re 6 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 4/25/2005) (Entered: 04/25/2005)
7 STIPULATION AND [PROPOSED] ORDER RE ENLARGEMENT OF TIME TO ANSWER OR OTHERWISE RESPOND TO COMPLAINT by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Dermody, Kelly) (Filed on 4/27/2005) (Entered: 04/27/2005)
8 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Piper Hoffman is GRANTED re 6 MOTION for leave to appear in Pro Hac Vice filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 4/28/05. (nah, COURT STAFF) (Filed on 4/28/2005) (Entered: 04/28/2005)
9 STIPULATION AND ORDER RE ENLARGEMENT OF TIME TO ANSWER OR OTHERWISE RESPOND TO COMPLAINT. Signed by Judge Phyllis J. Hamilton on 4/28/05. (nah, COURT STAFF) (Filed on 4/28/2005) (Entered: 04/28/2005)
10 MOTION for leave to appear in Pro Hac Vice of Adam T. Klein; FEE PAID, RECEIPT NUMBER 3371878 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/2/2005) (Entered: 05/02/2005)
Received Order re 10 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/2/2005) (Entered: 05/02/2005)
11 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE re 10 MOTION for leave to appear in Pro Hac Vice filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 5/3/05. (nah, COURT STAFF) (Filed on 5/3/2005) (Entered: 05/03/2005)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 8 of 24

05/03/2005 05/03/2005 05/03/2005 05/03/2005 05/03/2005 05/03/2005 05/05/2005
05/05/2005
05/05/2005
05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005

12 MOTION for leave to appear in Pro Hac Vice of Cyrus Mehri, FEE PAID, RECEIPT NUMBER 3371926 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/3/2005) (Entered: 05/03/2005)
Received Order re 12 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/3/2005) (Entered: 05/03/2005)
13 MOTION for leave to appear in Pro Hac Vice of Lisa M. Bornstein, FEE PAID, RECEIPT NUMBER 3371927 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/3/2005) (Entered: 05/03/2005)
Received Order re 13 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/3/2005) (Entered: 05/03/2005)
14 MOTION for leave to appear in Pro Hac Vice of Sandi Farrell, FEE PAID, RECEIPT NUMBER 3371928 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/3/2005) (Entered: 05/03/2005)
Received Order re 14 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, Court Staff) (Filed on 5/3/2005) (Entered: 05/03/2005)
15 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Lisa M. Bornstein is GRANTED re 13 MOTION for leave to appear in Pro Hac Vice filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 5/5/05. (nah, COURT STAFF) (Filed on 5/5/2005) (Entered: 05/05/2005)
16 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Sandi Farrell is GRANTED re 14 MOTION for leave to appear in Pro Hac Vice filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 5/5/05. (nah, COURT STAFF) (Filed on 5/5/2005) (Entered: 05/05/2005)
17 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Cyrus Mehri is GRANTED re 12 MOTION for leave to appear in Pro Hac Vice filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 5/5/05. (nah, COURT STAFF) (Filed on 5/5/2005) (Entered: 05/05/2005)
23 MOTION for leave to appear in Pro Hac Vice of Audra J. Soloway, FEE PAID, Receipt Number 3372123 filed by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
Received Order re 23 MOTION for leave to appear in Pro Hac Vice by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
24 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 23 MOTION for leave to appear in Pro Hac Vice, Received Order (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
25 MOTION for leave to appear in Pro Hac Vice of Jay Cohen, FEE PAID, Receipt Number 3372123 filed by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
Received Order re 25 MOTION for leave to appear in Pro Hac Vice by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
26 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 25 MOTION for leave to appear in Pro Hac Vice, Received Order (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
27 MOTION for leave to appear in Pro Hac Vice of Beth S. Frank, FEE PAID, Receipt Number 3372123 filed by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 9 of 24

05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/09/2005 05/11/2005 05/11/2005 05/11/2005 05/11/2005 05/12/2005 06/10/2005 06/10/2005
06/10/2005

Received Order re 27 MOTION for leave to appear in Pro Hac Vice by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
28 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 27 MOTION for leave to appear in Pro Hac Vice, Received Order (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
29 MOTION for leave to appear in Pro Hac Vice of Daniel J. Toal, FEE PAID, Receipt Number 3372123 filed by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
Received Order re 29 MOTION for leave to appear in Pro Hac Vice by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
30 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 29 MOTION for leave to appear in Pro Hac Vice, Received Order (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
31 MOTION for leave to appear in Pro Hac Vice of Brad S. Karp, FEE PAID, Receipt Number 3372123 filed by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
Received Order re 31 MOTION for leave to appear in Pro Hac Vice by Citigroup Global Markets Inc.. (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
32 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 31 MOTION for leave to appear in Pro Hac Vice, Received Order (far, Court Staff) (Filed on 5/9/2005) (Entered: 05/12/2005)
18 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Jay Cohen is Granted.. Signed by Judge Phyllis J. Hamilton on 5/11/05. (nah, COURT STAFF) (Filed on 5/11/2005) (Entered: 05/11/2005)
19 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Beth Frank is GRANTED. Signed by Judge Phyllis J. Hamilton on 5/11/05. (nah, COURT STAFF) (Filed on 5/11/2005) (Entered: 05/11/2005)
20 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Brad Karp is GRANTED. Signed by Judge Phyllis J. Hamilton on 5/11/05. (nah, COURT STAFF) (Filed on 5/11/2005) (Entered: 05/11/2005)
21 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Audra Soloway is GRANTED. Signed by Judge Phyllis J. Hamilton on 5/11/05. (nah, COURT STAFF) (Filed on 5/11/2005) (Entered: 05/11/2005)
22 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE: Application of Daniel Toal is GRANTED. Signed by Judge Phyllis J. Hamilton on 5/11/05. (nah, COURT STAFF) (Filed on 5/12/2005) (Entered: 05/12/2005)
33 ANSWER and AFFIRMATIVE DEFENSES to PLAINTIFFS' COMPLAINT 1 by Citigroup Global Markets Inc.. (Heinicke, Malcolm) (Filed on 6/10/2005) Modified on 6/13/2005 (far, Court Staff). (Entered: 06/10/2005)
34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) filed by Citigroup Global Markets Inc.. Motion Hearing set for 7/20/2005 09:00 AM in Courtroom 3, 17th Floor, San Francisco. (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
35 Proposed Order re 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) Granting Defendant Citigroup Global

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 10 of 24

06/10/2005
06/10/2005 06/10/2005 06/10/2005 06/10/2005 06/13/2005 06/13/2005 06/13/2005 06/13/2005 07/01/2005
07/01/2005

Markets Inc.'s Motion to Transfer Pursuant to 28 U.S.C. Section 1404(a) by Citigroup Global Markets Inc.. (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
36 Declaration of David Hess in Support of 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) (AFFIDAVIT OF DAVID HESS IN SUPPORT OF DEFENDANT CITIGROUP GLOBAL MARKETS, INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a)) filed byCitigroup Global Markets Inc.. (Related document(s) 34 ) (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
37 Declaration in Support of 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) DECLARATION OF JAY COHEN (Exhibits A − F to be filed manually) filed byCitigroup Global Markets Inc.. (Related document(s) 34 ) (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
38 Certificate of Interested Entities re 33 Answer to Complaint (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
39 EXHIBITS re 37 Declaration in Support, Exhibits A Through F to The Declaration of Jay Cohen in Support of Defendant Citigroup Global Markets Inc.'s Notice of Motion and Motion to Transfer Pursuant to 28 U.S.C. Section 1404(a) filed byCitigroup Global Markets Inc.. (Related document(s) 37 ) (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
40 AFFIDAVIT of Service for Answer; Notice and Motion to Transfer; [Proposed] Order; Affidavit of David Hess in Support; Declarationof Jay Cohen in Support; Rule 7.1 Statement BY FEDEX (served by Tara Miezejeski of Paul, Weiss, Rifkind et al.) served on Kelly M. Dermody; Cyrus Mehri; Adam T. Klein on June 10, 2005, filed by Citigroup Global Markets Inc.. (Heinicke, Malcolm) (Filed on 6/10/2005) (Entered: 06/10/2005)
41 STIPULATION re 2 Case Management Scheduling Order (STIPULATION AND [PROPOSED] ORDER TO CONTINUE CASE MANAGEMENT OCNFERENCE) by Citigroup Global Markets Inc.. (Heinicke, Malcolm) (Filed on 6/13/2005) (Entered: 06/13/2005)
42 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 41 Stipulation and [Proposed] Order to Continue Case Management Conference (Heinicke, Malcolm) (Filed on 6/13/2005) (Entered: 06/13/2005)
43 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 41 Stipulation and [Proposed] Order to Continue Case Management Conference (service on Paul Weiss, et al.) (Heinicke, Malcolm) (Filed on 6/13/2005) (Entered: 06/13/2005)
44 STIPULATION AND ORDER TO CONTINUE CASE MANAGEMENT CONFERENCE Case Management Conference set for 9/15/2005 02:30 PM.. Signed by Judge Phyllis J. Hamilton on 6/13/05. (nah, COURT STAFF) (Filed on 6/13/2005) (Entered: 06/13/2005)
45 STIPULATION re 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) AND [PROPOSED] ORDER TO EXTEND PLAINTIFFS' TIME TO RESPOND TO DEFENDANT'S MOTION TO TRANSFER AND CONSOLIDATE HEARING ON MOTION WITH CASE MANAGEMENT CONFERENCE by Citigroup Global Markets Inc.. (Heinicke, Malcolm) (Filed on 7/1/2005) (Entered: 07/01/2005)
46 CERTIFICATE OF SERVICE by Citigroup Global Markets Inc. re 45 Stipulation, and [Proposed] Order to Extend Plaintiffs' Time to Respond to Defendant's Motion to Transfer and Consolidate Hearing on Motion With Case Management Conference (Heinicke, Malcolm) (Filed on 7/1/2005) (Entered: 07/01/2005)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 11 of 24

07/01/2005 07/28/2005 07/29/2005
08/01/2005 08/19/2005 09/07/2005 09/09/2005 09/12/2005 09/14/2005
09/14/2005
09/16/2005

47 STIPULATION AND ORDER TO EXTEND PLAINTIFFS' TIME TO RESPOND TO DEFENDANT'S MOTION TO TRANSFER AND CONSOLIDATE HEARING ON MOTION WITH CASE MANAGEMENT CONFERENCE Case Management Conference set for 9/14/2005 09:00 AM. Motion Hearing set for 9/14/2005 09:00 AM.. Signed by Judge Phyllis J. Hamilton on 7/1/05. (nah, COURT STAFF) (Filed on 7/1/2005) (Entered: 07/01/2005)
48 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil of Need for ADR Phone Conference (Dermody, Kelly) (Filed on 7/28/2005) (Entered: 07/28/2005)
49 Memorandum in Opposition re 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Attachments: # 1 Affidavit DECLARATION OF KELLY M. DERMODY IN SUPPORT OF OPPOSITION TO MOTION TO TRANSFER VENUE)(Dermody, Kelly) (Filed on 7/29/2005) (Entered: 07/29/2005)
50 NOTICE by Citigroup Global Markets Inc. of Need for ADR Telephone Conference Pursuant to ADR L.R. 3−5; Defendant Citigroup Global Markets, Inc;s ADR Certification (Frank, Beth) (Filed on 8/1/2005) (Entered: 08/01/2005)
51 Reply Memorandum re 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 8/19/2005) (Entered: 08/19/2005)
52 JOINT CASE MANAGEMENT STATEMENT AND RULE 26(F) REPORT filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Attachments: # 1 Proposed Order re Interviews With Employees Who Are Putative Class Members# 2 Exhibit Putative Class Member Acknowledgement Form# 3 Exhibit Attorney Script for Interviews of Potential Class Members)(Dermody, Kelly) (Filed on 9/7/2005) (Entered: 09/07/2005)
53 STIPULATION AND [PROPOSED] PROTECTIVE ORDER by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Dermody, Kelly) (Filed on 9/9/2005) (Entered: 09/09/2005)
54 STIPULATION AND PROTECTIVE ORDER. Signed by Judge Phyllis J. Hamilton on 9/12/05. (nah, COURT STAFF) (Filed on 9/12/2005) (Entered: 09/12/2005)
55 Minute Entry: Case Management Conference held on 9/14/2005 before Phyllis J. Hamilton (Date Filed: 9/14/2005), Motion Hearing held on 9/14/2005 before Phyllis J. Hamilton (Date Filed: 9/14/2005) re 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) filed by Citigroup Global Markets Inc.,. (Court Reporter Joan Columbini.) (nah, COURT STAFF) (Date Filed: 9/14/2005) (Entered: 09/14/2005)
56 AMENDED Minute Entry: Case Management Conference held on 9/14/2005 before Phyllis J. Hamilton (Date Filed: 9/14/2005), Motion Hearing held on 9/14/2005 before Phyllis J. Hamilton (Date Filed: 9/14/2005) re 34 MOTION to Transfer Case (DEFENDANT CITIGROUP GLOBAL MARKETS INC.'S NOTICE OF MOTION AND MOTION TO TRANSFER PURSUANT TO 28 U.S.C. SECTION 1404(a); MEMO OF POINTS AND AUTHORITIES IN SUPPORT THEREOF) filed by Citigroup Global Markets Inc.,. (Court Reporter Joan Columbini.) (nah, COURT STAFF) (Date Filed: 9/14/2005) Additional attachment(s) added on 9/15/2005 (nah, COURT STAFF). Additional attachment(s) added on 9/15/2005 (nah, COURT STAFF). (Entered: 09/14/2005)
57 ORDER by Judge Phyllis J. Hamilton denying 34 Defendant's Motion to Transfer Case (pjhlc2, COURT STAFF) (Filed on 9/16/2005) (Entered: 09/16/2005)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 12 of 24

09/20/2005 10/13/2005
11/29/2005
11/29/2005 11/29/2005 12/01/2005 03/17/2006
03/20/2006
03/21/2006 07/25/2006 07/27/2006 08/01/2006 08/03/2006 08/03/2006
08/03/2006 08/07/2006 08/18/2006

58 TRANSCRIPT of Proceedings held on 9/14/05 before Judge Hamilton. Court Reporter: Joan Marie Columbini. (far, Court Staff) (Filed on 9/20/2005) (Entered: 09/20/2005)
59 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil OF ORDER ENTERED IN MARTENS ET AL. V. SMITH BARNEY, INC., ET AL. RE: DEFENDANT'S MOTION TO ENJOIN PLAINTIFFS (Dermody, Kelly) (Filed on 10/13/2005) (Entered: 10/13/2005)
60 MOTION for leave to appear in Pro Hac Vice of Anna Pohl, Fee Paid, Receipt Number 3378854 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, COURT STAFF) (Filed on 11/29/2005) (Entered: 11/30/2005)
Received Order re 60 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, COURT STAFF) (Filed on 11/29/2005) (Entered: 11/30/2005)
62 CERTIFICATE OF SERVICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil (rcs, COURT STAFF) (Filed on 11/29/2005) (Entered: 12/07/2005)
61 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE by Judge Phyllis J. Hamilton granting 60 Motion for Pro Hac Vice for Anna Pohl (nah, COURT STAFF) (Filed on 12/1/2005) (Entered: 12/01/2005)
63 STIPULATION and [Proposed] Order Re Modification of Class Certification Schedule and Deadline for Completing ADR Process by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Dermody, Kelly) (Filed on 3/17/2006) (Entered: 03/17/2006)
64 STIPULATION AND ORDER RE: MODIFICATION OF CLASS CERTIFICATION SCHEDULE AND DEADLINE FOR COMPLETING ADR PROCESS re 63 Stipulation filed by Renee Fassbender Amochaev,, Deborah Orlando,, Kathryn N. Varner,, Judy Weil,. Signed by Judge Phyllis J. Hamilton on 3/20/06. (nah, COURT STAFF) (Filed on 3/20/2006) (Entered: 03/20/2006)
65 NOTICE of Appearance by Heather Huynh Wong (Wong, Heather) (Filed on 3/21/2006) (Entered: 03/21/2006)
66 NOTICE of Change of Address by Elizabeth A. Alexander (Alexander, Elizabeth) (Filed on 7/25/2006) (Entered: 07/25/2006)
67 MOTION for leave to appear in Pro Hac Vice of Liza M. Velazquez, Fee Paid on 8−1−06 filed by Citigroup Global Markets Inc.. (Toal, Daniel) (Filed on 7/27/2006) Modified on 8/2/2006 (far, COURT STAFF). (Entered: 07/27/2006)
Filing fee: $ 210.00, receipt number 3388463; Pro Hac Vice Fee for Liza M. Velazquez 67 (far, COURT STAFF) (Filed on 8/1/2006) (Entered: 08/02/2006)
68 ORDER GRANTING APPLICATION FOR ADMISSION OF ATTORNEY PRO HAC VICE by Judge Phyllis J. Hamilton granting 67 Motion for Pro Hac Vice of Liza M. Velazquez. (nah, COURT STAFF) (Filed on 8/3/2006) (Entered: 08/03/2006)
69 MOTION for leave to appear in Pro Hac Vice of Justin M. Swartz, Fee Paid, Receipt Number 3388582 filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, COURT STAFF) (Filed on 8/3/2006) (Entered: 08/04/2006)
Received Order re 69 MOTION for leave to appear in Pro Hac Vice by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (far, COURT STAFF) (Filed on 8/3/2006) (Entered: 08/04/2006)
70 ORDER by Judge Hamilton granting 69 Motion for Pro Hac Vice of Justin Swartz. (far, COURT STAFF) (Filed on 8/7/2006) (Entered: 08/08/2006)
71 STIPULATION Joint Stipulation And [Proposed] Order Modifying Class Certification Schedule by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Attachments: # 1 Signature Page

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 13 of 24

08/29/2006 09/01/2006 09/01/2006 09/01/2006
09/01/2006 09/05/2006 09/05/2006 09/07/2006
09/07/2006 09/13/2006 09/15/2006 09/15/2006 09/15/2006 09/15/2006

(Declarations/Stipulations))(Wong, Heather) (Filed on 8/18/2006) (Entered: 08/18/2006)
72 STIPULATION AND ORDER MODIFYING CLASS CERTIFICATION SCHEDULE. Signed by Judge Phyllis J. Hamilton on 8/29/06. (nah, COURT STAFF) (Filed on 8/29/2006) (Entered: 08/29/2006)
73 MOTION to Compel Production of Relevant Martens Documents filed by Renee Fassbender Amochaev. Motion Hearing set for 10/11/2006 09:00 AM in Courtroom 3, 17th Floor, San Francisco. (Alexander, Elizabeth) (Filed on 9/1/2006) (Entered: 09/01/2006)
74 MEMORANDUM in Support re 73 MOTION to Compel Production of Relevant Martens Documents filed byRenee Fassbender Amochaev. (Related document(s) 73 ) (Alexander, Elizabeth) (Filed on 9/1/2006) (Entered: 09/01/2006)
75 Declaration in Support of 73 MOTION to Compel Production of Relevant Martens Documents filed byRenee Fassbender Amochaev. (Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit C# 4 Exhibit D# 5 Exhibit E# 6 Exhibit F# 7 Exhibit G# 8 Exhibit H# 9 Exhibit I# 10 Exhibit J# 11 Exhibit K# 12 Exhibit L# 13 Exhibit M# 14 Exhibit N# 15 Exhibit O# 16 Exhibit P)(Related document(s) 73 ) (Alexander, Elizabeth) (Filed on 9/1/2006) (Entered: 09/01/2006)
76 Proposed Order re 73 MOTION to Compel Production of Relevant Martens Documents by Renee Fassbender Amochaev. (Alexander, Elizabeth) (Filed on 9/1/2006) (Entered: 09/01/2006)
77 ORDER REFERRING CASE to Magistrate Judge for Discovery purposes. Signed by Judge Phyllis J. Hamilton on 9/5/06. (nah, COURT STAFF) (Filed on 9/5/2006) (Entered: 09/05/2006)
CASE REFERRED to Magistrate Judge Joseph C. Spero for Discovery (wh, COURT STAFF) (Filed on 9/5/2006) (Entered: 09/05/2006)
78 NOTICE OF REFERENCE, DATE, TIME AND PLACE OF HEARING; ORDER TO MEET AND CONFER re 73 MOTION to Compel Production of Relevant Martens Documents filed by Renee Fassbender Amochaev. Motion Hearing set for 10/6/2006 at 9:30 AM in Courtroom A, 15th Floor, San Francisco before Magistrate Judge Joseph C. Spero. By 9/21/6 counsel shall provide a joint letter to the Court. Signed by Judge Joseph C. Spero on 09/06/06. (klh, COURT STAFF) (Filed on 9/7/2006) (Entered: 09/07/2006)
Set/Reset Deadlines as to 73 MOTION to Compel Production of Relevant Martens Documents. Motion Hearing set for 10/6/2006 at 9:30 AM in Courtroom A, 15th Floor, San Francisco, before Mag. Judge Joseph C. Spero. (klh, COURT STAFF) (Filed on 9/7/2006) (Entered: 09/07/2006)
79 STIPULATION Joint Stipulation and [Proposed Order] by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Alexander, Elizabeth) (Filed on 9/13/2006) (Entered: 09/13/2006)
80 STIPULATION AND ORDER WITHDRAWING JUDY WEIL AS A CLASS REPRESENTATIVE. Signed by Judge Phyllis J. Hamilton on 9/15/06. (nah, COURT STAFF) (Filed on 9/15/2006) (Entered: 09/15/2006)
81 Cross MOTION for Protective Order [NOTICE OF CROSS−MOTION FOR A PROTECTIVE ORDER] filed by Citigroup Global Markets Inc.. Motion Hearing set for 10/6/2006 09:30 AM in Courtroom A, 15th Floor, San Francisco. (Toal, Daniel) (Filed on 9/15/2006) (Entered: 09/15/2006)
82 Proposed Order re 81 Cross MOTION for Protective Order [NOTICE OF CROSS−MOTION FOR A PROTECTIVE ORDER] [PROPOSED PROTECTIVE ORDER] by Citigroup Global Markets Inc.. (Toal, Daniel) (Filed on 9/15/2006) (Entered: 09/15/2006)
83 Memorandum in Opposition re 73 MOTION to Compel Production of Relevant Martens Documents, 81 Cross MOTION for Protective Order [NOTICE OF CROSS−MOTION FOR A PROTECTIVE ORDER] [MEMORANDUM OF LAW IN

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 14 of 24

09/15/2006
09/21/2006 09/22/2006 09/22/2006
09/25/2006 09/25/2006 09/25/2006
09/26/2006
09/26/2006 09/26/2006 09/29/2006 09/29/2006 10/12/2006

OPPOSITION TO PLAINTIFFS' MOTION TO COMPEL AND IN SUPPORT OF DEFENDANT'S CROSS−MOTION FOR A PROTECTIVE ORDER] filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 9/15/2006) (Entered: 09/15/2006)
84 Declaration of DANIEL J. TOAL in Support of 83 Memorandum in Opposition, filed byCitigroup Global Markets Inc.. (Attachments: # 1 Exhibit A pt 1# 2 Exhibit A pt 2# 3 Exhibit A pt 3# 4 Exhibit B pt 1# 5 Exhibit B pt 2# 6 Exhibit B pt 3# 7 Exhibit B pt 5# 8 Exhibit B pt 6# 9 Exhibit C−E# 10 Exhibit F# 11 Exhibit G# 12 Exhibit H pt 1# 13 Exhibit H pt 2# 14 Exhibit I−L# 15 Exhibit M−R)(Related document(s) 83 ) (Toal, Daniel) (Filed on 9/15/2006) (Entered: 09/15/2006)
85 Letter from DANIEL J. TOAL and KELLY M. DERMODY. (Toal, Daniel) (Filed on 9/21/2006) (Entered: 09/21/2006)
86 Letter from DANIEL J. TOAL and KELLY M. DERMODY, AMENDED VERSION. (Toal, Daniel) (Filed on 9/22/2006) (Entered: 09/22/2006)
87 Reply Memorandum re 73 MOTION to Compel Production of Relevant Martens Documents and Memorandum of Law in Opposition to Defendant's Cross−Motion for a Protective Order filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Attachments: # 1)(Alexander, Elizabeth) (Filed on 9/22/2006) (Entered: 09/22/2006)
88 MOTION to Compel PURSUANT TO FED. R. CIV.P.37 filed by Citigroup Global Markets Inc.. (Attachments: # 1 Proposed Order)(Toal, Daniel) (Filed on 9/25/2006) (Entered: 09/25/2006)
89 MEMORANDUM in Support OF DEFENDANT'S MOTION TO COMPEL PURSUANT TO FED.R.CIV.P.37 88 filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 9/25/2006) Modified on 9/27/2006 (far, COURT STAFF). (Entered: 09/25/2006)
90 Declaration of LIZA M. VELAZQUEZ IN SUPPORT OF DEFENDANT SMITH BARNEY'S NOTICE OF MOTION AND MOTION TO COMPEL PURSUANT TO FED.R.CIV.P.37 88 filed byCitigroup Global Markets Inc.. (Attachments: # 1 Exhibit A to C# 2 Exhibit D to L# 3 Exhibit M Part 1 of 2# 4 Exhibit M Part 2 of 2# 5 Exhibit N# 6 Exhibit O# 7 Exhibit P)(Toal, Daniel) (Filed on 9/25/2006) Modified on 9/27/2006 (far, COURT STAFF). (Entered: 09/25/2006)
91 JOINT STIPULATION AND ORDER SETTING BRIEFING SCHEDULE re: Motion to Compel and Cross−Motion for Protective Order. Pla's reply and opposition to the cross−motion due by 9/22/6. Dft's rply to their cross−motion due by 9/29/6. Signed by Judge Joseph C. Spero on 9/25/06. (klh, COURT STAFF) (Filed on 9/26/2006) (Entered: 09/26/2006)
92 CLERK'S NOTICE Continuing Motion Hearing on Plas Motion to Compel Production of Relevant Martens Documents, and Dft's Cross−Motion for Protective Order. Motions Hearing reset for 10/20/2006 at 9:30 AM in Courtroom A, 15th Floor, San Francisco. (klh, COURT STAFF) (Filed on 9/26/2006) (Entered: 09/26/2006)
93 ORDER, by Judge Joseph C. Spero, signed on 9/26/6, Denying, without prejudice, 88 Defendant's Motion to Compel Pursuant to Fed. R. Civ. P. 37. (klh, COURT STAFF) (Filed on 9/26/2006) (Entered: 09/26/2006)
94 Reply Memorandum re 81 Cross MOTION for Protective Order [NOTICE OF CROSS−MOTION FOR A PROTECTIVE ORDER] filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 9/29/2006) (Entered: 09/29/2006)
95 *** FILED IN ERROR. PLEASE SEE DOCKET # 97 . *** Declaration of Daniel J. Toal in Support of 94 Reply Memorandum filed byCitigroup Global Markets Inc.. (Related document(s) 94 ) (Toal, Daniel) (Filed on 9/29/2006) Modified on 10/13/2006 (ewn, COURT STAFF). (Entered: 09/29/2006)
96 Letter from Daniel J. Toal and Kelly M. Dermody. (Attachments: # 1 Exhibit A−E# 2 Exhibit F−G# 3 Exhibit H Part 1# 4 Exhibit H Part 2# 5 Exhibit I)(Toal, Daniel) (Filed on 10/12/2006) (Entered: 10/12/2006)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 15 of 24

10/13/2006 10/17/2006 10/23/2006
10/23/2006 10/23/2006 10/24/2006 10/25/2006 10/25/2006 10/25/2006
10/26/2006 11/03/2006 11/03/2006 11/14/2006 11/22/2006 11/27/2006

97 Declaration of Daniel J. Toal CORRECTION OF DOCKET # 95 filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 10/13/2006) (Entered: 10/13/2006)
98 STIPULATION (JOINT) AND [PROPOSED] ORDER MODIFYING CLASS CERTIFICATION SCHEDULE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Alexander, Elizabeth) (Filed on 10/17/2006) (Entered: 10/17/2006)
99 Minute Entry: Motion Hearing held on 10/20/2006 before Joseph C. Spero re 73 MOTION to Compel Production of Relevant Martens Documents filed by Renee Fassbender Amochaev, AND 81 Cross MOTION for Protective Order [NOTICE OF CROSS−MOTION FOR A PROTECTIVE ORDER] filed by Citigroup Global Markets Inc.Motions are Granted in part, denied in part. Court to prepare Order. (Court Reporter Connie Kuhl.) (klh, COURT STAFF) (Date Filed: 10/23/2006) (Entered: 10/23/2006)
100 TRANSCRIPT of Proceedings held on 10/20/06 before Judge Hamilton. Court Reporter: Connie Kuhl. (far, COURT STAFF) (Filed on 10/23/2006) (Entered: 10/23/2006)
101 Letter from [JOINT LETTER] Daniel J. Toal and Kelly M. Dermody. (Toal, Daniel) (Filed on 10/23/2006) (Entered: 10/23/2006)
102 ORDER, by Judge Joseph C. Spero, signed on 10/24/6, Granting in part and denying in part 73 Plaintiffs' Motion to Compel Production of Relevant Martens Documents, AND Granting in part and denying in part 81 Defendant's Cross Motion for Protective Order. (klh, COURT STAFF) (Filed on 10/24/2006) (Entered: 10/24/2006)
103 Letter from [JOINT LETTER] Daniel J. Toal and Kelly M. Dermody. (Toal, Daniel) (Filed on 10/25/2006) (Entered: 10/25/2006)
104 MEMORANDUM in Opposition to Defendant's Motion to Compel filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Dermody, Kelly) (Filed on 10/25/2006) (Entered: 10/25/2006)
105 Declaration of Adam T. Klein in Support of 104 Memorandum in Opposition to Defendant's Motion to Compel filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Attachments: # 1 Signature Page (Declarations/Stipulations) # 2 Exhibit A# 3 Exhibit B# 4 Exhibit C# 5 Exhibit D# 6 Exhibit E)(Related document(s) 104 ) (Dermody, Kelly) (Filed on 10/25/2006) (Entered: 10/25/2006)
106 Letter Brief filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 10/26/2006) (Entered: 10/26/2006)
107 Reply Memorandum OF LAW IN FURTHER SUPPORT OF ITS MOTION TO COMPEL filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 11/3/2006) (Entered: 11/03/2006)
108 Declaration of DANIEL J. TOAL ESQ. filed byCitigroup Global Markets Inc.. (Attachments: # 1 Exhibit A TO DECLARATION# 2 EXHIBITS B TO F)(Toal, Daniel) (Filed on 11/3/2006) (Entered: 11/03/2006)
109 CLERK'S NOTICE that the hearing on Dft's Motion to Compel Responses to Smith Barney's First Set of Interrogatories, noticed for hearing on 11/17/6 at 9:30 AM has been continued to 12/1/6 at 9:30 AM, before Judge Spero. (klh, COURT STAFF) (Filed on 11/14/2006) (Entered: 11/14/2006)
110 STIPULATION and [Proposed] Order Adjourning Hearing on Defendant's Motion to Compel by Citigroup Global Markets Inc.. (Toal, Daniel) (Filed on 11/22/2006) (Entered: 11/22/2006)
111 STIPULATION AND ORDER ADJOURNING HEARING ON DEFENDANT'S MOTION TO COMPEL. Hearing on Dft's Motion to Compel, currently set for 12/1/6 at 9:30 AM before Judge Spero has been continued to Jan. 12, 2007 at 9:30 AM. Signed by Judge Joseph C. Spero on 11/27/06. (klh, COURT STAFF) (Filed on 11/27/2006) (Entered: 11/27/2006)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 16 of 24

11/27/2006 11/28/2006 11/29/2006
12/21/2006 12/29/2006 12/29/2006 12/29/2006 01/02/2007
01/12/2007 01/12/2007 01/17/2007 01/18/2007 01/24/2007

112 Proposed Order Stipulation and [Proposed] Order for Amended Complaint by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev. (Wong, Heather) (Filed on 11/27/2006) (Entered: 11/27/2006)
113 STIPULATION AND ORDER FOR AMENDED COMPLAINT re 112 Proposed Order filed by Renee Fassbender Amochaev, Deborah Orlando, Kathryn N. Varner. Signed by Judge Phyllis J. Hamilton on 11/28/06. (nah, COURT STAFF) (Filed on 11/28/2006) (Entered: 11/28/2006)
114 AMENDED COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF AND DAMAGES FOR VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C. SECTION 2000e, and the CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT against Citigroup Global Markets Inc.. Filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Dermody, Kelly) (Filed on 11/29/2006) (Entered: 11/29/2006)
115 STIPULATION AND ORDER MODIFYING CLASS CERTIFICATION SCHEDULE re 98 Stipulation filed by Renee Fassbender Amochaev, Deborah Orlando, Kathryn N. Varner, Judy Weil. Signed by Judge Phyllis J. Hamilton on 12/21/06. (nah, COURT STAFF) (Filed on 12/21/2006) (Entered: 12/21/2006)
116 MOTION to Dismiss [PURSUANT TO FED. R. CIV. P. 12(b)(3) OR, IN THE ALTERNATIVE, TO TRANSFER VENUE PURSUANT TO 28 U.S.C. 1406] filed by Citigroup Global Markets Inc.. Motion Hearing set for 2/7/2007 09:00 AM in Courtroom 3, 17th Floor, San Francisco. (Toal, Daniel) (Filed on 12/29/2006) (Entered: 12/29/2006)
117 MEMORANDUM in Support re 116 MOTION to Dismiss [PURSUANT TO FED. R. CIV. P. 12(b)(3) OR, IN THE ALTERNATIVE, TO TRANSFER VENUE PURSUANT TO 28 U.S.C. 1406] filed byCitigroup Global Markets Inc.. (Related document(s) 116 ) (Toal, Daniel) (Filed on 12/29/2006) (Entered: 12/29/2006)
118 Proposed Order re 116 MOTION to Dismiss [PURSUANT TO FED. R. CIV. P. 12(b)(3) OR, IN THE ALTERNATIVE, TO TRANSFER VENUE PURSUANT TO 28 U.S.C. 1406] by Citigroup Global Markets Inc.. (Toal, Daniel) (Filed on 12/29/2006) (Entered: 12/29/2006)
119 NOTICE by Ivy So, Lisa Weatherby, Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev re 114 Amended Complaint, Notice of Filing of Exhibits to Plaintiffs First Amended Complaint (Attachments: # 1 Exhibit A to Notice Of Filing Of Exhibits To Plaintiffs First Amended Complaint# 2 Exhibit B to Filing Of Exhibits To Plaintiffs First Amended Complaint# 3 Exhibit C to Filing Of Exhibits To Plaintiffs First Amended Complaint# 4 Exhibit D to Filing Of Exhibits To Plaintiffs First Amended Complaint# 5 Exhibit E to Filing Of Exhibits To Plaintiffs First Amended Complaint)(Wong, Heather) (Filed on 1/2/2007) (Entered: 01/02/2007)
120 Minute Entry: Motion Hearing held on 1/12/2007 before Joseph C. Spero re 88 MOTION to Compel PURSUANT TO FED. R. CIV.P.37 filed by Citigroup Global Markets Inc. Motion granted in part, denied in part. Court to prepare Order. (Court Reporter Debra Pas.) (klh, COURT STAFF) (Date Filed: 1/12/2007) (Entered: 01/12/2007)
121 Memorandum in Opposition PLAINTIFFS RESPONSE IN OPPOSITION TO DEFENDANT'S MOTION TO DISMISS OR, IN THE ALTERNATIVE, TO TRANSFER VENUE filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So, Lisa Weatherby. (Wong, Heather) (Filed on 1/12/2007) (Entered: 01/12/2007)
122 ORDER GRANTING IN PART, DENYING IN PART re 88 MOTION to Compel PURSUANT TO FED. R. CIV.P.37 filed by Citigroup Global Markets Inc. Signed by Judge Joseph C. Spero on 1/16/7. (klh, COURT STAFF) (Filed on 1/17/2007) (Entered: 01/17/2007)
123 NOTICE of Change of Address by James M. Finberg (Finberg, James) (Filed on 1/18/2007) (Entered: 01/18/2007)
124 Reply Memorandum of Law in Support of Defendant's Motion to Dismiss Pursuant to Rule 12(b)(3) or, in The Alternative, To Tranfer Venue Pursuant To 28 U.S.C. ? 1406 filed byCitigroup Global Markets Inc.. (Toal, Daniel) (Filed on 1/24/2007) (Entered:

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 17 of 24

01/24/2007
02/07/2007
02/12/2007 02/16/2007 02/20/2007 02/22/2007
02/27/2007 03/02/2007 03/13/2007 04/17/2007 04/18/2007
07/23/2007 07/24/2007 07/27/2007

01/24/2007)
125 Declaration of DANIEL J. TOAL ESQ. in Support of 124 Reply Memorandum of Law in Support of Defendant's Motion to Dismiss Pursuant to Rule 12(b)(3) or, in The Alternative, To Transfer Venue Pursuant To 28 U.S.C.?1406 filed byCitigroup Global Markets Inc.. (Related document(s) 124 ) (Toal, Daniel) (Filed on 1/24/2007) (Entered: 01/24/2007)
126 Minute Entry: Motion Hearing held on 2/7/2007 before Phyllis J. Hamilton (Date Filed: 2/7/2007) re 116 MOTION to Dismiss [PURSUANT TO FED. R. CIV. P. 12(b)(3) OR, IN THE ALTERNATIVE, TO TRANSFER VENUE PURSUANT TO 28 U.S.C. 1406] filed by Citigroup Global Markets Inc. (Court Reporter Leo Mankiewicz.) (nah, COURT STAFF) (Date Filed: 2/7/2007) (Entered: 02/07/2007)
127 ORDER by Judge Hamilton granting 116 Dismissal of Lisa Strange Weatherby as a Named Plaintiff (pjhlc2, COURT STAFF) (Filed on 2/12/2007) (Entered: 02/12/2007)
128 ANSWER to Amended Complaint 114 and AFFIRMATIVE DEFENSES byCitigroup Global Markets Inc.. (Cohen, Jay) (Filed on 2/16/2007) Modified on 2/21/2007 (far, COURT STAFF). (Entered: 02/16/2007)
129 STIPULATION Joint Stipulation and Proposed Order Modifying Class Certification Schedule by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Alexander, Elizabeth) (Filed on 2/20/2007) (Entered: 02/20/2007)
130 STIPULATION AND ORDER MODIFYING CLASS CERTIFICATION SCHEDULE re 129 Stipulation filed by Renee Fassbender Amochaev, Deborah Orlando, Kathryn N. Varner, Judy Weil, Ivy So. Class Certification Hearing set for 10/17/2007 09:00 AM. Signed by Judge Phyllis J. Hamilton on 2/22/07. (nah, COURT STAFF) (Filed on 2/22/2007) (Entered: 02/22/2007)
131 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So NOTICE OF WITHDRAWAL OF COUNSEL (Lee, Bill) (Filed on 2/27/2007) (Entered: 02/27/2007)
132 ORDER GRANTING WITHDRAWAL OF COUNSEL re 131 Notice (Other) filed by Renee Fassbender Amochaev, Deborah Orlando, Kathryn N. Varner, Judy Weil, Ivy So. Signed by Judge Phyllis J. Hamilton on 3/2/07. (nah, COURT STAFF) (Filed on 3/2/2007) (Entered: 03/02/2007)
133 TRANSCRIPT of Proceedings held on 1/12/07 before Judge Spero. Court Reporter: Debra L. Pas.. (far, COURT STAFF) (Filed on 3/13/2007) (Entered: 03/13/2007)
134 STIPULATION Joint Stipulation and [Proposed] Order Modifying Class Certification Schedule by Citigroup Global Markets Inc.. (Cohen, Jay) (Filed on 4/17/2007) (Entered: 04/17/2007)
135 STIPULATION AND ORDER MODIFYING CLASS CERTIFICATION SCHEDULE−NO FURTHER CONTINUANCES WILL BE PERMITTED re 134 Stipulation filed by Citigroup Global Markets Inc. Motion for Class Certification set for 12/19/2007 09:00 AM. Signed by Judge Phyllis J. Hamilton on 4/18/07. (nah, COURT STAFF) (Filed on 4/18/2007) (Entered: 04/18/2007)
136 STIPULATION AND [PROPOSED] ORDER MODIFYING CLASS CERTIFICATION SCHEDULE (JOINT) by Citigroup Global Markets Inc.. (Cohen, Jay) (Filed on 7/23/2007) (Entered: 07/23/2007)
137 STIPULATION AND ORDER MODIFYING CLASS CERTIFICATION SCHEDULE re 136 Stipulation filed by Citigroup Global Markets Inc. Signed by Judge Phyllis J. Hamilton on 7/24/07. (nah, COURT STAFF) (Filed on 7/24/2007) (Entered: 07/24/2007)
138 *** FILED IN ERROR. NO NEW DOCUMENT. *** STIPULATION Joint Stipulation And [Proposed] Order Permitting Plaintiffs To Exceed Page Limits For Plaintiffs Motion For Class Certification by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So, Citigroup Global Markets Inc.. (Dermody, Kelly) (Filed on 7/27/2007) Modified on 7/30/2007 (ewn, COURT STAFF). (Entered: 07/27/2007)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 18 of 24

07/30/2007 07/30/2007
09/12/2007 09/21/2007
10/26/2007 10/30/2007 11/01/2007 12/14/2007 12/17/2007
12/17/2007 01/17/2008 01/22/2008 01/22/2008 01/24/2008 03/17/2008

139 STIPULATION Stipulation and [Proposed] Order Modifying Class Certification Schedule by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So, Citigroup Global Markets Inc.. (Dermody, Kelly) (Filed on 7/30/2007) (Entered: 07/30/2007)
140 STIPULATION AND ORDER MODIFYING CLASS CERTIFICATION SCHEDULE re 139 Stipulation filed by Ivy So, Kathryn N. Varner, Deborah Orlando, Citigroup Global Markets Inc., Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 7/30/07. (nah, COURT STAFF) (Filed on 7/30/2007) (Entered: 07/30/2007)
141 STIPULATION and Proposed Order Adjourning Class Certification Schedule and Setting Deadline to File Preliminary Settlement Approval Papers by Renee Fassbender Amochaev. (Dermody, Kelly) (Filed on 9/12/2007) (Entered: 09/12/2007)
142 STIPULATION AND ORDER ADJOURNING CLASS CERTIFICATION SCHEDULE AND SETTING DEADLINE TO FILE PRELIMINARY SETTLEMENT APPROVAL PAPERS. PRELIMINARY SETTLEMENT APPROVAL PAPERS SHALL BE FILED BY 10/31/2007 re 141 Stipulation filed by Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 9/21/07. (nah, COURT STAFF) (Filed on 9/21/2007) (Entered: 09/21/2007)
143 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So of Withdrawal (Bornstein, Lisa) (Filed on 10/26/2007) (Entered: 10/26/2007)
144 STIPULATION and [PROPOSED] ORDER Extending Deadline To File Preliminary Settlement Approval Papers by Citigroup Global Markets Inc.. (Cohen, Jay) (Filed on 10/30/2007) (Entered: 10/30/2007)
145 STIPULATION AND ORDER EXTENDING DEADLINE TO FILE PRELIMINARY SETTLEMENT APPROVAL PAPERS re 144 Stipulation filed by Citigroup Global Markets Inc. Signed by Judge Phyllis J. Hamilton on 11/1/07. (nah, COURT STAFF) (Filed on 11/1/2007) (Entered: 11/01/2007)
146 STIPULATION And [Proposed] Order Extending Deadline to File Preliminary Settlement Approval Papers by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 12/14/2007) (Entered: 12/14/2007)
147 STIPULATION AND ORDER EXTENDING DEADLINE TO FILE PRELIMINARY SETTLEMENT APPROVAL PAPERS AND SETTING CASE MANAGEMENT CONFERENCE re 146 Stipulation filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 12/17/07. (nah, COURT STAFF) (Filed on 12/17/2007) (Entered: 12/17/2007)
Set Deadlines/Hearings: Case Management Conference set for 1/24/2008 02:30 PM. Case Management Statement due by 1/17/2008. (nah, COURT STAFF) (Filed on 12/17/2007) (Entered: 12/17/2007)
148 JOINT CASE MANAGEMENT STATEMENT filed by Renee Fassbender Amochaev. (Dermody, Kelly) (Filed on 1/17/2008) (Entered: 01/17/2008)
149 ORDER Vacating Case Management Conference and Setting Preliminary Approval Deadline. Signed by Judge Hamilton on 1/22/2008. (pjhlc2, COURT STAFF) (Filed on 1/22/2008) (Entered: 01/22/2008)
Set/Reset Hearings 149 : Motion Hearing for Preliminary Approval set for 4/2/2008 09:00 AM. Case Management Conference set for 4/2/2008 09:00 AM. (sv, COURT STAFF) (Filed on 1/22/2008) (Entered: 01/23/2008)
Set/Reset Deadlines: Motions for Preliminary Approval of Settlement due by 3/12/2008. (fj, COURT STAFF) (Filed on 1/24/2008) (Entered: 01/24/2008)
150 CLERK'S NOTICE. Case Management Conference set for 4/3/2008 02:30 PM. Case Management Statement due by 3/27/2008. (nah, COURT STAFF) (Filed on 3/17/2008) (Entered: 03/17/2008)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 19 of 24

03/27/2008 04/02/2008
04/02/2008 04/02/2008 04/02/2008 04/02/2008 04/02/2008 04/02/2008 04/02/2008 04/02/2008 04/02/2008 04/03/2008 04/03/2008

151 CASE MANAGEMENT STATEMENT filed by Citigroup Global Markets Inc.. (Cohen, Jay) (Filed on 3/27/2008) (Entered: 03/27/2008)
152 NOTICE OF MOTION AND MOTION for Order Granting Preliminary Approval of Class Action Settlement filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. Motion Hearing set for 4/30/2008 09:00 AM in Courtroom 3, 17th Floor, San Francisco. (Attachments: # 1 Brief in Support of Motion)(Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
153 Proposed Order re 152 MOTION for Settlement Administrative Order No. 1 by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) (Entered: 04/02/2008)
154 Proposed Order re 152 MOTION for Settlement Granting Preliminary Approval by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) (Entered: 04/02/2008)
155 DECLARATION of Kelly M. Dermody in Support of 152 NOTICE OF MOTION AND MOTION for Order Granting Preliminary Approval of Class Action Settlement filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
156 DECLARATION of James M. Finberg in Support of 152 NOTICE OF MOTION AND MOTION for Order Granting Preliminary Approval of Class Action Settlement filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
157 DECLARATION of Adam Klein in Support of 152 NOTICE OF MOTION AND MOTION for Order Granting Preliminary Approval of Class Action Settlement filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
158 DECLARATION of Cyrus Mehri in Support of 152 NOTICE OF MOTION AND MOTION for Order Granting Preliminary Approval of Class Action Settlement filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
160 APPENDIX 2 to Settlement Agreement re 152 Motion for Settlement (REDACTED) filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Related document(s) 152 ) (Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
161 MOTION to Seal 159 Appendix 1 and 160 Appendix 2 to Settlement Agreement filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. Motion Hearing set for 4/30/2008 09:00 AM in Courtroom 3, 17th Floor, San Francisco. (Dermody, Kelly) (Filed on 4/2/2008) Modified on 4/3/2008 (far, COURT STAFF). (Entered: 04/02/2008)
162 Proposed Order re 161 MOTION to Seal Document Appendix 1 to Settlement Agreement and Appendix 2 to Settlement Agreement by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/2/2008) (Entered: 04/02/2008)
163 CLERK'S NOTICE VACATING CASE MANAGEMENT CONFERENCE. (nah, COURT STAFF) (Filed on 4/3/2008) (Entered: 04/03/2008)
Received Document APPENDICES 1 & 2 to SETTLEMENT AGREEMENT re 161 MOTION to Seal Document Appendix 1 to Settlement Agreement by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (REQUESTED TO BE FILED UNDER SEAL) (far, COURT STAFF) (Filed on 4/3/2008) (Entered: 04/04/2008)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 20 of 24

04/03/2008 04/09/2008 04/28/2008 04/30/2008
04/30/2008 04/30/2008 04/30/2008 04/30/2008 05/01/2008
05/01/2008 05/02/2008 05/02/2008 05/23/2008

171 APPENDIX 2 to the Settlement Agreement by Renee Fassbender Amochaev; FILED UNDER SEAL. (far, COURT STAFF) (Filed on 4/3/2008) (far, COURT STAFF). (Entered: 04/30/2008)
164 NOTICE OF WITHDRAWAL OF COUNSEL by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So (Bornstein, Lisa) (Filed on 4/9/2008) Modified on 4/9/2008 (far, COURT STAFF). (Entered: 04/09/2008)
165 NOTICE of Filing Revised Settlement Agreement and Exhibits by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So (Attachments: # 1 Proposed Order Revised [Proposed] Order, # 2 Supplement Revised Settlement Agreement)(Alexander, Elizabeth) (Filed on 4/28/2008) Modified on 4/28/2008 (far, COURT STAFF). (Entered: 04/28/2008)
166 Minute Entry: Motion Hearing held on 4/30/2008 before Phyllis J. Hamilton re 161 MOTION to Seal Document Appendix 1 to Settlement Agreement filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev, 152 NOTICE OF MOTION AND MOTION for Order Granting Preliminary Approval of Class Action Settlement filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. (Court Reporter Sahar McVickar (415) 626−6060) (nah, COURT STAFF) (Date Filed: 4/30/2008) Modified on 4/30/2008 (far, COURT STAFF). (Entered: 04/30/2008)
167 NOTICE OF FILING REVISED NOTICE AND CLAIM FORM by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So (Dermody, Kelly) (Filed on 4/30/2008) Modified on 4/30/2008 (far, COURT STAFF). (Entered: 04/30/2008)
168 Proposed Order [Revised] (1) Preliminarily Approving Class Action Settlement, (2) Provisionally Certifying Settlement Class, (3) Directing Distribution Of Notice Of The Settlement, and (4) Setting A Schedule For The Final Settlement Approval Process by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 4/30/2008) (Entered: 04/30/2008)
169 ADMINISTRATIVE ORDER NO. 1 re 153 Proposed Order filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 4/30/08. (nah, COURT STAFF) (Filed on 4/30/2008) (Entered: 04/30/2008)
170 ORDER GRANTING MOTION TO SEAL APPENDIX 2 re 161 MOTION to Seal Document Appendix 1 to Settlement Agreement filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 4/30/08. (nah, COURT STAFF) (Filed on 4/30/2008) (Entered: 04/30/2008)
172 ORDER (1) PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT (2) PROVISIONALLY CERTIFYING SETTLEMENT CLASS (3) DIRECTING DISTRIBUTION OF NOTICE OF THE SETTLEMENT AND (4) SETTING A SCHEDULE FOR THE FINAL SETTLEMENT APPROVAL PROCESS by Judge Phyllis J. Hamilton granting 152 Motion for Settlement (nah, COURT STAFF) (Filed on 5/1/2008) (Entered: 05/01/2008)
Set/Reset Hearings: Fairness Hearing set for 8/13/2008 09:00 AM. (nah, COURT STAFF) (Filed on 5/1/2008) (Entered: 05/01/2008)
173 ADMINISTRATIVE MOTION to Withdraw Appendix 1 to Settlement Agreement filed by Citigroup Global Markets Inc. (Cohen, Jay) (Filed on 5/2/2008) Modified on 5/5/2008 (far, COURT STAFF). (Entered: 05/02/2008)
174 Proposed Order Granting 173 Administrative Motion to Withdraw Appendix 1 to Settlement Agreement by Citigroup Global Markets Inc.(Cohen, Jay) (Filed on 5/2/2008) Modified on 5/5/2008 (far, COURT STAFF). (Entered: 05/02/2008)
175 ORDER GRANTING ADMINISTRATIVE MOTION TO WITHDRAW 159 APPENDIX 1 TO SETTLEMENT AGREEMENT by Judge Phyllis J. Hamilton granting 173 Motion (nah, COURT STAFF) (Filed on 5/23/2008) Modified on 5/27/2008 (far, COURT STAFF). (Entered: 05/23/2008)

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 21 of 24

06/26/2008 06/30/2008 07/07/2008 07/15/2008 07/16/2008
07/16/2008 07/18/2008 07/22/2008
07/22/2008 07/24/2008

176 STIPULATION AND [PROPOSED] ORDER RE CLASS MEMBERS INADVERTENTLY LEFT OFF CLASS LIST by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Dermody, Kelly) (Filed on 6/26/2008) (Entered: 06/26/2008)
177 STIPULATION AND ORDER REGARDING CLASS MEMBERS INADVERTENTLY LEFT OFF CLASS LIST re 176 Stipulation filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 6/30/08. (nah, COURT STAFF) (Filed on 6/30/2008) (Entered: 06/30/2008)
178 STIPULATION and [Proposed] Order Extending Time for Class Members to Opt Out or Object to Proposed Settlement by Citigroup Global Markets Inc.. (Cohen, Jay) (Filed on 7/7/2008) (Entered: 07/07/2008)
179 STIPULATION AND ORDER EXTENDING TIME FOR CLASS MEMBERS TO OPT OUT OR OBJECT TO PROPOSED SETTLEMENT re 178 Stipulation filed by Citigroup Global Markets Inc. Signed by Judge Phyllis J. Hamilton on 7/15/08. (nah, COURT STAFF) (Filed on 7/15/2008) (Entered: 07/15/2008)
180 MEMORANDUM OF POINTS AND AUTHORITIES in Support of 181 MOTION for Final Order Granting Plaintiffs' Application for Attorneys' Fees and for Reimbursement of Costs and Expenses filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Attachments: # 1 Affidavit Declaration of Kelly M. Dermody, # 2 Affidavit Declaration of James M. Finberg, # 3 Affidavit Declaration of Adam T. Klein, # 4 Affidavit Declaration of Cyrus Mehri, # 5 Affidavit Declaration of Trae Smith, # 6 Proposed Order [Proposed] Order Granting Plaintiffs' Application for Attorneys' Fees and for Reimbursement of Costs and Expenses)(Dermody, Kelly) (Filed on 7/16/2008) Modified on 7/17/2008 (far, COURT STAFF). (Entered: 07/16/2008)
181 NOTICE of MOTION and MOTION for Final Order Granting Plaintiffs' Application for Attorneys' Fees and for Reimbursement of Costs and Expenses filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil. (Dermody, Kelly) (Filed on 7/16/2008) Modified on 7/17/2008 (far, COURT STAFF). Modified on 7/21/2008 (far, COURT STAFF). (Entered: 07/16/2008)
182 Proposed Order and Stipulation Regarding Expansion of Page Limits for Final Settlement Approval Pleadings by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So. (Alexander, Elizabeth) (Filed on 7/18/2008) (Entered: 07/18/2008)
183 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So OF FILING AMENDED DECLARATION OF KELLY M. DERMODY IN SUPPORT OF FINAL APPROVAL OF PLAINTIFFS APPLICATIONS FOR ATTORNEYS FEES AND REIMBURSEMENT OF COSTS AND EXPENSES (Attachments: # 1 AMENDED DECLARATION OF KELLY M. DERMODY IN SUPPORT OF FINAL APPROVAL OF PLAINTIFFS APPLICATION FOR ATTORNEYS FEES AND REIMBURSEMENT OF COSTS AND EXPENSES)(Dermody, Kelly) (Filed on 7/22/2008) (Entered: 07/22/2008)
184 STIPULATION AND ORDER REGARDING EXPANSION OF PAGE LIMITATIONS FOR FINAL SETTLEMENT APPROVAL PLEADINGS AS MODIFIED re 182 Proposed Order filed by Ivy So, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 7/22/08. (nah, COURT STAFF) (Filed on 7/22/2008) (Entered: 07/22/2008)
185 MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] filed by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. Motion Hearing set for 8/13/2008 09:00 AM in Courtroom 3, 17th Floor, San Francisco. (Attachments: # 1 DECLARATION OF KELLY M. DERMODY IN SUPPORT OF FINAL SETTLEMENT APPROVAL AND APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS, # 2 DECLARATION OF TRAE SMITH IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 22 of 24

07/24/2008
07/24/2008 07/24/2008

SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, AND APPROVAL OF DISTRIBUTION OF SETTLEMENT FUNDS, # 3 Proposed Order (1) CONFIRMING FINAL APPROVAL OF CLASS ACTION SETTLEMENT, (2) CERTIFYING SETTLEMENT CLASS, AND (3) APPROVING DISTRIBUTION OF SETTLEMENT FUND, # 4 Proposed Order FINAL JUDGMENT)(Dermody, Kelly) (Filed on 7/24/2008) (Entered: 07/24/2008)
186 Brief re 185 MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] [PLAINTIFFS MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR: (1) FINAL APPROVAL OF CLASS ACTION SETTLEMENT; (2) CERTIFICATION OF SETTLEMENT CLASS; (3) APPROVAL OF DISTRIBUTION OF SETTLEMENT FUNDS] filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Related document(s) 185 ) (Dermody, Kelly) (Filed on 7/24/2008) (Entered: 07/24/2008)
187 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So OF APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS (Attachments: # 1 APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS, # 2 DECLARATION OF RENEE AMOCHAEV IN SUPPORT OF APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS, # 3 DECLARATION OF DEBORAH ORLANDO IN SUPPORT OF APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS, # 4 DECLARATION OF IVY SO IN SUPPORT OF APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS, # 5 DECLARATION OF KATHRYN VARNER IN SUPPORT OF APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS, # 6 Proposed Order GRANTING APPLICATION OF PLAINTIFFS FOR APPROVAL OF SERVICE AWARDS)(Dermody, Kelly) (Filed on 7/24/2008) (Entered: 07/24/2008)
188 Declaration of Jay Cohen in Support of 185 MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 23 of 24

07/30/2008 08/12/2008 08/12/2008
08/13/2008 08/13/2008 08/13/2008

FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] filed byCitigroup Global Markets Inc.. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F1, # 7 Exhibit F2, # 8 Exhibit F3, # 9 Exhibit F4, # 10 Exhibit F5)(Related document(s) 185 ) (Cohen, Jay) (Filed on 7/24/2008) (Entered: 07/24/2008)
189 RESPONSE in Support re 181 NOTICE of MOTION and MOTION for Final Order Granting Plaintiffs' Application for Attorneys' Fees and for Reimbursement of Costs and Expenses [PLAINTIFFS' REPLY BRIEF IN SUPPORT OF PLAINTIFFS' APPLICATION FOR ATTORNEYS FEES AND REIMBURSEMENT OF COSTS AND EXPENSES] filed byDeborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Judy Weil, Ivy So. (Attachments: # 1 DERMODY DECLARATION IN SUPPORT OF REPLY BRIEF, # 2 KLEIN DECLARATION IN SUPPORT OF REPLY BRIEF, # 3 PATTON DECLARATION IN SUPPORT OF REPLY BRIEF, # 4 SKALET DECLARATION IN SUPPORT OF REPLY BRIEF)(Dermody, Kelly) (Filed on 7/30/2008) (Entered: 07/30/2008)
190 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So of Claims Administrator's Filing of Rescission of Opt−Out (Wong, Heather) (Filed on 8/12/2008) (Entered: 08/12/2008)
191 NOTICE by Deborah Orlando, Kathryn N. Varner, Renee Fassbender Amochaev, Ivy So re 185 MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] of Filing Amended Final Orders (Attachments: # 1 Proposed Order Amended [Proposed] Final Approval Order, # 2 Proposed Order Amended [Proposed] Final Judgment)(Dermody, Kelly) (Filed on 8/12/2008) (Entered: 08/12/2008)
192 Minute Entry: Motion Hearing held on 8/13/2008 before Phyllis J. Hamilton re 185 MOTION for Settlement [NOTICE OF MOTION; MOTION FOR ORDER: (1) GRANTING FINAL APPROVAL TO THE PARTIES CLASS ACTION SETTLEMENT; (2) FINALLY CERTIFYING THE PROPOSED SETTLEMENT CLASSES; AND (3) APPROVING THE DISTRIBUTION OF SETTLEMENT FUNDS] filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. (Court Reporter Debra Pas (415) 431−1477) (nah, COURT STAFF) (Date Filed: 8/13/2008) Modified on 8/13/2008 (far, COURT STAFF). (Entered: 08/13/2008)
193 ORDER GRANTING PLAINTIFFS' APPLICATION FOR ATTORNEYS' FEES AND FOR REIMBURSEMENT OF COSTS AND EXPENSES by Judge Phyllis J. Hamilton granting 181 Motion. (nah, COURT STAFF) (Filed on 8/13/2008) (Entered: 08/13/2008)
194 ORDER 1)CONFIRMING FINAL APPROVAL OF CLASS ACTION SETTLEMENT 2) CERTIFYING SETTLEMENT CLASS AND 3) APPROVING DISTRIBUTION OF SETTLEMENT FUND by Judge Phyllis J. Hamilton granting 185 Motion for Settlement. (nah, COURT STAFF) (Filed on 8/13/2008) (Entered:

Case: 4:05-cv-1298 As of: 12/03/2018 10:17 AM PST 24 of 24

08/13/2008
08/13/2008 09/22/2009 11/23/2009 11/30/2009 11/30/2009 12/07/2009 06/06/2011 06/10/2011 09/30/2011
10/03/2011
10/04/2011

08/13/2008)
195 ORDER GRANTING APPLICATION OF PLAINTIFFS' FOR APPROVAL OF SERVICE AWARDS re 187 Notice (Other), Notice (Other), Notice (Other), Notice (Other) filed by Ivy So, Judy Weil, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 8/13/08. (nah, COURT STAFF) (Filed on 8/13/2008) (Entered: 08/13/2008)
196 FINAL JUDGMENT, ***Civil Case Terminated. Signed by Judge Phyllis J. Hamilton on 8/13/08. (nah, COURT STAFF) (Filed on 8/13/2008) (Entered: 08/13/2008)
197 ORDER NOT RELATING CASES. The court has reviewed the request and determined that C 05−1298 PJH and C 09−4117 SBA are not related and no reassignment shall occur. Signed by Judge Phyllis J. Hamilton on 9/22/09. (nah, COURT STAFF) (Filed on 9/22/2009) (Entered: 09/22/2009)
198 Letter from Elise Shartsis. (nah, COURT STAFF) (Filed on 11/23/2009) (Entered: 11/23/2009)
199 Letter from Daniel J. Toal in response to a letter from Elise Shartsis, filed November 23, 2009. (Toal, Daniel) (Filed on 11/30/2009) (Entered: 11/30/2009)
200 AFFIDAVIT of Service for Letter from Daniel J. Toal to the Honorable Phyllis J. Hamilton Dated November 30, 2009 (Document #199) served on Elise Shartsis on November 30, 2009, filed by Citigroup Global Markets Inc.. (Toal, Daniel) (Filed on 11/30/2009) (Entered: 11/30/2009)
201 ORDER Denying Late−Filed Request to Participate in Settlement. Signed by Judge Hamilton on 12/7/2009. (pjhlc2, COURT STAFF) (Filed on 12/7/2009) (Additional attachment(s) added on 12/8/2009: # 1 Certificate of Service) (nah, COURT STAFF). (Entered: 12/07/2009)
202 Letter from Counsel (Joint) Requesting Telephonic Status Conference. (Attachments: # 1 Exhibit A, # 2 Exhibit B)(Dermody, Kelly) (Filed on 6/6/2011) (Entered: 06/06/2011)
203 Minute Entry: Telephonic Status Conference held before the Honorable Phyllis J. Hamilton (Date Filed: 6/10/2011). (Court Reporter Not Reported−Telephonic.) (nah, COURT STAFF) (Date Filed: 6/10/2011) (Entered: 06/13/2011)
204 STIPULATION AND PROPOSED ORDER TRANSFERRING CASE TO THE DISTRICT OF THE DISTRICT OF COLUMBIA by Renee Fassbender Amochaev, Deborah Orlando, Ivy So, Kathryn N. Varner, Lisa Weatherby, Judy Weil. (Dermody, Kelly) (Filed on 9/30/2011) Modified on 10/3/2011 (vlk, COURT STAFF). (Entered: 09/30/2011)
205 STIPULATION AND ORDER TRANSFERRING CASE TO THE DISTRICT OF COLUMBIA re 204 Stipulation, filed by Ivy So, Judy Weil, Lisa Weatherby, Kathryn N. Varner, Deborah Orlando, Renee Fassbender Amochaev. Signed by Judge Phyllis J. Hamilton on 10/3/11. (nah, COURT STAFF) (Filed on 10/3/2011) (Entered: 10/03/2011)
Case electronically transferred to the USDC District of Columbia, opened as case no. 1:11−cv−01785. (vlk, COURT STAFF) (Filed on 10/4/2011) Modified on 10/11/2011 (vlk, COURT STAFF). (Entered: 10/06/2011)