j!

L. Herbst (RH8851) Freedman (SF1420)
LEVINE & HOFFMAN LLP

ew York, New York 10016 1 490-0400

Rosalind Fink (RF2492) BRILL & MEISEL 845 Third Avenue, 16th Floor New York, NY 10022 (2 12) 753-5599

Attorneys for Plaintiff

UNITED ST

DISTRICT COURT

SOlJTHERN D:S'rRICT OF NEW YORK

------------------------------------------------------------- ------X
on behalf of herself and

Plaintifl~
VS.
GROUP HOLDINGS, LTD., WILLIS OF NORTH AMERICA INC., ·wiLLIS OF NEW YORK,
OF NFvV JERSEY, WILLIS OF L

~~~7t~~TI~
~llJ) U.S.D.C. S.I). N.Y. CASHIERS
cv 1 9
(UA)

--------------------·----------------------------------------·--------X

L

1. Plaintiff, by her attorneys Bcldock Locvine &~Hoffman LLP and Brill & Meisel,

brings this actiou on information and belief', challenging a pattern and practice of sex

discrimination ami retaliation comn1ittccl by Wilb: ()roup Boldings Ltd., its subsicl1 Willis

North America, rnc. ("WNA") and WNA's subsidiaries and affllia1es including hut not limilccl to

Willis ofNcw York, lnc. and Willis ofNew .l

Inc. and Willis of

Inc.

(hereinafter referred to collectively as "Willis"), uhcuu0 current and former female employees of WNA and its subsidiaries at the level of Assistant Vice President, Vice President, Senior Vice President, Executive Vice President, Regional Vice President, Director, Chief Operating Officer, and ChiefExecutive Officer (hereinafter referred to collectively as "officers") and other current and former employees ofWNA and its subsidiaries eligible for such officer titles (hereinafter referred to as "officer-equivalents"). The violations arc systemic in nature, and constitute a pattern and practice of conduct which for many years has pcnncatccl, and upon infcmm1tion and belief continues to permeate, Willis's operations. The employment policies and practices of Willis have the effect and have been undertaken with the purpose of denying prornotional opportunities and equal compensation to qualified female employees in violation of''f'illc VII of'
or the Civil Righls Act of 1%4, as amended, 42 U..C. ~ 2000c and the · l Rights Act 1991,
S.C. § J9~: 1a, and the Human .Rights Laws of' ihc State and City of' New York, N.Y. Lavv §§ 290 et seq. and New York City Admin. Code§ 107 ct seq.

2.

Plaintiff's class-wide and indiviclllal claims arise under 'Title VII of the Civil

Rights Act of 1964, 42 U.S.C. §§ 2000e et _s;_s;_ct and under the Human Rights

d' the State

and City of New York, N.Y. Exec. Law §§ 290 c1 seq. and New York City Admin.

~ 8-l 07

et seq. This Court has jurisdiction over plaintifrs federal claims pursuant to U.S.C.

§2000e5(f), 28 U.S.C. §§ 1331 and 1343(a)(4), and has supplcrncntaijurisdiction over the state

law claims pursuant to 28 U.S.C. § 1367.

3.

Venue is proper in this district pursuant to 28 U.S.C § 1391 (b) 8c ( Willis of

New York Inc.'s principal place ofbusiness is located in the Southern District of New York and

2

a substantia1part of the unlawful acts set forth

occurred in this district.

4. Plaintiff may be deemed to have exhausted administrative remedies pursuant to 42

U.S.C. § 2000e5(f)(3). There currently is a class action case pending in this Court entitled llll9J

Hnot and Heidi Scheller brought virtually identical claims as set forth in this action, on behalf of

themselves and a class of Willis officers and officer-equivalents. Prior to filing that action, Hnol

Sheller received a Letter of Determination from the EEOC finding tlwt Willis subjc;ctecl them

and similarly situated female employees to a pattern and practice of discrimination because ol

their sex; and they received a notice ofthcir right to sue on beha!Cof'lhose similarly situated

female employees dated July 12, 2001, and timely filed this action. Plain tifT is one of those

sirnilarly situZ!tcd female employees and a rncmhcr ofll1c Rule n(h)(2) class ccrtiflcd (a11d a

member ofthe putative Rule 23(b)(3) class soug\Jt) in thai case. The ·fie

'ons ofTinot

and Scheller's

charge, including allegations ofthe ongoing nature of clef'cndants' unlawful

acts, and the scope of the EEOC investigation, put defendants on notice of the issues

m

this complaint and gave defendants an opportunity to investigate and address those issues. As

such, plaintifTmay be dccmccl as a matter of' law c)fhaving met her administrative exhaustion

requirements pursuant to 42 U.S.C. ~ 2000e5(f)(J).

UL

5.

Plaintiff Aclriannc Cronas is a female resident olthc State o!Nc\.v J

and was

employed by Willis as a Vice President,

Vice President and Executive Vice President

f]·om September 1996 until June 2004.

'l
J

6.

Defendant WNA is an insurance brokerage firm which employs approximately

5,500 persons in the United States either directly or through subsidiaries. The defendant also

does business under the shorter name "Willis."

7.

WNA is a wholly-owned subsidiary of Defendant Willis Group Holdings Ltd.,

headquartered in London, England. In the fall of 1998, Willis Corroon PLC, the predecessor to

Willis Group Holdings Ltd., was purchased by Trinity Holdings, a corporation which KKR ·

formed and in which KKR was the majority shareholder. WNA was previously known as Willis

Corroon of America.

8.

Defendant Willis

York is a wholly-owned subsidiary of Defendant Willis

Group !Joldings Ltd. 1t is one entity through which WNA operates in the sLate of New York.

9.

Defendant Willis New Jersey is a wholly-owned subsidi;1ry of Defendant illis

1p IIoldingE Ltd. His une entity through which WNA operates in the state of )-.,Jew J

I 0. Defendant Willis Massachusetts is a wholly-owned subsidiary of' Defendant Willis

Group HoldingE Ltd. It is one entity through which WNA operates in the slate of assachusctts.

11. In the United States, Willis operaics through various subsidiaries, sud1 as

Defendant "Willis ofNew York, 1nc." in order to comply with state insurance regulations.

12. Willis controls the actions ofits subsidiaries through Regiomli Vice

I:Zegional ~

Executive

Officers

or

RePional 0

Directors

SU]Jervising ~

several

separate

ofTices

and

reporting to Willis' United States headquarters.

13. The officers of individual subsidimics such as Willis of New York, Inc. also hold

positions in the regional organization of WNA.

example, during much of the time relevant to

this complaint, the Regional Director (later called Regional Executive Offrcer) of Willis's

Northeast Region was John Kelly, who was simultaneously the National Risk Management Solutions ("RMS") Director. Kelly also served as CEO of Willis Corroon New York (now known as Willis ofNew York, Inc.) until April 999.
14. 'fhe various subsidiaries and offices of Willis arc centrally controlled by Willis and operate as a single, integrated enterprise. The collective unit is referred to herein as Willis or WNA. WNA is similarly controlled by Willis Group Holdings Ltd.
15. At all times material herein, female officers and officer-equivalents were routinely subjected to a pattern and practice or sex discrimination afTecting the terms and conditions of their employment at Willis. These practices reflect that discrimination was the standard operating proct_~iurc- the regular, rather than the unusual practice at Willis. The practices served to create a glass ceiling adversely af!ecting female employees al Willis.
16. Upon information and belief, in or about September, J997, Willis formed a Diversity Committee to which Joseph McSweeuy ("McSwceny"), then Chief Operating OfTJcer ofthe Tri-State Fegion (comprised of New York, Ncv,; Jersey, and Connecticut) was appointed.
McSweeny formed a subcommittee to which be appointed, inJIT ~llia, Henry "flank"' Ehrlich. The
Diversity Comrnittee was limited to investigating diversity issues regarding race and gender, because, although discrimination based upon disability, religion, national origin, and marital status were also "issues," they were not as "high profile," and would not be investi~:;atcd or explored.
17. Upon information and belief', the Diversity Committee !ouncl that "diversity" is close to non-exis.tent at Willis and that there were only a handJul of ofTicers who arc other than

Caucasian males. However, the Committee reported its findings, but offered no solutions.

McSweeny ignored a recommendation that Willi:; retain a professional consultant, Armstrong, who was experienced in diversity and employment practices.

18. Upon information and belief, during a Committee luncheon held to consider the
patent disparity in the workplace, Ehrlich staled that "the reason women can't ahead in business is because they can't go out to dinner at night." Even though the existence of a glass ceiling had bcc'l confirmed, the Committee was disbanded. No actions were adopted or undertaken to remedy the situation.

19. Willis supervisors above the level ofAssistant through Executive Vice President, who were exclusively men, were entrusted with discretion in the discharge of tl1eir duties, which wa.s unfcHcrccl, and has afforded thcn1 the opportunity to apply their own personal

and biases in making employment decisions. Collectively these decisions have COl!ipriscd a

practice which i.s exccssivc:ly subjective and has no lcgitirnatc business justiflcation. As a result,

quali fled female employees have been intentionally denied employment opportunities and benefits that were available to similarly situated male employees. Moreover, female ernployccs

have been adversely affected by these excessively subjective practices. Accordin the

practices identified above arc being challenged under systemic disparate treatment and disparate

irnpact theories of discrimination.

l.

Discrimination Compensation: At all times material herein, Willis hacl a

pattern of paying female officers and offieer-equivalents salaries which were substantially lmvcr than the ·cs paid to males performing simi work, \Vith similar or lesser skills, and with

similar or lesser experience. Moreover, \Ali !lis also had a pattern of' manipulating bonus and

6

commission payments and the grant of stock options to give preferential treatment to males and to discriminate against females. The combined result was a signiflcant disparity in the total compensation paid to females as compared to similarly situated males.

11.

and

: At all times material herein,

Willis discriminated against female officers and officer-equivalents with respect to

assignments and promotions in two ways:

a.

Willis has discriminated against female officers and off!ccr-equiv:tlenls

seeking positions involving either lateral moves or promotions by ref'usi

to consider female candidates, by hiring males outside Willis rather than

promoting qualified females f'rom within, by employing

y

subjective decision-making critcna, and generally by aw:.m!ing such

positions to males with lesser qualifications than similarly situated

women.

b.

Willis bas discriminated against f'crnalc ofTiccrs ancl offlcer-cquivalents by

steering more business and assigning rnorc prolltablc account::: to rmdcs

and away from females. Thus, Willis has created an obstacle to females

gaining the experience and prominence associated with these assignments

which in turn has an adverse affect on both their f\Jturc career paths and on

their current income.

J11. Diserimination in

terms ami eonditions of

At alltimcs

material herein, Willis has discriminated against f(~male officers and officer-equivalents with

respect to their overall terms and conditions of employment.

7

a.

Willis has scrutinized the expenses incurred by females far rnore strictly

than for males.

b.

Willis requires women to complete a

volume ofwork and to work

a greater number of hours than similarly situated males.

c.

Willis supervisors have subjected (cmalcs to far greater scrutiny and

harsher criticism than they have to similarly situated males.

JV.

: Willis has rctalialccl nst woman who complained either internally

or externally about Wiliis's treatment of women employees by, juter ;tj_i_<:l, blocking their

advancement and by terminating their employment, either explicitly or constructively.

or 20. Plaintiff requests that the Court certify a a l~ulc 23(h)(3) class consisting all

cutTcnt and

f(;malc officers or orficcr equivalents employed by dcl'enclanls a( any time

from 1998 to !he time oftrial and a rule (23)(b)(2) class consisting olall current and former female off'iccrs or officer-equivalents employed hy defendants at any time fJ-cHn 200 J io the tirnc of trial. 1

21. 'The action is properly rnaintainabk as a class action under Rule 23(<:\ because the

requirements of this Rule are met.

10n March 21,2005, the Court in the H!l<!LYc_WjJJi~,_etc.t.L granted class certification only pursuant to Rule 23(b)(2) to a class offemalc of:flcers and officer-equivalents. from 19()8 to 2001, deferring certification under Rule 23(h)(3). Plaintiff is a member of the certif]ecl (b)(2) class which extends to 2001, but continued to be subjected to the challenged discriminatory
practices after 2001. Plaintiff therefore alleges class elai rns on behal r of all female officers and
officer-equivalents of defendants who were subjected to defendants' discriminatory practices up to the present time, seeking (b)(2) certification for such a class from 20()1 to the time oftrial and a (h)(3) certification from 1998 to the time of trial.
8

22. The class members are sufficiently numerous as to make joinder of all members impracticable. Upon information and beliei~ Willis employs, and employed during pertinent period, hundreds of female officers and officer--equivalents throughout the country.
23. The claims alleged by plaintiff raise questions of law or fact common to the class. These common questions include:

a.

whether Willis permitted and still permits managers excessive subjectivity

in making promotion decisions;

b.

whether Willis permitted and still permits managers excessive subjectivity

in making compensation decisions;

c.

whether this excessive subjectivity had and continues to have a disparate

impact on female officers and officer-equivalents;

d.

wl1clher this excessive subjectivity represented and continue.. to represent

a deliberate action by Willis to block promotion of female o

and

officer-equivalents and compensate female officers and officcr-cquivalcnU>

less than similarly situated males;

c.

whether Willis has discri.minatcd and continues to

nsi

or females in compensation, promotion, and other terms and conditions

employment in violation of Title VJI and sirnilar applicable slate and city

laws;

C.

whether Willis has fi1iled to take reasonable steps to prevent and correct

discrimination against

offlcers and officer-equivalents on the basis

of their sex; and

9

g.

whether Willis has retaliated against female officers and officer-

equiva.lents who have protested, disclosed, talked about or otherwise

opposed discrimination.

24. The claims alleged on behalf of the plaintiff are typical ofthose of the class. All

oftbe claims arise from Willis's policies and practices permitting excessively subjective

decision-making with respect to promotion opportunities and compensation, and permitting

senior management to subject female officers and ofJlccr-cquivalents to a hostile work

environment.

25. The class representative and counsel will adequately and fairly protect the

interests of the c!ass.

26. 'I'his action is properly maintained as a class action under Federal Rule of Civil

Procedure 2J(b)(2) because the party opposing the class has acted o refused lo act on grounds

generally applicable to the class, thereby making appropriate final injunctive relief and

corresponding declaratory relief with respect to the class as a who Jc.

The class action is properly rnainJclinablc as a class action pursuant lo Rule

23(b)(J) hecm.1sc:~ the questions of law ancl fact cornmon to mernhcrs of the class prcdorninatc

over questions affecting only individual members and a class action is superior to

available

methods for the fair and efficient resolution of this controversy.

VI.

28. Cronas was hired in September J 996 as a Vice President to work in the New York

office to start au environmental insurance specialty practice at the Willis tri

She

was h;recl at a salary of $65,000. She was to bring in new business and cross sell the existing

10

book of business. 29. In or about 1997, with cnviromncntal business exceeding expectations, Willis
made the environmental practice a stand-alone department, with Cronas as its head. She continued to sell and grow the environmental practice.
30. By 1998, the tri-state environmental practice, housed in the New York office, was a thriving practice. The New York CEO, John [(elley, took Cronas to a meeting of company CEOs in Boston to explain how she and her clcpartrnenl were so succcssfltl, ancl also appointed Cronas to the management committee of the New York office. Cronas was the only lcam leader on the management committee who was fernale.
31. Nevertheless, in 1998, Jeffl-ey Gardner was hired as a Senior Vice President and Regional · omncntal Practice Leader in New York over Cronas and replaced on the management cJmmittec. Upon infonnation and belie{ CJardncr had been an tmcknvritcr Cm a11 insurance company and had no insurance brokerage background or experience. Although (]ardner was now the leader of the Environmental Practice department, Cronas efTcetivcly continued to nm it and to produce approximately 80(% of its business. Cronas hac! not been offered either the positions of Senior Vice President or Regional Environmental P'-~tctice Leader, although she was more qualified Cor those positions than Gardner.
32. Gardner determined what out-of-town meetings Cronas could attend, and Cronas was frequently denied permission to attend such meetings, which among other things provided opportunities for business development, while upon inCormation and belief: many oCthc male offlcers and team leaders were often out of the office on 'clays during the spring and summer playing golfwith clients.
11

or about early 1999, when Cronas threatened to quit, defendants rnade Cronas a

President and the Manager ofthe

York Environrnental Department, charged

with developing business in the Tri-State area. She also continued to serve as a significant

source of support on environmental practice matters throughout the Northeast

34. As Senior Vice President and Manager of the New York Environmental

Department, Cronas developed and produced business in New York, New

Pennsylvania,

Hampshire.

worked directly \Vitb the local Willis brokers in

those offices to develop and produce environmental business, and she also hired or trained a

person in house in some of those offices to develop and produce environrnent<ll business.

35. ln or about late 1998 or early 1999, upon inCormation and belief~ Gardner

and one or more male officers, team leaders and/or signi f1canl business producc1·s received stock

or stock options. Cronas was not ofCerccl ;mel did not receive stock or stock optiom: mel vvas no1

aware that any lnd been offered.

36. In or about 1999, Gardner became head or defendants' National Environmental

Practice. Shortly thercaflcr, in or about 2000, Gardner resigned and was replaced Kenneth

Ayers, who took the position in or about November 2000. Upon inCormation and belief', Ayers

was offered and received stock or stock options as part of his compensation package.

37. In 1998, when Cronas was expanding the department, she posted the job or client

service manager in house (within Willis). A woman who had been with Willis more than l 0

years at that lime applied for the job. She informed Cronas that although she handled most ofthe

major accounts in her department, she had never received a promotion to

Prest dent.

also infcmned Cronas that hacl trained

men m

tnent who were

17.

fast--tracked right over her, and that they had been given privileges such as attending golf outings,

entertaining clients and going on renewal trips while she was doing the work on the accounts. Cronas hired and after less than a year promoted her to Vice President, despite resistance from Willis.

38. From 1999 to 2002, Cronas continued to grow the business of her department. In 2001, the department produced more than $2.5 million in new business revenue. Cronas was responsible for producing approximately 9()<% of that business. In 2002, her clC]Jartment

produced approximately $5.5 million in n€w business revenue. Cronas was appointed an

Executive Vice President in 2002. During this period of time, and during other periods of her

employment at Willis, Cronas was an exceptional producer of business.

39. Cronas almost always encountered resistance when attempting to raises f(n the

women in her department, resistance which was absent when it came to raises for the rncn.

Obtaining prornotlons for men was also easier than obtaining promotions for women.

40. In 2002, when Cronas prornotecl her administrative assistant, who was

dynamic and qualified, to the position of insurance technician, the

s assistant

to

Cronas that it was more than unusual for someone in the assistant's position to be promoted at all

at Willis.

41. It was an acceptable practice at Willis for some men to have personal assistants to

help them deal with email. Upon information and belief, none of the women orficers hacl a

personal assistant.

Upon information and belief:

the

time Cronas was employed by

'Willis, made less in compensation than cornparab]e

team

and

exceptional producers ofbusiness. Upon information and belief, Cronas was not offered stock and stock options that were offered to and received by comparable male officers, team leaders and exceptional producers ofbusiness and, when she was given stock or options, the amounts she received were, upon information and belief, lower than those given to comparable males. For example,, upon information and belief~ male exceptional producers who qualified fc)r the Exceptional Producers Council and who produced business in the previous fourth quarter were given 500 stock options every year from 2001 to 2003. Cronas produced such business and qualified as a n1cmbcr of that Council every year during those years but did not receive the 500 stock options.

43. In or about late 2002, Cronas requested a transfer to the Willis office in

Philadelphia for financial reasons, as her husband had been out of work for a long time.

Mathieson, who was now the New York CEO, tole! Cronas that he could not afTord to lose her in

York, and said be would get her a raise. Although Willis then had a l1iring freeze and was

not giving raises, Mathieson reported back to Cronas that he had secured for a

of

5,000 in her base salary. When Cronas asked him how he was able to rnanagc that, he replied

in substance that when they hacl evaluated what Cronas made and compared if to her

counterparts, there was room to her a raise.

In or about l:;ebruary 2004, Shelley Hnot was deposed in this case. llnoL teslifJecl that Cronas told her that she was unhappy about Gardner's being hired over her head ancl1hat she was not given lhe position and the commensurate salary, and that Cronas felt that was cloi the work and Gardner was getting the credit. Cronas was not avvare of Ilnot's deposition or the substance of he~- testimony althe lime.

14

45. Jn or about March 2004, Cronas was demoted and relieved cYfher management duties. She was removed as manager of the Environmental Practice department.
46. ln or about June 2004, Cronas was terminated. She was replaced by a man who had no environmental insurance or brokerage experience, at a salary of $250,000, far in excess of Cronas's salary of $185,000.
47. Upon information and belief, Cronas's demotion and termination were discriminatory and retaliatory.
I
48. Plaintiff repeats and reallcgcs the allegations contained in paragraphs l through
49. ~Willis has maintained a system fen making promotion and compensation decisions
that is excessively subjective and which has a disparate impact on female officers ofTicerequivalents.
50. The defendants' discriminatory practices described above have denied female officers and officer-equivalents promotional opportunities and cornpensation to which they are entitled, which has resulted in the loss of past and future wages and othcrjoh benefits for Plaintiff and members of the class.
51. These employment practices viola1cd ~ 703 of Title VII ofthe Civil Rights Act of 1964, as amended, 42 U.S.C. ~2000c-2.
15

52. Plaintiff repeats and rcallcges the allegations contained in paragraphs 1 through

51.

Willis has maintained a system for making promotion and compensation decisions

that is-excessively subjective and through which defendants discriminate against female officers

officcr--equ: valents by denying them the same opportuni tics for upward rnohi Iity and

compensation aff(mled to similarly situated

employees.

The defendants' discriminatory practices described above have denied female

officers and officer--equivalents promotional opportuni6cs and cornpetJsation to which they arc

entitled, which hns resulted in economic loss, emotional distress and other harm Cm which they

arc entitled to compensation.

55. Defendants have undertaken these discriminatory

\,Villf\dly or with

reckless disregard for employees' rights protected under Title VII.

56. These en1ployment practices violate~ 703 of' Title Vll ofthe Civil Ri AcL of

1964, as amended, 42 U.S.C. 92000c-2..

HI

57. Plaintiffrepeats and realleges the allegations contained in paragraphs 1 through
5().
58. Pcmale officers nnd officer-equivalents opposed unlawful employment by informing Willis employees and managers there were problems
16

employees, and by filing charges of discrimination with the EEOC. Such activities arc under§ 704(a) ofthe Civil Rights Act of 1964, U.S.C. § 2000e-3.
59. Following such actions, employees have been demoted and terminated by Willis. These actions constitute retaliation in violation of§ 704(a) of Title VH ofthe Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000c-3.
60. T'hc defendants' discriminatory practices described above have caused employees harm, including economic loss and emotional distress.
61. Dd'cnclanis have undertaken these discriminatory practices willfully or vvith reckless disregard for employees' rights protected under Title VII.
62. Accordingly, the defendants violated employees' ri ts protected by§ 704 ofTitlc of the Civil Rights Act of 1964, as amended.
63. Plaintiff repeats and rcallcges the allegations contained in paragr;1phs 1. through 62.
64. Willis has maintained a system Cor making promotion and compensation decisions that is excessively subjective and which has a disparate impact on female
65. The defendants' discriminatory practices described above have denied female officers and oH!cer-equiva!ents promotional opportunities and compensation to vvhich they arc entitled, which has resulted in the loss of past and future wages and other job benefits to members of the class.
17

66. Defendants have undertaken these discriminatory practices willfully or with

reckless disregard for employees' rights

under the

York State and City Human

Rights Laws.

67. These employment practices violate and N.Y. York City Admi.n. Code§ 8-l 07 et seq.

Law§§ 290 et seq. and New

v

68. P!aintiffrepeats and rcall 67.

the allegations contained in

I through

69. Willis has maintained a system for making promotion and

s1 o ns

is excessively subjective and through which defendants discriminate ·nst f'cm<ll c orf] cers

hy denying then1 the same opportunities for upward mobility ;mel compensation aflorcled to

similarly

male employees.

70. 'I'he defendants' discriminatory practices dcscribccl above have denied female officers and ofiiccr-equivalents promotional opportunities ancl compensation to which I arc entitled, vvhich has resulted in economic loss, emotional distress and other harm !'or which they arc entitled io compensation.

71. Defendants have undertaken these discriminatory practices willfully or with reckless disregard for employees' rights under the New York Stale :md f\lcw York City Human Rights laws.

!8

These employment practices violate and N.Y. York City Admin. Code§ 8-107 et seq.
c

Law§§ 290 et seq. and New

Plaintiff repeats and rcalleges the allegations contained in paragraphs I

through

Female officers and officer-equivalents opposed unlawful employn1cnt practices

by informing Willis employees and managers that there \\'ere problems with unequal treatment of'

female employees, and by filing charges of discnmination with tbc

activities arc

under the New York City and New York State Burnan Rights Laws.

Following such actions, c1nployecs have been demoted and tenninatcd hy Willis.

These actions constitute retaliation in violation of'N Exec. Law§§ 2C)() et seq. and New York

City Admin. Code § 8-1 07 et seq.

76.

defendants' discriminatory practices described above have caused employees

harm, including economic loss and emotional distress.

Defendants have undertaken these discriminatory practices willf'ully or with

reckless disregard for employees' rights under New York Slate and New York 1lmnan

Rights laws.

78. Accordingly, the defendants violated employees' rights protected by N.Y. Exec.

Law§§ 290 et seq. and New York City Admin. Code§ 8-107 et seq.

19

79. Plaintiff repeats and realleges the (l.llcgations contained in paragraphs 1

through

80. Plaintiffwas an experienced and qualified officer and

of

Willis's Environmental Practices department. Despite her qualifications, was demoted and

8 J. Upon information and belief, Plaintiffs termination was motivated in substantial pmt based on gender, violation ofTitle VII of the Civil Rights Act of 1964, as amended,
U.S.C. § 2CWOe, et seq.
n

82. Plaintiff repeats and rcallcges the allegations contained in paragraphs 1

through 81.

83. Plaintiff was an experienced ancl quali fiecl officer and manager of

Willis's Environmental Practices department. Despite her qualifications, she was demoted and

terminated and replaced by a less qualified male employee at a higher salary.

84. Upon information and belief, Plaintiff's tennination was motivated in substantial

part based on her gender, in violation oCN.Y.

Law§§ 2()0 et seq., ancl New York

Admin. Code§ 8-107.

20

,,

Plaintiff respectfully requests this Court:

Declare that the practices described in this complaint exist at Willis and that they

are unlawful;

B. Jssue a permanent injunction prohibiting the Defendants, their employees, agents,

officers and successors, from engaging in the discriminatory employment practices complained

of herein;

C. Issue a permanent mandatory injunction requiring that Defendants adopt

employment practices in conformity with the requirements of Title Vll of the Civil Rights Act of

1964, 42 U.S.C. § 2000e, et seq, and the New York State and City !!unum Rights Laws;

D. Award back pay and other job benefits sufTicicnt to make Plaintiflwhole;

E.

Award compensatory and punitive damages appropriate to the proof at trial;

F.

Award reasonable attorneys' lees and costs, including expert fees; and

G. Order such other and further relief as the Court deems j usl and proper.

Dated: New York, New York

December

/ J('
·-·---'

2006.

Respectfully submitted,

BELQOCK,,LEVlNE

IJr eI I I

!

;I

I

1.' r

HOFFMAN LLP

Robert L. Herbst (RLH8851)

BRILL & MEISEL Rosalind Fink (RP2492)

Counsel for Plaintiff

21

Inde.xNo.

Year 20

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

OVV •.<:LL.VO IV WWW.(l~lt:!~<!I.GVIII

ADRIANNE CRONAS, on behalf of herself and all similarly situated persons,
Plaintiffs, - against -
WILLIS GROUP HOLDINGS, LTD., WILLIS OF NORTH AMERICA INC., WILLIS OF NEW YORK, WILLIS OF NEW JERSEY, WILLIS OF MASSACHUSETTS,
Defendants.

COMPLAINT AND JURY TRIAL DEMAND

Attorneys for

BELDOCK LEVINE & HOFFMAN LLP

NEW YORK, N.Y. 10016-1503 (212) 490-0400

Pursuant to 22 NYCRR 130-1.1, the undersigned, an attorney admitted to practice in the courts of New York State, certif'ies that, upon information and belief and reasonable inquiry, the contentions contained in the annexed document are not frivolous.

Dated:.............................................

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Attorney(s)for

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Attorneys for

BELDOCK LEVINE & HOFFMAN LLP

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To:

NEW YORK, N.Y. 10016-1503

 
 Case 1:06-cv-15295-GEL Document 16 Filed 09/17/2007 Page 1 of 26

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

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:

ADRIANNE CRONAS, on behalf of herself and :

all similarly situated persons,

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Plaintiff,

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-v-

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WILLIS GROUP HOLDINGS LTD., et al.,

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Defendants.

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06 Civ. 15295 (GEL) OPINION AND ORDER

Robert L. Herbst, Sofia Yakren, Beldock Levine & Hoffman LLP, New York, NY, Rosalind Fink, Brill & Meisel, New York, NY, for plaintiff.

Bettina B. Plevan, Proskauer Rose LLP, New York, NY, for defendants.

GERARD E. LYNCH, District Judge:

Plaintiff Adrianne Cronas brings this employment discrimination class action against her

former employer Willis Group Holdings, and its affiliated entities (collectively, “Willis”).

Plaintiff alleges a pattern and practice of sex discrimination and retaliation in violation of Title

VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000e-2 et seq. (“Title VII”), and related state and

city laws. Defendants move to dismiss plaintiff’s Title VII claims, arguing that plaintiff has not

satisfied the administrative requirements for maintaining a Title VII claim, or alternatively, that

plaintiff’s discrimination claims are subject to mandatory arbitration. Defendants’ motion will

be denied.

Case 1:06-cv-15295-GEL Document 16 Filed 09/17/2007 Page 2 of 26
BACKGROUND Only the facts relevant to the current dispute are recited here. Cronas was hired by Willis in September 1996 as a Vice-President in the New York office. (Compl. ¶ 28.) When she was hired, Cronas signed an employment agreement (the “Agreement”), which stated that “any dispute arising under th[e] Agreement shall be resolved by arbitration.” (Herbst Decl. Ex. 4, at ¶ 5.) In 1999, Cronas was promoted to the position of Senior Vice-President and Manager of the New York Environmental Department. (Compl. ¶ 33.) The complaint alleges that Cronas received positive feedback and several raises throughout most of her tenure at Willis (id. ¶¶ 38, 43), though she did not receive certain stock options that were offered to other similarly situated male employees (id. ¶ 42). However, in March 2004, Cronas was demoted, and in June 2004, she was terminated and replaced by a man who was compensated at a higher salary. (Id. ¶¶ 45-46.) After she was terminated, Cronas did not file a discrimination charge with the Equal Employment Opportunity Commission (“EEOC”). Instead, Cronas attempted to intervene as a named plaintiff and class representative in Hnot v. Willis Group Holdings Ltd., et al., 01 Civ. 6558 (GEL) (“Hnot”), a pending Title VII class action alleging a pattern and practice of gender discrimination by Willis. See Hnot v. Willis Group Holdings Ltd., 228 F.R.D. 476 (S.D.N.Y. 2005). The Hnot plaintiffs contend that Willis delegates substantial authority regarding promotion and compensation decisions to regional and local officers, leading to inequitable consequences for women at Wills. Id. at 479-80. The Hnot class was certified to include women of “officer-level and equivalents,” but covers only persons employed by Willis through December 31, 2001. Id. at 480. Thus, the Hnot claims do not include, and the parties did not
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conduct discovery on, allegations of post-2001 discriminatory conduct. See Hnot v. Willis Group Holdings Ltd., No. 01 Civ. 6558, 2006 WL 2381869 (S.D.N.Y. Aug. 17, 2006) (denying extension of discovery and class period through 2004).1
On November 30, 2006, the Court denied Cronas’s motion to intervene in Hnot. 2006 WL 3476746. The Court determined that Cronas’s motion was untimely, and found that permitting intervention at such a late juncture in the case would “prejudice” the defendants by “further delay[ing] resolution of the pre-2002 claims pending against them.” Id. at *5. Although Cronas argued that denying the motion would cause her “significant prejudice” because she would be “unable to demonstrate continued gender discrimination after 2001, and to prove up her damage in under-compensation after 2001,” the Court rejected that argument, as Cronas “remain[ed] free to bring a separate action against defendants.” Id.
On December 19, 2006, Cronas filed the instant action, alleging a pattern and practice of gender discrimination and retaliation at Willis. Specifically, Cronas alleges that Willis “permits . . . excessive subjectivity in making” employment decisions, which results in a “disparate impact on female offices and officer-equivalents.” (Compl. ¶ 23.) Cronas seeks to certify a class consisting of all current and former female officers or officer-equivalents employed from 1998 to the time of trial pursuant to Fed. R. Civ. P. 23(b)(3), and a class consisting of all current and former female officers or officer-equivalents employed from 2002 to the time of trial pursuant to Fed. R. Civ. P. 23(b)(2). (Id. ¶ 20.) In addition, Cronas asserts individual claims on her own behalf, alleging that her demotion and termination were the result of unlawful gender
1 Hnot was scheduled for trial in June 2007. However, the parties agreed in principle to settle the class claims shortly before trial.
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discrimination. (Id. ¶¶ 79-84.)2 Although the substantive allegations of Cronas’s pattern and practice claim are almost
“identical” to those in the Hnot litigation (Pl. Mem. 4), her claim differs from the Hnot claim in two ways. First, while the Hnot litigation was limited to allegations of discrimination spanning the years 1998-2001, Cronas seeks relief for the period 2002 up to the time of trial, and certification of class claims for the entire period 1998 through the present. (Compl. ¶ 20.) Second, Cronas alleges discrimination in compensation related to the distribution of stock options at Willis, a claim that was not pursued by the Hnot plaintiffs. (Id. ¶ 42. See Pl. Mem. 5 (stating that, “upon information and belief, no data have been produced in Hnot on stock options awards during the class period”).)
Defendants moved to dismiss plaintiff’s complaint on February 6, 2007; plaintiff responded on March 21, 2007. The motion was fully briefed as of April 2, 2007.
DISCUSSION I. Failure To Satisfy Title VII Administrative Prerequisites
A. The Single-Filing Rule Defendants argue that, because Cronas failed to file a timely charge of discrimination with the EEOC, her Title VII claims must be dismissed as time-barred. Plaintiff argues that she should be permitted to “piggyback” on the timely charge filed by the Hnot plaintiffs pursuant to the so-called single-filing rule, thereby satisfying the administrative prerequisites of Title VII. Although the single-filing rule has not been previously applied to allow Title VII plaintiffs to
2 Although the complaint alludes to a possible retaliatory motive for Cronas’s termination (Compl. ¶ 44), Cronas does not assert an individual retaliation claim.
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piggyback on a prior charge in a new Title VII suit, the Court finds that such an application is proper here. Therefore, plaintiff’s Title VII claims are not time-barred, and defendants’ motion will be denied.
It is axiomatic that “[a] Title VII claimant may file suit in federal court only if she has filed a timely complaint with [the] EEOC and obtained a right-to-sue letter.” Cornwell v. Robinson, 23 F.3d 694, 706 (2d Cir. 1994), citing 42 U.S.C. §§ 2000e-5(e) and (f). See Weeks v. N.Y. State (Div. of Parole), 273 F.3d 76, 82 (2d Cir. 2001) (requiring a Title VII claimant to file an administrative charge within 300 days of the alleged discriminatory conduct); Butts v. City of N.Y. Dep’t of Hous. Pres. & Dev., 990 F.2d 1397, 1401 (2d Cir. 1993) (“When a plaintiff fails to file a timely charge with the EEOC, the claim is time-barred.”). As a general rule, however, Title VII’s administrative prerequisites must be interpreted liberally to effectuate its purpose of eradicating employment discrimination. See Zipes v. Trans World Airlines, Inc., 455 U.S. 385, 397 (1982). Fairness, and not excessive technicality, must guide the consideration of Title VII actions. Love v. Pullman Co., 404 U.S. 522, 526-27 (1972). Accordingly, the Supreme Court has held that Title VII filing requirements are not jurisdictional prerequisites and may be waived or tolled where equity requires. Zipes, 455 U.S. at 398. However, the courts must give substance to the underlying purpose of the filing procedures to convey “‘prompt notice to the employer,’ thereby encouraging conciliation wherever possible.” Snell v. Suffolk County, 782 F.2d 1094, 1101 (2d Cir. 1986), quoting Zipes, 455 U.S. at 398.
With these principles in mind, the Second Circuit has adopted the “single-filing” rule. Under the single-filing rule, plaintiffs in class action discrimination suits have been allowed to “piggyback” their otherwise untimely claims on to those of timely filed named plaintiffs. Snell,
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782 F.2d at 1101-02; Tolliver v. Xerox Corp., 918 F.2d 1052, 1057 (2d Cir. 1990) (extending single-filing rule to Age Discrimination in Employment Act (“ADEA”) claims). Thus, a plaintiff who has never filed an EEOC charge, and therefore has never given notice of her discrimination complaint to either the employer or the EEOC, can still litigate her claims so long as they fall “within the scope” of the timely filed claims. Dargento v. Bally’s Holiday Fitness Ctrs., 990 F. Supp. 186, 193 (W.D.N.Y. 1997), citing Snell, 782 F.2d at 1100-1101. The Circuit has applied the single-filing rule to both class and individual actions, finding that the relevant inquiry for application of the rule is not the type of action involved, but whether “the grievance affects a group of individuals defined broadly enough to include those who seek to piggyback on the claim,” in order to “afford[] sufficient notice to the employer to explore conciliation with the affected group.” Tolliver, 918 F.2d at 1058.
Until now, the single-filing rule has been applied to Title VII actions only to allow subsequent claimants to join in a pre-existing action, and not to “permit non-filing Title VII plaintiffs to initiate their own actions.” Little v. NBC, 210 F. Supp. 2d 330, 373 n.30 (S.D.N.Y. 2002). However, in the ADEA context, the Circuit has found that subsequent claimants are not relegated to joining a pre-existing action under the single-filing rule, but instead may take advantage of a prior charge as a predicate for filing their own separate suit. Tolliver, 918 F.2d at 1057. In permitting ADEA plaintiffs to piggyback on a prior charge in a new suit, the Tolliver court found that “[t]he purpose of the charge filing requirement is fully served by an administrative claim that alerts the EEOC to the nature and scope of the grievance, regardless of whether those with a similar grievance elect to join a preexisting suit or initiate their own.” Id. The Tolliver also court found that, although the single-filing rule had not previously been applied
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in a similar manner to new cases initiated under Title VII, there was a distinction between ADEA and Title VII suits because Title VII claimants may only initiate suit after obtaining a right-to-sue letter, while “[t]here is no comparable requirement for ADEA suits and therefore no reason to require ADEA plaintiffs seeking to benefit from the single filing rule to join preexisting individual suits.” Id.
In this case, plaintiff seeks to initiate a new Title VII lawsuit while piggybacking on the Hnot EEOC charge in order to render her claim timely. Defendants argue that, because the Tolliver court distinguished between Title VII and ADEA claims, plaintiff cannot use the singlefiling rule to render her claims timely. Defendants read too much into Tolliver. The Tolliver court held only that “[i]t is true that under Title VII, the single filing rule has been used only to permit [a plaintiff to] join[] a preexisting suit.” Id. (emphasis added). Notably, the Tolliver court distinctly did not hold that the single filing rule could never be used to permit a plaintiff to initiate a new lawsuit. Nor, indeed, could it have so held, since the issue was not before the Circuit, which was addressing an action under the ADEA, not under Title VII. Instead, the Circuit merely noted in dicta that the single-filing rule has not yet been so applied to Title VII suits, and posited the right-to-sue letter requirement as the rationale for its heretofore nonapplication. In effect, the Court of Appeals held that even if Title VII did not permit a plaintiff to predicate her own action on another party’s EEOC complaint, an ADEA plaintiff could. Therefore, it remains an open question, post-Tolliver, whether a Title VII plaintiff who seeks to piggyback on a prior EEOC charge to file a separate lawsuit may invoke the single-filing rule to render her claim timely.
To answer this question, the Court must consider whether such an extension of the single-
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filing rule would frustrate the goals of Title VII’s administrative prerequisites. By finding that an ADEA plaintiff may piggyback on a prior charge in a new lawsuit without undermining the purposes of the ADEA’s administrative prerequisites, the Circuit has already implicitly considered the same issue raised here. Both the ADEA and the Title VII procedural requirements are motivated by the same dual purpose: prompt notice of the charge to the employer and the facilitation of conciliation where possible. Snell, 783 F.2d at 1011. (See Defs. Reply 2 (“Since Snell there has been no intervening case law altering the Second Circuit’s rationale [behind the single-filing rule].”).) Accordingly, the issue here is almost identical to the issue in Tolliver, and therefore, it is a logical extension of Tolliver to find that, if the purposes of the ADEA’s administrative requirements are not undermined by allowing a plaintiff to piggyback on a prior charge in a new ADEA lawsuit, then the purposes of Title VII’s administrative requirements also are not undermined by allowing a plaintiff to piggyback on a prior charge to file a new Title VII lawsuit.
Although there is no conceptual distinction between allowing an ADEA plaintiff to initiate a new lawsuit rather than join a preexisting one and allowing a Title VII plaintiff the same opportunity, as the Tolliver court noted, there is a practical difference between the ADEA’s and Title VII’s procedural requirements. Title VII requires a plaintiff to obtain a right-to-sue letter before initiating suit. 42 U.S.C. § 2000e-5(f)(1). The EEOC issues a right-to-sue letter when the EEOC has investigated the charge and decided not file a civil suit itself. Pietras v. Bd. of Fire Comm’rs, 180 F.3d 468, 473 (2d Cir. 1999). The ADEA has no similar requirement, see Hodge v. N.Y. Coll. of Podiatric Med., 157 F.3d 164, 168 (2d Cir. 1998); instead, the ADEA only requires a plaintiff to wait 60 days after filing an EEOC charge before initiating a lawsuit.
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29 U.S.C. § 626(d). Thus, an ADEA plaintiff is not required to receive written confirmation of the conclusion of the EEOC’s investigation to initiate a lawsuit, but instead may “sue in court even if the EEOC has not yet completed its investigation or attempt[ed] . . . conciliation.” Hodge, 157 F.3d at 168. However, “a federal court, in its discretion, may elect to hear the action” even where a right-to-sue letter has not been issued, because “‘like a statute of limitations, [Title VII’s filing requirements are] subject to waiver, estoppel and equitable tolling.’” Crossman v. Crosson, 905 F. Supp. 90, 93 (E.D.N.Y. 1995), quoting Zipes, 455 U.S. at 393.
The Tolliver court indicated that this distinction between the ADEA and Title VII may be a sufficient rationale for allowing ADEA plaintiffs to piggyback on prior charges in new suits, but not allowing Title VII plaintiffs the same opportunity. Upon careful deliberation, the Court finds that this is not a persuasive argument, and that the right-to-sue letter should be waived under these circumstances. A right-to-sue letter simply informs the claimant that the EEOC has concluded investigating the claimant’s charge and provides the claimant with a notice of her right to bring a lawsuit. The letter itself does not implicate the dual purposes of Title VII’s administrative prerequisites, notice to the employer and potential conciliation; by the time the claimant receives the letter, those purposes have already been served. Just as “[t]he purpose[s] of the charge filing requirement [are] fully served” when a prior charge “alerts the EEOC to the nature and scope of the grievance, regardless of whether those with a similar grievance elect to join a preexisting suit or initiate their own,” Tolliver, 918 F.2d at 1057, those purposes are also served regardless of whether the subsequent plaintiff has obtained a right-to-sue letter. The employer is not prejudiced by a subsequent plaintiff’s failure to obtain a right-to-sue letter, as a
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right-to-sue letter simply informs the plaintiff-employee of her rights; it is not a notice of rights for, and provides no rights to, the defendant-employer. In addition, just as “‘it can fairly be said that no conciliatory purpose would be served by filing separate EEOC charges,’” id. at 1058, quoting Foster v. Gueory, 655 F.2d 1319, 1322 (D.C. Cir. 1981), similarly, no conciliatory purpose would be served by requiring separate right-to-sue letters. If the prior claimant received a right-to-sue letter, there is no reason to conclude that a subsequent plaintiff would not also receive an identical letter for the same charge. Thus, there is no basis to conclude that the failure of a subsequent Title VII plaintiff to obtain a right-to-sue letter would inhibit the goals of Title VII’s administrative prerequisites.
Moreover, extending the single-filing rule to new Title VII lawsuits is actually less likely to undermine the purposes of the EEOC charge requirement than the Circuit’s previous extension of the rule to new ADEA lawsuits in Tolliver. Under the ADEA, there is no assurance that the EEOC has attempted conciliation within 60 days, or that the employer has even been put on notice of the claimant’s charge. Conversely, in the Title VII context, when a plaintiff receives a right-to-sue letter, there is formal confirmation that the purposes of the administrative prerequisite have been satisfied. Thus, a subsequent plaintiff who seeks to rely on an EEOC charge for which another claimant received a right-to-sue letter in a new Title VII lawsuit has confirmation that the EEOC has investigated the prior charge, that the employer knows about the charge, and that conciliation has not succeeded.
The fact that only the original charging party, and not the subsequent plaintiff, received a right-to-sue letter does not alter the fact that the purposes of the EEOC charge requirement have been satisfied by the prior claimant. As long as the claims of a subsequent Title VII plaintiff
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otherwise fit within the single-filing rule, that is, as long as those claims are “within the scope” of the prior EEOC charge, Dargento, 990 F. Supp. at 193, there is no persuasive reason to require that the subsequent plaintiff also obtain a right-to-sue letter for the same charge that previously had been filed. Requiring the subsequent plaintiff also to obtain a right-to-sue letter would elevate form over substance, as the only difference between the original right-to-sue letter and a subsequent one for the same charge would be the name of the claimant. The EEOC itself “has interpreted the . . . filing requirements to be satisfied ‘so long as the matter complained of was within the scope of [a] previously filed charge, regardless of who filed it.’” Tolliver, 918 F.2d at 1057 (emphasis added), quoting 43 Fed. Reg. 138, 139 (1983). Although Tolliver only considered the EEOC’s interpretation of the ADEA’s filing requirements, “[t]he ADEA administrative procedure is modeled on the Title VII procedure,” id., and therefore it is reasonable to presume that the EEOC’s interpretation of the ADEA prerequisites applies with equal force to Title VII’s administrative prerequisites. See, e.g., Ford v. Bernard Fineson Dev. Ctr., 81 F.3d 304, 309 (2d Cir. 1996) (“The EEOC’s interpretation of Title VII and its terms is afforded great deference.”). Furthermore, a contrary rule would violate the fundamental principles of “leniency” and “fairness” that guide the determination of whether a Title VII plaintiff has complied with the administrative prerequisites, Garris v. Dep’t of Corrections, 170 F. Supp. 2d 182, 188 (D. Conn. 2001), citing Butts, 99 F.2d at 1402, and would be “wasteful” to the EEOC’s resources, EEOC v. Wilson Metal Casket Co., 24 F.3d 836, 840 (6th Cir. 1994), as it would require the EEOC to investigate a charge that had already been made and effectively reopen an investigation that had already concluded.
Finally, the Court’s holding here is consistent with the Circuit’s broad interpretation of
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the single-filing rule. The Circuit in Tolliver held that “mere similarity” between the timely filed
charge and the subsequent plaintiff’s claims “within the same general time frame suffices to
permit [application of] the single-filing rule.” Tolliver, 918 F.2d at 1057 (internal quotation
marks omitted). By so holding, the Circuit aligned itself with the “broadest” interpretation of the
single-filing rule. Id.; see id. at 1058 (noting that the Circuit applied the same test in Snell).
Although whether Cronas’s allegations are in fact sufficiently similar to the Hnot charge to
permit application of the single-filing rule is disputed, see infra, the Circuit’s broad interpretation
of the rule is consistent with its extension to newly-filed Title VII suits here.3
3 Permitting Cronas to take advantage of Hnot’s EEOC charge is particularly appropriate because Hnot’s charge was filed on behalf of a class of which Cronas was a member. The charge thus put defendants on specific notice that Hnot’s complaints were not limited to her own specific situation. Moreover, Cronas may well have been lulled into believing that her claims would be adequately pursued in Hnot’s class action, and that it would not be necessary to file her own charge or pursue her own action.
The situation thus has some similarity to In re Worldcom Securities Litigation, ___ F.3d ___, 2007 WL 2127874 (2d Cir. July 26, 2007). In Worldcom, the Circuit considered whether class members who file individual suits before class certification is resolved may benefit from the tolling required by American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974), which held that “[t]he commencement of a class action suspends the applicable statute of limitations as to all asserted members of the class . . . .” 2007 WL 2127874, at *1. The Circuit found that the class members’ “time to file should have been tolled upon the filing of a class action purporting to assert their claims, regardless of their having also filed individual actions asserting the same claims.” Id. at *6. In so finding, the Circuit determined that “[i]t would not undermine the purposes of statutes of limitations to give the benefit of tolling to all those who are asserted to be members of the class for as long as the class action purports to assert their claims.” Id. at *9.
Although Worldcom was not a Title VII suit, the Circuit’s holding is instructive here. Like the statute of limitations at issue in Worldcom, the purpose of Title VII’s administrative prerequisites is to put “[a] defendant . . . on notice” of plaintiff’s claims. Id. The Worldcom court found that “[a] defendant is no less on notice when putative class members file individual suits before certification” as when they do so after certification. Id. Similarly, here “[a] defendant is no less on notice” of plaintiff’s claims when the plaintiff seeks to piggyback on a prior charge, but has not received a right-to-sue letter. Id. Furthermore, the Circuit rejected the argument that its holding would lead to a “needless multiplicity of actions” as insufficient to outweigh the individual plaintiffs’ right to bring suit. Id. Instead, the Circuit found that the purpose of the statute of limitations was to put the defendant on notice of the class claims, and
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Accordingly, the right-to-sue letter may be waived where a subsequent plaintiff seeks to piggyback on a timely filed charge in a new Title VII suit.
B. Application of the Single-Filing Rule Thus, Cronas is not precluded from piggybacking on the Hnot charge because she seeks to file a new action rather than join the prior action. That conclusion, however, is not sufficient to resolve the issue before the Court. As stated above, the single-filing rule only applies if the prior charge raised claims “similar to,” and “within the same general time frame” as, the claim brought by the subsequent plaintiff. Tolliver, 918 F.2d at 1057. In determining whether the Hnot charge is sufficiently similar to Cronas’s claims to permit application of the single-filing rule, the Court must consider whether plaintiff’s claims are “reasonably related” to the claims made in that charge, “meaning that ‘the conduct complained of [by plaintiff] would fall within the scope of the EEOC investigation which can reasonably be expected to grow out of the charge of discrimination.’” Velez v. Novartis Pharms. Corp., No. 04 Civ. 9194, 2007 WL 2197800, at *8 (S.D.N.Y. July 31, 2007), quoting Holtz v. Rockefeller & Co., 258 F.3d 62, 83 (2d Cir. 2001). The Second Circuit has described this principle as “essentially an allowance of loose pleading.” Holtz, 258 F.3d at 83 (internal citation and quotation marks omitted). Defendants attack Cronas’s claims piecemeal. First, defendants argue that Cronas’s pre2002 claims are “completely different” in substance from those asserted in Hnot, and therefore are not reasonably related to the Hnot charge. (Defs. Reply 3.) Alternatively, defendants argue
not to provide defendants with protection from defending against “multiple actions in multiple forums.” Id. Similarly, even if waiver of the right-to-sue letter requirement results in the “multiplicity of actions” against an employer, that potential result is “beside the point.” Id. Instead, as long as the purpose of the administrative prerequisites has been fulfilled, the subsequent plaintiffs’ suit should be permitted to proceed.
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that Cronas’s pre-2002 claims are “duplicative” of the claims in Hnot, and therefore must be dismissed. (Defs. Mem. 5.) Finally, defendants argue that Cronas’s post-2001 claims “relate to a different time period” from the claims in the Hnot charge, and therefore are not reasonably related to that charge. (Defs. Mem. 6.)
Defendants’ first argument is easily disposed of. It is clear, both to the Court and to defendants, that the majority of Cronas’s allegations of discriminatory conduct are “reasonably related” in substance to those made in the Hnot charge. (See, e.g., Defs. Mem. 5 (“[T]he claims asserted [by Cronas] for the period prior to 2002 are duplicative of those asserted in the Hnot Class Action.”).) Cronas’s complaint alleges, on behalf of herself and a putative class of women at Willis, that Willis discriminated against her in terms of “employment opportunities and benefits that were available to similarly situated male employees,” for example, by compensating “female officers and officer-equivalents” less and promoting class members less often than their male counterparts. (Compl. ¶ 19.) The Hnot plaintiffs made the same claims, in the same expansive terms, on behalf of the same class that Cronas purports to represent. 228 F.R.D. at 480. (See Herbst Decl. Exs. 1-2.) Although Cronas also brings a claim for discriminatory treatment in Willis’s distribution of stock options to the purported class (Compl. ¶ 42), a claim that “was not . . . pursued” by the Hnot plaintiffs (Pl. Mem. 5), the Hnot charge specifically alleges that Willis discriminated against the class in salaries, bonuses, and compensation. (Herbst Decl. Ex. 1, at 6-9.) All of those terms could be reasonably interpreted to include the distribution of stock options. Thus, “it would have been reasonable to suspect that the EEOC, in investigating [a] complaint of” discrimination in compensation, “would have assessed” Willis’s distribution of stock options. Holtz, 258 F.3d at 84.
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Defendants’ alternative (and opposite) argument is no more persuasive. Although defendants argue that Cronas’s claims are “completely different” from the claims in the Hnot charge (Defs. Reply 3), they also argue that those same claims should be dismissed as “duplicative” of those in the Hnot charge. (Defs. Mem. 5.) Defendants are correct that “duplicative class actions” should be “avoid[ed].” Becker v. Schenley Indus., Inc., 557 F.2d 346, 348 (2d Cir. 1977); see Basch v. Ground Round, Inc., 139 F.3d 6, 11 (1st Cir. 1998) (rejecting “stacking” of subsequent class actions). However, such cases should be dismissed only where “[p]laintiffs ha[ve] another, more readily available means by which to have their claims determined,” Becker, 557 F.2d at 348, or where “the equities of the situation” favor dismissal, for example, because the plaintiff may pursue the same claims through the other action. Curtis v. Citibank, N.A., 226 F.3d 133, 136 (2d Cir. 2000). That is not the case here. Although there is certainly a “resemblance between the two suits,” the claims asserted by Cronas are not “the same” as those asserted in Hnot, and therefore plaintiff would not receive all the relief in Hnot to which she may be “entitled.” Curtis, 226 F.3d at 136-38; see id. at 136 (cautioning against dismissing a suit as a result of a “resemblance” with another suit where “the claims asserted in both suits” are not “the same”).
For example, while Cronas alleges discrimination in defendants’ distribution of stock options, the same claim was not pursued in Hnot. According to Cronas, this claim “could amount to more than $700,000 in economic loss to Ms. Cronas [alone] during the class period.” (Pl. Mem. 5.) In addition, while the Hnot class is certified pursuant to Fed. R. Civ. P. 23(b)(2), Hnot, 228 F.R.D. at 486, Cronas seeks certification pursuant to Fed. R. Civ. P. 23(b)(3) for all claims, including those stemming from the Hnot class period. (Compl. ¶ 20.)
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Furthermore, while the Hnot class was only certified through 2001, Cronas seeks to certify a class “from 1998 to the time of trial.” (Id.) Thus, if Cronas was not permitted to bring this action, she would be precluded from receiving relief for any harm incurred after 2001 due to defendants’ alleged discriminatory conduct. Indeed, the Court denied Cronas’s motion to intervene on the assumption that Cronas would not suffer “significant prejudice” as a result of that denial, not because her participation as a class member in Hnot would provide her with all of her requested relief, but because “she remain[ed] free to bring a separate action against defendants” through which she might be able to obtain that relief. 2006 WL 3476746, at *5. Accordingly, the Court cannot say at this time that Cronas would receive “all the relief to which [s]he might be entitled” through the Hnot action, and therefore her claims should not be dismissed as duplicative. Curtis, 226 F.3d at 139-40 (dismissing as duplicative those allegations in the second action that plaintiffs could have raised in the first action given their named plaintiff status in that action). Cf. id. at 138 (a district court’s discretion to dismiss duplicative suits arises out of its “general power to administer its docket”), citing Colo. River Water Conservation Dist. v. United States, 424 U.S. 800, 817 (1976).4
Finally, defendants argue that “[t]he Second Circuit has only permitted individual plaintiffs to utilize the single-filing rule when the claims of the new party arise out of similar discriminatory treatment in the same time frame as the timely-filed EEOC charges.” (Defs. Mem. 6 (emphasis in original), citing Snell, 782 F.2d at 1101.) Plaintiff’s claims clearly do not fall within the same exact time frame as those in the Hnot charge – while the Hnot charge was
4 Some of Cronas’s claims – such as the claims for salary discrimination through the year 2001 – do overlap with those at issue in Hnot. Whether those claims can be pursued as class claims will better be addressed at a later stage of this litigation.
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filed in 1999, plaintiff alleges a pattern and practice of discrimination “from 1998 up until trial” (Compl. ¶ 20), whenever and if ever that occurs in the future.
However, defendants’ argument fails for several reasons. First, defendants are incorrect that plaintiff’s claims must be within the same time frame as those asserted in the Hnot charge. Exact duplication of a time frame is unnecessary to satisfy the single-filing rule; instead, “mere similarity of grievances within the same general time frame suffices to permit operation of the single filing rule.” Tolliver, 918 F.2d at 1058 (emphasis added). Moreover, exact temporal similarity in pattern and practice discrimination claims is impractical, as the discriminatory conduct alleged in such claims is not a discrete, isolated event. Instead, plaintiff correctly notes that “[a]llegations of continuous, ingrained practices,” such as those made by Cronas here, “are not conducive to a narrowly delimited time frame.” (Pl. Mem. 8.) See Wilson Metal, 24 F.3d at 840 (holding that, “[b]ecause the practice of sexual harassment . . . continued over a three year period,” plaintiff who filed suit in 1987 may rely on EEOC filing by similar sexual harassment victim discharged in 1984); see, e.g., Butts, 990 F.2d at 1403 (“[T]he values associated with exhaustion [of remedies under Title VII] are not . . . lost because the EEOC would have had the opportunity to investigate, if not the particular discriminatory incident, the method of discrimination manifested in prior charged incidents.”).
Moreover, holding a Title VII plaintiff who seeks to piggyback on a prior claim in a new suit to such a high temporal standard as that suggested by defendants would be incongruous, as the very nature of piggybacking necessarily means that the plaintiff is bringing suit at a later date, and therefore, that the discriminatory conduct alleged in the suit was not limited to the time frame in the original charge. See Alemendral v. N.Y. State Office of Mental Health, 743 F.2d
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963, 967 (2d Cir. 1984) (district court erred in refusing to consider discriminatory conduct that occurred after plaintiff filed her EEOC complaint, as “a court may consider, in addition to the original EEOC charges, those claims reasonably related to the EEOC charge”). Thus, the proper inquiry is not whether Cronas’s claims occurred in the same time frame as those in the Hnot charge, but whether her claims “plainly state[] that the acts of discrimination were on a ‘continuing’ basis” in such a way as those acts “could ‘reasonably [have been] expected to grow out of the” Hnot charge. Almendral, 743 F.2d at 968, quoting Smith v. Amer. Pres. Lines, 571 F.2d 102, 107 n.10 (2d Cir. 1978).
When viewed through this lens, Cronas’s claims clearly satisfy the single-filing rule. First, while the claims in Hnot were limited to pre-2002 conduct, Cronas’s claims include both pre- and post-2002 conduct. Thus, a significant portion of Cronas’s claims overlap in time with those in Hnot. Second, both Cronas and the Hnot plaintiffs allege a pattern and practice of discrimination at Willis; as noted supra, the very nature of a pattern and practice claim is that it occurs on a “continuing basis,” and therefore the acts alleged by Cronas “could ‘reasonably [have been] expected to grow out of the” Hnot charge, id., even if some of the acts alleged by Cronas extend temporally beyond those considered in the Hnot litigation.
Furthermore, the Hnot plaintiffs attempted to extend the class claims to include discriminatory conduct that allegedly occurred through 2004. Hnot, 2006 WL 2381869. Although the Hnot plaintiffs were not allowed to extend the class claims beyond 2001, the denial of that extension was due, not to concerns that the original charge did not put Willis on notice of the post-2001 claims or that those claims were not reasonably related to the EEOC charge, but to the fact that plaintiffs had not adequately pursued those claims during discovery. Id. at *4.
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Finally, Cronas’s employment at Willis overlapped by several years with that of the Hnot charging parties. (See Pl. Mem. 10 n. 6.) During those overlapping years, Cronas allegedly experienced much of the same discriminatory conduct as that experienced by the Hnot plaintiffs. Even if the exact time frame in which the parties experienced discrimination was not “identical,” duplication of a time frame is not required to satisfy the single-filing rule, especially where the claims are “generically similar.” Connelly v. Mfs. Hanover Trust Co., No. 89 Civ. 2247, 1990 WL 129186, at *3 (S.D.N.Y. Aug. 13, 1990).
Thus, Cronas’s claims are reasonably related, both substantively and temporally, to the claims in the Hnot charge, and the single-filing rule applies to her suit. Accordingly, Cronas’s Title VII claims are not time-barred, and defendants’ motion to dismiss is denied.5 II. Mandatory Arbitration
Finally, defendants argue that Cronas’s claims should be dismissed because she may only pursue her claims through arbitration. Specifically, defendants argue that Cronas’s employment agreement requires that any claims arising under the Agreement be resolved by arbitration. (Defs. Mem. 9.)6 Plaintiff argues that her claims do not fall within the scope of the Agreement, and therefore that her claims are not subject to arbitration. (Pl. Mem. 19.) The Court agrees.
The Federal Arbitration Act (“FAA”) establishes a federal policy favoring arbitration.
5 Defendants also argue “[a]bsent a viable federal claim of discrimination, Cronas should not be permitted to proceed with state law claims in federal court.” (Defs. Mem. 7, citing 28 U.S.C. § 1367(c)(3).) Because the Court finds that plaintiff’s federal claims are indeed “viable” (id.), defendants’ supplemental jurisdiction argument is moot.
6 Defendants made an identical argument in opposing Cronas’s motion to intervene, but the Court did not address the argument at that time because the Court found Cronas’s motion to be otherwise untimely. Hnot, 2006 WL 3476746, at *5 n.2.
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Shearson/American Exp., Inc. v. McMahon, 482 U.S. 220, 225-26 (1987); Scherk v. AlbertoCulver Co., 417 U.S. 506, 510-11 (1974). The FAA requires the federal courts to enforce arbitration agreements with the same vigor that the courts enforce other contracts. Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 219 (1985). Once a court is satisfied that an arbitration agreement is valid and the claim before it is arbitrable, it must stay further judicial proceedings and order the parties to proceed to arbitration. Progressive Cas. Ins. Co. v. C.A. Reaseguradora Nacional De Venezuela, 991 F.2d 42, 45 (2d Cir. 1993), citing Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d 840, 844 (2d Cir. 1987). Moreover, the court must enforce an arbitration agreement even if the party opposing arbitration raises a claim based on a federal statutory right, assuming that party has in fact agreed to arbitrate such claims. McMahon, 482 U.S. at 226; Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626-27 (1985).
In Genesco, the Second Circuit outlined a four-prong test for a district court to follow in considering a motion to compel arbitration in the context of a claim based on statutory rights:
[F]irst, it must determine whether the parties agreed to arbitrate; second, it must determine the scope of that agreement; third, if federal statutory claims are asserted, it must consider whether Congress intended those claims to be nonarbitrable; and fourth, if the court concludes that some, but not all, of the claims in the case are arbitrable, it must then determine whether to stay the balance of the proceedings pending arbitration. Genesco, 815 F.2d at 844, citing Mitsubishi Motors Corp.,473 U.S. 614. Here, the first and third prong of the Genesco test are not at issue. Federal employment discrimination claims are generally arbitrable, see Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 35 (1991) (ADEA claims arbitrable); Elwell v. Google, Inc., No. 05 Civ. 6498, 2006 WL 217978, at *4 (S.D.N.Y. Jan. 30, 2006) (Title VII claims based on gender discrimination and
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retaliation arbitrable); Maye v. Smith Barney Inc., 897 F.Supp. 100, 109-10 (S.D.N.Y. 1995) (Title VII claims based on sexual harassment arbitrable); Hall v. MetLife Resources, No. 94 Civ. 0358, 1995 WL 258061, at *3 (S.D.N.Y. May 3, 1995) (Title VII claims based on gender and race discrimination arbitrable), and Cronas does not dispute that she agreed to an arbitration clause when she signed the employment contract. However, Cronas argues that, although she agreed to an arbitration clause, that clause was limited in scope, requiring arbitration only of those disputes “arising under th[e] Agreement.” (Herbst Decl. Ex. 4, at ¶ 5.) Thus, the relevant inquiry is whether plaintiff’s discrimination claims fall within the scope of the Agreement’s arbitration clause.
While the scope of an arbitration agreement must be read in light of Congress’s policy favoring arbitration, the reviewing court must decide whether a party’s claims actually fall within that scope. Progressive, 991 F.2d at 45, citing David L. Threlkeld & Co. v. Metallgesellschaft, Ltd., 923 F.2d 245, 249 (2d Cir. 1991). Generally, the court must broadly construe an arbitration agreement and resolve any doubts concerning its scope in favor of arbitration. Moses H. Cone Memorial Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983); Mitsubishi Motors, 473 U.S. at 626. The Second Circuit has interpreted this mandate to require arbitration “unless it may be said with positive assurance that the arbitration clause is not susceptible to an interpretation that covers the asserted dispute.” Roby v. Corp. of Lloyd’s, 996 F.2d 1353, 1361 (2d Cir. 1993); see Progressive, 991 F.2d at 48.
In deciding the scope of an arbitration agreement, “courts should generally apply statelaw principles that govern the formation of contracts.” Mehler v. Terminix Int’l Co. L.P., 205 F.3d 44, 48 (2d Cir. 2000). Under New York law, one “who signs or accepts a written contract,
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in the absence of fraud or other wrongful act on the part of another contracting party, is conclusively presumed to know its contents and to assent to them . . . .” Metzger v. Aetna Ins. Co., 227 N.Y. 411 (1920); see Matter of Express Indus. & Term. Corp. v. N.Y. State Dep’t of Transp., 93 N.Y.2d 584, 589 (1999) (in order to form a binding agreement, the parties must manifest “mutual assent” to the essential terms of the agreement). Courts in this district that have considered whether discrimination claims were subject to arbitration clauses have not compelled arbitration simply because, as a result of a broadly worded arbitration clause, the employment agreement could potentially be interpreted in such as a way as to require arbitration of those claims. See Hoffman v. Aaron Kamhi, Inc., 927 F. Supp. 640, 645 (S.D.N.Y. 1996). Instead, courts have required employees to arbitrate discrimination claims only where the arbitration clause specifically “placed the employee plaintiff on notice that he or she was waiving his or her right to bring employment discrimination claims in the federal courts.” Id. at 644 (emphasis added). See Cap Gemini Ernst & Young U.S. LLC v. Arentowicz, No. 04 Civ. 0299, 2004 WL 1386145, at *6 (S.D.N.Y. June 22, 2004) (compelling arbitration of discrimination claims where arbitration agreement required arbitration of “any dispute . . . concerning any . . . aspects of your employment relationship, including, without limitation, discrimination claims”); Maye, 897 F.Supp. at 107 (arbitration agreement referred to “employment disputes,” which was specifically defined to include claims under Title VII and other employment statutes; court held that the agreement signed “could not have done more to put [plaintiffs] on notice” that they were waiving their right to bring employment discrimination claims in federal court); DeGaetano v. Smith Barney, Inc., No. 95 Civ. 1613, 1996 WL 44226, at *5 (S.D.N.Y. Feb. 5, 1996) (arbitration agreement referred to “employment disputes,” which was defined specifically to
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include claims under Title VII and other employment statutes). Conversely, where the arbitration clause is “poorly worded and ambiguously phrased” in such a way that the employee was not “on notice” that she was waiving her right to bring a discrimination claim in federal court, courts have rejected employers’ attempts to compel arbitration. Hoffman, 927 F. Supp. at 644. This is consistent with the general contract principle that a party is only bound to a contract term to which she has actually agreed. See Express Indus., 93 N.Y.2d at 589.
The arbitration clause in the Agreement requires arbitration of any dispute that “aris[es] under th[e] Agreement.” (Herbst Decl. Ex. 4, at ¶ 5.) Cronas’s claims do not arise under her employment agreement, but rather under federal and state anti-discrimination statutes. Thus, the arbitration clause did not put Cronas on notice that she was waiving her right to pursue claims of employment discrimination in federal court. Indeed, the Agreement’s arbitration clause, like the one rejected in Hoffman, is “poorly worded and ambiguously phrased.” 927 F. Supp. at 645. The phrase “arising under this Agreement” is not defined in the clause, and none of the provisions of the Agreement make reference to the civil rights statutes or to discrimination claims generally. See id. Accordingly, the clause contains no language that would have reasonably notified plaintiff that she was waiving her right to litigate federal employment discrimination claims in federal court.
Nevertheless, defendants argue that “courts in the Second Circuit have compelled employees to arbitrate discrimination claims where the employees had employment agreements with broad, mandatory arbitration clauses similar to the provision contained in Cronas’[s] employment agreement.” (Defs. Mem. 9.) However, the majority of cases cited by defendants are inapposite, as they either involved arbitration clauses which specifically referred employee
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discrimination claims to mandatory arbitration (see Defs. Mem. 10, citing Cap Gemini, 2004 WL 1386145), or involved arbitration clauses that required arbitration of not only disputes “arising under” the employment agreement, but disputes arising “in connection” with that agreement, Oldroyd v. Elmira Sav. Bank, FSB, 134 F.3d 72, 74 (2d Cir. 1998), or “relating to any interpretation, construction, performance or breach” of that agreement, Elwell, 2006 WL 217978, at *1. Thus, those clauses are distinguishable from the clause at issue in this case, as they arguably encompassed disputes, not only over the exact terms of the employment agreement, but over any condition of plaintiff’s employment, even where those conditions had only an indirect “connection” to that agreement. Oldroyd, 134 F.3d at 74.
In addition, the retaliatory discharge claim in Oldroyd bore a much stronger connection to the employment agreement in that case than Cronas’s discrimination claim bears to the agreement at issue here. In Oldroyd, plaintiff claimed that he had been terminated due to protected whistleblower activity. 134 F.3d at 75. The employment agreement in Oldroyd laid out in detail “such matters as what constitutes ‘cause’ for termination, benefits to be provided after termination, . . . termination upon change of control, and related matters.” Id. at 77. Thus, the Circuit found that, because plaintiff’s employment agreement laid out termination procedures in such great detail, his retaliatory discharge claim “touched upon matters covered by the employment agreement and therefore [was] clearly within the scope of the agreement’s arbitration clause.” Id.
The bulk of Cronas’s claims concern unequal compensation and promotion opportunities for class members. Unlike the employment agreement in Oldroyd, the agreement at issue in this case contains little detail about termination procedures (Herbst Decl. Ex. 4, at ¶ 4), and almost no
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detail about compensation procedures. (Id. at ¶ 5 (stating that Willis “will pay Employee such compensation and benefits as are set forth in the offer letter [which] . . . may be changed by [Willis] pursuant to its normal compensation and benefit review procedures”).) Moreover, promotion procedures are not even mentioned in the Agreement. Thus, unlike Oldroyd, Cronas’s claims do not “touch[] matters” covered by her employment agreement, 134 F.2d at 77, and therefore her claims do not fall within the scope of the arbitration clause.
Finally, although “[d]oubts regarding the scope of an arbitration clause should be resolved in favor of arbitration,” Moses H. Cone Memorial Hosp., 460 U.S. at 24, they should not be so resolved at the expense of “a reasonable reading of the Agreement, in light of” the understanding of the parties at the time that they entered into the employment contract. Mehler, 205 F.3d at 49. The Agreement itself is extremely limited in scope, outlining only in very broad terms the scope of the employment relationship. Paragraph 1 of the Agreement asserts only that Willis agrees to employ Cronas for the period of the agreement, and to pay her the proffered compensation, which Willis can change pursuant to its normal compensation review procedures. (Herbst Decl. Ex. 4.) Paragraph 4 of the Agreement states that Cronas is an at will employee who may be terminated with two weeks notice. (Id.) The remainder of the Agreement, with the exception of the arbitration clause, deals with issues completely unrelated to anything alleged by Cronas here, such as confidentiality and employee loyalty. (Id. ¶¶ 2-3 (see Herbst Decl. Ex. 3, at ¶ 3 (characterizing employment agreement as a “standard non-compete agreement”).) It would be unreasonable to expect an employee who signs this type of employment agreement to understand that, by signing the agreement, which says nothing about subjecting discrimination claims to arbitration, she was implicitly signing away her right to bring such claims in federal
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 Case 1:06-cv-15295-RMB-DCF Document 30 Filed 07/03/08 Page 1 of 29

Robert L. Herbst (RH8851) Sofia Yakren (SY4874) BELDOCK LEVINE & HOFFMAN LLP 99 Park Avenue, Suite 1600 New York, New York 10016 (212) 490-0400

Rosalind Fink (RF2492) BRILL & MEISEL 845 Third Avenue, 16th Floor New York, NY 10022 (212) 753-5599

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------------x ADRIANNE CRONAS, LINDA PASICHNYK and THERESA REARDON, individually and on behalf of all similarly situated persons,

Plaintiffs,

FIRST AMENDED COMPLAINT

vs.

06 CV 15295

WILLIS GROUP HOLDINGS, LTD., WILLIS OF NORTH AMERICA INC., WILLIS OF NEW YORK, WILLIS OF NEW JERSEY, WILLIS OF MASSACHUSETTS,

JURY TRIAL DEMANDED

Defendants. --------------------------------------------------------------------x

I. INTRODUCTION

1. Plaintiffs, by their attorneys Beldock Levine & Hoffman LLP and Brill & Meisel,

bring this action on information and belief, challenging a pattern and practice of sex

discrimination and retaliation committed by Willis Group Holdings, Ltd., its subsidiary Willis

North America, Inc. (“WNA”) and WNA’s subsidiaries and affiliates including but not limited to

Willis of New York, Inc., Willis of New Jersey, Inc. and Willis of Massachusetts, Inc.

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(hereinafter referred to collectively as “Willis”), against current and former female employees of WNA and its subsidiaries at the level of Assistant Vice President, Vice President, Senior Vice President, Executive Vice President, Regional Vice President, Director, Chief Operating Officer, and Chief Executive Officer (hereinafter referred to collectively as “officers”) and other current and former employees of WNA and its subsidiaries eligible for such officer titles (hereinafter referred to as “officer-equivalents”). The violations are systemic in nature, and constitute a pattern and practice of conduct which for many years has permeated, and upon information and belief continues to permeate, Willis’s operations. The employment policies and practices of Willis have the effect, and have been undertaken with the purpose, of denying promotional opportunities and equal compensation to qualified female employees in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, the Civil Rights Act of 1991, 42 U.S.C. § 1981a, and the Human Rights Laws of the State and City of New York, N.Y. Exec. Law §§ 290 et seq. and New York City Admin. Code §§ 8-107 et seq. II. JURISDICTION
2. Plaintiffs’ class-wide and individual claims arise under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq., and the Human Rights Laws of the State and City of New York, N.Y. Exec. Law §§ 290 et seq. and New York City Admin. Code §§ 8-107 et seq. This Court has jurisdiction over plaintiffs’ federal claims pursuant to 42 U.S.C. § 2000e5(f), 28 U.S.C. §§ 1331 and 1343(a)(4), and has supplemental jurisdiction over the state law claims pursuant to 28 U.S.C. § 1367.
3. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b) & ( c). Willis of New York, Inc.’s principal place of business is located in the Southern District of New York and
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a substantial part of the unlawful acts set forth below occurred in this district. 4. Plaintiffs have exhausted their administrative remedies pursuant to 42 U.S.C. §
2000e5(f)(3) as follows: a. Reference is made to Hnot, et al. v. Willis Group Holdings Ltd., et al., 01-CV6558 (GEL) (“Hnot”), the class action recently concluded in this Court in which Shelly Hnot (“Hnot”) and Heidi Scheller (“Scheller”) brought claims virtually identical to those set forth in this action on behalf of themselves and a class of Willis officers and officer-equivalents. Prior to filing suit, Hnot and Sheller (1) filed a charge with the Equal Employment Opportunity Commission (“EEOC”); (2) received a determination from the EEOC that Willis subjected them and similarly situated female employees to a pattern and practice of discrimination because of their sex; (3) received a notice of their right to sue on behalf of those similarly situated female employees dated July 12, 2001; and (4) timely filed the Hnot action. The specific allegations in the EEOC charge of Hnot and Scheller, including that defendants’ unlawful acts were ongoing, and the broad scope of the EEOC investigation, placed defendants on notice of the issues raised in this complaint and gave defendants an opportunity to investigate and address those issues. As such, plaintiffs Adrianne Cronas, Linda Pasichnyk and Theresa Reardon, who are three of those similarly situated female employees referenced in the EEOC charge and, accordingly, members of the Rule 23(b)(2) class certified in Hnot, may be deemed as a matter of law to have met their administrative exhaustion requirements pursuant to 42 U.S.C. § 2000e5(f)(3).
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b. Under this rationale, this Court ruled in Cronas v. Willis Group Holdings, Ltd., 2007 WL 2739769, at *2 (S.D.N.Y. Sept. 17, 2007), that the single-filing rule permitted plaintiff Cronas to “piggyback” onto the timely-filed charges in Hnot, and that Cronas had thereby satisfied the administrative prerequisites of Title VII for the purposes of her own federal action. For the same reasons, Theresa Reardon and Linda Pasichnyk have also satisfied these administrative prerequisites.
c. In addition, plaintiff Linda Pasichnyk filed a charge with the EEOC on April 26, 2007, and an amended charge on March 14, 2008, on behalf of herself and all current and former female employees ranked as Assistant Vice President or higher, alleging a pattern and practice of sex discrimination by Willis towards these women. Copies of her charge and amended charge are attached hereto as Exhibits 1 and 2, respectively. Plaintiff Pasichnyk subsequently received a notice of her right to sue dated April 29, 2008, a copy of which is attached hereto as Exhibit 3. Plaintiffs Cronas and Reardon are similarly situated women covered by the Pasichnyk charge as well as the Hnot and Schiller charge.
III. THE PARTIES 5. Plaintiff Adrianne Cronas (“Cronas”) is a female resident of the State of New
Jersey and was employed by Willis as a Vice President, Senior Vice President and Executive Vice President from in or about September 1996 until in or about June 2004.
6. Plaintiff Linda Pasichnyk (“Pasichnyk”) is a female resident of the State of New York and has been employed by Willis as an Assistant Vice President and a Vice President since
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in or about 1997. 7. Plaintiff Theresa Reardon (“Reardon”) is a female resident of the State of
Massachusetts and was employed by Willis as an Account Manager and Client Manager – both officer-equivalent positions – from in or about June 1998 until in or about May 2004.
8. Defendant WNA is an insurance brokerage firm which employs approximately 5,500 persons in the United States either directly or through subsidiaries. The defendant also does business under the shorter name “Willis.”
9. WNA is a wholly-owned subsidiary of defendant Willis Group Holdings, Ltd., which is headquartered in London, England. In the fall of 1998, Willis Corroon PLC, the predecessor to Willis Group Holdings Ltd., was purchased by Trinity Holdings, a corporation which KKR formed and in which KKR was the majority shareholder. WNA was previously known as Willis Corroon of America.
10. Defendant Willis New York is a wholly-owned subsidiary of Defendant Willis Group Holdings, Ltd. It is one entity through which WNA operates in the state of New York.
11. Defendant Willis New Jersey is a wholly-owned subsidiary of Defendant Willis Group Holdings, Ltd. It is one entity through which WNA operates in the state of New Jersey.
12. Defendant Willis Massachusetts is a wholly-owned subsidiary of Defendant Willis Group Holdings, Ltd. It is one entity through which WNA operates in the state of Massachusetts.
13. In the United States, Willis operates through various subsidiaries, such as defendant “Willis of New York, Inc.,” in order to comply with state insurance regulations.
14. Willis controls the actions of its subsidiaries through Regional Vice Presidents, Regional Executive Officers, or Regional Directors supervising several separate offices and
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reporting to Willis’s United States headquarters. 15. At times material herein, the officers of individual subsidiaries such as Willis of
New York, Inc. have also held positions in the regional organization of WNA. For example, while serving as CEO of Willis Corroon New York (now known as Willis of New York, Inc.) until April 1999, John Kelly also served as the Regional Director (later called Regional Executive Officer) of Willis’s Northeast Region and as Director of Willis’s National Risk Management Solutions (“RMS”).
16. The various subsidiaries and offices of Willis are centrally controlled by Willis and operate as a single, integrated enterprise. The collective unit is referred to herein as Willis or WNA. WNA is similarly controlled by Willis Group Holdings, Ltd. IV. PRACTICES CHALLENGED
17. At all times material herein, female officers and officer-equivalents were routinely subjected to a pattern and practice of sex discrimination affecting the terms and conditions of their employment at Willis. These practices reflect Willis’s standard operating procedure, which served to create a glass ceiling adversely affecting its female employees.
18. Upon information and belief, in or about September 1997, Willis formed a Diversity Committee to which Joseph McSweeny (“McSweeny”), then Chief Operating Officer of the Tri-State Region (comprised of New York, New Jersey, and Connecticut), was appointed. McSweeny formed a subcommittee to which he appointed, inter alia, Henry “Hank” Ehrlich. The Diversity Committee was limited to investigating diversity issues regarding race and gender, because, although discrimination based upon disability, religion, national origin, age, and marital status were also “issues,” they were not as “high profile,” and would not be investigated or
6

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explored. 19. Upon information and belief, the Diversity Committee found that “diversity” was
close to non-existent at Willis and that there were only a handful of officers who were other than Caucasian males. The Committee reported its findings, but offered no solutions. Willis ignored a recommendation that it retain a professional consultant, Meg Armstrong, who was experienced in diversity and employment practices.
20. Upon information and belief, during a Committee luncheon held to consider the patent disparity in the workplace, Ehrlich stated that “the reason women can’t get ahead in business is because they can’t go out to dinner at night.” Even though the existence of a glass ceiling had been confirmed, the Committee was disbanded. No actions were adopted or undertaken to remedy the situation.
21. Willis supervisors above the level of Assistant through Executive Vice President, who were exclusively men, were entrusted with unfettered discretion in the discharge of their duties, which has afforded them the opportunity to apply their own personal preferences and biases to employment decisions. Collectively, these decisions constitute a practice that is excessively subjective and has no legitimate business justification. As a result, qualified female employees have been intentionally denied employment opportunities and benefits that were available to similarly situated male employees. Moreover, female employees have been adversely affected by these excessively subjective practices. Accordingly, the practices identified above are being challenged under systemic disparate treatment and disparate impact theories of discrimination.
i. Discrimination in Compensation: At all times material herein, Willis had a
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pattern of paying female officers and officer-equivalents salaries which were substantially lower than the salaries paid to males with similar or lesser skills and similar or lesser experience who were performing similar work. Moreover, Willis also had a pattern of manipulating bonus and commission payments and the grant of stock options to give preferential treatment to males and to discriminate against females. The combined result was a significant disparity in the total compensation paid to females as compared to similarly situated males.
ii. Discrimination in Assignments and Promotions: At all times material herein, Willis has discriminated against female officers and officer-equivalents with respect to assignments and promotions in two ways:
a. Willis has discriminated against female officers and officer-equivalents seeking positions involving either lateral moves or promotions by refusing to consider female candidates, by hiring males outside Willis rather than promoting qualified females from within, by employing excessively subjective decision-making criteria, and generally by awarding such positions to males with lesser qualifications than similarly situated women.
b. Willis has discriminated against female officers and officer-equivalents by steering more business and assigning more profitable accounts to males and away from females. Thus, Willis has hindered females from gaining the experience and prominence associated with these assignments, which in turn has an adverse affect on both their future career paths and on their current income.
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iii. Discrimination in other terms and conditions of employment: At all times material herein, Willis has discriminated against female officers and officer-equivalents with respect to their overall terms and conditions of employment.
a. Willis has scrutinized the expenses incurred by females far more strictly than for males.
b. Willis requires women to complete a greater volume of work and to work a greater number of hours than similarly situated males.
c. Willis supervisors have subjected females to far greater scrutiny and harsher criticism than they have similarly situated males.
iv. Retaliation: Willis has retaliated against women who complained either internally or externally about Willis’s treatment of women employees by, inter alia, blocking their advancement and by terminating their employment, either explicitly or constructively. V. CLASS ACTION ALLEGATIONS
22. Plaintiffs request that the Court certify a Rule 23(b)(3) class consisting of all current and former female officers or officer-equivalents employed by defendants at any time from 1998 to the time of trial, and a rule (23)(b)(2) class consisting of all current and former female officers or officer-equivalents employed by defendants in the Northeast Region at any time from 2002 to the time of trial and all current and former female officers or officerequivalents employed by defendants in the rest of the country at any time from 1998 to the time of trial.
23. The action is properly maintainable as a class action under the requirements of Rule 23(a). The class members are sufficiently numerous to make joinder of all members
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impracticable. Upon information and belief, Willis employs, and employed during the pertinent period, hundreds of female officers and officer-equivalents throughout the country.
24. The claims alleged by plaintiffs raise questions of law or fact common to the class. These common questions include:
a. whether Willis permitted and still permits managers excessive subjectivity in making promotion decisions;
b. whether Willis permitted and still permits managers excessive subjectivity in making compensation decisions;
c. whether this excessive subjectivity had and continues to have a disparate impact on female officers and officer-equivalents;
d. whether this excessive subjectivity represented and continues to represent a deliberate action by Willis to block promotion of female officers and officer-equivalents and to compensate female officers and officerequivalents less than similarly situated males;
e. whether Willis has discriminated and continues to discriminate against females in compensation, promotion, and other terms and conditions of employment in violation of Title VII and similar applicable state and city laws;
f. whether Willis has failed to take reasonable steps to prevent and correct discrimination against female officers and officer-equivalents on the basis of their sex; and
g. whether Willis has retaliated against female officers and officer-
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equivalents who have protested, disclosed, talked about or otherwise opposed discrimination. 25. The claims alleged on behalf of the plaintiffs are typical of those of the class. All of the claims arise from Willis’s policies and practices permitting excessively subjective decision-making with respect to promotion opportunities and compensation, and permitting senior management to subject female officers and officer-equivalents to a hostile work environment. 26. The class representatives and their counsel will adequately and fairly protect the interests of the class. 27. This action is properly maintained as a class action under Federal Rule of Civil Procedure 23(b)(2) because the party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief and corresponding declaratory relief with respect to the class as a whole. 28. The class action is properly maintainable as a class action pursuant to Rule 23(b)(3) because the questions of law and fact common to members of the class predominate over questions affecting only individual members and a class action is superior to other available methods for the fair and efficient resolution of this controversy. VI. ALLEGATIONS OF PLAINTIFF CRONAS 29. Cronas was hired in September 1996 as a Vice President to start an environmental insurance specialty practice for the Willis Tri-State Region out of the New York office. She was hired at a salary of $65,000. She was to bring in new business and cross-sell the existing book of business.
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30. In or about 1997, with environmental business exceeding expectations, Willis made the environmental practice a stand-alone department, with Cronas at its head. Cronas continued to sell and grow the environmental practice.
31. By 1998, the Tri-State environmental practice, housed in the New York office, was thriving. The New York CEO, John Kelly, took Cronas to a meeting of company CEOs in Boston to explain how she and her department were so successful, and also appointed Cronas to the management committee of the New York office. Cronas was the only team leader on the management committee who was female.
32. Nevertheless, in 1998, Jeffrey Gardner was hired over Cronas as a Senior Vice President and Regional Environmental Practice Leader in New York and he replaced Cronas on the management committee. Upon information and belief, Gardner had been an underwriter for an insurance company and had no insurance brokerage background or experience. Although Gardner became the leader of the Environmental Practice, Cronas effectively continued to run the department and to produce approximately 80% of its business. Cronas had not been offered either the positions of Senior Vice President or Regional Environmental Practice Leader, although she was more qualified for those positions than Gardner.
33. Gardner determined what out-of-town meetings Cronas could attend, and Cronas was frequently denied permission to attend such meetings, which among other things provided opportunities for business development. Meanwhile, upon information and belief, many of the male officers and team leaders were often out of the office on Fridays during the spring and summer months playing golf with clients.
34. In or about early 1999, when Cronas threatened to quit, defendants made Cronas a
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Senior Vice President and the Manager of the New York Environmental Department, charged with developing business in the Tri-State area. She also continued to serve as a significant source of support on environmental practice matters throughout the Northeast.
35. As Senior Vice President and Manager of the New York Environmental Department, Cronas developed and produced business in New York, New Jersey, Pennsylvania, Massachusetts and New Hampshire. Cronas worked directly with the local Willis brokers in those offices to develop and produce environmental business, and she also hired or trained a person in-house in some of those offices to develop and produce environmental business.
36. In or about late 1998 or early 1999, upon information and belief, certain male officers, team leaders and/or significant business producers received stock or stock options. Cronas was not offered, and did not receive, stock or stock options and was not aware that any such compensation had been offered.
37. In or about 1999, Gardner became head of defendants’ National Environmental Practice. Shortly thereafter, in or about 2000, Gardner resigned and was replaced by Kenneth Ayers, who took the position in or about November 2000.
38. In 1998, when Cronas was expanding the department, she posted the job of client service manager within Willis. A woman who had been with Willis for more than 10 years at that time applied for the job. She informed Cronas that, although she handled most of the major accounts in her department, she had never received a promotion to Vice President. She also informed Cronas that she had trained several young men in her department who were then fasttracked right over her, and that they had been given privileges such as attending golf outings, entertaining clients and going on renewal trips while she was doing the work on the accounts.
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Cronas hired her and after less than a year promoted her to Vice President, despite resistance from Willis.
39. From 1999 to 2002, Cronas continued to grow the business of her department. In 2001, the department produced more than $2.5 million in new business revenue. Cronas was responsible for producing approximately 90% of that business. In 2002, her department produced approximately $5.5 million in new business revenue. Cronas was appointed to the position of Executive Vice President in 2002. During this period of time, and during other periods of her employment at Willis, Cronas was an exceptional producer of business.
40. Cronas almost always encountered resistance when attempting to get raises for the women in her department, resistance which was absent when it came to raises for the men. Obtaining promotions for men was also easier than obtaining promotions for women.
41. In 2002, when Cronas promoted her administrative assistant, who was dynamic and qualified, to the position of insurance technician, the CEO’s assistant commented to Cronas that it was more than unusual for someone in the assistant’s position to be promoted at all at Willis.
42. It was an acceptable practice at Willis for some men to have personal assistants to help them deal with email. Upon information and belief, none of the women officers had a personal assistant.
43. Upon information and belief, during the entire time Cronas was employed by Willis, she made less in compensation than comparable male officers, team leaders and exceptional producers of business. Upon information and belief, Cronas was not offered stock and stock options that were offered to and received by comparable male officers, team leaders
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and exceptional producers of business and, when she was given stock or options, the amounts she received were, upon information and belief, lower than those given to comparable males. For example, upon information and belief, male exceptional producers who qualified for the Exceptional Producers Council and who produced business in the previous fourth quarter were given 500 stock options every year from 2001 to 2003. Cronas produced such business and qualified as a member of that Council every year during those years but did not receive the 500 stock options.
44. In or about late 2002, Cronas requested a transfer to the Willis office in Philadelphia for financial reasons, as her husband had been out of work for a long time. Gary Mathieson, who was then the New York CEO, told Cronas that he could not afford to lose her in New York, and said he would get her a raise. Although Willis then had a hiring freeze and was not giving raises, Mathieson reported back to Cronas that he had secured for her a raise of $35,000 in her base salary. When Cronas asked him how he was able to manage that, he replied in substance that when they had evaluated what Cronas made and compared it to her counterparts, there was room to give her a raise.
45. In or about February 2004, Shelley Hnot was deposed in the Hnot case. Hnot testified that Cronas told her that she was unhappy about Gardner being hired over her head and about not being given the position and the commensurate salary, and that Cronas felt that she was doing the work and Gardner was getting the credit. Cronas was not aware of Hnot’s deposition or the substance of her testimony at the time.
46. In or about March 2004, Cronas was demoted and relieved of her management duties. She was removed as manager of the Environmental Practice.
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47. In or about June 2004, Cronas was terminated. She was replaced by a man who had no environmental insurance or brokerage experience, at a salary of $250,000, far in excess of Cronas’s salary of $185,000.
48. Upon information and belief, Cronas’s demotion and termination were discriminatory and retaliatory. VII. ALLEGATIONS OF PLAINTIFF PASICHNYK
49. Pasichnyk has been employed by Willis since January 1990 – for over 17 years. In this time, she has worked her way up through the ranks of Assistant Account Manager, Account Manager, Assistant Vice President, and Vice President in the Property Claims Department of the New York office.
50. Prior to joining Willis, Pasichnyk spent ten years (1979 – 1989) working for the Property Casualty Division at Frank B. Hall & Company, a retail insurance brokerage agency. William Quinn, a former Chairman of Frank B. Hall who later became a Chief Operations Officer at Willis, recruited Pasichnyk to work for Willis.
51. Pasichnyk has always received favorable performance reviews and other commendations, including numerous awards for service excellence, at Willis. She has been praised by clients for her professionalism, approachability, diligence, and efficiency, and for providing invaluable support – technical and otherwise – in the wake of tragedies like the attacks of September 11, 2001.
52. In October 1997, as an officer in the Property Claims Department who had been with Willis for over seven years, Pasichnyk earned a salary of about $55,000 per year. In October 1997, Daniel Heefner was hired as an officer in the Property Claims Department to
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perform duties comparable to those of Pasichnyk at a starting salary of $85,000 per year. In October 2005, as a Vice President who had been with Willis for over 15 years, Pasichnyk earned a salary of $76,800 per year – lower than Heefner’s starting salary eight years earlier.
53. For years, Willis paid Pasichnyk a substantially lower salary than Heefner, even though Pasichnyk trained Heefner, introduced him to insurance carriers, traveled on business far more than he did, and routinely conducted on-site inspections for which Heefner was responsible.
54. On September 11, 2001, in response to a directive from Willis management, Pasichnyk went to the World Trade Center to assess the damage on behalf of Willis clients. She watched as people jumped from the first tower, where some of her friends worked. Pasichnyk was on location when the second tower collapsed, knocking her to the ground, covering her in rubble and subsuming her in a dark cloud of dust. For years after 9/11, Pasichnyk – not Heefner, who would not go near Ground Zero – conducted inspections for Port Authority and other clients who were contending with the structural after-effects of the attack. Not only did Willis continue to pay Pasichnyk a lower salary than Heefner, but the company would not even cover the cost of the clothing that Pasichnyk ruined while inspecting Ground Zero on 9/11.
55. In October 2005, Willis hired Mike Kennedy as a Vice President in the Property Claims Department – the same position as Pasichnyk – at a starting salary of $140,000 per year. Willis paid Pasichnyk hardly more than half of Kennedy’s salary, even though Kennedy had fewer years of experience than Pasichnyk and he performed less well on the job, at times requiring Pasichnyk to clean up his work in order to salvage client relationships. Willis
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management, including Eric Vorvoort and Paul Gallo, protected Kennedy from the consequences of poor performance reviews and even rewarded him with additional compensation.
56. On one occasion, Kennedy lifted Pasichnyk under her arms and alongside her breasts and carried her down the hall after she refused his offer of assistance with the files she was transporting. Despite Pasichnyk’s complaints to Willis management about Kennedy’s inappropriate conduct, Kennedy was not meaningfully, if at all, disciplined.
57. Upon information and belief, Willis has indicated that Kennedy is being groomed to one day manage the Property Claims Department. Despite her superior work performance, Pasichnyk has never been considered as a candidate for such promotion.
58. Pete DeVitto, who at one time oversaw the Property Division at Willis, once told Pasichnyk that she did not receive a higher raise because he had to “take care of the boys.” DeVitto routinely denigrated Pasichnyk and subjected her to descriptions of pornography that he viewed on his computer. When Steve Puleio, Pasichnyk’s direct supervisor, recommended a female for Heefner’s position, DeVitto told him that he would never hire another female for the Property Claims Department.
59. Willis has also discriminated against Pasichnyk in the distribution of work assignments. Since Kennedy’s hiring, Willis management, including Paul Gallo and Leslie Nylund, has funneled all new accounts to Kennedy instead of Pasichnyk despite her superior work performance.
60. During the 1990’s, although Pasichnyk was responsible for the Pepsi Cola account and successfully handled a number of the client’s losses, high level male officers of Willis took steps to undermine Pasichnyk’s relationship with Pepsi. On one occasion, Greg
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Lynch, the account executive on the Pepsi account, excluded Pasichnyk from a significant Pepsi meeting in Europe. In general, Pasichnyk has had a more difficult time securing approval for business travel than her similarly-situated male colleagues at Willis.
61. Willis has routinely given preference to men in the distribution of commissions. On one occasion, although Pasichnyk secured the business of GE Capital, a client that had reached out to Pasichnyk after leaving Willis, Craig Sutherland received the credit – and therefore the commission – for re-obtaining GE’s business.
62. The practice of making compensation, promotion, and other employment determinations on the basis of gender has continued under the leadership of Pete DeVitto’s successors. Steve Puleio informed Pasichnyk that management was holding her back from higher compensation and promotions.
63. Female Willis employees have complained about Paul Gallo, who oversaw the Casualty and Property Claims Departments at Willis in or about 2006-2007, for routinely speaking of his female colleagues and women generally in derogatory terms. On one occasion, Gallo referred to a female subordinate in the Casualty Claims Department as a “fat bitch.”
64. Willis’s discriminatory environment left Pasichnyk sleepless, feeling ill and extremely upset.
65. Pasichnyk’s emotional well-being deteriorated further when, in May 2007, the New York office was relocated to One Word Financial Centre and Willis management placed Pasichnyk in a work space with windows facing Ground Zero. Seeing Ground Zero on a daily basis brought back images of September 11, 2001. Pasichnyk’s feelings of distress became so overwhelming that she sought psychiatric care. Her psychiatrist diagnosed her with Post-
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traumatic Stress Disorder (“PTSD”), Major Depressive Disorder as a progression of PTSD, Generalized Anxiety Disorder related to PTSD, and Panic Disorder related to PTSD.
66. On June 8, 2007, at her doctor’s recommendation, Pasichnyk went out on disability leave. VIII. ALLEGATIONS OF PLAINTIFF REARDON
67. Reardon was hired by Willis in June 1998 as an Account Manager servicing medium to large accounts in the professional liability practice of the Boston office. She started at a salary of approximately $40,000.
68. In or about 2000, Reardon assumed the role of Client Manager in what was then called the Commercial Accounts/Lines Department at a salary of approximately $46,000. This change in title did not constitute a promotion; on information and belief, Willis had renamed the “Account Manager” position to “Client Manager.”
69. As a Client Manager, Reardon handled accounts ranging in size from small businesses to large corporations. Reardon’s professional liability work prepared her well for this role because both positions required her to manage a large volume of complex accounts and to engage in similar day-to-day procedural practices.
70. Prior to joining Willis, Reardon worked for two years as an underwriter for Landy Insurance Agency.
71. Reardon consistently received favorable performance reviews during her tenure at Willis.
72. In or about 2001, Reardon requested a promotion and raise from her supervisor, Melinda Bendt (“Bendt”). Reardon expressed to Bendt her belief that she deserved recognition
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of her level of tenure and high quality work product in the form of a raise and promotion to Assistant Vice President.
73. Bendt told Reardon that she would “see what happens.” No raise (other than the standard annual 2-3% increase), or promotion, materialized.
74. Shortly after Reardon unsuccessfully requested a raise and promotion, Vernon Nixon (“Nixon”), a male Client Manager in the Commercial Accounts Department, received a promotion to Assistant Vice President. On information and belief, Nixon had been with Willis for only about a year at the time of his promotion.
75. Reardon and Nixon had largely indistinguishable roles at Willis – they handled accounts that were roughly the same in number and size and carried out similar tasks and met similar standards in servicing these accounts. However, unlike Reardon, Nixon was reportedly disorganized in his work. In addition, Reardon possesses a law degree, which enabled her to provide value-added service to her clients. For instance, Reardon was able to review insurance contracts from both an insurance and a legal perspective and, when necessary, to alert her clients to potential problems warranting consultation with their lawyers.
76. On information and belief, Nixon was promoted to Assistant Vice President before any of the similarly situated female Client Managers in his department were promoted.
77. In or about the time period of Nixon’s promotion, Bendt asked Reardon to fill in for a woman on maternity leave from the Executive Risks Department, allegedly because Reardon’s legal background would be helpful in that role, and also to cover for those on vacation in the professional liability practice at the request of the practice’s head. For several months, Reardon skillfully juggled these added duties in addition to her regular Commercial accounts
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workload. 78. Subsequent to Nixon’s promotion, Reardon approached Bendt a second, and
perhaps a third, time to request a raise and promotion. Reardon referenced all of the additional work she had handled at Bendt’s request. Those extra responsibilities aside, Reardon informed Bendt that, based on market research, she was being paid significantly below the market rate for her position and experience in the insurance industry. On information and belief, Reardon was also earning substantially less than similarly situated males at Willis.
79. While other Account and Client Managers at Willis, including Nixon, held Assistant Vice President or Vice President titles, Reardon was never promoted to an officer position during her tenure at Willis.
80. Reardon remained in the Client Manager position until she left Willis in May 2004 at a salary of approximately $52,000.
81. Reardon left Willis because she was undervalued, and treated disparately, in terms of compensation and promotion.
82. Reardon indicated on her exit interview form that Willis’s employment practices showed bias and favoritism.
83. During her tenure at Willis, Reardon also observed that female employees were criticized more harshly and held to a higher standard by supervisors than their male counterparts.
CLASS CLAIMS CLASS-WIDE COUNT I Violation of Title VII – Disparate Impact 84. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 83.
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85. Willis has maintained a system for making promotion and compensation decisions that is excessively subjective and which has a disparate impact on female officers and officerequivalents.
86. The defendants’ discriminatory practices described above have denied female officers and officer-equivalents promotional opportunities and compensation to which they are entitled, which has resulted in the loss of past and future wages and other job benefits for Plaintiffs and members of the class.
87. These employment practices violated § 703 of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e-2.
CLASS-WIDE COUNT II Violation of Title VII – Disparate Treatment 88. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 87. 89. Willis has maintained a system for making promotion and compensation decisions that is excessively subjective and through which defendants discriminate against female officers and officer-equivalents by denying them the same opportunities for upward mobility and compensation afforded to similarly situated male employees. 90. The defendants’ discriminatory practices described above have denied female officers and officer-equivalents promotional opportunities and compensation to which they are entitled, which has resulted in economic loss, emotional distress and other harm for which they are entitled to compensation. 91. Defendants have undertaken these discriminatory practices willfully or with reckless disregard for employees’ rights protected under Title VII.
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92. These employment practices violate § 703 of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e-2.
CLASS-WIDE COUNT III Violation of Title VII – Retaliation 93. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 92. 94. Female officers and officer-equivalents opposed unlawful employment practices by informing Willis employees and managers that there were problems with unequal treatment of female employees, and by filing charges of discrimination with the EEOC. Such activities are protected under § 704(a) of the Civil Rights Act of 1964, 42 U.S.C. § 2000e-3. 95. Following such actions, employees have been demoted and terminated by Willis. These actions constitute retaliation in violation of § 704(a) of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e-3. 96. The defendants’ discriminatory practices described above have caused employees harm, including economic loss and emotional distress. 97. Defendants have undertaken these discriminatory practices willfully or with reckless disregard for employees’ rights protected under Title VII. 98. Accordingly, the defendants violated employees’ rights protected by § 704 of Title VII of the Civil Rights Act of 1964, as amended.
CLASS-WIDE COUNT IV Violation of New York State and New York City Human Rights Statutes:
Disparate Impact 99. Plaintiffs repeat and reallege the allegations contained in paragraphs 1
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through 98. 100. Willis has maintained a system for making promotion and compensation decisions
that is excessively subjective and which has a disparate impact on female officers. 101. The defendants’ discriminatory practices described above have denied female
officers and officer-equivalents promotional opportunities and compensation to which they are entitled, which has resulted in the loss of past and future wages and other job benefits to members of the class.
102. Defendants have undertaken these discriminatory practices willfully or with reckless disregard for employees’ rights protected under the New York State and City Human Rights Laws.
103. These employment practices violate and N.Y. Exec. Law §§ 290 et seq. and New York City Admin. Code § 8-107 et seq.
CLASS-WIDE COUNT V Violation of New York State and New York City Human Rights Statutes:
Disparate Treatment 104. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 103. 105. Willis has maintained a system for making promotion and compensation decisions that is excessively subjective and through which defendants discriminate against female officers by denying them the same opportunities for upward mobility and compensation afforded to similarly situated male employees. 106. The defendants’ discriminatory practices described above have denied female
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officers and officer-equivalents promotional opportunities and compensation to which they are entitled, which has resulted in economic loss, emotional distress and other harm for which they are entitled to compensation.
107. Defendants have undertaken these discriminatory practices willfully or with reckless disregard for employees’ rights under the New York State and New York City Human Rights laws.
108. These employment practices violate and N.Y. Exec. Law §§ 290 et seq. and New York City Admin. Code § 8-107 et seq.
CLASS-WIDE COUNT VI Violation of New York State and New York City Human Rights Statutes:
Retaliation 109. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 108. 110. Female officers and officer-equivalents opposed unlawful employment practices by informing Willis employees and managers that there were problems with unequal treatment of female employees, and by filing charges of discrimination with the EEOC. Such activities are protected under the New York City and New York State Human Rights Laws. 111. Following such actions, employees have been demoted and terminated by Willis. These actions constitute retaliation in violation of N.Y. Exec. Law §§ 290 et seq. and New York City Admin. Code § 8-107 et seq. 112. The defendants’ discriminatory practices described above have caused employees harm, including economic loss and emotional distress.
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113. Defendants have undertaken these discriminatory practices willfully or with reckless disregard for employees’ rights under the New York State and New York City Human Rights laws.
114. Accordingly, the defendants violated employees’ rights protected by N.Y. Exec. Law §§ 290 et seq. and New York City Admin. Code § 8-107 et seq.
ADRIANNE CRONAS’S INDIVIDUAL CLAIMS INDIVIDUAL COUNT I
Violation of Title VII – Discriminatory Termination 115. Plaintiff Cronas repeats and realleges the allegations contained in paragraphs 1 through 114. 116. Cronas was an experienced and qualified officer and manager of Willis’s Environmental Practices department. Despite her qualifications, she was demoted and terminated and replaced by a less qualified male employee at a higher salary. 117. Upon information and belief, Cronas’s termination was motivated in substantial part based on her gender, in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.
INDIVIDUAL COUNT II Violation of New York State and City Human Rights Laws – Discriminatory Termination
118. Plaintiff Cronas repeats and realleges the allegations contained in paragraphs 1 through 117.
119. Cronas was an experienced and qualified officer and manager of Willis’s Environmental Practices department. Despite her qualifications, she was demoted and
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terminated and replaced by a less qualified male employee at a higher salary. 120. Upon information and belief, Cronas’s termination was motivated in substantial
part based on her gender, in violation of N.Y. Exec. Law §§ 290 et seq., and New York City Admin. Code § 8-107.
PRAYER FOR RELIEF WHEREFORE Plaintiffs respectfully request this Court: A. Declare that the practices described in this complaint exist at Willis and that they are unlawful; B. Issue a permanent injunction prohibiting the Defendants, their employees, agents, officers and successors, from engaging in the discriminatory employment practices complained of herein; C. Issue a permanent mandatory injunction requiring that Defendants adopt employment practices in conformity with the requirements of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq, and the New York State and City Human Rights Laws; D. Award back pay and other job benefits sufficient to make Plaintiffs whole; E. Award compensatory and punitive damages appropriate to the proof at trial; F. Award reasonable attorneys’ fees and costs, including expert fees; and G. Order such other and further relief as the Court deems just and proper.
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 UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------x

:

ADRIANNE CRONAS, LINDA PASICHNYK, :

and THERESA REARDON, individually and on :

behalf of all similarly situated persons,

:

:

Plaintiffs,

:

:

-v-

:

:

WILLIS GROUP HOLDINGS LTD., et al.,

:

:

Defendants.

:

:

--------------------------------------------------------------x

06 Civ. 15295 (GEL) OPINION AND ORDER

GERARD E. LYNCH, District Judge:

Plaintiff Theresa Reardon is one of the named plaintiffs and would-be class

representatives in this putative class action for employment discrimination on the basis of sex.

Defendants, however, point out that Reardon’s employment contract contains a prominent

provision requiring arbitration of “any dispute arising either under this Agreement or from the

employment relationship.” (Plevan Decl. Ex. A § 6.) Relying on this provision, they move to

dismiss Reardon’s claims and compel arbitration. The motion will be granted.

Reardon “concede[s] that [the Court] has the authority to send [her] individual claims to

arbitration.” (P. Mem. 2.) She could hardly do otherwise. The Federal Arbitration Act

establishes a “federal policy favoring arbitration” and “mandates enforcement of agreements to

arbitrate claims.” Shearson/American Express, Inc. v. McMahon, 482 U.S. 220, 226 (1987)

(citation and internal quotation marks omitted). The provisions of the Act are “mandatory,”

requiring “that district courts shall direct the parties to proceed to arbitration on issues as to

which an arbitration agreement has been signed.” Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d

840, 844 (2d Cir. 1987) (citation and internal quotation marks omitted; emphasis in original). Here, Reardon acknowledges that the parties have agreed to arbitrate, that all of her discrimination claims are within the scope of the arbitration agreement, and that there is no express or implied statutory policy against arbitration of federal employment discrimination claims. See Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 35 (1991). Reardon’s claims are thus subject to arbitration, and the Court must grant defendants’ motion to dismiss her claims from this case and compel arbitration of those claims.
Reardon does not contend otherwise. Instead of arguing the merits of defendants’ concededly meritorious motion, she argues that the Court should simply defer ruling on the motion until after the Court has ruled on plaintiffs’ anticipated class certification motion. This puts the cart before the horse. A plaintiff cannot seek class certification if she has no claim that is properly before the Court in the first place. Whether other plaintiffs succeed in securing class certification, or whether Reardon could potentially be included as a member of whatever class might eventually be certified, has no bearing on the present motion. Nor is it significant that Reardon, if forced to arbitrate her claims, might seek to assert claims in arbitration on behalf of a broader class. (The Court, of course, expresses no view on whether such a maneuver would be successful; that question would be for the arbitrators to resolve.) Reardon has asserted claims against defendants in this action; those claims are arbitrable at defendants’ demand; defendants have demanded that the claims be arbitrated rather than litigated. Accordingly, the motion to compel arbitration must be granted. The Court cannot, and will not, avoid ruling on a motion the merit of which is clear and, indeed, conceded in order to further the tactical goals of one or another party.
2

 
 UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------x

:

ADRIANNE CRONAS, LINDA PASICHNYK, :

and THERESA REARDON, individually and on :

behalf of all similarly situated persons,

:

:

Plaintiffs,

:

:

-v-

:

:

WILLIS GROUP HOLDINGS LTD., et al.,

:

:

Defendants.

:

:

--------------------------------------------------------------x

06 Civ. 15295 (GEL) OPINION AND ORDER

GERARD E. LYNCH, District Judge:

Plaintiffs are three former employees of Willis of New York (“Willis NY”) and Willis of

Massachusetts (“Willis MA”), which are subsidiaries of Willis North America (“Willis NA”),

which is in turn a subsidiary of Willis Group Holdings, Ltd. (“Willis Group”) (all entities

collectively, “Willis”). Plaintiffs claim that they were denied promotional opportunities and

equal compensation because of their sex in violation of federal and state law. They purport to

represent a class of all current and former female officers or officer-equivalents employed by

Willis Group and its subsidiaries nationwide.

In a joint letter dated September 23, 2008 (the “Joint Letter”), the parties seek resolution

of two points of contention regarding discovery: (1) the appropriate geographic scope of

defendants’ document production regarding compensation policies and practices; and (2)

defendants’ obligations with respect to electronic discovery.

I. Geographic Scope of Document Production
To date, defendants have produced documents relating to promotion and compensation
decisions regarding plaintiffs Cronas and Pasichnyk, who were employed by Willis NY, and
documents relating to promotion and compensation decisions regarding officers and officerequivalents at Willis NY generally.1 (Id. 18-19.) Plaintiffs seek production of documents
relating to the compensation and promotion decisions regarding officers and officer-equivalents at Willis Group and its subsidiaries nationwide.2 Although Cronas and Pasichnyk themselves
only worked for one of forty-six Willis entities incorporated in the United States, see Joint Letter
11, plaintiffs argue that nationwide discovery is justified because decision-making regarding
compensation for Willis employees across the country was conducted centrally.
The scope of discovery allowed under the Federal Rules is “very broad,” Maresco v.
Evans Chemetics, Div. of W.R. Grace & Co., 964 F.2d 106, 114 (2d Cir. 1992), but it is still
limited to “nonprivileged matter that is relevant to any party’s claim or defense,” Fed. R. Civ. P.
26(b)(1). Beyond that, a court may for “good cause” order discovery on any matter “relevant to
the subject matter involved in the action.” Id. However, a court “must limit the frequency or
extent of discovery otherwise allowed . . . if it determines that . . . the burden or expense of the
1 Defendants have not produced discovery regarding plaintiff Reardon, who was employed by Willis MA, pending resolution of a motion to dismiss her claims. See Motion to Dismiss and Compel Arbitration of Plaintiff Theresa Reardon’s Claims, filed August 7, 2008 (Doc. #32.) This dispute therefore relates only to plaintiffs Cronas and Pasichnyk.
2 In the joint letter, plaintiffs describe their request as production of a “nationwide employee database for analysis of gender disparity in compensation.” (Joint Letter 9.) However, defendants correctly point out that the actual request is much broader, and includes not only a database of employees’ compensation, but also “[a]ll documents containing or reflecting any decision and/or any decision-making processes or policies regarding the compensation . . . of any . . . officer or officer-equivalent.” (Pl. Ex. R to Joint Letter ¶ A.1.)
2

proposed discovery outweighs its likely benefit.” Id. 26(b)(2)(C). Here, merits discovery and class discovery are proceeding in parallel, see Order of February 4, 2008 (Doc. #26), so plaintiffs are entitled to discovery on matters that are relevant either to their substantive claims or to their class allegations. Plaintiffs fail to establish that the requested nationwide discovery is relevant to either their substantive claims or their class allegations.
Plaintiffs identify certain centralized employment policies and practices. For example, Willis Group apparently has written compensation guidelines setting forth the “principles of Willis’s compensation philosophy” (Joint Letter 5), a common employee appraisal form (id. 8), and a centralized process for “review[ing] and approv[ing] salary and bonus recommendations” for all employees nationwide (id. 5-6). Under this centralized process, recommendations made each year by management at local offices, such as Willis NY, are reviewed first by the Willis NA CEO, then by the Willis Group CFO and head of human resources, and finally by the Willis Group chairman. (Id.) Only after they have been approved by these senior executives is a compensation or promotion decision final. (Id.)
But there is no evidence that these centralized policies and practices had any discriminatory effect on the terms of plaintiffs’ employment. Plaintiffs do not dispute that local management at Willis NY were responsible for recommending their starting salaries, salary increases, bonuses, and promotions. (See id. 21.) While such recommendations were subject to approval by Willis senior management, plaintiffs cannot identify any instance in which the recommendations were not ratified. (See id. 20.) Plaintiffs do not otherwise identify any evidence that the centralized policies and practices had any discriminatory effect on them.
3

As a consequence, there is nothing to suggest that nationwide discovery would be relevant to plaintiffs’ substantive claims of discrimination. If the adverse decisions regarding plaintiffs were made locally rather than nationally, as the evidence indicates, any discrimination revealed by nationwide discovery would be the result of decisions and policies unrelated to the decisions and policies that affected plaintiffs. Evidence of discriminatory acts taken by different supervisors in different offices against different employees would not tend to prove that plaintiffs had suffered discrimination.
For similar reasons, such evidence would not tend to establish plaintiffs’ class allegations. To certify a class, plaintiffs need to prove that their claims are “typical” of the claims of other class members, and that there are “questions of law or fact common to the class.” Fed. R. Civ. P. 23(a). If the alleged discrimination is the result of recommendations made by management at Willis NY, as the evidence suggests, evidence of discrimination elsewhere would not tend to prove that plaintiffs’ claims of discrimination are typical of discrimination claims made by other, differently situated employees, nor would it reveal common questions of law or fact. Plaintiffs do not contend that such evidence would be relevant to proving any of the other requirements for class certification.
Instead, the only purpose of nationwide discovery would be to allow plaintiffs’ counsel to search for other Willis employees with colorable claims of discrimination. This is the proverbial “fishing expedition,” not an appropriate use of discovery. See, e.g., In re Western Dist. Xerox Litigation, 140 F.R.D. 264, 270 (W.D.N.Y. 1991) (denying companywide discovery where “plaintiffs indiscriminately seek full . . . data of every employing unit within Xerox despite a failure of proof that local implementation [of a reduction-in-force plan] was in any way
4

connected or related to . . . implementation in another unit.”) Moreover, the requested discovery would be burdensome on defendants. Plaintiffs seek
all documents regarding compensation and promotion decisions made between 2002 and 2007 regarding every Willis officer or officer-equivalent in all seventy Willis offices in the United States. (Joint Letter 16.) In addition, plaintiffs demand that defendants produce “their nationwide employee database for analysis of gender disparity in compensation.” (Id. 9.) Defendants claim that such a database does not exist in a usable format and would cost “hundreds of thousands of dollars” to assemble (id. 16-17), an estimate plaintiffs do not dispute. To the extent that nationwide discovery is remotely relevant to plaintiffs’ claims, the burden of production outweighs its likely benefit.
This Court rejected a request for nationwide discovery almost identical to this one in Hnot v. Willis, No. 01 Civ. 6558 (S.D.N.Y.), in which plaintiffs alleged sex-based discrimination on behalf of a purported nationwide class against the same Willis entities sued here. The Court found it “quite clear” that promotions and compensation decisions at Willis were made “on a local or at most a regional basis.” (1/9/03 Tr., Pl. Ex. 1 to Joint Letter, at 4.) The Court noted Willis’s “nationwide ‘compensation plans,’” but also that “plaintiffs do not challenge as discriminatory any feature of any of these plans.” (Id. 5.) The Court noted that “salary increases are ‘reviewed’ at the national level,” but also that “plaintiffs cite no evidence that national executives ever rejected a locally proposed increase.” (Id. 6.) The Court concluded that plaintiffs may not, “simply by alleging discrimination against them or by expressing the desire to represent a national class . . . , compel the production of extremely burdensome and expensive discovery about employment practices in other parts of the country by other decision-makers
5

who had nothing directly to do with their experiences.” (Id. 9.) On a materially similar set of facts, the same conclusion is appropriate here.
Plaintiffs request that, as an alternative to nationwide discovery, they be permitted to engage in additional discovery about the centralized “compensation review and approval process at Willis during the years 2002 to the present.” (Joint Letter 9.) Plaintiffs have already had an opportunity to engage in extensive discovery on the decision-making process at Willis, as it relates to plaintiffs and to all employees of Willis NY. Pursuant to this discovery, defendants have produced “materials relating to the review of [Willis NY] salary increase and bonus award recommendations,” and “national policies and procedures that applied not only to [Willis NY] but [to] other offices as well.” (Id. 19.) Plaintiffs request, therefore, is that defendants produce information on the review process unrelated to plaintiffs or other employees of Willis NY. This request fails for the same reasons as their request for nationwide discovery. Since there is no evidence that Willis’s centralized policies and practices discriminated against plaintiffs, evidence of how those policies and practices operated with respect to other employees is not relevant to plaintiffs’ claims. II. Electronic Discovery
The parties appear to have a number of disputes regarding electronic discovery, though the Court finds it difficult to determine the precise contours of those disputes, and so does not find them ripe for resolution. However, in the interests of expediting discovery, the Court sets forth the principles that should guide the parties in attempting to resolve these disputes themselves.
6

First, plaintiffs complain that defendants have failed to produce certain “readily identifiable and ascertainable” emails and electronic documents related to the centralized review of local compensation and promotion recommendations. (Joint Letter 9.) These are items apparently “generated by or transmitted to the Compensation Teams and the seven top officials who reviewed and approved the raises and bonuses for Willis.” (Id. 23.) But it is not clear whether these items concern compensation and promotion decisions regarding plaintiffs or any officers or officer-equivalents at Willis NY. To the extent that they do, plaintiffs are entitled to them.
Second, plaintiffs ask that the Court “order defendants, inter alia, to supplement the electronic discovery lists that we have already provided them with any missing relevant names and search terms.” (Id. 10.) Defendants do not appear to address this request, and plaintiffs do not raise it again in their reply. However, to the extent that such additional names and search terms are necessary for the delivery of “nonprivileged matter that is relevant to any party’s claim or defense,” Fed. R. Civ. P. 26(b)(1), plaintiffs are obliged to provide them.
Third, there appears to be some dispute about the mechanics of providing other electronic discovery, and whether (and how) the costs should be split. “[T]he presumption is that the responding party must bear the expense of complying with discovery requests.” Zubulake v. UBS Warburg LLC, 217 F.R.D. 309, 317 (S.D.N.Y. 2003), citing Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 358 (1978). Accordingly, “cost-shifting should be considered only when electronic discovery imposes an ‘undue burden or expense’ on the responding party.” Zubulake, 217 F.R.D. at 318. However, as the parties do not fully brief the issue, and as they indicate that they are engaged in ongoing discussions on the matter (see Joint Letter 10, 19, 26, 27), it is
7

 
 Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 1 of 12

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x

ADRIANNE CRONAS, et al.,

:

:

Plaintiffs,

:

:

- against -

:

:

WILLIS GROUP HOLDINGS, LTD., et al.,

:

:

Defendants.

:

---------------------------------------------------------------x

06 Civ. 15295 (RMB) DECISION & ORDER

I. Introductio n

On July 3, 2008, Adrianne Cronas (“Cronas”) and others (collectively, “Plaintiffs”) filed

an amended class action complaint against Willis Group Holdings, Ltd. (“Willis”), Willis of New

York (“WNY”), and certain other Willis affiliates (collectively, “Defendants”) on behalf of

themselves and a putative class of Defendants’ female employees (the “Class” or “Class Members”).1 (See Am. Compl, dated July 3, 2008.) Plaintiffs alleged “a pattern and practice of

sex discrimination and retaliation” against “female officers and officer-equivalents” by

Defendants in violation of, among other authorities, Title VII of the Civil Rights Act of 1964, 42

U.S.C. §§ 2000e et seq. (Am. Compl. ¶¶ 1, 17.) Cronas also asserted individual claims of

discriminatory termination, alleging that she was “demoted and terminated and replaced by a less

qualified male employee at a higher salary.” (Am. Compl. ¶ 116.)

On August 25, 2011, Plaintiffs filed a motion for preliminary approval of a consent

decree (“Consent Decree”) that would settle this case in its entirety and establish an

1

This case follows Hnot v. Willis Group Holdings, Ltd., No. 01 Civ. 6558 (S.D.N.Y.)

(Lynch, J.), which involved the same defendants and a nearly identical class for a different time

period. That class was certified on March 18, 2005, and the case settled on February 22, 2008.

See Hnot v. Willis Group Holdings Ltd., 228 F.R.D. 476, 482–83 (S.D.N.Y. 2005); Hnot v.

Willis Group Holdings Ltd., No. 01 Civ. 6558, 2008 WL 1166309, at *1 (S.D.N.Y. Apr. 7,

2008).

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 2 of 12
$11,595,030.85 settlement fund (“Settlement Fund”). (See Pls.’ Mem. of Law in Supp. of
Preliminary Approval of Consent Decree, dated Aug. 25, 2011 (“Prelim. App. Mem.”), Ex. A.)
Plaintiffs stated, among other things, that “[d]uring more than four years of litigation, the parties
engaged in and completed thorough discovery, including the formulation of and response to
numerous document requests and interrogatories, the review and analysis of over 200,000 emails
and documents provided by defendants, the depositions of two Class Representatives and 13
current or former officers of Willis, the retention of highly-trained experts who conducted
extensive analyses of alleged gender disparities in pay and promotions, and the depositions of
those experts.” (Prelim. App. Mem. at 1–2.) On October 18, 2011, the Court entered an order
granting preliminary approval of the Consent Decree (“Preliminary Approval Order”). (See
Order, dated Oct. 18, 2011.)
The Consent Decree provides, among other things, the following:
 The “Class” shall be defined as “women who were employed by Willis of New York, Inc. in officer-level or officer-equivalent positions during the years January 1, 2002 through December 31, 2007.” (Consent Decree at 9.)
 The parties have agreed to settle “[i]n the interest of resolving the dispute among the parties without the expense, delay, and inconvenience of further litigation.” (Consent Decree at 3.)
 Willis of New York, Inc. shall institute various forms of injunctive relief, including, among others, a new “performance appraisal system,” submission of compensation policies and practices to a “monitor” for review, the posting of all vacancies “so that current employees have the opportunity to apply,” and the informing of managers of the “consent decree requirements.” (Consent Decree at 18–23.)
 “Willis will pay a total of $11,595,030.85” “[i]n satisfaction of the claims of the Class Members with respect to Class Claims and the claims of Class Representative Cronas with respect to both her Class Claims and her Individual Claims, including attorneys’ fees and expenses.” (Consent Decree at 14.)
 “Willis will not oppose a petition seeking . . . an award of fees and costs.” (Consent Decree at 28.)
2

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 3 of 12
On October 21, 2011, pursuant to the Preliminary Approval Order, class counsel caused the court-approved class notice to be mailed to the 316 class members. (See Decl. of Stacy Roe, dated Dec. 6, 2011 (“Roe Decl.”), ¶ 9.) On October 31, 2011, class counsel filed a motion for attorneys’ fees and costs (“Fee Petition”), requesting 21.7% of the Settlement Fund, or $2,510,342.16, in attorneys’ fees for the class claims, $388,739.87 in attorneys’ fees for Cronas’s individual claims, and $301,814.88 in expenses. (See Pls.’ Mem. of Law in Supp. of Pls.’ Mot. for Approval of Attorneys’ Fees and Expenses, dated Oct. 31, 2011 (“Fee Mem.”), at 5.) On December 16, 2011, class counsel voluntarily agreed to reduce their request for attorneys’ fees on Cronas’s individual claims from $388,739.87 to $194,000, and to distribute the $194,739.87 difference to the class. (See Proposed Order, dated Dec. 16, 2011.)
The Preliminary Approval Order, the Consent Decree, the class notice, and the Fee Petition were posted on the website identified in the class notice. (See Pls.’ Mem. of Law in Supp. of Final Approval of Consent Decree, dated Dec. 6, 2011 (“Final App. Mem.”), at 1.). As of December 5, 2011, no objections to the Consent Decree or the Fee Petition had been received. (Roe Decl. ¶ 13.) On December 6, 2011, Plaintiffs moved for final approval of the Consent Decree. (See Final App. Mem.)
On December 12, 2011, the Court held a fairness hearing pursuant to Rule 23(e) of the Federal Rules of Civil Procedure. (See Hr’g Tr., dated Dec. 12, 2011.) No person present opposed the proposed Consent Decree or the Fee Petition. (See id.) The Court heard from class counsel who spoke in favor of the Consent Decree and the Fee Petition. Defense counsel did not speak in opposition. (See id.)
For the reasons set forth below, the Consent Decree is approved, and the Fee Petition is granted as modified.
3

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 4 of 12
II. Legal Standard “A court may approve a class action settlement if it is fair, adequate, and reasonable, and
not a product of collusion.” Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 117 (2d Cir. 2005) (internal quotation marks omitted). “The District Court determines a settlement’s fairness by examining the negotiating process leading up to the settlement as well as the settlement’s substantive terms.” D’Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d Cir. 2001). “A presumption of fairness, adequacy, and reasonableness may attach to a class settlement reached in arm’s-length negotiations between experienced, capable counsel after meaningful discovery.” Wal-Mart, 396 F.3d at 116. There is a “strong judicial policy in favor of settlements, particularly in the class action context.” Id.
Courts examine the “fairness, adequacy, and reasonableness” of a class settlement according to the nine factors enumerated in City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974):
(1) the complexity, expense and likely duration of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and the amount of discovery completed; (4) the risks of establishing liability; (5) the risks of establishing damages; (6) the risks of maintaining the class action through the trial; (7) the ability of the defendants to withstand a greater judgment; (8) the range of reasonableness of the settlement fund in light of the best possible recovery; (9) the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation. Wal-Mart, 396 F.3d at 117. “Courts may award attorneys’ fees in common fund cases under either the ‘lodestar’ method or the ‘percentage of the fund’ method.” Id. at 121. Under the lodestar method, “the district court scrutinizes the fee petition to ascertain the number of hours reasonably billed to the class and then multiplies that figure by an appropriate hourly rate.” Goldberger v. Integrated
4

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 5 of 12
Res., Inc., 209 F.3d 43, 47 (2d Cir. 2000). “[T]he district court may, in its discretion, increase the lodestar by applying a multiplier based on ‘other less objective factors,’ such as the risk of the litigation and the performance of the attorneys.” Id. Under the percentage method, the court “sets some percentage of the recovery as a fee,” and looks to “the same ‘less objective’ factors that are used to determine the multiplier for the lodestar.” Id.
Regardless of the method, “the traditional criteria in determining a reasonable common fund fee” are: “(1) the time and labor expended by counsel; (2) the magnitude and complexities of the litigation; (3) the risk of the litigation; (4) the quality of representation; (5) the requested fee in relation to the settlement; and (6) public policy considerations.” Id. at 50. III. Analysis
(1) Consent Decree The Consent Decree is hereby approved as fair, reasonable, and adequate to the Class. The Consent Decree was the result of “good faith, arms-length bargaining between experienced counsel.”2 States of N.Y. and Md. v. Nintendo of Am., Inc., 775 F. Supp. 676, 680 (S.D.N.Y. 1991); (see Final App. Mem. at 1.) And, experienced class counsel “engaged in sufficient investigation and discussions about the merits of the action to evaluate fully the merits of the claims and the obstacles to success.” In re EVCI Career Colleges Holding Corp. Sec. Litig., No. 05 Civ. 10240, 2007 WL 2230177, at *6 (S.D.N.Y. July 27, 2007); (see Prelim. App. Mem. at 1–2.) The Consent Decree is thus “entitled to a strong initial presumption of fairness.” In re Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 461 (S.D.N.Y. 2004); see also WalMart, 396 F.3d at 116.

2

The Hnot litigation also settled after good faith, arms-length bargaining. See supra n.1.

5

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 6 of 12
The nine Grinnell factors favor approval of the Consent Decree. The first Grinnell factor—the “complexity, expense and likely duration of the litigation”—supports approval of the Consent Decree because, among other reasons, this case is complex and expensive, and significant additional time, effort, and expense would be incurred to resolve the pre-trial motions, trial, post-trial motions, and likely appeals. 495 F.2d at 463; see In re Vecco Instruments Sec. Litig., No. 05 MDL 1695, 2007 U.S. Dist. LEXIS 85629, at *21 (S.D.N.Y. Nov. 7, 2007).
The second Grinnell factor—“reaction of the class to the settlement”—favors approval of the Consent Decree because no Class Member has objected to the Consent Decree. 495 F.2d at 463; see D’Amato, 236 F.3d at 86–87; In re AOL Time Warner ERISA Litig., No. 02 Civ. 8853, 2006 WL 2789862, at *6 (S.D.N.Y. Sept. 27, 2006); (Roe Decl. ¶ 13).
The third Grinnell factor—“the stage of the proceedings and the amount of discovery completed”—favors approval of the Consent Decree because the parties “engaged in and completed thorough discovery, including the formulation of and response to numerous document requests and interrogatories, the review and analysis of over 200,000 emails and documents provided by defendants, the depositions of two Class Representatives and 13 current or former officers of Willis, [and] the retention of highly-trained experts.” 495 F.2d at 463; (Prelim. App. Mem. at 1–2.) This discovery provided the parties with “sufficient information to make an informed judgment on the reasonableness of the settlement proposal.” Diamond v. Fogelman, No. 90 Civ. 900, 1992 WL 167271, at *4 (E.D.N.Y. June 26, 1992).
The fourth through seventh Grinnell factors—“the risks of establishing liability,” “the risks of establishing damages,” “the risks of maintaining the class action through the trial,” and “the ability of the defendants to withstand a greater judgment”—also favor approval of the Consent Decree. 495 F.2d at 463. Plaintiffs recognized that, among other things, the Consent
6

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Decree “was reached at a critical stage of the proceedings, when the question of whether this case may proceed as a class action was still unresolved, and at a time when the standards for certifying such a class were in flux,” and that there were “risks of proceeding further, including but not limited to those associated with trying the case.” (Prelim. App. Mem. at 3, 6); see Gilliam v. Addicts Rehab. Ctr. Fund, No. 05 Civ. 3452, 2008 WL 782596, at *4–5 (S.D.N.Y. Mar. 24, 2008).
The eighth and ninth Grinnell factors—“the range of reasonableness of the settlement fund in light of the best possible recovery” and “the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation”—also favor approval of the Consent Decree. 495 F.2d at 463. Plaintiffs state that the Consent Decree provides, among other things, “significant injunctive relief, including: (1) establishing requirements for Willis of New York, Inc.’s performance evaluation system, and increasing the linkage between compensation decisions and performance evaluations; (2) revisions to Willis of New York, Inc.’s compensation practices; and (3) review of all compensation decisions by both human resources and an independent monitor, and a commitment to eliminating inappropriate disparities.” (Prelim. App. Mem. at 4; see Consent Decree at 18–23.) Plaintiffs also state that “this is an excellent monetary settlement as it provides more than two thirds of the total economic loss to the class calculated by plaintiffs’ expert.” (Prelim. App. Mem. at 3.) The Consent Decree “represents a compromise between the strengths of Plaintiffs’ case and the possible success of [Defendants’] defenses.” Frank v. Eastman Kodak Co., 228 F.R.D. 174, 186 (W.D.N.Y. 2005).
(2) Class Certification The Court provisionally certified the Class in the Preliminary Approval Order. (See Order, dated Oct. 18, 2011.)
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“Before certification is proper for any purpose—settlement, litigation, or otherwise—a court must ensure that the requirements of Rule 23(a) and (b) have been met.” Denney v. Deutsche Bank AG. 443 F.3d 253, 270 (2d Cir. 2006). The Class satisfies the Rule 23(a) requirements of numerosity, commonality, typicality, and adequacy of representation. See Fed. R. Civ. P. 23(a). “[N]umerosity is presumed at a level of 40 members,” and here there are 316 Class Members. Consol. Rail Corp. v. Town of Hyde Park, 47 F.3d 473, 483 (2d Cir. 1995). Commonality exists because the Class consists of 316 officer-level women all employed at a single location, where pay and promotion decisions were subject to a single ultimate decisionmaker, and statistical evidence suggests “statistically significant disparities” between men and women employees with respect to pay and job titles at the single Willis office. (Pls.’ Mem. of Law in Supp. of Mot. for Class Cert., dated Aug. 9, 2010, at 5–6); see Hnot, 228 F.R.D. at 482– 83. Plaintiffs’ claims are “typical of those of the class” because Defendants employed all of the Class Members in similar executive positions during the relevant class period. Marisol A. v. Giuliani, 126 F.3d 372, 376 (2d Cir. 1997); see Hnot, 228 F.R.D. at 485. Plaintiffs’ representation of the Class is fair and adequate because they “have an interest in vigorously pursuing the claims of the class, . . . have no interests antagonistic to the interests of other class members,” Denney, 443 F.3d at 268, and are represented by counsel who “are qualified, experienced and able to conduct th[is] litigation,” In re Flag Telecom Holdings, Ltd. Sec. Litig., 574 F.3d 29, 35 (2d Cir. 2009) (internal quotation marks omitted).
The Court also finds that Rule 23(b)(2) is satisfied because the Consent Decree affords class-wide injunctive relief, (see Consent Decree at 18–26); Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 614 (1997); Comer v. Cisneros, 37 F.3d 775, 784, 796 (2d Cir. 1994), and because Plaintiffs’ backpay claims are “incidental” to the injunctive relief and are calculable “by
8

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formula.” (Consent Decree at 15); Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541, 2560 (2011); see DeHoyos v. Allstate Corp., 240 F.R.D. 269, 285 (W.D. Tex. 2007).
(3) Attorneys’ Fees and Costs Class counsel argues, among other things, that they should receive $2,510,342.16, or 21.7% of the $11,595,030.85 Settlement Fund, for 7,488.6 hours of work on the class claims, $388,739.87 for 907.1 hours of work on Cronas’s individual claims, and $301,814.88 in expenses. (See Fee Mem. at 5.) As noted, on December 16, 2011, class counsel voluntarily agreed to reduce their request for attorneys’ fees on Cronas’s individual claims from $388,739.87 to $194,000 and to distribute the $194,739.87 difference to the Class. (See Proposed Order, dated Dec. 16, 2011.) Employing the percentage method of fixing class counsel’s compensation (while relying upon the lodestar method as a “cross-check”), the Court finds, for the reasons that follow, that the $2,510,342.16, or 21.7% of the Settlement Fund, sought for work on the class claims is a fair and reasonable fee under the six Goldberger factors. 209 F.3d at 47. The first Goldberger factor—“the time and labor expended by counsel”—supports the requested 21.7% fee award. 209 F.3d at 47. Class counsel “expended substantial time and effort” over the four years of this litigation, devoting 7,488.6 hours of work on the class claims. In re Giant Interactive Group, Inc. Sec. Litig., --- F.Supp.2d ---, 2011 WL 5244707, at *9 (S.D.N.Y. Nov. 2, 2011); (see Fee Mem. at 5.) The work included “review and analysis of over 200,000 emails and documents provided by defendants, the depositions of two Class Representatives and 13 current or former officers of Willis, [and] the retention of highly-trained experts,” all of which support the 21.7% fee award. (Prelim. App. Mem. at 1–2.); see Guippone
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v. BH S & B Holdings, LLC, No. 09 Civ. 1029, 2011 WL 5148650, *9–10 (S.D.N.Y. Oct. 28, 2011).
As to the second and third Goldberger factors—“the magnitude and complexities of the litigation” and “the risk of [contingency] litigation”—support the 21.7% fee award because of “the difficulty in proving [employment] discrimination on a class-wide basis.” Warren v. Xerox Corp., No. 01 Civ. 2909, 2008 WL 4371367, at *7 (E.D.N.Y. Sept. 19, 2008).
The fourth Goldberger factor—“the quality of representation”—supports the 21.7% fee award because class counsel were professional and experienced and achieved a similar result as in Hnot, 2008 WL 1166309, at *1. Goldberger, 209 F.3d at 47; see Ling v. Cantley & Sedacca, LLP, No. 04 Civ.4566, 2006 WL 290477, at *3 (S.D.N.Y. Feb. 8, 2006).
As to the fifth Goldberger factor—“the requested fee in relation to the settlement”—a fee of 21.7%, or $2,510,342.16, of the $11,595,030.85 Settlement Fund, is consistent with fees granted in other employment discrimination class actions. 209 F.3d at 47; see, e.g., Velez v. Novartis Pharm. Corp., No. 04 Civ. 09194, 2010 WL 4877852, at *21 (S.D.N.Y. Nov. 30, 2010) (awarding fees of 22% of fund); Bellifemine v. Sanofi-Aventis U.S. LLC, No. 07 Civ. 2207, 2010 WL 3119374, at *6 (S.D.N.Y. Aug. 6, 2010) (awarding fees of 16% of fund); Hnot, 2008 WL 1166309, at *1.
As to the sixth Goldberger factor—“public policy considerations”—a fee award of 21.7% balances the concern for moderation with the public policy enforcing the civil rights laws against discrimination in employment. 209 F.3d at 53.
A lodestar “cross-check” confirms the reasonableness of the 21.7% legal fee award for the class claims. Goldberger, 209 F.3d at 50. Class counsel’s stated lodestar for the class claims work is $2,699,787.50, which is higher than 21.7% of the Settlement Fund by $189,445.34. (See
10

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 11 of 12
Fee Mem. at 5.) The hourly rates were within prevailing market rates, and the amount of work billed was reasonable and descriptively itemized. See, e.g., Heisman Trophy Trust v. Smack Apparel Co., 665 F. Supp. 2d 420, 424 (S.D.N.Y. 2009).
For the same reasons above, and in light of class counsel’s voluntary agreement to reduce the requested fee for Cronas’s individual claims from $388,739.87 to $194,000, the Court finds that $194,000 in attorneys’ fees for Cronas’s individual claims is reasonable. See Adorno v. Port Authority of N.Y. and N.J., 685 F. Supp. 2d 507 (S.D.N.Y. 2010).
Class counsel’s request for reimbursement of expenses in the amount of $301,814.88 appears reasonable. See In re Ashanti Goldfields, No. 00 Civ. 717, 2005 WL 3050284, at *5–6 (E.D.N.Y. Nov. 15, 2005). Plaintiffs submitted a list of expenses, which included items such as “delivery/messenger,” “transportation,” “filing fees,” photocopies,” “telephone,” and expert fees. (Decl. of Robert L. Herbst, dated Oct 31, 2011, ¶ 20; see Decl. of Christine E. Webber, dated Oct. 30, 2011, ¶ 15; Decl. of Rosalind S. Fink, dated Oct. 28, 2011, ¶ 22.) These expenses “are the type for which the paying, arms’ length market reimburses attorneys.” In re Global Crossing, 225 F.R.D. at 468; see In re Top Tankers, No. 06 Civ. 13761, 2008 WL 2944620, at *17 (S.D.N.Y. July 31, 2008). “For this reason, they are properly chargeable to the Settlement [F]und.” In re Global Crossing, 225 F.R.D. at 468. IV. Conclusion and Order
For the foregoing reasons, Plaintiffs’ motion for final approval of the Consent Decree [#151] is granted, and Plaintiffs’ motion for attorneys’ fees and costs [#144] is granted as modified. The Court awards 21.7% of the $11,595,030.85 Settlement Fund, or $2,510,342.16, in attorneys’ fees for the class claims, $194,000 in attorneys’ fees for Cronas’s individual claims,
11

Case 1:06-cv-15295-RMB-DCF Document 153 Filed 12/19/11 Page 12 of 12

and $301,814.88 in expenses. The $194,739.87 reduction in the attorney's fee for Cronas's individual claims shall be added to the class recovery under the Consent Decree.
The parties are directed to participate in a status conference regarding the progress of the distribution to the Class on March 15,2012 at 9:00 a.m. Attorneys' fees and expenses are not to be distributed to class counsel until at least 80% of the Settlement Fund has been distributed to the Class.

Dated: New York, New York December 19,2011

RICHARD M. BERMAN, U.S.D.J. 


USDC SDNY DOCUMENT ELLCTRONICALLY rIL[;:)
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 Case 1:06-cv-15295-RMB-DCF Document 142 Filed 10/18/11 Page 1 of 8

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x

ADRIANNE CRONAS, et al.,

:

:

Plaintiffs,

:

:

- against -

:

:

WILLIS GROUP HOLDINGS, LTD., et al.,

:

:

Defendants.

:

---------------------------------------------------------------x

06 Civ. 15295 (RMB) DECISION & ORDER

Having reviewed the record herein (and also the related record of proceedings before then

United States District Judge Gerard E. Lynch in the related matter of Hnot, et al. v. Willis Group

Holdings, Ltd., et al., No. 01 Civ. 6558, including Judge Lynch’s orders, dated March 18, 2005

and February 22, 2008, respectively), including the amended class action complaint

(“Complaint”) in this matter, filed July 3, 2008 by Adrianne Cronas (“Cronas”) and others

(collectively, “Plaintiffs”), alleging “a pattern and practice of sex discrimination and retaliation”

against “female officers and officer-equivalents” by Willis Group Holdings, Ltd. (“Willis”),

Willis of New York (“WNY”), and certain other Willis affiliates (collectively, “Defendants”), in

violation of, among other authorities, Title VII of the Civil Rights Act of 1964, 42 U.S.C.

§ 2000e et seq. (Am. Compl. at 1–2, 6); the Cronas parties’ joint letter, dated January 13, 2011,

informing the Court that they “have reached an agreement in princip[le] . . . for a settlement of

this matter” (Parties’ Ltr. to the Ct., dated Jan. 13, 2011, at 1); Plaintiffs’ unopposed motion,

dated May 6, 2011, for preliminary approval of a proposed (settlement) consent decree, executed

by the parties on May 5, 2011(“Proposed Consent Decree”), which would “achieve[] both

injunctive and monetary relief for 317 current and former female employees of [WNY]” “as a

full settlement of . . . this legal action” (Pls.’ Mem. of Law, dated May 6, 2011, at 1–2; see

Case 1:06-cv-15295-RMB-DCF Document 142 Filed 10/18/11 Page 2 of 8
Proposed Consent Decree § III.E); the transcript of proceedings held before the Court on June 7, 2011 “to discuss issues in the [P]roposed [Consent Decree]” (Tr., dated June 7, 2011 (“June 7, 2011 Tr.”), at 2:3-6); Plaintiffs’ motion, dated August 25, 2011, for preliminary approval of a revised proposed consent decree, executed by Plaintiffs on August 25, 2011 (“Revised Proposed Consent Decree”) (see Pls.’ Mem. of Law, dated Aug. 25, 2011 (“Pls. Mem.”)); Defendants’ “response” to Plaintiffs’ August 25, 2011 motion, dated September 9, 2011, arguing that the United States Supreme Court’s June 20, 2011 decision in Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541 (2011), “presents . . . obstacles to class certification, and thus to approval of the [Revised P]roposed Consent Decree” (Defs.’ Mem. of Law, dated Sept. 9, 2011 (“Defs. Mem.”), at 1); Plaintiffs’ “reply,” dated September 23, 2011, arguing that “certification of the proposed settlement class, which is substantially similar to the class certified [by Judge Lynch in Hnot] remains appropriate following Wal-Mart” (Pls. Reply Mem. of Law, dated Sept. 23, 2011 (“Pls. Reply”), at 3); the transcript of proceedings held before the Court on September 28, 2011, during which Defendants confirmed that the parties “have an agreement [to settle]” that is “fair and reasonable,” and that Defendants would “accept” a determination by the Court that the proposed settlement class “is on the side of Wal-Mart that allows [the Court] to approve [it]” (Tr., dated Sept. 28, 2011 (“Sept. 28, 2011 Tr.”), at 6:23–7:21); and applicable law, the Court hereby grants Plaintiffs’ motion for preliminary approval of the Revised Proposed Consent Decree [#133], certifies the proposed class for settlement purposes, and approves the proposed amended class notice, as follows:
(I) The Court, “guided by the Second Circuit’s recognition that public policy favors the settlement of class actions,” Bourlas v. Davis Law Assocs., 237 F.R.D. 345, 354 (E.D.N.Y. 2006) (collecting cases), grants preliminary approval of the Revised Proposed Consent Decree.
2

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See, e.g., Johnson v. Brennan, No. 10 Civ. 4712, 2011 WL 1872405, at *1 (S.D.N.Y. May 17, 2011). The Revised Proposed Consent Decree provides for significant injunctive relief, compensates the class for “more than two thirds of [its] total economic loss,” and was reached after nearly four years of litigation (not including the lengthy Hnot litigation between the same parties), thorough discovery and analysis of the facts by the parties and by retained experts, full briefing of several substantive motions, and two days of “settlement negotiations with the aid of a skilled mediator.” (Pls. Mem. at 1–4, 6.) It is “the product of serious, informed, non-collusive negotiations” and is “sufficiently fair, reasonable and adequate to justify notice to those affected and an opportunity to be heard.” In re NASDAQ Mkt.-Makers Antitrust Litig., 176 F.R.D. 99, 102 (S.D.N.Y. 1997); see In re Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 445 (S.D.N.Y. 2004); (Sept. 28, 2011 Tr. at 6:15–7:5.)
Following the June 7, 2011 conference with the Court, the parties removed from the Proposed Consent Decree various potential “obvious deficiencies” which gave “unduly preferential treatment [to] class representatives,” In re Prudential Sec. Inc. Ltd. P’ships Litig., 163 F.R.D. 200, 209 (S.D.N.Y. 1995) (internal quotation marks omitted), such as proposed $60,000 service awards to Cronas and Linda Pasichnyk, another proposed class representative (“Pasichnyk”) (see Proposed Consent Decree § IV.V.A); and separate individual payments of $295,866.06 to Pasichnyk and $50,000 to Theresa Reardon, a third named plaintiff in the Complaint (“Reardon”), because Pasichnyk’s individuals claims were asserted only in New York State Supreme Court, and Reardon’s individual claims were compelled to arbitration and dismissed from this lawsuit by Judge Lynch on November 20, 2008 (Proposed Consent Decree §§ II, III.O, IV.V.H); (see June 7, 2011 Tr. at 5:7–6:11); 2008 WL 4964695.
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(II) The proposed class of women employed by WNY in its single, New York City location in officer or officer-equivalent positions during the period 2002–2007 (see Revised Proposed Consent Decree § III.E), is hereby certified for purposes of settlement, pursuant to Rule 23(a) and (b)(2) of the Federal Rules of Civil Procedure. See Hnot, 228 F.R.D. 476, 480, 486 (S.D.N.Y. 2005) (Lynch, J.) (certifying under Rule 23(a) and (b)(2) a class of “current and former female employees . . . employed by [Defendants in New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, and New Hampshire] in positions eligible for the award of officer titles between 1998 and 2001” who sought “injunctive relief” and “damages for back pay” (internal quotation marks omitted)); Hnot, 241 F.R.D. 204 (S.D.N.Y. 2007) (Lynch, J.) (denying Defendants’ motion for decertification); Cronas, 2007 WL 2739769, at *2 (S.D.N.Y. Sept. 17, 2007) (Lynch, J.) (“[T]he substantive allegations of Cronas’s pattern and practice claim are almost identical to those in the Hnot litigation . . . .”).
(a) It is undisputed that Plaintiffs have established the Rule 23(a) prerequisites of numerosity, typicality, and adequacy. See Fed. R. Civ. P. 23(a)(1), (3), (4); see, e.g., Hnot, 228 F.R.D. 476; Hart v. Rick’s Cabaret Int’l Inc., No. 09 Civ. 3043, 2010 WL 5297221, at *6 (S.D.N.Y. Dec. 20, 2010). “[N]umerosity is presumed at a level of 40 members.” Consol. Rail Corp. v. Town of Hyde Park, 47 F.3d 473, 483 (2d Cir. 1995). And Plaintiffs, who were employed by Defendants in executive positions during the relevant class period, present claims that are “typical of those of the class,” Marisol A. v. Giuliani, 126 F.3d 372, 376 (2d Cir. 1997), “have an interest in vigorously pursuing the claims of the class, . . . have no interests antagonistic to the interests of other class members,” Denney v. Deutsche Bank AG, 443 F.3d 253, 269 (2d Cir. 2006), and are represented by counsel who “are qualified, experienced and able to conduct
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th[is] litigation,” In re Flag Telecom Holdings, Ltd. Sec. Litig., 574 F.3d 29, 35 (2d Cir. 2009) (internal quotation marks omitted).
Plaintiffs have also shown commonality, i.e., “questions of law or fact common to the class.” Fed. R. Civ. P. 23(a)(2). As in Hnot, “the delegation policy [the class] challenge[s] has subjected them all to discrimination at the hands of the same regional officers”; the class is limited in geographic scope to Willis’s (single) New York office; and Plaintiffs’ “statistical evidence is ‘sufficient to demonstrate common questions of fact regarding the discriminatory implementation of [Willis’s] company-wide policies regarding promotion and [compensation],’” Hnot, 228 F.R.D. at 482–83 (quoting Caridad v. Metro-N. Commuter R.R., 191 F.3d 283, 292 (2d Cir. 1999), overruled on other grounds by In re IPO Sec. Litig., 471 F.3d 24, 40 (2d Cir. 2006)); (see Revised Proposed Consent Decree § III.E; Pls. Reply at 5–7.)1
Very much unlike Wal-Mart, where the class had 1.5 million members and 3,400 store locations were involved, see 131 S. Ct. at 2547, the Cronas class of 317 officer-level women were all employed at a single location, where pay and promotion decisions were subject to a single ultimate decision-maker (see Pls. Reply at 2); see also Delagarza v. Tesoro Ref. & Mktg. Co., No. 09 Civ. 5803, 2011 WL 4017967, at *8 (N.D. Cal. Sept. 8, 2011) (“The instant case stands in contrast to the putative class in [Wal-Mart]. Here, the purported class members all work at the same facility.”). And, unlike Wal-Mart, where the plaintiffs’ “information about disparities at the regional and national level d[id] not establish the existence of disparities at individual stores,” 131 S. Ct. at 2555 (internal quotation marks and alterations omitted), Plaintiffs’ statistical and anecdotal evidence in this case suggests “statistically significant

1

As part of the (Revised) Proposed Consent Decree, “Willis expressly denies any

wrongdoing or liability.” (Proposed Consent Decree § IV.D; Revised Proposed Consent Decree

§ IV.D.)

5

Case 1:06-cv-15295-RMB-DCF Document 142 Filed 10/18/11 Page 6 of 8
disparities” between men and women employees with respect to pay and job titles at a single Willis office. (Pls.’ Mem. of Law in Supp. of Mot. for Class Cert., dated Aug. 9, 2010, at 5–6; see Pls. Reply at 5–6).
The relevant facts clearly distinguish the commonality analysis in Wal-Mart from the analysis in this case. (See Pls. Reply at 5.) The class’s central common question – “whether the excessive subjectivity in pay and promotion decisionmaking at [WNY] had a disparate impact on female officers” (Pls. Reply at 4 (alterations omitted); see Defs. Mem. at 5) – “is capable of classwide resolution, which means that determination of its truth or falsity will resolve an issue that is central to the validity of each one of the claims in one stroke,” Wal-Mart, 131 S. Ct. at 2551, 2554.
(b) Plaintiffs have also shown that final injunctive relief is appropriate respecting the class as a whole and is central to the resolution of this matter. See Fed. R. Civ. P. 23(b)(2); see also Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 614 (1997) (“Civil rights cases against parties charged with unlawful, class-based discrimination are prime examples [of Rule 23(b)(2) class actions].”); Comer v. Cisneros, 37 F.3d 775, 784, 796 (2d Cir. 1994) (certifying Rule 23(b)(2) class which sought “to enjoin . . . racially discriminatory policies and practices in the . . . operation of three interrelated subsidized housing programs in the Buffalo metropolitan area”). Plaintiffs’ classwide claim for backpay does not preclude class certification under Rule 23(b)(2) because such monetary relief is “‘incidental to [the class’s] requested injunctive . . . relief.’” Wal-Mart, 131 S. Ct. at 2560 (quoting Allison v. Citgo Petroleum Corp., 151 F.3d 402, 415 (5th Cir. 1998)). The Court notes that Defendants “agree[d] . . . to a Federal Rule of Civil Procedure 23(b)(2) class” in the Proposed Consent Decree, which was executed on May 5, 2011, approximately six weeks before the Wal-Mart decision. (Proposed Consent Decree
6

Case 1:06-cv-15295-RMB-DCF Document 142 Filed 10/18/11 Page 7 of 8
§ IV.C.1; Revised Proposed Consent Decree § IV.C.1.) “[A] change in the law does not render an agreement void. . . . The uncertainty of a legal position and the desire to avoid the risk of a lawsuit are the impetus for many out-of-court settlements.” Anita Founds., Inc. v. ILGWU Nat’l Ret. Fund, 902 F.3d 185, 189–90 (2d Cir. 1990). Plaintiffs’ backpay claim does “‘not require additional hearings to resolve the disparate merits of each individual’s case,’” and “‘neither introduce[s] new substantial legal or factual issues, nor entail[s] individualized determinations.’” Wal-Mart, 131 S. Ct. at 2560 (quoting Allison, 151 F.3d at 415). In contrast to Wal-Mart, Defendants here have agreed in the Revised Proposed Consent Decree that “[t]he allocation [of backpay to class members] will be done by formula” (Revised Proposed Consent Decree § V.A), such that Defendants have “no remaining right to raise individual defenses or seek individualized determinations of back pay, which was the concern of the Court in Wal-Mart” (Pls. Mem. at 12; see Pls. Reply at 8); DeHoyos v. Allstate Corp., 240 F.R.D. 269, 285 (W.D. Tex. 2007) (finding monetary claims “incidental” in settlement context where the parties had agreed that monetary payments would be “based on an objective calculation and not dependent on class members’ intangible, subjective differences” (citing Allison, 151 F.3d at 415)). “Confronted with a request for settlement-only class certification, a district court need not inquire whether the case, if tried, would present intractable management problems, for the proposal is that there be no trial.” Amchem, 521 U.S. at 620 (citing Fed. R. Civ. P. 23(b)(3)); see Allison, 151 F.3d at 414–15 (“[T]he [incidental] requirement of Rule 23(b)(2) serves essentially the same functions as the procedural safeguards and efficiency and manageability standards mandated in (b)(3) class actions.”).
As Plaintiffs persuasively argue, Defendants’ “supposition that class members would prefer to opt out and pursue individual claims is unfounded” in view of the fact, among others,
7

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that "[n]o class members objected to or opted out of the predecessor Hnot settlement, and in the 13 years that the Hnot-Cronas litigation has been ongoing, not one individual class member has come forward to bring individual discrimination claims against [WNY] outside of the class action cases." (PIs. Reply at 9-10.) In any event, the Court will have an opportunity to hear from any such objectors at the fairness hearing, during which it will consider the fairness, reasonableness, and adequacy of the Revised Proposed Consent Decree, and whether it should be approved. See Latino Officers Ass'n v. City of N.Y., No. 99 Civ. 9568,2004 WL 574493, at *3 (S.D.N.Y. Mar. 22, 2004).
(III) Plaintiffs' amended proposed class notice, filed October 18, 2011 [# 141], reflects the Court's comments, and the form and method of notification set forth therein are hereby approved as "appropriate." Fed. R. Civ. P. 23(c)(2)(A). The proposed form and method are "'of such nature as reasonably to convey the required information [to the class] and ... afford a reasonable time for those interested to make their appearance.'" McReynolds v. RichardsCantave, 588 F.3d 790, 804 (2d Cir. 2009) (quoting Soberal-Perez v. Heckler, 717 F.3d 36, 43 (2d Cir. 1983) (internal alterations omitted)).

Dated: New York, New York October 18, 2011

RICHARD M. BERMAN, U.S.D.J. 


USDCSDNY DOCUMENT
ELECTRONaCALLYFILED

DOC #:---DATE FILED:

-r
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-I\-.g-I-\rl

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 Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 1 of 51

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------X

ADRIANNE CRONAS, LINDA PASICHNYK :

and THERESA REARDON, individually and

:

on behalf of all similarly situated persons,

:

:

:

Plaintiffs,

:

:

-against-

:

:

WILLIS GROUP HOLDINGS, LTD., WILLIS :

OF NORTH AMERICA INC., WILLIS OF

:

NEW YORK, WILLIS OF NEW JERSEY,

:

WILLIS OF MASSACHUSETTS,

:

:

Defendants.

:

:

:

--------------------------------------------------------------X

06 CV 15295 (RMB)(DCF) ECF Case
CONSENT DECREE

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 2 of 51
TABLE OF CONTENTS
Page
I. INTRODUCTION .............................................................................................................. 1
II. LITIGATION HISTORY ................................................................................................... 1
III. DEFINITIONS .................................................................................................................... 3
A. “ Willis”, “Defendant” and “Company” .................................................................. 3 B. “Class Claims” ........................................................................................................ 3 C. “Class Complaint” .................................................................................................. 4 D. “Class Counsel” ...................................................................................................... 4 E. “Class Member(s),” “Class,” and/or “Plaintiff Class”............................................ 4 F. “Class Representatives” .......................................................................................... 4 G. “Court” or “District Court” ..................................................................................... 4 H. “Final Approval”..................................................................................................... 5 I. “Effective Date”...................................................................................................... 5 J. “Gender Discrimination” or “Discriminating on the Basis of Gender”.................. 5 K. “Covered Period” .................................................................................................... 5 L. “Prelim inary Approval” .......................................................................................... 5 M. “This Case” ............................................................................................................. 5 N. “Settlem ent Fund”................................................................................................... 6 O. “Additional Individual Claims” .............................................................................. 6
IV. GENERAL PROVISIONS ................................................................................................. 6
A. Jurisdiction .............................................................................................................. 6 B. Effective Date and Duration of Consent Decree..................................................... 7
1. Effective Upon Final Approval and Exhaustion of Appeals ...................... 7 2. Term of the Decree ..................................................................................... 7 3. Modifications to the Decree........................................................................ 7
C. Scope of Consent Decree ........................................................................................ 7
1. Class Definition – Settlement Class............................................................ 7 2. No Opt-out Rights....................................................................................... 7 3. Eligible Class Members .............................................................................. 8 4. Release of Claims ....................................................................................... 8
D. No Admission ....................................................................................................... 10 E. Duty to Support and Defend the Decree ............................................................... 10 F. Interpretation of Decree ........................................................................................ 10
1. Nature of Agreement................................................................................. 10 2. Calculation of Time .................................................................................. 10 3. No Modification of Title VII or State or Local Law Requirements ......... 11 4. Counterparts .............................................................................................. 11 5. Headings ................................................................................................... 11 6. Entire Agreement ...................................................................................... 11
i

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 3 of 51
7. No Waiver ................................................................................................. 12 8. Severability ............................................................................................... 12 9. Governing Law ......................................................................................... 12 10. Extension Of Time By Agreement Of Parties .......................................... 12 11. Binding Agreement ................................................................................... 13 V. MONETARY RELIEF ..................................................................................................... 13 A. Class Representative Service Awards................................................................... 13 B. Allocation to Class Members................................................................................ 14 C. Tax Treatment ....................................................................................................... 15 D. Schedule for Payment ........................................................................................... 15 E. Other Payment Issues............................................................................................ 16 F. Distribution of Funds from Uncashed Checks...................................................... 17 G. Payment of Settlement Administration Costs ....................................................... 17 H. Individual Claims of Named Plaintiffs ................................................................. 17 VI. INJUNCTI VE RELIEF..................................................................................................... 18 A. Perform ance Evaluations ...................................................................................... 18 B. Com pensation ....................................................................................................... 19 C. Prom otions ............................................................................................................ 21 D. Informing Managers of Consent Decree Requirements........................................ 22 E. Review and Comment........................................................................................... 22 F. Monitor ................................................................................................................. 24 VII. COVENANT TO COMPLY WITH GENDER DISCRIMINATION LAWS ................. 25 VIII. DISPUTE RESOLUTION PROCEDURES ..................................................................... 25 IX. REPORTING AND RECORDKEEPING ........................................................................ 26 A. Docum ent Preservation......................................................................................... 26 B. Reporting Requirements ....................................................................................... 26 1. Reporting Schedule ................................................................................... 26 2. Information to Be Reported ...................................................................... 26 X. ATTORNEYS’ FEES, COSTS AND EXPENSES .......................................................... 27 XI. NOTICE, FAIRNESS HEARING, FINAL APPROVAL ................................................ 27 A. Notice .................................................................................................................... 27 B. Comments and Objections .................................................................................... 29 C. Dismissal With Prejudice at Expiration of Decree ............................................... 29
ii

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 4 of 51
I. INTRODUCTION This case is a putative class action brought by plaintiffs Adrianne Cronas and Linda
Pasichnyk (hereinafter collectively referred to as the “Class Representatives”) against Willis Group Holdings Limited, Willis North America Inc., Willis of New York, Inc., Willis of New Jersey, Inc. and Willis of Massachusetts, Inc. The plaintiffs allege that defendant Willis (defined below) engaged in a pattern or practice of discrimination on the basis of gender with respect to compensation and promotions in violation of 42 U.S.C. § 2000e-5 et seq., 42 U.S.C. § 1981a, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991 (“Title VII”); and the New York State and City Human Rights Laws, N.Y.Exec. Law §§ 290 et seq.; and New York City Admin. Code §§ 8-107 et seq.
In the interest of resolving the dispute among the parties without the expense, delay, and inconvenience of further litigation of the issues raised in this action, and in reliance upon the representations, mutual promises, covenants, and obligations set out in this Consent Decree, and for good and valuable consideration also set out in this Decree, the parties, through their undersigned counsel of record, hereby stipulate and agree as follows: II. LITIGATION HISTORY
On December 19, 2006, Adrianne Cronas, on behalf of herself and all similarly situated current and former employees of Willis (defined below), filed a complaint pursuant to the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., as amended, 42 U.S.C. §1981a, and the New York State and City Human Rights Laws, N.Y.Exec. Law §§ 290 et seq.; and New York City Admin. Code §§ 8-107 et seq. The initial complaint filed named Adrianne Cronas as the proposed class representative and alleged a pattern or practice of discrimination on the basis of gender with respect to compensation and promotion and retaliation. It also included individual allegations on behalf of plaintiff Adrianne Cronas for discriminatory termination. On July 3, 1

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 5 of 51
2008, the First Amended Complaint was filed, in which Linda Pasichnyk and Theresa Reardon were also named as plaintiffs. On November 20, 2008, plaintiff Theresa Reardon’s claims were compelled to arbitration and dismissed from this lawsuit. Her claims were never arbitrated and are resolved herein.
From 2008 through 2010 the parties engaged in extensive discovery. Willis produced and plaintiffs reviewed thousands of pages of documents, electronic copies of more than a quarter million email messages and attachments, as well as workforce data in computer readable form. Plaintiffs took 13 depositions of current or former officers of Willis. Willis deposed Adrianne Cronas and Linda Pasichnyk. The parties also deposed each other’s statistical experts.
The complaint alleges the existence of a nationwide class of current and former female employees who were employed by Willis in the United States in positions eligible for the award of officer titles at any time from 2002 to the time of trial for Rule 23(b)(2) certification and from 1998 to the time of trial for Rule 23(b)(3) certification. Plaintiffs sought discovery accordingly. On October 8, 2008, the Court limited plaintiffs’ discovery geographically to Willis of New York, Inc.; and on August 31, 2009, the Court limited discovery to the period January 1, 2002 through December 31, 2007. Thus, defendants’ production of data was limited to employees in positions eligible for the award of officer titles and employed by Willis of New York, Inc. during the period 2002-2007. There was also an extended series of discovery disputes regarding the scope of electronic discovery, which were finally resolved after extensive briefing on November 24, 2009.
Plaintiffs filed a motion for class certification on August 9, 2010, moving for certification of a class of officer-level or equivalent women employed by Willis of New York, Inc. from January 1, 2002 through December 31, 2007. The Court has not ruled on this motion. On
2

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March 25, 2010 plaintiffs moved to restore Theresa Reardon’s claims to the Cronas litigation. That motion was denied, and plaintiffs filed an appeal of the denial of that motion on May 14, 2010. Defendant moved to dismiss that appeal on September 22, 2010. Defendant’s motion was granted and the appeal dismissed on January 13, 2011 on the ground that the order appealed from was not a final order subject to appeal.
Counsel for Willis and for the Class agree that the formal discovery conducted in this action, including the statistical and other analyses of the information produced in the course of discovery, were sufficient to afford the parties the opportunity to asses the merits of their respective positions and to formulate a settlement on a fair and reasonable basis. III. DEFINITIONS
A. “Willis”, “Defendant” and “Company” For all purposes and terms of this Consent Decree, “Willis,” “Defendant” and “Company” shall mean Willis North America Inc., Willis of New York, Inc. and all parents, subsidiaries and affiliates of Willis North America Inc. and Willis of New York, Inc. collectively. However, Willis will only be required to comply with terms set forth in Section VI (injunctive relief) of the Consent Decree with respect to Willis of New York, Inc. B. “Class Claims” The class claims asserted by plaintiffs include class claims under Title VII and the New York State and City Human Rights Laws. These claims assert a pattern or practice of gender discrimination against Class Members (defined below) in compensation (including, but not limited to starting salary, base salary, bonus, incentive compensation, pension payments, commission payments, stock options or awards, benefits and prerequisites and expense reimbursements) and in promotions to and within officer titles and job titles during the Covered Period (defined below).
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C. “Class Complaint” Adrianne Cronas filed a complaint of discrimination on December 19, 2006 and plaintiffs filed the first amended class complaint of discrimination on July 3, 2008 in the United States District Court for the Southern District of New York. D. “Class Counsel” All counsel of record are signatories to this Consent Decree on behalf of the Class. They are as follows: Giskan Solotaroff Anderson & Stewart LLP, 11 Broadway, Suite 2150, New York, NY 10004, Brill & Meisel, 845 Third Avenue, New York, NY 10022, and Cohen Milstein Sellers & Toll PLLC, 1100 New York Avenue, N.W., Suite 500, West Tower, Washington, D.C. 20005. E. “Class Member(s),” “Class,” and/or “Plaintiff Class” The Complaint alleged a nationwide class for the period 2002 through trial in the case on behalf of women in officer or officer-equivalent positions. Because only data for employees of Willis of New York, Inc. were produced, and only for January 1, 2002 through December 31, 2007, the scope of the class encompassed by this settlement is limited to those women employed by Willis of New York, Inc. in officer or officer-equivalent positions during the period 2002-2007. The specific positions eligible for the award of officer titles and thus included as “officer-equivalent” positions is set forth in the list annexed hereto as Exhibit A. F. “Class Representatives” Adrianne Cronas (now known as Adrianne Vigueras) and Linda Pasichnyk. G. “Court” or “District Court” The United States District Court for the Southern District of New York.
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H. “Final Approval” The entry of the Court’s Order granting approval of this Consent Decree as fair, reasonable and adequate to the class as a whole. I. “Effective Date” The date, after either: Final Approval, and any appeal has been finally resolved, or Final Approval and the time for appeal has run without any appeal. Upon the Effective Date, Willis and each member of the class shall become bound by the terms set out in this Consent Decree. J. “Gender Discrimination” or “Discriminating on the Basis of Gender” Discrimination on the basis of gender means unlawful discrimination against employees on the basis of their sex or gender, including but not limited to retaliation against an employee because he or she has opposed practices he or she believes in good faith to constitute unlawful sex or gender discrimination or has participated in processes designed to obtain relief for alleged unlawful sex or gender discrimination. K. “Covered Period” The Covered Period is the time period between January 1, 2002 and December 31, 2007. L. “Preliminary Approval” The entry of an Order granting preliminary approval of this Consent Decree, which reflects the Court’s view that the terms of this Decree are fair, reasonable and adequate to the class as a whole. M. “This Case” Refers to all proceedings relating to or arising from the Class Complaint.
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N. “Settlement Fund” The amount payable by Willis in satisfaction of the claims of the Class Representatives, Theresa Reardon and Class Members with respect to Class Claims, including attorneys’ fees and expenses. O. “Additional Individual Claims” The claims by Cronas in the Class Complaint of discriminatory and retaliatory discharge. The claims by Pasichnyk in Pasichnyk v. Willis Group Holdings, Ltd., Willis of North America Inc., Willis Corroon Corporation of New York, Inc., and Willis Americas Administration, Index No. 107097/2010, now pending in Supreme Court, New York County, of constructive discharge and hostile work environment. The claim by Theresa Reardon that she was subjected to discrimination in promotional opportunities and discrimination in compensation while employed at Willis of Massachusetts, Inc., which affected both her salary and bonus, and also her ultimate pension payments. Ms. Reardon’s claim is solely an individual claim, as no discovery was permitted and no class certification sought for a class encompassing Willis of Massachusetts, Inc. IV. GENERAL PROVISIONS A. Jurisdiction The Court has jurisdiction over the parties and the subject matter of this action. The Class Complaint asserts claims that, if proven, would authorize the Court to grant the monetary and equitable relief set forth in this Decree. Venue is proper in the Southern District of New York. This Court shall retain jurisdiction of this action during the duration of the Decree for the purpose of entering all orders, judgments and decrees which may be necessary to implement the relief provided herein. This Decree is not intended to confer jurisdiction in any court or administrative forum other than in the District Court where the Class Complaint was filed.
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B. Effective Date and Duration of Consent Decree 1. Effective Upon Final Approval and Exhaustion of Appeals
Unless provided otherwise, the equitable provisions in this Decree are binding upon the parties upon the Effective Date.
2. Term of the Decree The provisions of this Decree shall remain in effect for the first three salary review cycles after the Effective Date of this Consent Decree.
3. Modifications to the Decree The parties shall have the right to seek modification of the Decree by the Court to ensure that its purposes are fully effectuated. The parties may jointly agree to modify the Decree with the approval of the Court. Upon application for a modification of the Decree, the movant shall bear the burden of proving by a preponderance of the evidence that circumstances make such modification necessary. C. Scope of Consent Decree
1. Class Definition – Settlement Class The parties agree, for purposes of this Settlement Agreement only, to a Federal Rule of Civil Procedure 23(b)(2) class, defined as women who were employed by Willis of New York, Inc. in officer-level or officer-equivalent positions during the years January 1, 2002 through December 31, 2007.
2. No Opt-out Rights Upon approval of this Consent Decree by the Court, all persons within the Class shall be and are bound by its terms.
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3. Eligible Class Members All persons who qualify as a member of the class are eligible to receive relief made available pursuant to this Decree, except that persons encompassed by the Class whose claims were adjudicated, settled, waived or released, and who, following such action, were not employed by Willis of New York, Inc. in a position encompassed by the Class, are ineligible to receive any monetary relief under the Decree.
4. Release of Claims a. General Release by Class Representatives and Theresa Reardon
In consideration of the promises contained in, and the benefits provided or to be provided hereunder, this Consent Decree shall resolve, extinguish, and finally and forever release and discharge Willis, its past, present and future parent entities, subsidiaries, divisions, affiliates and related entities, successors and assigns, attorneys, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, shareholders, employees and assigns, whether acting on behalf of Willis or in their individual capacities (“Company Entities”), and bar any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which the Class Representatives and Theresa Reardon ever had, now have, or may have, or in the future may have, from the beginning of the world to the date of Final Approval of the Decree, against any of the Company Entities, including but not limited to the Additional Individual Claims and any other claims arising from or related to events that occurred during the Covered Period. A separate general release will be signed by each Class Representative and Theresa Reardon in the form already agreed to by the parties.
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b. Release by Class Members In consideration of the promises contained in, and the benefits provided or to be provided hereunder, this Consent Decree shall resolve, extinguish, and finally and forever release and discharge Willis, its past, present and future parent entities, subsidiaries, divisions, affiliates and related entities, successors and assigns, attorneys, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, shareholders, employees and assigns, whether acting on behalf of Willis or in their individual capacities (“Company Entities”) from or related to the Class Claims (as defined in Section III(B), (E) and (K), Definitions, above), and from any other claims challenging the same practices as the Class Claims, whether known or unknown, howsoever they may be denominated, arising during the Covered Period; and further this Consent Decree shall bar any and all claims, demands, causes of action, fees and liabilities arising from or related to the Class Claims (as defined in Section III, Definitions), and any other claims challenging the same practices as the Class Claims, howsoever they may be denominated, arising during the Covered Period, whether in law or in equity, whether known or unknown, which any of the Class Members, their representative, agents, heirs, executors, administrators, successors, or assigns, ever had, now have, or may have, against any of the Company Entities.
c. Class Representatives, Theresa Reardon and Class Members Upon the Effective Date, the doctrines of res judicata and collateral estoppel shall bind all Class Members with respect to all Class Claims and shall bind the Class Representatives and Theresa Reardon with respect to both the Class Claims and the Additional Individual Claims. This Consent Decree may be pled as a full and complete defense to any subsequent action or other proceeding involving any person or party which arises out of the claims released and discharged by this Decree.
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Nothing in the Decree shall be construed to bar any claims of Class Members based on events that occur after the Covered Period or to bar any claims of the Class Representatives or Theresa Reardon based on events that occur after the Final Approval of the Decree.
D. No Admission Willis expressly denies any wrongdoing or liability. This Consent Decree represents the compromise of disputed claims. It reflects the parties’ recognition that litigation of these claims would severely burden all concerned and would require a further commitment of time, resources and money. The Consent Decree does not constitute, is not intended to constitute, and shall not under any circumstances be deemed to constitute, an admission by any party as to the merits, validity, or accuracy, or lack thereof, of any of the allegations, claims, or defenses alleged in this Case. E. Duty to Support and Defend the Decree The Class Representatives, Class Counsel and Willis each agree to use their and its best efforts to defend the Decree from any legal challenge, whether by appeal or collateral attack. F. Interpretation of Decree
1. Nature of Agreement This Consent Decree is a contract and shall, upon approval by the Court, also constitute an order of the Court, and all of its provisions shall be enforceable by the parties and as an order of the Court.
2. Calculation of Time In computing any period of time prescribed or allowed by this Decree, unless otherwise stated, such computation or calculation shall be made consistent with Federal Rules of Civil Procedure 6(a) and 6(e).
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3. No Modification of Title VII or State or Local Law Requirements Nothing in this Decree may be taken as modifying the statutory or regulatory obligations for initiating and maintaining administrative and judicial proceedings under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e-16 et seq.; New York State and City Human Rights Laws, N.Y.Exec. Law §§ 290 et seq. and New York City Admin. Code §§ 8-107 et seq.
4. Counterparts This Consent Decree may be executed in one or more counterparts, and each executed copy shall be deemed an original, which shall be binding upon all parties to this Decree.
5. Headings The headings in this Consent Decree are for the convenience of the parties only, and shall not limit, expand, modify, amplify, or aid in the interpretation or construction of this Consent Decree.
6. Entire Agreement This Consent Decree, including Exhibit A, the Settlement Agreement and General Release for Cronas, the Settlement Agreement and General Release for Pasichnyk, and the Settlement Agreement and General Release for Reardon, comprises the full and exclusive agreement and understanding of the parties with respect to this settlement, and supersedes all prior written or oral agreements (including, without limitation, any and all term sheets previously agreed to by the parties). No representations or inducements to compromise this action have been made, other than those recited in this Decree. This Decree does not impose any obligations on the parties beyond the terms and conditions stated herein. Accordingly, this Decree shall not prevent or preclude Willis from revising its employment practices and policies or taking other personnel actions during the term of the Decree that do not violate the requirements of the Decree.
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7. No Waiver The waiver by any party of any term, condition, covenant, or representation of this Consent Decree or the breach of any term, condition, covenant, or representation herein, in any one instance, shall not operate as, or be deemed to be a waiver of, the right to enforce any other term, condition, covenant, or representation. The failure by any party at any time to enforce, or require performance of, any provision of this Decree shall not operate as a waiver of, or limit such party’s right at a later time to enforce or require performance of such provisions or of any other provisions of this Decree.
8. Severability Except as set forth below, if after Final Approval any term or provision of this Decree, or the application thereof to any person or circumstances, is held to any extent to be invalid or unenforceable, the remainder of this Decree, or the application of such term or provision to persons or circumstances other than those as to which it is held to be invalid or unenforceable, shall not be affected thereby, and each term and provision of this Decree shall be valid and enforceable to the fullest extent permitted by law. Notwithstanding the above, if (1) the total monetary relief amount is not paid by defendant; or (2) all of the equitable relief provisions in Section VI of this Decree are held to be invalid or unenforceable, the entire Decree shall be null and void.
9. Governing Law The parties agree that the validity, construction, and enforcement of this Decree shall be governed by federal law.
10. Extension Of Time By Agreement Of Parties All time deadlines established in this Decree may be extended by agreement of the parties.
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11. Binding Agreement This Consent Decree is binding on all parties and their successors, assigns, representatives, and trustees. V. MONETARY RELIEF In satisfaction of the claims of the Class Members with respect to Class Claims and the claims of the Class Representatives and Theresa Reardon with respect to both their Class Claims and the Additional Individual Claims, including attorneys’ fees and expenses, Willis will pay a total of $12.4 million. This money is allocated in three portions. (1) A total of $8,188,362.88 is allocated to compensate the class claims of all eligible class members, including the Class Representatives (and including the Class Representative Service Awards, described below). This amount is hereinafter referred to as the “Class Settlement Fund” and is addressed in Sections A and B. (2) A total of $611,637.12 is allocated to compensate Class Representatives Cronas and Pasichnyk for the Additional Individual Claims, and named plaintiff Theresa Reardon for her individual claims, addressed in Section H, below. (3) A total of $3,600,000 is allocated to compensate class counsel for all attorneys’ fees and expenses, including but not limited to attorneys’ fees and expenses arising from the Class Claims and Additional Individual Claims, as addressed in detail in Section X. A. Class Representative Service Awards Prior to allocation of the Class Settlement Fund among all class members, $60,000 will be allocated from the Class Settlement Fund to Class Representative Cronas and $60,000 will be allocated from the Class Settlement Fund to Class Representative Pasichnyk in compensation for (a) the time each devoted to serving as a class representative, including appearing for deposition, responding to interrogatories and document requests, assisting in preparation for depositions
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taken of defendants’ officers, and attending court hearings and an out-of-state mediation; and (b) the risks undertaken in filing charges and serving as a class representative.
The payments awarded to the Class Representatives shall be subject to approval by the Court, and any modification or reduction of any award sought by a Class Representative shall not affect the validity of the other terms of this Decree.
B. Allocation to Class Members After deducting $120,000 for the Class Representative Service Awards referred to above, the remainder of the Class Settlement Fund will be allocated among all eligible Class Members, including the two Class Representatives (but not Reardon). The allocation will be done by formula, consistent with Model 3 of Dr. Mark Killingsworth’s Expert Report as revised May 11, 2010. Using the percentage difference in compensation identified in Model 3, Dr. Killingsworth will calculate for each Class Member the additional compensation she should have earned according to Model 3, for the weeks during the Covered Period in which she was employed by Willis of New York, Inc. For any eligible Class Member who worked for Willis of New York, Inc. after the time frame covered by a release or offer of judgment, only weeks worked within the Covered Period that post-date that release or judgment will be counted. The amount calculated for each eligible Class Member will be added together to calculate the total lost wages (exclusive of interest). Each class member’s proportionate share of the total lost wages will be calculated, and each eligible class member will be allocated that percentage of the Settlement Fund, after the service award amounts for the class representatives have been deducted ($8,068,362.88). For example, if a class member’s proportionate share of the total lost wages is ½ %, then she would be awarded ½ % of $8,068,362.88, or $40,341.81. Dr. Killingsworth’s calculation will be final. For the limited purposes of the Consent Decree only, Willis does not object to the methodology for allocation of the Class Settlement Fund as described above.
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C. Tax Treatment Amounts paid to Class Members on their Class Claims pursuant to this settlement will be treated as lost wages, subject to withholding of taxes required by law and reporting on IRS form W-2. Amounts paid to Class Representatives as service award amounts pursuant to section V(A) shall not be treated as wages and shall be reported on IRS form 1099. Amounts paid to Class Representatives Cronas and Pasichnyk and Theresa Reardon in settlement of their individual claims will be treated as follows: half of each payment will be treated as lost wages, subject to withholding of taxes required by law and reporting on IRS form W-2 and the other half of each payment will be treated as payments for emotional distress and other non-wage compensatory damages, and will be reported on IRS form 1099 and not subject to withholding. D. Schedule for Payment The parties will provide an agreed list of Eligible Class Members to Dr. Killingsworth no later than five business days after Final Approval of the Consent Decree. Within five business days following the Effective Date, Dr. Mark Killingsworth will prepare and furnish to Willis a list of the amounts payable to each Eligible Class Member (the “Schedule”). Within twenty business days of the Effective Date, Willis will issue a check to each Eligible Class Member in the amount calculated by Dr. Killingsworth, and will make appropriate withholdings consistent with sub-paragraph C, above. Those checks, including a statement of any withholdings, will be delivered to the Settlement Administrator, who will transmit them to class members by certified, first-class mail as soon as practicable after receipt of the checks from Willis. Each check will be clearly marked that it must be cashed within 120 days of the date on the check. Willis will issue forms W-2 as required, directly to class members. At the same time,
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Willis will issue checks to Cronas, Pasichnyk, and Theresa Reardon, for their individual claims, and to Class Representatives Cronas and Pasichnyk for their class representative service awards.
In the event a check is returned to the Settlement Administrator as “undeliverable,” the Settlement Administrator shall, not later than seven (7) days after receipt of the returned check, attempt to locate the class member by using its best efforts and conducting an electronic search. If the Settlement Administrator is able to locate the class member through the search, it shall promptly re-send the check to the class member at the new address. All checks returned from class members for whom the Settlement Administrator is unable to find a new address or that are returned again after mailing to a second address, shall be held by the Settlement Administrator for not more than 120 days. The Settlement Administrator will provide notice to counsel for both parties of such returned checks, and provide each party the opportunity to provide additional contact information. If the class members whose checks are being held by the Settlement Administrator do not claim the checks within that time period, the funds shall be distributed as described in Section F.
E. Other Payment Issues If a Class Member who is eligible to receive monetary relief under this Consent Decree is deceased at the time of such distribution hereunder, the Settlement Administrator shall direct that the amount payable to such deceased Class Member be paid to the appropriate representative of her estate, if one is found. If the Settlement Administrator determines that there is insufficient information or proof regarding the deceased person’s estate to permit such payment, the deceased person’s share shall be distributed as described in Section F. Similarly, if a Class Member fails to cash an award check within one hundred twenty (120) days following the date of the check, then the amount of the check shall be distributed as described in Section F. Within 180 days following the delivery of each set of checks to the
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Settlement Administrator, Willis will notify the Settlement Administrator of any checks not cashed within the aforementioned 120-day period.
F. Distribution of Funds from Uncashed Checks Once all disbursements called for under this Decree have been made, and the Settlement Administrator has received the report of uncashed checks, if the remaining balance totals less than $100,000, the parties will jointly request that these remaining funds be distributed cy pres to the Financial Women’s Association of New York, a charity organized under § 501(c)(3), Internal Revenue Code. If the balance of uncashed funds remaining after payment of the Administrative Fees totals $100,000 or more, then the Settlement Administrator will calculate from the uncashed funds, the pro rata share of each Class Member who received and cashed a check . The uncashed checks will be voided, and new checks issued by Willis in accordance with the calculations of the Settlement Administrator. The Settlement Administrator will then distribute those checks in the same manner as described above in sections D and E. G. Payment of Settlement Administration Costs The fees and expenses of Dr. Mark Killingsworth shall be paid by Plaintiff Class. The fees and expenses of the Settlement Administrator for performing the tasks outlined in this Decree shall be paid by defendant. H. Individual Claims of Named Plaintiffs The amount allocated for the additional individual claims of the two Class Representatives (Cronas and Pasichnyk) as well as Theresa Reardon, is $611,637.12. This will be allocated as follows: $50,000 for Theresa Reardon; $265,771.06 for Adriane Cronas; and $295,866.06 for Linda Pasichnyk.
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VI. INJUNCTIVE RELIEF A. Performance Evaluations Any performance appraisal system utilized by Willis of New York, Inc. during the term
of the Consent Decree must include, at a minimum, the following features: 1. The system will use factors for evaluating employee performance that are anchored in observable behaviors. The appraisal factors will be based upon areas of performance that are necessary to achieving success in the job(s) to which the evaluations apply. 2. A numerical rating will be assigned to each employee based on the appraisal factors. 3. Continue their policy that appraisals be conducted at least annually. 4. All managers who conduct performance appraisals will be trained on how to administer the process properly. 5. The appraisal(s) used for employees who have supervisory responsibilities will include one or more factors which assess their efforts and the extent of their success in cultivating and managing a diverse workforce. 6. The results of performance appraisals will be used in making decisions setting and adjusting compensation for all employees of Willis of New York, Inc. 7. Any substantive changes to Willis’ performance appraisal system will be submitted to the Monitor for review consistent with section E, below.
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B. Compensation Willis of New York, Inc.’s compensation policies and practices will be submitted to the Monitor to review in accordance with the procedures set forth in section E, below. Any policy adopted by Willis of New York, Inc. must include, at a minimum, the following features:
1. Continue to set forth in writing, factors used in formulating base compensation and incentive awards.
2. Take steps to ensure that the factors are defined in sufficient detail to guide the managers making compensation decisions.
3. Criteria for setting or modifying base compensation for employees, other than pure producers with contracts pre-dating this Decree, will be based on their performance.
4. The goal of the review process is to identify and eliminate any significant (i.e., material) disparities in annual base salary or bonus that are based on gender, between similarly situated male and female employees.
5. For employees within Willis of New York, Inc. (See Exhibit A): Human Resources will annually review for each business unit (a) base compensation, i.e., annual base salary after proposed compensation increase, (b) base compensation increases and (c) incentive compensation decisions, prior to their implementation, and evaluate whether adjustments should be made and make recommendations on adjustments. Human Resources’ recommendations will be based on a comparison of similarly situated male and female employees. In identifying who is similarly situated Human Resources may consider business unit, among other factors. In addition, Human Resources will consider not only whether 19

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there is a disparity between two similarly situated employees of different gender, but also whether there is a pattern of disparities in compensation between similarly situated male and female employees. 6. Should Human Resources find a significant (i.e., material) disparity in compensation (including annual base salary after increase, if any, or bonus or other incentive compensation) between similarly situated male and female employees, or a pattern of disparities in compensation between similarly situated male and female employees, Human Resources will eliminate the disparities unless their review shows compensation decisions have been made in a non-discriminatory manner and not based on gender. Human Resources will document the reasons that an adjustment is made or not. 7. Willis of New York, Inc. will provide the Monitor with the same compensation spreadsheets reviewed by Human Resources in its annual compensation review as described in paragraphs 5 and 6, above, and any other documentation relied upon by Human Resources during that review, and provide the Monitor with its documented reasons for any adjustments made or not made, or other action taken. The Monitor’s duty shall be to make his or her own determination whether there are significant (i.e., material) disparities or patterns of disparities in (a) annual base salary after increase, if any to be paid to similarly situated male and female employees, (b) bonus or other incentive compensation to be paid to similarly situated male and female employees, and (c) salary increases
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between similarly situated male and female employees. If the Monitor determines that there are significant (i.e., material) disparities or patters of disparities in compensation (as described in (a)-(c) above), then the Monitor shall recommend to Human Resources that adjustments in compensation be made in order to eliminate such disparities, unless the Monitor’s review shows that the final salary or incentive compensation is not based on gender. Human Resources will inform the Monitor as to whether any further adjustments were made by Willis of New York, Inc. within forty-five (45) days of receiving the Monitor’s recommendation. If the Monitor disagrees with Willis of New York, Inc.’s final compensation decisions he or she will report that opinion to counsel for Willis of New York, Inc. and to Class Counsel within forty-five (45) days after receiving Willis of New York, Inc.’s final decisions and/or adjustments. 8. If Willis of New York, Inc. becomes aware of a formal or informal complaint of discriminatory compensation practice(s) based on gender within Willis of New York, Inc. – whether raised by employees, managers, human resources or Class Counsel, and whether submitted to any manager or to any human resources representative – Willis of New York, Inc. will investigate within one hundred eighty (180) days and make any necessary adjustment. Willis of New York, Inc. agrees to report its findings to the complainant within one hundred eighty (180) days of the complaint. C. Promotions
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1. All vacancies will be posted so that current employees have the opportunity to apply for other positions within Willis of New York.
2. If Willis becomes aware of a formal or informal complaint of discriminatory promotion practice(s) based on gender within Willis of New York – whether raised by employees, managers, human resources or Class Counsel, and whether raised to managers or to human resources and whether raised locally or to a Willis employee situated elsewhere – Willis will investigate and make any necessary adjustment within one hundred eighty (180) days. Willis agrees to report its findings to the complainant within one hundred eighty (180) days of the complaint.
D. Informing Managers of Consent Decree Requirements No later than ten days after the Effective Date of the Decree, Willis of New York, Inc. shall provide to the CEO and head Human Resources manager of Willis of New York, Inc. a copy of the Consent Decree provisions relating to injunctive relief. E. Review and Comment With respect to those portions of the Injunctive Relief provisions of this Decree, Sections VI(A)(7) and (B), which require Willis of New York, Inc. to submit policies for review to the Monitor before Willis of New York, Inc. implements such policy, the following provisions will apply:
1. Willis of New York, Inc. shall produce a copy of the policy to the Monitor before Willis of New York, Inc. implements the policy.
2. The Monitor shall have the right to review and provide comments to Willis of New York, Inc. on the policy. The Monitor shall provide his or
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her comments to Willis of New York, Inc. within 60 days of receipt of the policy. 3. To the extent Willis of New York, Inc. disagrees with any comments recommended by the Monitor, Willis of New York, Inc. will so advise the Monitor within 60 days. 4. If the Monitor believes that the final policy adopted by Willis of New York, Inc. is inconsistent with the requirements of the Consent Decree, he or she will report that opinion to counsel for Willis and to Class Counsel. With respect to those portions of the Injunctive Relief provisions of this Decree, Sections VI(B)(6), which require Willis of New York, Inc. to submit compensation decisions for review to the Monitor before Willis of New York, Inc. implements such compensation decisions, the following provisions will apply: 5. Willis of New York, Inc. shall produce a copy of the planned compensation decisions to the Monitor no more than 45 days after Willis of New York, Inc. implements the decisions. 6. The Monitor shall have the right to review and provide comments to Willis of New York, Inc. on the compensation decisions. The Monitor shall provide his or her comments to Willis of New York, Inc. within 60 days of receipt of the information concerning planned compensation decisions. 7. To the extent Willis of New York, Inc. implements any changes to its compensation decisions consistent with the comments of the Monitor, Willis of New York, Inc. commits to making such changes retroactive to
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the date of the original decision. Willis will not decline to make a change proposed by the Monitor on the grounds that increasing a woman’s compensation would make the total of all compensation adjustments exceed the original allocated amount. 8. To the extent Willis of New York, Inc. disagrees with any recommendations by the Monitor, Willis of New York, Inc. will so advise the Monitor within 60 days. 9. If the Monitor believes that the final compensation decisions adopted by Willis of New York, Inc. are inconsistent with the requirements of the Consent Decree, he or she will report that opinion to counsel for Willis and to Class Counsel. F. Monitor 1. The parties agree jointly to Kathleen Lundquist as the Monitor. 2. During each year in which the Decree is in effect and the Monitor is responsible for monitoring and enforcement of the Decree, the Monitor will be compensated for fees and expenses in an amount not to exceed $25,000. The Monitor’s fees and expenses will be paid by Defendant. A summary of hours expended and expenses incurred will be presented to Willis annually. If there is any dispute about the amount of fees and expenses payable to the Monitor, a fee petition will be presented to the Court. 3. If counsel for either party has reason to believe that the Monitor is not fulfilling her responsibilities under the terms of the Consent Decree, counsel may move the Court to remove the Monitor and select a new
24

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 28 of 51
monitor pursuant to Section VI (F), paragraph 4, below. In order to prevail on such a motion, the moving party must establish by a preponderance of evidence that the Monitor has not fulfilled her responsibilities and cannot cure any alleged deficiencies in her performance. Prior to making any motion, counsel for the moving party must follow the dispute resolution processes set forth in Section VIII of the Consent Decree. A moving party whose motion is denied will not be awarded attorneys’ fees. The Court may award attorneys’ fees to the nonmoving party in the Court’s discretion. 4. In the event that the Monitor needs to be replaced pursuant to paragraph 3, the parties will submit a list of four proposed Monitors (two names from each party) to the Court from which the Court will select the Monitor.
VII. COVENANT TO COMPLY WITH GENDER DISCRIMINATION LAWS Willis of New York, Inc. has had and continues to have written policies against
discrimination based on gender. In accordance with those policies, the Willis of New York, Inc. will not discriminate on the basis of gender against any female officers or equivalents. VIII. DISPUTE RESOLUTION PROCEDURES
In the event any dispute arises concerning implementation of the Consent Decree, Class Counsel and Willis will confer and use their reasonable efforts to resolve any disputes regarding the interpretation or implementation of the Decree.
The party wishing to raise the dispute shall give written notice, via overnight mail, to Class Counsel (Giskan Solotaroff Anderson & Stewart LLP, 11 Broadway, Suite 2150, New York, New York 10004, Attention: Robert L. Herbst, Esq.) or counsel for Willis (Proskauer
25

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 29 of 51
Rose LLP, Eleven Times Square, New York, New York, 10036, Attention: Bettina B. Plevan, Esq.; Willis North America Inc., 26 Century Blvd., Nashville, TN 37214, Attention: Rob Lapinsky) of the specific issue in dispute and desired resolution sought. Within fourteen days after receiving such notice, the other party shall respond in writing and provide its written position. The parties shall thereafter undertake good faith negotiations, including a meeting by telephone or in person, and exchange of relevant documents or other information necessary to resolve the issues in dispute.
If such efforts fail to resolve a dispute regarding the interpretation or implementation of the Decree, then Class Counsel or Willis’s counsel may file a motion with the Court requesting resolution of the dispute. The Court may award attorneys’ fees to either party in accordance with applicable law. IX. REPORTING AND RECORDKEEPING
A. Document Preservation Willis shall retain final records required to be created or maintained by this Decree for the term of the Decree or as required by state or federal law, whichever is longer. Class Counsel shall be entitled to review, upon reasonable request, all final records required to be created or maintained by Willis pursuant to this Decree. B. Reporting Requirements
1. Reporting Schedule Willis shall report annually during the term of the Decree to the Monitor on its implementation of the policies and procedures set forth in Section VI of the Decree.
2. Information to Be Reported The information Willis will report will include:
26

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 30 of 51
a. The extent to which Performance Evaluation forms are completed for the relevant group of employees prior to completion of the salary review process each year.
b. Compliance with Section VI(B) of this Decree. X. ATTORNEYS’ FEES, COSTS AND EXPENSES
Willis agrees to pay Class Counsel $3,600,000, as reflected in Section V(3), as attorneys’ fees and expenses associated with representing the putative plaintiff class, the Class Representatives and Theresa Reardon, and Willis will not oppose a petition seeking such an award of fees and costs. Plaintiffs represent that this amount reflects the actual expenses and reasonable lodestar class counsel have incurred to date, plus a conservative estimate of the time and expenses that will be required to bring the case to a conclusion, without a multiplier. This is the sole compensation which Class Counsel will receive for all work done on this case, past or future, except under the provisions of Section VIII (i.e. in the event of a breach, the Court may award fees for enforcing the decree). Future work required will include presenting the Consent Decree for approval, answering questions from class members, responding to any objections and obtaining final approval, and monitoring the decree thereafter. Pursuant to Federal Rule of Civil Procedure 23(h), Class Counsel will submit a fee petition to the Court, consistent with the terms of this Agreement. XI. NOTICE, FAIRNESS HEARING, FINAL APPROVAL
Subject to approval by the Court, the parties hereby agree to the following procedures and schedule for notice and submission of this Consent Decree to the Court for approval pursuant to Federal Rule of Civil Procedure 23(e).
A. Notice
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The parties agree to submit this Consent Decree and attachments to the Court for approval preliminarily, and in doing so, agree to recommend that the terms of the Decree are fair, reasonable, and adequate to the Class as a whole, as Federal Rule of Civil Procedure 23(e) requires. Attached to this Consent Decree as Exhibit B is a Notice of the Class Action and Proposed Settlement (“Notice”). The Notice contains a brief description of the claims advanced by the plaintiff class and Willis’ denial of liability for such claims, a summary of the terms of the proposed settlement, and of the proposed settlement and a notice of a fairness hearing to be held pursuant to Federal Rule of Civil Procedure 23(e). Should the Court give preliminary approval to the Consent Decree, the parties will issue the Notice to members of the class by the best means practicable.
No later than the date on which the motion for preliminary approval and this Decree are submitted to the Court, Willis shall prepare and deliver to the Settlement Administrator a computer disk (or other electronic format) containing information needed to distribute Notice and monetary relief to Class Members. Such information shall include, for each class member: name; social security number; and last-known address. The Settlement Administrator shall treat this information as confidential and update the information provided by Willis with any new addresses for such Class members as it may obtain from the National Change of Address System to create a “Class Notice List.” Within four days after Preliminary Approval of this Consent Decree, the Settlement Administrator shall send by certified mail, postage prepaid, to each person on the Class Notice List, a copy of the Notice.
If a notice is returned as “undeliverable,” the Settlement Administrator shall use its best efforts and make an electronic search for such class member within seven (7) days of receipt of
28

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the returned notice, and the Settlement Administrator shall re-mail the notice to any additional address obtained.
The parties agree to request that the Court schedule a hearing to determine whether this Consent Decree is fair, reasonable, and adequate to the Class as a whole on June 28, 2011.
B. Comments and Objections Class members who wish to present objections to the proposed settlement must do so in writing. Written objections shall state with specificity the provision(s) of the Decree to which the Class member objects. Written objections shall be mailed to the Settlement Administrator at Willis Claims Administrator, c/o Rust Consulting, Inc., P.O. Box 920, Minneapolis, MN 55440-0920, and must be received by the Settlement Administrator on or before June 22, 2011. Written objections should also state whether the Class member wishes to be heard at the Final Fairness Hearing. Any Class Member who timely files objections with the Settlement Administrator may, but is not required to, speak at the Fairness Hearing. Such class member may obtain her own attorney to speak on her behalf, but the objecting class member must bear the expense of any such attorney. Objections raised at the Fairness hearing shall be limited to those matters raised in timely written objections. The Settlement Administrator shall: (i) date stamp the original of any objections it receives, (ii) serve copies on Class Counsel and Willis’ counsel no later than two (2) business days after the Settlement Administrator receives the objections, and (iii) file the date-stamped originals with the Clerk of the Court no later than June 24, 2011. The Settlement Administrator shall retain copies of all written objections until the Settlement Administrator is relieved of its duties and responsibilities under the Decree. C. Dismissal With Prejudice at Expiration of Decree
29

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 33 of 51 The Class Complaint filed in this action against Willis shall be dismissed in its entirety,
with prejudice, at the end of the term of this Decree, pursuant to a Joint Stipulation of Dismissal. AGREED Dated: May 5, 2011
30

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 34 of 51

GI8KANBOLOTAROFF ANDERSON &
::~WART~
Robert L. Herbst (RLH 8851) 11 Broadway~ Suite 2150 '
New York~ New: York 10004

RespectfUlly submitted;
BRILL & MEISEL
By; \los~ G ) ~ .. Rosalind S. Fink (RF 2492) 845 Third Avenue New York.;.NY 10022

so ORIlERED
Dated: -~--,-,.,-

COHEN MILSTEIN SELLERS & TOLL

tJ/HJe(\.... (h~~ RLLC "AJ","',\ By:· (

:9'0' .
,<l"~'',\Ijf~' .

C~e E. Webber':(CW-03:6'9)

110gNewY:ork Avenue, N.W.

S~ite 500, West To-wer

Washingtem, DC 2-0005

(202j- 408-4600

Attorneys.for Plaintiffs

PROSKAUER ROSE LLP

By;

-;--

_

Bettina· B. Plevanl Esq.
Jeremy Brown, Esq.

'Proskauet' Rose LLP

Eleven Time.s Square New-York, N~ York 10036-8299

Attemeys for Defendants

.Richa.rdM. Berman
United Slates District Judge

31

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 35 of 51

GISKAN SOLOTAROFF ANDERSON &, STEWART LLP
Robert L. Herbst (RLH 8851) 11 Broadway, Suite 2150
New York, New York 10004

Respectfully submitted,
BRILL & MEISEL
By Rosalind S. Fink (RF 2492)
845 Third Avenue New York, NY 10022

SO ORDERKD
Dated:

COHEN MILSTEIN SELLERS & TOLL
PLLC
By: Christine E. Webber (CW-0339) 1100New York Avenue, N.W. Suite 500, West Tower Washington, DC 20005 (202) 408-4600
Attorneys for Plaintiffs
PR
By:
Bettina B.Plevan, Esq.
Jeremy Bmwn, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036-8299
Attorneys for Defendants
Richard M. Barman United States District Judge

31

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 36 of 51
Exhibit A

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 37 of 51

jc job_title AZ100 AZ150 AZ300 Controller AZ315 Insurance AZ400 Accounting AZ401 Insurance AZ445 AZ450 AZ475 Financial AZ600 Business CA300 IMS CA310 CA320 CA400 CA410 CA420 CA430 CA500 Claim CA510 Claim CA520 Senior CA530 Claim CA538 Senior CA650 Claim EA260 Regional EA290 EA295 EA300 Chairm EA310 EA315 Presiden EA320 EA330 Managing EA345 EA350 Region EA355 EA385 Regional EA390 National GZ100 Chief GZ300 Office GZ310 GZ315 Analyst GZ317 Communications GZ318 Communica GZ320 Adm GZ420

Chief Financial Officer Regional Finance Officer
Controller Manager
Accounting Manager Strategic/Fin Projects Mgr Senior Financial Analyst
Analyst Analyst Manager Loss Control / Risk Manager Senior Loss Control Risk Mgr Senior Loss Control Consultant Loss Control Consultant Safety & Loss Control Engineer SR Safety Loss Control Engr s Manager s Supervisor Claims Specialist s Specialist Claims Adjuster s Consultant Admin Officer EVP - Special Projects EVP - Operations an Chief Executive Officer t Chief Operating Officer
Director Production Manager - WNA
Manager Unit Manager - WNA
Partner Partner Administrative Officer Manager Assistant Office Manager
Specialist tions Manager inistration Manager Bus. Development Administrator

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 38 of 51

GZ504 Facilities HZ310 IT043 Technical IZ380 IZ430 IZ471 MA300 Marketing MA310 Marketing MA325 MA330 MA400 MA405 MA500 MA505 MA510 Marketing MA515 Marketing MA600 Resource MA620 MA720 NA001 Tem NO100 Practice NO200 NO250 Managing NO490 Managing NO500 Senior NO505 Consultant NW100 PA310 PA320 PA500 Producer PA525 Associate PA550 PA600 PA603 Senior PA605 Broker RA001 Tem RA340 Account RA342 RA345 Client RA347 RA350 RA550 RA600 SA001 Tem SA200 Senior

Manager Regional HR Manager
Specialist Bus Systems Coordinator IV Senior Programmer / Analyst Business Systems Manager
Director Manager Regional Marketing Officer Senior Marketing Manager Senior Broker - WNA Broker - WNA Senior Marketing Specialist Market Strategy Specialist Specialist Analyst Manager Senior Resource Specialist Bus. Development Administrator porary--Consulting Leader Senior Resource Consultant Director Consultant Consultant
Wrap Trac Center Manager Unit Manager / Team Leader Asst Unit Mgr / Team Leader
Producer Investment Hire Producer Producer / Account Executive
Broker
porary--Producer/Servicer Executive
Associate Client Advocate Advocate
Senior Client Advocate Senior Account Executive Investment Hire Producer Producer / Account Executive
porary--Client Services Client Manager

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 39 of 51

SA210 Client SA220 SA300 SA315 SA317 Technical SA320 Account SA330 SA340 SA342 SA345 Client SA347 SA350 SA355 SA358 Service SA400 SA410 Account SA420 SA445 Associate SA500 Technical SA800 TA200 TA300 Production TA305 TA310 TA320 TA330 Managing TA350 Region UO200 Underwritin

Manager Regional Service Officer Client Services Manager Senior Technical Broker
Broker Executive Associate Account Executive Client Services Supervisor Associate Client Advocate Advocate Senior Client Advocate Client Service Director, NA Casualty Svc Unit Manager Leader Senior Account Manager Manager Assistant Account Mgr/CSR III
Broker Assistant Special Services Manager Regional Executive Officer Manager Team Leader - WNA Chief Executive Officer Asst Unit Mgr/Team Leader Director Manager
g Manager

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 40 of 51
Exhibit B

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 41 of 51

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

-------------------------------------- X

ADRIANNE CRONAS, LINDA PASICHNYK :

and THERESA REARDON, individually and :

on behalf of all similarly situated persons,

:

:

:

Plaintiffs,

:

:

-against-

:

:

WILLIS GROUP HOLDINGS, LTD., WILLIS :

OF NORTH AMERICA INC., WILLIS OF :

NEW YORK, WILLIS OF NEW JERSEY, :

WILLIS OF MASSACHUSETTS,

:

:

Defendants.

:

:

:

-------------------------------------- X

06 CV 15295 (RMB)(DCF) ECF Case
NOTICE OF SETTLEMENT OF CLASS ACTION LAWSUIT

TO: Women employed by Willis of New York, Inc. (“Defendant” or “Willis”) at any time from January 1, 2002 through December 31, 2007 and held a position eligible for the award of an officer title (such as Assistant Vice President, Vice President, Senior Vice President and Executive Vice President). The list of eligible positions is attached as Exhibit A at the end of this Notice.

• PLEASE READ THIS NOTICE CAREFULLY.

• IF YOU WISH TO COMMENT IN FAVOR OF THE SETTLEMENT OR OBJECT TO THE SETTLEMENT, YOU MUST FOLLOW THE DIRECTIONS IN THIS NOTICE.

• YOU MAY BE ELIGIBLE TO RECEIVE MONEY FROM THE SETTLEMENT OF THIS CASE.

• YOUR LEGAL RIGHTS MAY BE AFFECTED BY THIS LAWSUIT

• IF YOU RECEIVED THIS NOTICE ON BEHALF OF A CLASS MEMBER WHO IS DECEASED, YOU SHOULD PROVIDE THE NOTICE TO THE AUTHORIZED LEGAL REPRESENTATIVE OF THE CLASS MEMBER.

Pursuant to the order of the United States District Court for the Southern District of New York, entered on ___________ 2011, YOU ARE HEREBY NOTIFIED AS FOLLOWS:

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 42 of 51
A proposed settlement (the “Settlement”) has been reached between the parties in this class action pending in the United States District Court for the Southern District of New York brought on behalf of all individuals described above (the “Class”). The Court has preliminarily approved the Settlement, whose terms are set forth in a proposed Consent Decree, and has conditionally certified the Class for purposes of Settlement only. You have received this notice because the parties’ records indicate that you are a member of the Class. This notice is designed to inform you of how you can comment in favor of the Settlement or object to the Settlement. If the Settlement is finally approved by the Court, the Settlement will be binding upon you, even if you object to the Settlement.
I. BACKGROUND OF THE CASE
On December 19, 2006, Adrianne Cronas filed this suit, Cronas, et al v. Willis Group Holdings Ltd., et al, No. 06 CV 15295, as a putative class action, asserting sex discrimination claims under 42 U.S.C. § 2000e-5 et seq., 42 U.S.C. § 1981a, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991 (“Title VII”); and the New York State and City Human Rights Laws, N.Y.Exec. Law §§ 290 et seq.; and New York City Admin. Code §§ 8-107 et seq. On July 3, 2008, an Amended Complaint was filed in which Linda Pasichnyk and Theresa Reardon were also named as plaintiffs. On November 20, 2008, plaintiff Reardon’s claims were compelled to arbitration and dismissed from this lawsuit. Her claims were never arbitrated.
The plaintiffs claimed that female employees had been paid lower compensation (including salary, bonus, and stock options) than men doing the same work and were denied awards of officer titles and promotion to more senior positions than men received. They sought to change Willis’s policies and to obtain lost earnings and other damages on behalf of themselves and other women who have held jobs covered by this case from January 1, 2002 through December 31, 2007.
Throughout the case, Willis denied and continues to deny all charges of wrongdoing or liability associated with the claims alleged, but wishes to resolve and settle the lawsuit and Ms. Reardon’s claims. The Court did not rule on whether Willis discriminated against women or whether Willis’s conduct violated any laws.
Plaintiffs and Willis, and their counsel, have concluded that the Settlement is advantageous, considering the risks and uncertainties to each side of continued litigation. The parties and their counsel have determined that the Settlement is fair, reasonable, and adequate and is in the best interest of the members of the Class.
II. SUMMARY OF THE SETTLEMENT
The Consent Decree setting forth the terms of the Settlement provides for the following:
A. Who is included in the Settlement?
You are included in the Settlement if you were employed by Willis of New York, Inc. at any time from January 1, 2002 through December 31, 2007 and held a position eligible for the award of an officer title (such as Assistant Vice President, Vice President, Senior Vice President and

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 43 of 51
Executive Vice President). The list of eligible positions is attached as Exhibit A at the end of this Notice.
B. What is the legal effect of the Settlement on my rights?
If you are a member of the Class, the Settlement will affect you. If the Court grants final approval of the Settlement, in exchange for the $12.4 million Settlement Payment, this action will be dismissed with prejudice and all Class Members will fully release and discharge defendants from all claims for monetary or injunctive relief for claims of sex discrimination in regard to compensation and promotion arising at any time between January 1, 2002 to December 31, 2007. When a person “releases” claims, that means she cannot sue the defendants for any of the claims covered by the release. If you are a Class Member and you have not previously released or resolved your claims, you will receive a payment based upon the distribution formula described below.
C. Can I decide to opt out of this Settlement?
The Class is now certified under Rule 23(b)(2), which does not provide a right to opt out of the Class. This means that, after the Court grants final approval of the Settlement, you will not be able to bring your own separate lawsuit or other legal proceeding regarding the claims covered in this lawsuit, for the period covered by this lawsuit.
D. What if a Class Member is deceased?
The authorized legal representative(s) of a Class Member may receive a recovery on behalf of the Class Member.
E. How and What Do I Do to Make Sure The Settlement Administrator Has My Correct Address?
If your address changes from the address to which this Notice was directed, you must notify the Settlement Administrator of your new address as soon as possible. Failure to keep the Settlement Administrator informed of your address may result in the loss of any monetary award you might be eligible to receive. Please send new contact information to the Settlement Administrator at the address listed below and include your old address, new address, new telephone number, date of birth, and Social Security number. These last two items are required so that the Administrator can verify that the address change is from an actual class member.
Willis Claims Administrator c/o Rust Consulting, Inc. P.O. Box 920 Minneapolis, MN 55440-0920 877-526-1014

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 44 of 51
F. What will I receive from the Settlement?
The total settlement amount is $12.4 million. That consists of (i) $8,188,362.88 to compensate the class claims of all eligible class members, including the Class Representatives (the “Settlement Fund”); (ii) $611,637.12 to compensate Class Representatives Cronas and Pasichnyk for their additional individual claims, and named plaintiff Theresa Reardon for her individual claims; and (iii) $3,600,000 to compensate class counsel for all attorneys’ fees and expenses. If you are a Class member, you will receive a share of the $8,188,362.88, unless you have previously released or resolved your claims or potential claims. Your payment is for lost wages, and thus is subject to normal tax withholding.
Although we cannot determine the exact amount of your Settlement Payment at this time, your final Settlement Payment will be based on a formula devised by plaintiffs’ statistical expert, Dr. Mark Killingsworth, for use at trial. It is consistent with Model 3 of Dr. Mark Killingsworth’s Expert Report as revised May 11, 2010. Using the percentage difference in compensation between men and women identified in Model 3, Dr. Killingsworth will calculate for each Class Member the additional compensation she would have earned under Model 3, for the weeks during the covered period (January 1, 2002 through December 31, 2007) in which she was employed by Willis. The amount calculated for each eligible Class Member will be added together to calculate the total payments. Each class member’s proportionate share of the total payment will be calculated, and each eligible class member will be allocated that percentage of the Settlement Fund, after the service awards amounts for the class representatives, described below, have been deducted ($8,068,362.88). For example, if a class member’s proportionate share of the total alleged back pay is ½ %, then she would be awarded ½ % of $8,068,362.88, or $40,341.81. Dr. Killingsworth’s calculation will be final.
G. What are the Class Representatives’ payments and Theresa Reardon’s payment?
• If the Court approves such payments, service awards of $60,000 each will be paid to Class Representatives Adrianne Cronas and Linda Pasichnyk and deducted from the Settlement Fund. These payments are being made because of the time and effort expended, including appearing for deposition, responding to interrogatories and document requests, and assisting in preparation for depositions taken of defendants’ officers; risks taken; value added by these plaintiffs in assisting in the prosecution of the claims, and executing a general release rather than one limited to Class Claims. Their services were important in creating the fund of $8,188,362.88 for the benefit of the Class. These payments are separate from and in addition to the shares of the settlement fund that these plaintiffs may receive as Class Members.
• Class Representatives Cronas and Pasichnyk and Theresa Reardon also will be paid $611,637.12 in settlement of their additional individual claims. These claims include the claims of Adrianne Cronas, as alleged in the Class Complaint, alleging discriminatory and retaliatory discharge, for which $265,771.06 has been allocated; the claims of Linda Pasichnyk in Pasichnyk v. Willis Group Holdings, Ltd., Willis of North America Inc., Willis Corroon Corporation of New York, Inc., and Willis Americas Administration, Index No. 107097/2010, now pending in Supreme Court, New York County, alleging constructive discharge and a hostile work environment, for which $295,866.06 has been

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 45 of 51
allocated; and also the claim by Theresa Reardon that she was subjected to discrimination in promotional opportunities and discrimination in compensation while employed at Willis of Massachusetts, Inc., which affected both her salary and bonus, and also her ultimate pension payments, for which $50,000 has been allocated. These payments also are separate from and in addition to the shares of the settlement fund that Cronas and Pasichnyk may receive as Class Members, and they are paid in settlement of separate, non-class claims.
H. What are the Plaintiffs’ counsel’s fees and costs?
Plaintiffs’ counsel are submitting a motion to the Court seeking approval for an award of $3,600,000 for the attorneys’ fees and out-of-pocket expenses incurred in litigating this case on behalf of the Class and the Class Representatives. If approved by the Court, this amount will be deducted from the total settlement amount. This amount represents only the time and disbursements actually expended and advanced in the almost seven years plaintiffs’ counsel have investigated and prosecuted this matter, plus a small additional amount for anticipated future work. The motion for attorneys fees and expenses will be posted at www.gslawny.com when it is submitted to the Court. It is anticipated that the motion will be submitted and posted on or before May 20, 2011.
I. What other relief was agreed to by Willis?
In addition to the monetary relief described above, the Class Representatives, Willis and the attorneys for the Class have agreed to the following injunctive relief:
1. Performance Evaluations
Willis will utilize a performance appraisal system that uses factors that are anchored in observable behaviors that are necessary in achieving success in the job, and result in an overall numerical rating. Managers will be trained on how to administer the process properly, and evaluations will continue to be completed at least annually. The results of the performance evaluations will be used in setting and adjusting compensation. In addition, for supervisory employees, the performance appraisal will include factors which assess their efforts and success in cultivating and managing a diverse workforce.
2. Compensation Practices
Willis will set forth in writing the factors used to make compensation decisions, and ensure the factors are defined in sufficient detail to guide manager’s compensation decisions. Before compensation decisions are final, Human Resources will review proposed decisions and evaluate whether there are significant (i.e., material) disparities, or a pattern of disparities, between similarly situated male and female employees, and will recommend adjustments if appropriate.
3. Promotion Practices
Willis will post all vacancies so that current employees will have the opportunity to apply for other positions at Willis of New York, Inc. Should Willis become aware of any formal or informal complaint of discriminatory promotion practice(s) based on gender within Willis of

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 46 of 51
New York, Inc. – whether raised by employees, managers, human resources or Class Counsel, and whether raised to managers or to human resources and whether raised locally or to a Willis employee situated elsewhere – Willis will investigate and make any necessary adjustment within one hundred eighty (180) days. Willis will report these findings within one hundred eighty (180) days of the complaint.
4. Review by an independent monitor.
Any revisions to Willis of New York, Inc.’s performance appraisal policy or compensation policy will be presented to a Monitor, who has been agreed to by the parties, for review and comment before being adopted by Willis.
After Human Resources reviews compensation decisions and after adjustments, if any, are made, the same information will be provided to the Monitor to make an independent assessment of whether there are significant (i.e., material) disparities in compensation between similarly situated male and female employees which should be adjusted. If Willis does not make adjustments, if any, proposed by the Monitor, then the Monitor will notify counsel for the parties.
III. CLASS REPRESENTATIVES’ AND CLASS COUNSEL’S SUPPORT OF THE SETTLEMENT.
The Class Representatives and Class Counsel support this settlement. Their reasons include the inherent risks of denial of class certification, the risk of no recovery or limited recovery if a trial proceeded on the merits, and the inherent delays and uncertainties associated with litigation. Based on their experience litigating similar cases, Class Counsel believe that further proceedings in this case, including a trial and probable appeals, would be very expensive and protracted. No one can confidently predict how the various legal questions at issue, including the amount of damages, would ultimately be resolved. Therefore, upon careful consideration of all of the facts and circumstances of this case, Class Counsel believe the Settlement is fair, reasonable and adequate.
IV. WHAT OPPORTUNITY WILL I HAVE TO GIVE MY OPINION ABOUT THE SETTLEMENT?
If you wish to object to the Settlement, you may submit a written statement of the objection to the Claims Administrator at the address below. If you wish to present your objection at the Final Approval Hearing, you must state your intention to do so in your written objection. Your written objection must include all reasons for the objection. You will not be allowed to present reasons for your objection that you did not describe in your written objection.
To be considered, your objection must be mailed to Willis Claims Administrator, c/o Rust Consulting, Inc., P.O. Box 920, Minneapolis, MN 55440-0920 via First Class United States Mail, postage prepaid, or by overnight mail or delivery service such as Federal Express or United Parcel Service, and must be received by June 22, 2011. The statement must also include your name, job title, dates of employment, address, and telephone numbers.

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 47 of 51
If you file an objection to the Settlement, you have a right to appear at the Final Approval Hearing either in person or through counsel hired by you (at your own expense). If you wish to appear at the Final Approval Hearing, you must state your intention to do so in writing on your objection at the time you submit your written objection. You will not be permitted to present an objection at the Final Approval Hearing based on a reason not stated in your written objection.
V. FINAL SETTLEMENT APPROVAL HEARING.
The Court will hold a Final Approval Hearing in the United States District Court, 500 Pearl Street, Courtroom 21B, New York, New York on ___________, 2011 at ___ a.m. to determine whether the settlement should be finally approved as fair, reasonable and adequate. The Court will also be asked to approve Class Counsel’s request for costs and attorneys’ fees and payments made to Class Representatives. The hearing may be postponed without further notice to the Class. YOU ARE NOT OBLIGATED TO ATTEND THIS HEARING.
VI. GETTING MORE INFORMATION.
The above is a summary of the basic terms of the Settlement. For the precise terms and conditions of the Settlement, you are referred to the Consent Decree, dated [ ], which will be on file with the Clerk of Court and may be examined on-line at www.gslawny.com. Class members without access to the internet may be able to review this document on-line at locations such as a public library. In addition, the pleadings and other records of this litigation, including the Consent Decree, may be examined at any time during regular business hours in the United States District Court, 500 Pearl Street, New York, New York, or you may contact Class Counsel for assistance in obtaining a copy of the Consent Decree.
The attorneys for Plaintiffs, who are also Class Counsel, are:
Robert L. Herbst, Esq. Giskan Solotaroff Anderson & Stewart LLP 11 Broadway, Suite 2150 New York, NY 10004 (646) 964-9611
Rosalind Fink, Esq. Brill & Meisel 845 Third Avenue New York, NY 10022 (212) 753-5599
Christine E. Webber, Esq. Cohen Milstein Sellers & Toll PLLC 1100 New York Ave., N.W. Suite 500, West Tower Washington, D.C. 20005 (202) 408-4600

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 48 of 51
If you have any questions or require additional information, you may call or write to any of the above attorneys or write to the Willis Claims Administrator, c/o Rust Consulting, Inc., P.O. Box 920, Minneapolis, MN 55440-0920, stating that you are requesting assistance regarding the Cronas litigation.
PLEASE DO NOT TELEPHONE THE COURT, DEFENDANTS’ COUNSEL, OR WILLIS FOR MORE INFORMATION REGARDING THIS SETTLEMENT OR THE CLAIMS PROCESS!
This notice is sent to you by Order of the United States District Court for the Southern District of New York.

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 49 of 51

jc job AZ100 AZ150 AZ300 C AZ315 Ins AZ400 A AZ401 AZ445 St AZ450 Seni AZ475 Fin AZ600 Bu CA300 I CA310 CA320 CA400 CA410 CA420 CA430 CA500 Clai CA510 C CA520 Sen CA530 Claim CA538 Sen CA650 C EA260 Reg EA290 EA295 EA300 Chairm EA310 EA315 Pr EA320 EA330 M EA345 EA350 Reg EA355 EA385 Reg EA390 N GZ100 Chief GZ300 Of GZ310 Assistant GZ315 A GZ317 Co GZ318 C GZ320 Adm GZ420 Bu GZ504 Facilities HZ310 R IT043 Techn IZ380 IZ430 IZ471

EXHIBIT A
_title Chief Financial Officer Regional Finance Officer
ontroller urance Controller ccounting Manager
Insurance Accounting Manager rategic/Fin Projects Mgr or Financial Analyst ancial Analyst siness Analyst MS Manager
Loss Control / Risk Manager Senior Loss Control Risk Mgr Senior Loss Control Consultant Loss Control Consultant Safety & Loss Control Engineer SR Safety Loss Control Engr
ms Manager laims Supervisor
ior Claims Specialist s Specialist
ior Claims Adjuster laims Consultant
ional Admin Officer EVP - Special Projects EVP - Operations
an Chief Executive Officer
esident Chief Operating Officer
anaging Director Production Manager - WNA
ion Manager Unit Manager - WNA
ional Partner ational Partner
Administrative Officer fice Manager
Office Manager nalyst mmunications Specialist ommunications Manager
inistration Manager s. Development Administrator
Manager egional HR Manager
ical Specialist Bus Systems Coordinator IV Senior Programmer / Analyst Business Systems Manager

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 50 of 51

MA300 Mar MA310 Mar MA325 Reg MA330 MA400 MA405 Br MA500 MA505 MA510 Mark MA515 Mar MA600 Reso MA620 MA720 Bu NA001 Tem NO100 Practice NO200 NO250 M NO490 M NO500 Sen NO505 C NW100 PA310 PA320 PA500 Pr PA525 Ass PA550 PA600 PA603 Sen PA605 Br RA001 Tem RA340 A RA342 RA345 Clien RA347 Sen RA350 Sen RA550 RA600 SA001 Tem SA200 Seni SA210 C SA220 SA300 SA315 SA317 Technical SA320 Account SA330 SA340 SA342 SA345 Clien SA347 Sen SA350 SA355 SA358 Service

keting Director keting Manager ional Marketing Officer Senior Marketing Manager Senior Broker - WNA oker - WNA Senior Marketing Specialist Market Strategy Specialist eting Specialist keting Analyst urce Manager Senior Resource Specialist s. Development Administrator porary--Consulting
Leader Senior Resource Consultant
anaging Director anaging Consultant
ior Consultant onsultant Wrap Trac Center Manager Unit Manager / Team Leader Asst Unit Mgr / Team Leader oducer
ociate Producer Investment Hire Producer Producer / Account Executive
ior Broker oker
porary--Producer/Servicer ccount Executive Associate Client Advocate
t Advocate ior Client Advocate ior Account Executive Investment Hire Producer Producer / Account Executive porary--Client Services or Client Manager lient Manager Regional Service Officer Client Services Manager Senior Technical Broker
Broker Executive Associate Account Executive Client Services Supervisor Associate Client Advocate t Advocate ior Client Advocate Client Service Director, NA Casualty Svc Unit Manager Leader

Case 1:06-cv-15295-RMB-DCF Document 131-1 Filed 05/06/11 Page 51 of 51

SA400 Sen SA410 A SA420 SA445 Ass SA500 Technical SA800 TA200 Regional TA300 Pro TA305 TA310 TA320 TA330 M TA350 Reg UO200 Un

ior Account Manager ccount Manager Assistant Account Mgr/CSR III
ociate Broker Assistant
Special Services Manager Executive Officer
duction Manager Team Leader - WNA Chief Executive Officer Asst Unit Mgr/Team Leader
anaging Director ion Manager derwriting Manager

 
 Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 1 of 22
CLOSED, CASREF, RELATED
U.S. District Court Southern District of New York (Foley Square) CIVIL DOCKET FOR CASE #: 1:06−cv−15295−RMB−DCF

Cronas v. Willis Group Holdings, Ltd. et al Assigned to: Judge Richard M. Berman Referred to: Magistrate Judge Debra C. Freeman
Magistrate Judge Debra C. Freeman (Settlement)
Related Case: 1:01−cv−06558−GEL
Cause: 42:2000e Job Discrimination (Employment)
Plaintiff

Date Filed: 12/19/2006 Date Terminated: 03/01/2012 Jury Demand: Plaintiff Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question

Adrianne Cronas on behalf of herself and all similarly situated persons

represented by Robert Lloyd Herbst Giskan, Solotaroff &Anderson, LLP 11 Broadway Suite 2150 New York, NY 10004 (646) 964−9611 Fax: (646) 638−7857 Email: rherbst@herbstlawny.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Christine Webber Cohen Milstein Sellers &Toll PLLC 1100 New York Ave, NW Suite 500 Washington, DC 20005 (202) 408−4600 Fax: (202) 408−4699 Email: cwebber@cohenmilstein.com PRO HAC VICE

Rosalind Sue Fink Brill &Meisel (845 Third Ave.) 845 Third Ave. New York, NY 10022 212 753−5599 Fax: 212 486−6587 Email: rozfink@igc.org ATTORNEY TO BE NOTICED

Plaintiff
Linda Pasichnyk individually and on behalf of all similarly situated persons TERMINATED: 03/01/2012

represented by Christine Webber Cohen Milstein Sellers &Toll ( Philadelphia) 255 South 17th Street Suite 1307 Philadelphia, PA 19103 (202) 408−4616 Fax: (202) 408−4699 Email: cwebber@cohenmilstein.com

Robert Lloyd Herbst (See above for address)

Plaintiff
Theresa Reardon individually and on behalf of all similarly situated persons

represented by Robert Lloyd Herbst (See above for address) ATTORNEY TO BE NOTICED

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 2 of 22

V. Defendant Willis Group Holdings, Ltd.
Defendant Willis of North America, Inc.
Defendant Willis of New York, Inc.
Defendant Willis of New Jersey
Defendant Willis of Masachusetts

represented by Bettina Barasch Plevan Proskauer Rose LLP (NY) 11 Times Square New York, NY 10036 (212) 969−3065 Fax: (212) 969−2900 Email: Bplevan@proskauer.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeremy Miller Brown Proskauer Rose LLP (Newark) One Newark Center 18th floor Newark, NJ 07102 973 274−3200 Fax: 973.274.3299 Email: jbrown@proskauer.com ATTORNEY TO BE NOTICED
represented by Bettina Barasch Plevan (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeremy Miller Brown (See above for address) ATTORNEY TO BE NOTICED
represented by Bettina Barasch Plevan (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeremy Miller Brown (See above for address) ATTORNEY TO BE NOTICED
represented by Bettina Barasch Plevan (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeremy Miller Brown (See above for address) ATTORNEY TO BE NOTICED
represented by Bettina Barasch Plevan (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeremy Miller Brown (See above for address)

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 3 of 22 ATTORNEY TO BE NOTICED

Date Filed 12/19/2006 12/19/2006 12/19/2006 12/27/2006 12/27/2006 12/27/2006 12/27/2006 01/18/2007
02/06/2007 02/06/2007
02/06/2007
02/06/2007 02/07/2007

# Docket Text
1 COMPLAINT against Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Filing Fee $ 350.00, Receipt Number 600560)Document filed by Adrianne Cronas.(jbe, ) Additional attachment(s) added on 1/4/2007 (jeh, ). (Entered: 12/20/2006)
SUMMONS ISSUED as to Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (jbe, ) (Entered: 12/20/2006)
CASE REFERRED TO Judge Gerard L. Lynch as possibly related to 01−6558. (jbe, ) (Entered: 12/20/2006)
CASE ACCEPTED AS RELATED TO 01−cv−6558. Notice of Assignment to follow. (kco, ) (Entered: 01/04/2007)
2 NOTICE OF CASE ASSIGNMENT to Judge Gerard E. Lynch. Judge Unassigned is no longer assigned to the case. (kco, ) (Entered: 01/04/2007)
Magistrate Judge Debra C. Freeman is so designated. (kco, ) (Entered: 01/04/2007)
Mailed notice to the attorney(s) of record of case assignment. (kco, ) (Entered: 01/04/2007)
3 SUMMONS RETURNED EXECUTED Summons and Complaint, served. Willis Group Holdings, Ltd. served on 1/17/2007, answer due 2/6/2007; Willis of North America, Inc. served on 1/17/2007, answer due 2/6/2007; Willis of New York, Inc. served on 1/17/2007, answer due 2/6/2007; Willis of New Jersey served on 1/17/2007, answer due 2/6/2007; Willis of Masachusetts served on 1/17/2007, answer due 2/6/2007. Service was accepted by Bettina Plevin, counsel for defendants. Document filed by Adrianne Cronas. (db) (Entered: 01/25/2007)
4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(Plevan, Bettina) (Entered: 02/06/2007)
5 DECLARATION of Bettina B. Plevan in Support of Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration in Support re: 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit C)(Plevan, Bettina) (Entered: 02/06/2007)
6 FILING ERROR − DEFICIENT DOCKET ENTRY − (SEE DOCUMENT # 8) − MEMORANDUM OF LAW in Support re: 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration. Memorandum of Law in Support of Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative Compel Arbitration. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Appendix 1# 2 Appendix II# 3 Appendix III# 4 Appendix IV# 5 Appendix V)(Plevan, Bettina) Modified on 2/7/2007 (Fusco, Gladys). (Entered: 02/06/2007)
7 RULE 7.1 CORPORATE DISCLOSURE STATEMENT. Identifying Willis Group Holdings Ltd. as Corporate Parent. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(Plevan, Bettina) (Entered: 02/06/2007)
8 MEMORANDUM OF LAW in Support re: 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration. Memorandum of Law in Support of Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative Compel Arbitration. Document filed by

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 4 of 22

02/07/2007 02/27/2007 03/08/2007
03/21/2007 03/21/2007 04/02/2007 08/15/2007 09/17/2007
10/17/2007

Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Appendix I# 2 Appendix II# 3 Appendix III# 4 Appendix IV# 5 Appendix V)(Plevan, Bettina) (Entered: 02/07/2007)
9 NOTICE OF APPEARANCE by Rosalind Sue Fink on behalf of Adrianne Cronas (Fink, Rosalind) (Entered: 02/07/2007)
10 AFFIDAVIT OF SERVICE of Notice of Motion and Memorandum of Law in support of Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative Compel Arbitration served on Rosalind S. Fink, Esq. on 02/27/07. Service was accepted by Ashley Normand,. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Plevan, Bettina) (Entered: 02/27/2007)
11 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Rosalind Fink dated 3/7/2007 re: request that defts' motion to dismiss this new complaint or compel arbitration be stayed until after the Second Circuit has ruled on Ms. Cronas' appeal from this Court's order denying intervention. Endorsement: Denied. First, the issues raised in the motion will have to be resolved in any case, regardless of their Second Circuit's action on the appeal. Second, trial in Hnot is going foward in June. There is no particular reason to expect the Circuit will rule before then, and certainly no reason to expect that the Circuit will rule sufficiently for in advance of trial that this Court can afford to take a leisurely approach to the resolution of the present issues. Therefore, the application for a stay and the alternative application for an extention of the briefing schedule are both denied. SO ORDERED. (Signed by Judge Gerard E. Lynch on 3/8/2007) (jar) (Entered: 03/09/2007)
12 MEMORANDUM OF LAW in Opposition re: 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration. and in Support of Cross−Motion for Relief from Order Denying Intervention in Hnot. Document filed by Adrianne Cronas. (Herbst, Robert) (Entered: 03/21/2007)
13 AFFIRMATION of Robert L. Herbst in Opposition re: 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration.. Document filed by Adrianne Cronas. (Herbst, Robert) (Entered: 03/21/2007)
14 REPLY MEMORANDUM OF LAW in Support re: 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Plevan, Bettina) (Entered: 04/02/2007)
15 ORDER plaintiff's application for an order directing defendants to provide plaintiff with various information is denied. So Ordered. (Signed by Judge Gerard E. Lynch on 8/15/07) (jco) (Entered: 08/22/2007)
16 OPINION AND ORDER #95201: Plaintiff Adrianne Cronas brings this employment discrimination class action against her former employer Willis Group Holdings, and its affiliated entities (collectively, "Willis"). Plaintiff alleges a pattern and practice of sex discrimination and retaliation in violation of Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000e−2 et seq. ("Title VII"), and related state and city laws. Defendants move to dismiss plaintiffs Title VII claims, arguing that plaintiff has not satisfied the administrative requirements for maintaining a Title VII claim, or alternatively, that plaintiffs discrimination claims are subject to mandatory arbitration. Defendants motion will be denied. For the foregoing reasons, defendants' motion is denied. SO ORDERED. (Signed by Judge Gerard E. Lynch on 9/17/2007) (jmi) Modified on 9/19/2007 (Martin, Leslie). (Entered: 09/18/2007)
17 MOTION for Certificate of Appealability., MOTION to Stay. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(Plevan, Bettina) (Entered: 10/17/2007)

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 5 of 22

10/17/2007
10/17/2007
10/22/2007
11/05/2007 11/06/2007 11/12/2007
11/19/2007 12/28/2007 02/05/2008
03/05/2008 06/27/2008

18 DECLARATION of Bettina B. Plevan In Support Of Defendants' Motion For Certification Under 28 U.S.C. 1292(b) And For A Stay in Support re: 17 MOTION for Certificate of Appealability. MOTION to Stay.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit C)(Plevan, Bettina) (Entered: 10/17/2007)
19 MEMORANDUM OF LAW in Support re: 17 MOTION for Certificate of Appealability. MOTION to Stay. Memorandum Of Law In Support of Defendants' Motion For Certification Under 28 U.S.C. 1292(b) And For A Stay. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Plevan, Bettina) (Entered: 10/17/2007)
20 ORDER; Defendant shall serve their answer by 11/1/07. Plaintiffs' response to defendants' motion to certify an interlocutory appeal of the courts ruling on defendants' motion to dismiss, if any, by 11/5/2007, Defendants replies, if any, due by 11/12/2007. The next Conference set for 11/16/2007 at 12:45 PM before Judge Gerard E. Lynch. (Signed by Judge Gerard E. Lynch on 10/22/07) (pl) (Entered: 10/23/2007)
21 MEMORANDUM OF LAW in Opposition re: 17 MOTION for Certificate of Appealability. MOTION to Stay.. Document filed by Adrianne Cronas. (Herbst, Robert) (Entered: 11/05/2007)
22 ANSWER to Complaint. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(Plevan, Bettina) (Entered: 11/06/2007)
23 REPLY MEMORANDUM OF LAW in Support re: 17 MOTION for Certificate of Appealability. MOTION to Stay. Reply Memorandum of Law in Further Support of defendant's Motion for Certification Under 28 U.S.C. 129(b) and for a Stay. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Plevan, Bettina) (Entered: 11/12/2007)
24 STIPULATION AND AGREED PROTECTIVE ORDER...regarding procedures to be followed that shall govern the handling of confidential material.... (Signed by Judge Gerard E. Lynch on 11/19/07) (kco) (Entered: 11/20/2007)
25 ORDER denying 17 Motion for Certificate of Appealability; denying 17 Motion to Stay. Accordingly, defendants' motion for certification of an interlocutory appeal and for a stay of proceedings (Doc. # 17 ) is denied. (Signed by Judge Gerard E. Lynch on 12/28/07) (tro) (Entered: 01/02/2008)
26 ORDER; that the Case Managment Plan set forth in this Order is adopted. that fact discovery related to class certification is to be completed by 9/30/2008. Deposition due by 2/16/2009. Experts may be deposed, but such depositions must occur by 2/16/2009. Motion for class certification due by 4/15/2009. Answering papers due by 6/1/2009, Replies to be served by 7/15/2009. The partie are to appear before the court for an interim status conference on 6/27/2008 at 10:30 AM before Judge Gerard E. Lynch. Additional relief as set forth in this Order. (Signed by Judge Gerard E. Lynch on 2/4/08) (pl) (pl). (Entered: 02/05/2008)
27 AMENDMENT TO STIPULATION AND AGREED PROTECTIVE ORDER: regarding procedures to be followed that shall govern the handling of confidential material. (Signed by Judge Gerard E. Lynch on 3/5/08) (db) (Entered: 03/05/2008)
28 STIPULATION AND ORDER: Plaintiff is permitted to serve and file the First Amended Complaint attached hereto as Exhibit A. Defendants reserve their rights to answer, move or otherwise respond to the First Amended Complaint within 20 days of service or on such later response date as approved by the Court. The Opinion and Order of Judge Gerard E. Lynch, U.S.D.J. dated 9/17/07 regarding application of the single−filing rule to the claims of plaintiff Adrianne Cronas shall be deemed to have been made with respect to the claim of plaintiffs Linda Pasichnyk and Theresa Reardon. Accordingly, this Stipulation and Order shall not constitute a waiver by defendants of their right to challenge the timeliness of and the Court's jurisdiction to determine the individual plaintiffs' claims and any class

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 6 of 22

07/03/2008
07/03/2008
07/21/2008 08/07/2008 08/07/2008 08/07/2008 08/07/2008 08/20/2008 09/15/2008 09/15/2008 09/15/2008 09/26/2008

claims in this proceeding or on appeal. (Signed by Judge Gerard E. Lynch on 6/27/08) (tro) (Entered: 06/27/2008)
29 ORDER: The parties having appeared before the Court at a conference on June 27, 2008, it is hereby ORDERED that: (1) all fact discovery related to class certification (apart from expert discovery) shall be completed by December 29, 2008. (2) All experts related to class certification shall be deposed by May 18, 2009. (3) The parties shall appear for a conference before the Court on January 5, 2009, at 4:00 p.m. ( Discovery due by 12/29/2008. Conference set for 1/5/2009 at 04:00 P.M. before Judge Gerard E. Lynch.) (Signed by Judge Gerard E. Lynch on 7/3/08) (rw) (Entered: 07/03/2008)
30 AMENDED COMPLAINT amending 1 Complaint, against Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas. Related document: 1 Complaint, filed by Adrianne Cronas.(dle) (Additional attachment(s) added on 7/11/2008: # 1 Summons) (ae). (Entered: 07/07/2008)
31 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Bettina B. Plevan dated 7/14/08 re: Counsel for the Defendants request that their time to answer, move or otherwise respond to the First Amended Complaint be extended until 8/7/08. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 7/21/08) (tro) (Entered: 07/21/2008)
32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(Plevan, Bettina) (Entered: 08/07/2008)
33 MEMORANDUM OF LAW in Support re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Plevan, Bettina) (Entered: 08/07/2008)
34 DECLARATION of Bettina B. Plevan in Support re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Exhibit A, # 2 Exhibit B)(Plevan, Bettina) (Entered: 08/07/2008)
35 ANSWER to Amended Complaint. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. Related document: 30 Amended Complaint, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Plevan, Bettina) (Entered: 08/07/2008)
36 ORDER: Plaintiffs motion to compel arbitration is due on September 15, 2008, with defendants' reply due on September 26, 2008. (Signed by Judge Gerard E. Lynch on 8/20/2008) (jpo) (Entered: 08/21/2008)
37 MEMORANDUM OF LAW in Opposition re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims.. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas. (Fink, Rosalind) (Entered: 09/15/2008)
38 AFFIRMATION of Rosalind S. Fink in Opposition re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims.. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas. (Attachments: # 1 Exhibit Exhibit A − Original Complaint, # 2 Exhibit Exhibit B − AAA Rules for Class Arbitrations)(Fink, Rosalind) (Entered: 09/15/2008)
39 AFFIDAVIT of Theresa Reardon in Opposition re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims.. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas. (Fink, Rosalind) (Entered: 09/15/2008)
40 REPLY MEMORANDUM OF LAW in Support re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims.. Document filed by Willis

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 7 of 22

10/08/2008
10/09/2008 10/09/2008 10/09/2008 11/17/2008
11/21/2008 03/31/2009 03/31/2009

Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Plevan, Bettina) (Entered: 09/26/2008)
41 OPINION AND ORDER #96631: For the reasons set forth in this order, plaintiffs request that discovery be enlarged to include documents relating to the compensation and promotions of officers and officer equivalents at Willis Group and all is subsidiaries nationwide is denied. As discovery has not yet closed, plaintiffs may review their request at a later date should such as an application be appropriate based on newly discovered evidence. The clerk of the court is respectfully requested to docket the joint letter and accompanying exhibits attached to this order. (Signed by Judge Gerard E. Lynch on 10/8/08) (mme) Modified on 10/10/2008 (mro). (Entered: 10/08/2008)
42 LETTER addressed to Judge Gerard E. Lynch from Robert L. Herbst and Bettina Plevan dated 9/23/08 re: resolution of two significant points of contention regarding discovery. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas, Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(dle) (Entered: 10/10/2008)
43 EXHIBITS 1−12 TO SEPTEMBER 23, 2008 JOINT LETTER. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(dle) (Entered: 10/10/2008)
44 PLAINTIFFS' EXHIBITS TO SEPTEMBER 23,2008 JOINT LETTER. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas.(dle) (Entered: 10/10/2008)
45 REVISED SCHEDULING ORDER: All fact discovery related to class certification is to be completed by 4/29/2009. The motion for class certification is to be served and filed by 10/31/2009. Answering papers are to be served and filed by 12/15/2009. Reply papers are to be served and filed by 1/29/2010. Summary judgment motions on plaintiffs' individual claims may be filed at any time after 6/30/2008. Counsel do not consent to trial by a U.S. Magistrate Judge. The parties are to appear before the Court for an interim status conference in this matter on 1/5/2009 at 4:00 p.m. Further extensions will be granted only under extraordinary circumstances. SO ORDERED. (Signed by Judge Gerard E. Lynch on 11/17/2008) (tve) (Entered: 11/17/2008)
46 OPINION AND ORDER #96787 for the reasons, stated, defendants' motion to compel arbitration of the claims of plaintiff Theresa Reardon, and to dismiss those claims from this lawsuit, is granted re: 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey. (Signed by Judge Gerard E. Lynch on 11/20/08) (cd) Modified on 11/25/2008 (mro). (Entered: 11/21/2008)
47 ORDER REFERRING CASE TO MAGISTRATE JUDGE. Order that case be referred to the Clerk of Court for assignment to a Magistrate Judge for Specific Non−Dispositive Motion/Dispute:* Electronic discovery dispute, set forth in joint letter dated March 20, 2009. Referred to Magistrate Judge Debra C. Freeman. (Signed by Judge Gerard E. Lynch on 3/31/2009) (jfe) (Entered: 03/31/2009)
48 REVISED SCHEDULING ORDER: All fact discovery related to class certification (apart from expert discovery as provided below) is to be completed by October 29, 2009. Experts, if any, in support of class certification are to be designated by plaintiffs by November 27, 2009, and any reports furnished by December 29, 2009. Any experts by defendants in opposition to class certification shall be designated by December 29, 2009, and any reports furnished by January 29, 2010. Experts may be deposed, but such depositions must occur by March 1, 2010. The motion for class certification is to be served and filed By May 1, 2010. Answering papers are to be served and filed by June 15, 2010. Reply papers are to be served and filed by August 3, 2010. Summary judgment motions on plaintiffs' individual claims may be filed at any time after June 30, 2008. Counsel do not consent to trial by a U.S. Magistrate Judge. The parties are to appear before the Court for an interim status conference in this matter on Aug 21, 2009, at 10:00 a.m. (Signed by Judge

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 8 of 22

06/04/2009 08/31/2009 10/01/2009 10/06/2009 10/19/2009 11/02/2009 11/02/2009 11/06/2009 11/24/2009
12/24/2009

Gerard E. Lynch on 3/31/2009) (jfe) (Entered: 03/31/2009)
49 NOTICE OF CHANGE OF ADDRESS by Robert Lloyd Herbst on behalf of all plaintiffs. New Address: Giskan Solotaroff Anderson &Stewart LLP, 11 Broadway, Suite 2150, New York, NY, USA 10004, 646−964−9611. (Herbst, Robert) (Entered: 06/04/2009)
50 ORDER: All fact discovery related to class certification (apart from expert discovery) shall be completed by April 2, 2010. Discovery shall be limited to the years 2002 − 2007, and the putative class shall be limited to persons employed during those years. All other deadlines set forth in the scheduling order of March 31, 2009, are adjourned sine die. SO ORDERED. (Signed by Judge Gerard E. Lynch on 8/28/2009) (tve) (Entered: 08/31/2009)
51 NOTICE OF CASE REASSIGNMENT to Judge Richard M. Berman. Judge Gerard E. Lynch is no longer assigned to the case. (ldi) (Entered: 10/07/2009)
52 ADMINISTRATIVE ORDER: This case having been reassigned from Judge Lynch to the undersigned, the parties are hereby directed to appear before the Court for a status conference on Tuesday, October 20, 2009 at 9:00 a.m. in Courtroom 21B of the Daniel Patrick Moynihan Courthouse, 500 Pearl Street, New York, New York. (Signed by Judge Richard M. Berman on 10/5/2009) (jfe) (Entered: 10/14/2009)
53 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettina Plevan dated 10/16/09 re: counsel for defendants request that the status conference be adjourned. ENDORSEMENT: Conference on 10/20/09 is adjourned to 11/2/09 at 9:30 a.m. (Signed by Judge Richard M. Berman on 10/19/09) (dle) (Entered: 10/20/2009)
54 CASE MANAGEMENT PLAN: All Discovery due by 2/25/2010 (FACT &EXPERT) FINAL. Status of settlement discussion conference with principals set for 2/25/2010 at 09:00 AM before Judge Richard M. Berman. Motions See Court's Rules. Parties need to move this case along ASAP. (Signed by Judge Richard M. Berman on 11/2/09) (tro) (Entered: 11/02/2009)
Minute Entry for proceedings held before Judge Richard M. Berman: Status Conference held on 11/2/2009. Settlement Conference set for 12/17/2009 at 12:00 PM before Judge Richard M. Berman. (mro) (Entered: 11/03/2009)
55 ENDORSED LETTER addressed to Magistrate Judge Debra C. Freeman from Rosalind S. Fink dated 11/6/09 re: Co−counsel for Plaintiffs request until 11/10/09 to submit their responses to the joint letter outlining open e−discovery issues. ENDORSEMENT: SO ORDERED. (Signed by Magistrate Judge Debra C. Freeman on 11/6/09) (tro) (Entered: 11/09/2009)
56 ORDER: It is hereby ORDERED that: 1. The search term "fat" (Groups lA, lB, 3, 4, and 5) is hereby struck from the Protocol. 2. The search term "wife or husband or spouse or family or child" (Groups lA, 1B, 2, 3, 5, 6, and 7) is hereby struck from the Protocol. 3. The search term "Sarbanes Oxley" (Groups lA, lB, and 2) is hereby struck from the Protocol. 4. The following search terms are hereby struck from the Protocol for Group 2: a. discriminat*, b. retaliat*, c. equal adj employment, d. EEO, e. Title VII, f. glass adj ceiling, g. gender, h. sex, i. woman, j. women, k. complai*. 5. The following search terms are hereby struck from the Protocol for Groups 1B and 3: a. Produc* near5 council or plan or goal, b. EPC, c. Office adj budget, d. [Profit or revenue] near2 [plan or goal], e. Team near5 [revenue or profit]. 6. With regard to any other disputed search terms, the Court hereby adopts Plaintiffs' position, and those terms shall remain in the Protocol. (Signed by Magistrate Judge Debra C. Freeman on 11/24/2009) Copies Mailed By Chambers.(jfe) (Entered: 11/25/2009)
57 ORDER OF REFERENCE TO A MAGISTRATE JUDGE. Order that case be referred to the Clerk of Court for assignment to a Magistrate Judge for general pretrial (includes scheduling, discovery, non−dispositive pretrial motions, and settlement). Referred to Magistrate Judge Debra C. Freeman. (Signed by Judge Richard M. Berman on 12/23/09) (dle) (Entered: 12/28/2009)

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12/28/2009
02/04/2010
02/16/2010 02/18/2010 02/22/2010 02/23/2010 02/24/2010 03/01/2010 03/01/2010 03/11/2010 03/11/2010 03/12/2010
03/12/2010

58 AMENDMENT TO STIPULATION AND AGREED PROTECTIVE ORDER...regarding procedures to be followed that shall govern the handling of confidential material....ENDORSEMENT: The Court retains discretion whether to afford confidential treatment to any confidential document or information contained in any confidential document submitted to the Court in connection with any motion, application, or proceeding that may result in an order and/or decision by the Court. So Ordered. (Signed by Judge Richard M. Berman on 12/23/2009) (jfe) (Entered: 12/29/2009)
59 ENDORSED LETTER: addressed to Magistrate Judge Debra C. Freeman from Darnley D. Stewart dated 1/25/2010 re: Plaintiffs request an extension of the fact discovery deadline approximately 90 days to May 31, 2010 and an extension of the expert discovery deadline to June 30, 2010. ENDORSEMENT: This Court having reviewed the submissions of both plaintiffs and defendants, and having held a conference with counsel on 2/2/2010, it is hereby ordered that the discovery schedule set by the Court on 11/2/2009 is modified as follows: 1) fact discovery to be completed by 3/19/2010. Plaintiffs' expert reports to be produced by 4/16/2010. Defendants' expert report(s) to be produced by 5//14/2010. All expert discovery to be completed by 5/28/2010. All deadlines to be considered trial. So Ordered. (Signed by Magistrate Judge Debra C. Freeman on 2/4/2010) (js) (Entered: 02/04/2010)
60 ENDORSED LETTER addressed to Judge Richard M. Berman from Robert B. Plevan dated 2/12/10 re: counsel requests an adjournment of the settlement conference. ENDORSEMENT: Conference is adjourned to 3/11/10 at 9a.m. before Judge Richard M. Berman.) (Signed by Judge Richard M. Berman on 2/16/10) (djc) (Entered: 02/17/2010)
61 MOTION for Christine E. Webber to Appear Pro Hac Vice. Document filed by Adrianne Cronas.(mro) (Entered: 02/19/2010)
Minute Entry for proceedings held before Magistrate Judge Debra C. Freeman: Discovery Hearing held on 2/22/2010. (mro) (Entered: 03/05/2010)
62 ORDER FOR ADMISSION PRO HAC VICE ON WRITTEN MOTION granting 61 Motion for Christine E. Webber to Appear Pro Hac Vice. (Signed by Judge Richard M. Berman on 2/23/10) (djc) (Entered: 02/24/2010)
CASHIERS OFFICE REMARK on 61 Motion to Appear Pro Hac Vice in the amount of $25.00, paid on 02/18/2010, Receipt Number 894405. (jd) (Entered: 02/24/2010)
63 NOTICE OF APPEARANCE by Christine Webber on behalf of Linda Pasichnyk, Adrianne Cronas (Webber, Christine) (Entered: 03/01/2010)
64 ORDER ADMITTING ATTORNEY PRO HAC VICE. Attorney Christine Webber for Adrianne Cronas admitted Pro Hac Vice. (Signed by Judge Richard M. Berman on 3/1/2010) (js) (Entered: 03/02/2010)
Minute Entry: for proceedings held before Judge Richard M. Berman: Status Conference held on 3/11/2010. next status conf − 9/27/10 at 9:30 a.m. motion for class certification by 6/28/10; response (includes motion for summary judgment 7/28/10; reply by 8/27/10 and surreply by 9/13/10 (djc) (Entered: 03/25/2010)
Set Deadlines/Hearings: Motions for class certification due by 6/28/2010. Replies due by 8/27/2010. Responses due by 7/28/2010 (djc) (Entered: 03/26/2010)
65 FILING ERROR − DEFICIENT DOCKET ENTRY − MOTION to Compel Deposition of Non−Party. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Affidavit of Jeremy M. Brown, Esq., # 2 Exhibit A through E to Brown Declaration, # 3 Exhibit Exhibit F and G to Brown Declaration, # 4 Affidavit of Service)(Brown, Jeremy) Modified on 3/15/2010 (db). (Entered: 03/12/2010)
66 FILING ERROR − DEFICIENT DOCKET ENTRY − MEMORANDUM OF LAW in Support re: 65 MOTION to Compel Deposition of Non−Party. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 10 of 22

03/12/2010
03/12/2010 03/15/2010 03/15/2010 03/15/2010 03/15/2010 03/29/2010 04/02/2010
04/13/2010
04/16/2010

York, Inc., Willis of New Jersey, Willis of Masachusetts. (Brown, Jeremy) Modified on 3/15/2010 (db). (Entered: 03/12/2010)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − DEFICIENT DOCKET ENTRY ERROR. Note to Attorney Jeremy Miller Brown to RE−FILE Document 65 MOTION to Compel Deposition of Non−Party. ERROR(S): Supporting Documents are filed separately. Declaration in Support of Motion to be filed individually, using Event Type found under Replies, Opposition and Supporting Documents. ***REMINDER*** − First Re−File Motion, then file and link any supporting documents. (db) (Entered: 03/15/2010)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − DEFICIENT DOCKET ENTRY ERROR. Note to Attorney Jeremy Miller Brown to RE−FILE Document 66 Memorandum of Law in Support of Motion. ERROR(S): Supporting Documents must be linked to Corrected Motion. (db) (Entered: 03/15/2010)
67 MOTION to Compel. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts.(Brown, Jeremy) (Entered: 03/15/2010)
68 DECLARATION of Jeremy M. Brown in Support re: 67 MOTION to Compel.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Attachments: # 1 Exhibit A through E, # 2 Exhibit F through G)(Brown, Jeremy) (Entered: 03/15/2010)
69 MEMORANDUM OF LAW in Support re: 67 MOTION to Compel.. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Brown, Jeremy) (Entered: 03/15/2010)
70 AFFIDAVIT OF SERVICE of Notice of Motion to Compel and Supporting documents served on Adrianne Cronas and Linda Pasichnyk on 3/15/10. Document filed by Willis Group Holdings, Ltd., Willis of North America, Inc., Willis of New York, Inc., Willis of New Jersey, Willis of Masachusetts. (Brown, Jeremy) (Entered: 03/15/2010)
Minute Entry for proceedings held before Magistrate Judge Debra C. Freeman: Telephone Conference held on 3/29/2010 re:discovery disputes. (mro) (Entered: 04/02/2010)
71 ENDORSED LETTER addressed to Magistrate Judge Debra C. Freeman from Rosalind S. Fink dated 4/1/2010 re: There is one disputed issue, which I have highlighted in bold. It reflects a ruling defense counsel believes was made, but which plaintiffs' counsel do not recall and is not reflected in any of their notes. ENDORSEMENT: The within confirms the Court's rulings during the 3/25/2010 telephone conference with counsel. The one issue disputed by the parties is resolved as indicated above. (Signed by Magistrate Judge Debra C. Freeman on 4/2/2010) (jpo) (Entered: 04/02/2010)
72 ENDORSED LETTER addressed to Magistrate Judge Debra C. Freeman from Jeremy M. Brown, dated 3/29/10 re: counsel respectfully submit for in camera review the enclosed 2007 performance evaluation of Bo Tan. ENDORSEMENT: The Court has received, in camera, the performance evaluation of Ms. Tan. Upon consideration of the contents of the document and the arguments made by the parties, the court Concludes that the document is not relevant to plaintiffs' claim and thus it need not be produced. (Signed by Magistrate Judge Debra C. Freeman on 4/13/10) (djc) (Entered: 04/13/2010)
73 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettina B. Plevan dated 4/1/2010 re: Counsel writes requesting that the Court deny plaintiffs' request for formal briefing on their motion for leave to amend the First Amended Complaint to: (i) vacate the Order dismissing Reardon's claims and compelling them to arbitration and (ii) assert individual claims on Pasichnyk's behalf. ENDORSEMENT: Plaintiffs' application to vacate an Order of Judge Lynch, dated November 20, 2008, which "granted... [D]efendants' motion to compel arbitration of the claims of [P]laintiff Theresa Reardon, and to dismiss those claims from this

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04/16/2010
05/14/2010 05/14/2010 05/14/2010 05/14/2010

lawsuit", is denied. (Order, dated Nov. 20, 2008, at 2−3); see also Genesco, Inc. v. T. Kakiuchi &Co., Ltd., 815 F.2d 840, 844 (2d Cir. 1987). Plaintiffs' application to amend the complaint −made after the close of fact discovery and over three years after the original complaint was filed −is also denied. See McCarthy v. Dun &Bradstreet Com., 482 F.3d 184, 202 (2d Cir. 2007); see also Burch v. Pioneer Credit Recovery, Inc., 551 F.3d 122, 126 (2d Cir. 2008). The Court plans to adhere to the schedule established at the 3/11/10 conference. SO ORDERED. (Signed by Judge Richard M. Berman on 4/16/2010) (tve) (Entered: 04/16/2010)
74 LETTER addressed to Judge Richard M. Berman from Robert L. Herbst dated 3/25/2010 re: Counsel for Plaintiffs write this pre−motion letter pursuant to the Court's direction to set forth their reasons for seeking leave to move (1) to restore to this action the individual and class claims of named plaintiff Theresa Reardon, which were previously ordered to arbitration by Judge Lynch, and (2) to amend the complaint to specifically plead the individual claims of named plaintiff Linda Pasichnyk. A proposed Second Amended Complaint containing those claims is annexed hereto. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas.(tro) (Entered: 04/20/2010)
75 NOTICE OF APPEAL from 73 Endorsed Letter. Document filed by Linda Pasichnyk, Theresa Reardon, Adrianne Cronas. Filing fee $ 455.00, receipt number E 904140. (nd) (Entered: 05/14/2010)
Transmission of Notice of Appeal to the District Judge re: 75 Notice of Appeal. (nd) (Entered: 05/14/2010)
Transmission of Notice of Appeal and Certified Copy of Docket Sheet to US Court of Appeals re: 75 Notice of Appeal. (nd) (Entered: 05/14/2010)
Appeal Record Sent to USCA (Electronic File). Certified Indexed record on Appeal Electronic Files for 30 Amended Complaint, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 49 Notice of Change of Address filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 40 Reply Memorandum of Law in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 14 Reply Memorandum of Law in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 21 Memorandum of Law in Opposition to Motion filed by Adrianne Cronas, 53 Endorsed Letter, Set Deadlines/Hearings,, 73 Endorsed Letter,,,,, 64 Order Admitting Attorney Pro Hac Vice, 51 Notice of Case Assignment/Reassignment, 5 Declaration in Support of Motion,, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 55 Endorsed Letter, 25 Order on Motion for Certificate of Appealability, Order on Motion to Stay,, 68 Declaration in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 36 Order, Set Motion and RRDeadlines/Hearings, 58 Protective Order,, 33 Memorandum of Law in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 1 Complaint, filed by Adrianne Cronas, 61 MOTION for Christine E. Webber to Appear Pro Hac Vice. filed by Adrianne Cronas, 71 Endorsed Letter,, 63 Notice of Appearance filed by Adrianne Cronas, Linda Pasichnyk, 9 Notice of Appearance filed by Adrianne Cronas, 47 Order Referring Case to Magistrate Judge, 11 Endorsed Letter,,, 50 Order, 41 Memorandum &Opinion,, 18 Declaration in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 38 Affirmation in Opposition to Motion, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 35 Answer to Amended Complaint, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 29 Order, Set Deadlines/Hearings,,,, 17 MOTION for Certificate of Appealability. MOTION to Stay. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 7 Rule 7.1 Corporate Disclosure Statement, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 23 Reply Memorandum of Law in Support of Motion, filed by Willis

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05/19/2010
05/26/2010 06/17/2010

of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 19 Memorandum of Law in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 60 Endorsed Letter, Set Deadlines/Hearings,, 4 MOTION to Dismiss Defendants' Motion to Dismiss Plaintiff's Complaint or in the Alternative to Compel Arbitration. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 37 Memorandum of Law in Opposition to Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 59 Endorsed Letter, Set Deadlines/Hearings,,,,,, 54 Case Management Plan, 75 Notice of Appeal filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 34 Declaration in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 32 MOTION to Compel Arbitration of Plaintiff Theresa Reardon's Claims. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 48 Scheduling Order,,,, 69 Memorandum of Law in Support of Motion filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 52 Order, Set Hearings,, 24 Protective Order, 31 Endorsed Letter, Set Deadlines/Hearings,, 20 Order, Set Scheduling Order Deadlines,, 62 Order on Motion to Appear Pro Hac Vice, 27 Protective Order, 56 Order,,,, 22 Answer to Complaint filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 57 Order Referring Case to Magistrate Judge, 72 Endorsed Letter,, 8 Memorandum of Law in Support of Motion,, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 10 Affidavit of Service Other, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 13 Affirmation in Opposition to Motion filed by Adrianne Cronas, 26 Order, Set Deadlines/Hearings,,,, 28 Stipulation and Order,,, 39 Affidavit in Opposition to Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 16 Memorandum &Opinion,,, 67 MOTION to Compel. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 46 Memorandum &Opinion,, 70 Affidavit of Service Other, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 12 Memorandum of Law in Opposition to Motion, filed by Adrianne Cronas were transmitted to the U.S. Court of Appeals. (nd) (Entered: 05/14/2010)
76 ORDER: The severance agreements of John W. Reynolds, Jeanne M. Abderhalden, and Debbie Dias need not be disclosed. No later than one week from the date of this Order, Defendants are directed to produce the following sections of (Leslie Nylund severance agreement): the first sentence of the agreement, the closing signature block; and paragraphs 2(a), 2(b), 14, 15(a) and 15(d). The parties are directed to work cooperatively to schedule a brief continuation of Ms. Nylund's deposition, should plaintiffs believe that any further deposition questioning of Ms. Nylund would be appropriate. (Signed by Magistrate Judge Debra C. Freeman on 5/19/2010) (jar) (Entered: 05/20/2010)
77 First Supplemental ROA Sent to USCA (Index). Notice that the Supplemental Index to the record on Appeal for 75 Notice of Appeal filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon USCA Case Number 10−1967−cv, 3 Copies of the index, Certified Supplemental Clerk Certificate and Certified Docket Sheet were transmitted to the U.S. Court of Appeals. (tp) (nd). (Entered: 05/27/2010)
78 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettina B. Plevan dated 6/16/2010 re: Requesting the following briefing schedule: Deposition of Defendants' Expert due July 23, 2010; Plaintiffs' Motion for Class Certification due July 28, 2010; Plaintiffs Rebuttal Report August 13, 2010; Deposition of Plaintiffs' Expert due August 19, 2010; Defendants' Opposition to Class Certification &Motions for Summary Judgment due August 27, 2010; Plaintiffs' Reply on Class Certification &Oppositions to Motion for Summary Judgment due September 27, 2010; Defendants Summary Judgment Reply due October 15, 2010. ENDORSEMENT: Extension granted. (Signed by Judge Richard M. Berman on

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07/22/2010
08/04/2010
08/09/2010 08/09/2010 08/09/2010 08/09/2010
08/09/2010 08/09/2010 08/09/2010

6/17/2010) (jpo) (Entered: 06/17/2010)
79 ENDORSED LETTER addressed to Judge Richard M. Berman from Robert L. Herbst dated 7/9/10 re: Parties jointly seek a modest extension of time to the following briefing schedule: Deposition of defendants' Expert − 7/28−29, 2010; Plaintiffs' motion for class certification − 8/9/10; Plaintiffs' Rebuttal Reprt − August 13, 2010; Deposition of Plaintiff's Expert − August 19, 2010; Defendants' Opposition to Class Certification and Motions for Summary Judgment − 9/8/10; Plaintiffs' Reply on Class Certification and Oppositions to Motion for Summary Judgment − 10/8/10; Defendants' Summary Judgment Reply − 10/26/10; Parties also request that the Court re−schedule the hearing, currently set for September 27, 2010, to a date following the conclusion of all briefing, at a time that is convenient for the Court. ENDORSEMENT: Page limits − 25; (Defendants' Summary Judgment Reply) − 25 (within 1 document) 10 (both in 1 document). Final extension granted. (Deposition due by 8/19/2010, Motions due by 8/9/2010, Replies due by 10/8/2010, Responses due by 9/8/2010) (Signed by Judge Richard M. Berman on 7/23/10) (djc) Modified on 7/23/2010 (djc). (Entered: 07/23/2010)
80 ENDORSED LETTER addressed to Magistrate Judge Debra C. Freeman from Jeremy M. Brown dated 8/3/10 re: This law firm represents the defendants in the above−referenced matter. With respect to the outstanding motion to compel the depositions of health care providers employed by the Veterans Administration, defendants' hereby respectfully withdraw the motion without prejudice and with leave to renew at an appropriate time. ENDORSEMENT: The Clerk of the Court is requested to mark the motion referred to herein (Dkt. 67) as withdrawn without prejudice., Motions terminated: 67 MOTION to Compel. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey. (Signed by Magistrate Judge Debra C. Freeman on 8/4/10) (rjm) (Entered: 08/04/2010)
81 MOTION for Leave to File Under Seal. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Herbst, Robert) (Entered: 08/09/2010)
82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Herbst, Robert) (Entered: 08/09/2010)
83 MEMORANDUM OF LAW in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification. Redacted Version. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 08/09/2010)
84 DECLARATION of Robert L. Herbst in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1a, # 2 Exhibit 1b, # 3 Exhibit 2, # 4 Exhibit 3, # 5 Exhibit 4, # 6 Exhibit 5, # 7 Exhibit 6, # 8 Exhibit 7, # 9 Exhibit 8, # 10 Exhibit 9, # 11 Exhibit 10, # 12 Exhibit 11, # 13 Exhibit 12, # 14 Exhibit 13, # 15 Exhibit 14, # 16 Exhibit 15, # 17 Exhibit 16, # 18 Exhibit 17, # 19 Exhibit 18, # 20 Exhibit 19, # 21 Exhibit 20−49, # 22 Exhibit 50, # 23 Exhibit 51, # 24 Exhibit 52)(Herbst, Robert) (Entered: 08/09/2010)
85 AFFIDAVIT of Katherine Autera in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 08/09/2010)
86 AFFIDAVIT of Ann Marvin in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 08/09/2010)
87 AFFIDAVIT of Carla Marino Schwarz in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 08/09/2010)

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08/09/2010 08/09/2010 08/09/2010 08/19/2010
08/31/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010
09/08/2010

88 AFFIDAVIT of Diana Eglin in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 08/09/2010)
89 AFFIDAVIT of Cheryl Meyer in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 08/09/2010)
90 SEALED DOCUMENT placed in vault.(cb) (Entered: 08/10/2010)
91 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettina B. Plevan dated 8/18/10 re: counsel for defendants write to request a reallocation of defendants' 35 pages authorized for briefing their opposition to plaintiffs' motion for class certification and defendants' motion for summary judgment. Defendants would prefer to utilize 30 pages in their initial brief and only 5 pages on reply. We are not requesting any additional pages to brief the motions. Plaintiffs do not oppose the request. ENDORSEMENT: Application granted. (Signed by Judge Richard M. Berman on 8/19/10) (pl) (Entered: 08/20/2010)
92 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettina B. Plevan dated 8/31/2010 re: Requesting permission for formal briefing on their motion to strike the Herbst Declaration. ENDORSEMENT: Defendant may address this issue in their opposition brief. (Signed by Judge Richard M. Berman on 8/31/2010) (jpo) (Entered: 08/31/2010)
93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc..(Plevan, Bettina) (Entered: 09/08/2010)
94 RULE 56.1 STATEMENT. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
95 DECLARATION of Paul Smith in Support re: 93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
96 DECLARATION of Pamela Crewson in Support re: 93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
97 MOTION for Summary Judgment to Dismiss Linda Pasichnyk's Class Claims of Discrimination in Compensation and Promotion. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc..(Plevan, Bettina) (Entered: 09/08/2010)
98 RULE 56.1 STATEMENT. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
99 DECLARATION of Kristin S. Rozic, Esq. in Support re: 93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims., 97 MOTION for Summary Judgment to Dismiss Linda Pasichnyk's Class Claims of Discrimination in Compensation and Promotion.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Attachments: # 1 Exhibit A − Part I, # 2 Exhibit A − Part II, # 3 Exhibit B, # 4 Exhibit C − E, # 5 Exhibit F, # 6 Exhibit G − H, # 7 Exhibit I − Part I, # 8 Exhibit I − Part II, # 9 Exhibit J, # 10 Exhibit K − Part I, # 11 Exhibit K − Part II, # 12 Exhibit L − M, # 13 Exhibit N − S, # 14 Exhibit T, # 15 Exhibit U − X, # 16 Exhibit Y − Z, # 17 Exhibit AA − EE)(Plevan, Bettina) (Entered: 09/08/2010)
100 MEMORANDUM OF LAW in Opposition re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification. and in Support of

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09/08/2010 09/08/2010 09/08/2010 09/08/2010
09/08/2010 09/09/2010
10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010 10/08/2010

Defendants' Motions for Summary Judgment. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
101 AFFIDAVIT of Paul Hatrak in Opposition re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
102 DECLARATION of Leigh Ann Kersey in Opposition re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
103 DECLARATION of Charles J. Mullin in Opposition re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/08/2010)
104 DECLARATION of Jeremy M. Brown, Esq. in Opposition re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Attachments: # 1 Exhibit A − E, # 2 Exhibit F, # 3 Exhibit G − J, # 4 Exhibit K − Part I, # 5 Exhibit K − Part II, # 6 Exhibit L, # 7 Exhibit M − N, # 8 Exhibit O, # 9 Exhibit P − Z)(Plevan, Bettina) (Entered: 09/08/2010)
105 SEALED DOCUMENT placed in vault.(cb) (Entered: 09/09/2010)
106 ADMINISTRATIVE ORDER. The Court reminds the parties that, pursuant to its Order, dated December 23, 2009 [#58], this Court retains discretion whether to afford confidential treatment to any Confidential Document of information contained in any Confidential Document submitted to the Court in connection with any motion, application, or proceeding that may result in any order and/or decision by the Court. (Signed by Judge Richard M. Berman on 9/9/10) (djc) (Entered: 09/09/2010)
107 MOTION for Leave to File Under Seal. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Herbst, Robert) (Entered: 10/08/2010)
108 REPLY MEMORANDUM OF LAW in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification. and in Opposition to Defendants' Motion for Summary Judgment. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/08/2010)
109 DECLARATION of Robert L. Herbst in Support re: 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23 Class Certification.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5)(Herbst, Robert) (Entered: 10/08/2010)
110 COUNTER STATEMENT TO 94 Rule 56.1 Statement. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/08/2010)
111 DECLARATION of Mark R. Killingsworth in Support re: 110 Counter Statement to Rule 56.1. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit A−C)(Herbst, Robert) (Entered: 10/08/2010)
112 DECLARATION of Dustin J. Brockner in Support re: 110 Counter Statement to Rule 56.1. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/08/2010)
113 DECLARATION of Adrianne Cronas in Support re: 110 Counter Statement to Rule 56.1. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 16 of 22

10/08/2010 10/08/2010 10/08/2010
10/08/2010 10/13/2010

Reardon. (Herbst, Robert) (Entered: 10/08/2010)
114 COUNTER STATEMENT TO 98 Rule 56.1 Statement. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/08/2010)
115 DECLARATION of Linda Pasichnyk in Support re: 114 Counter Statement to Rule 56.1. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/08/2010)
116 DECLARATION of Rosalind S. Fink in Support re: 114 Counter Statement to Rule 56.1, 110 Counter Statement to Rule 56.1. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13, # 14 Exhibit 14−16, # 15 Exhibit 17, # 16 Exhibit 18−33, # 17 Exhibit 34, # 18 Exhibit 35, # 19 Exhibit 36−53, # 20 Exhibit 54, # 21 Exhibit 55−58, # 22 Exhibit 59, # 23 Exhibit 60−67, # 24 Exhibit 68, # 25 Exhibit 69, # 26 Exhibit 70−72)(Herbst, Robert) (Entered: 10/08/2010)
117 SEALED DOCUMENT placed in vault.(cb) (Entered: 10/12/2010)
Second Supplemental ROA Sent to USCA (Electronic File). Certified Supplemental Indexed record on Appeal Electronic Files for 80 Endorsed Letter, Terminate Motions,,,,,, 87 Affidavit in Support of Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 109 Declaration in Support of Motion, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 114 Counter Statement to Rule 56.1 filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 95 Declaration in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 96 Declaration in Support of Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 101 Affidavit in Opposition to Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 84 Declaration in Support of Motion,, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 103 Declaration in Opposition to Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 79 Endorsed Letter, Set Deadlines/Hearings,,,,,,,, 78 Endorsed Letter, Set Deadlines/Hearings,,,, 97 MOTION for Summary Judgment to Dismiss Linda Pasichnyk's Class Claims of Discrimination in Compensation and Promotion. filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 106 Order, 112 Declaration in Support filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 113 Declaration in Support filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 110 Counter Statement to Rule 56.1 filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 108 Reply Memorandum of Law in Support of Motion, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 94 Rule 56.1 Statement filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 100 Memorandum of Law in Opposition to Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 91 Endorsed Letter,, 89 Affidavit in Support of Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 102 Declaration in Opposition to Motion, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 104 Declaration in Opposition to Motion,, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 81 MOTION for Leave to File Under Seal. filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 83 Memorandum of Law in Support of Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 116 Declaration in Support,, filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 82 MOTION to Certify Class Plaintiffs' Notice of Motion For Rule 23

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10/13/2010 10/26/2010 10/26/2010 12/16/2010 12/22/2010 01/14/2011 01/20/2011 01/26/2011

Class Certification. filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 88 Affidavit in Support of Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 115 Declaration in Support filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 85 Affidavit in Support of Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 86 Affidavit in Support of Motion filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 111 Declaration in Support filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 92 Endorsed Letter, Set Deadlines/Hearings,, 107 MOTION for Leave to File Under Seal. filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon, 99 Declaration in Support of Motion,,, filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey, 98 Rule 56.1 Statement filed by Willis of North America, Inc., Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New York, Inc., Willis of New Jersey USCA Case Number 10−1967−cv, were transmitted to the U.S. Court of Appeals. (nd) (Entered: 10/13/2010)
First Supplemental ROA Sent to USCA (File). Supplemental Indexed record on Appeal Files for 75 Notice of Appeal filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon USCA Case Number 10−1967−cv, were transmitted to the U.S. Court of Appeals. (nd) (Entered: 10/13/2010)
118 REPLY MEMORANDUM OF LAW in Support re: 93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims., 97 MOTION for Summary Judgment to Dismiss Linda Pasichnyk's Class Claims of Discrimination in Compensation and Promotion.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 10/26/2010)
119 DECLARATION of John Reynolds in Support of Defendants' Motion for Summary Judgment Dismissing Adrianne Cronas' Claims in Support re: 93 MOTION for Summary Judgment to Dismiss Adrianne Cronas' Claims.. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 10/26/2010)
120 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettine B. Plevan dated 12/15/2010 re: Defendants respectfully request a conference with the Court to seek permission to move formally for a stay of the pending class certification motion. ENDORSEMENT: Plaintiffs to respond by 12/30/10. A pre−motion conference is scheduled for 1/5/11 at 10:00 a.m. So Ordered. (Signed by Judge Richard M. Berman on 12/16/2010) (jfe) (Entered: 12/16/2010)
121 ENDORSED LETTER addressed to Judge Richard M. Berman from Robert L. Herbst dated 12/21/2010 re: The parties request an adjournment of the 1/5/11 conference to 1/21/11 at 9:30 a.m. ENDORSEMENT: The conference on 1/5/11 is adjourned to 1/20/11 at 10:30 a.m. So Ordered. (Signed by Judge Richard M. Berman on 12/22/2010) (jfe) (Entered: 12/22/2010)
122 ENDORSED LETTER addressed to Judge Richard M. Berman from Robert L. Herbst dated 1/13/2011 re: Counsel respectfully request that the Court vacate the hearing set for 1/20/2011, and hold in abeyance any ruling on pending motions. ENDORSEMENT: The conference on 1/20/2011 will proceed as scheduled. We will discuss the status of the case in light if the parties' agreement. So Ordered. (Signed by Judge Richard M. Berman on 1/13/2011) (jfe) (Entered: 01/14/2011)
Minute Entry for proceedings held before Judge Richard M. Berman: Status Conference held on 1/20/2011. Parties' pending motions for class certification and summary judgment are moot in light of parties' agreement in principle. Parties will be in touch with the Court again in February regarding approval of a consent decree and certification of a class for the purpose of settlement. (mro) (Entered: 01/25/2011)
123 ORDER: in light of the parties' joint letter, dated January 13, 2011, informing the Court of their "agreement in principle regarding monetary terms for a settlement," and stating that "there is no need for the Court to resolve the pending motions for class certification 82 and Defendants' motions for Summary Judgment [##93,97] are dismissed without prejudice. So Ordered. (Signed by Judge Richard M. Berman

Case: 1:06-cv-15295 As of: 09/29/2012 11:06 AM EDT 18 of 22

02/04/2011
02/04/2011 03/02/2011 03/18/2011 04/01/2011 04/08/2011
04/11/2011 04/13/2011 04/26/2011 05/02/2011
05/06/2011 05/06/2011 05/09/2011

on 1/26/2011) (js) (Entered: 01/26/2011)
124 MANDATE of USCA (Certified Copy) as to 75 Notice of Appeal filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon USCA Case Number 10−1967−cv. Upon due consideration, it is hereby ORDERED that the Appellees' motion to dismiss the appeal is GRANTED and the appeal is DISMISSED. It is further ORDERED that the Appellees' motion to impose costs and sanctions, pursuant to FRAP 38 is DENIED. Catherine O'Hagan Wolfe, Clerk USCA for the Second Circuit. Issued As Mandate: 02/04/2011. (nd) (Entered: 02/04/2011)
Transmission of USCA Mandate/Order to the District Judge re: 124 USCA Mandate,,. (nd) (Entered: 02/04/2011)
125 ORDER. The parties are hereby directed to submit a joint letter to the Court on or before Monday, March 7, 2011 regarding the status of the above−captioned action. (Signed by Judge Richard M. Berman on 3/2/11) (rjm) (Entered: 03/02/2011)
First Supplemental ROA Sent to USCA (File). Supplemental Indexed record on Appeal Files for 75 Notice of Appeal filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon USCA Case Number 10−1967, were transmitted to the U.S. Court of Appeals. (nd) (Entered: 05/04/2011)
126 Letter addressed to Judge Richard M. Berman from Bettina B. Plevan dated 3/4/2011 re: This letter is submitted jointly by counsel for plaintiffs and defendants. At Your Honor's direction, the parties hereby advise the court that the negotiation of a proposed Consent Decree is ongoing. (mbe) (Entered: 04/04/2011)
127 ENDORSED LETTER addressed to Judge Richard M. Berman from Rosalind S. Fink dated 4/8/2011 re: Counsel writes to report to the Court as to the status of the settlement negotiations after the parties reached an agreement in principle to settle the case. ENDORSEMENT: A conference is scheduled for 4/13/11 at 10:30 a.m. So Ordered. (Signed by Judge Richard M. Berman on 4/8/2011) (jfe) (Entered: 04/08/2011)
128 Letter addressed to Judge Richard M. Berman from Bettina B. Plevan dated 4/8/2011 re: We submit this letter to advise the Court of the status of finalizing the terms of settlement. Document filed by Willis Group Holdings, Ltd., Willis of Massachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc..(mbe) (Entered: 04/11/2011)
Minute Entry for proceedings held before Judge Richard M. Berman: Status Conference held on 4/13/2011, Parties to meet and confer and submit letter to Court. Next conference is scheduled for 4/26/11 at 9:30 a.m. before Judge Richard M. Berman. (mbe) (Entered: 04/13/2011)
Minute Entry for proceedings held before Judge Richard M. Berman: Status Conference held on 4/26/2011, Motion for preliminary approval to be submitted next week, followed by 6−8 weeks of notice. ( Fairness Hearing set for 6/29/2011 at 09:30 AM before Judge Richard M. Berman.). (mbe) (Entered: 04/27/2011)
129 Letter addressed to Judge Richard M. Berman from Jeremy M. Brown dated 4/25/2011 re: We are pleased to advise the Court that the parties have been productive in negotiating a resolution of the final provision of a proposed Consent Decree. Document filed by Willis Group Holdings, Ltd., Willis of Massachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc..(mbe) (Entered: 05/04/2011)
130 MOTION to Approve Consent Decree (Preliminary Approval of). Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Text of Proposed Order)(Herbst, Robert) (Entered: 05/06/2011)
131 MEMORANDUM OF LAW in Support re: 130 MOTION to Approve Consent Decree (Preliminary Approval of).. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit A −− Consent Decree, # 2 Exhibit B −− Fink Bio)(Herbst, Robert) (Entered: 05/06/2011)
132 ENDORSED LETTER addressed to Judge Richard M. Berman from Robert L. Herbst dated 5/6/11 re: counsel for plaintiff writes that all parties respectfully

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06/07/2011 08/25/2011 08/25/2011 08/30/2011
08/30/2011
09/09/2011 09/15/2011
09/23/2011 09/27/2011 09/28/2011

request that the tentative date tor the Final Fairness Hearing be changed from June 29th at 9:30 a.m. to June 28, 2011 at 9:30 a.m. to accommodate the schedule of one of the lawyers. ENDORSEMENT: The Fairness Hearing is rescheduled to 7/5/11 at 10:00 a.m. ( Fairness Hearing set for 7/5/2011 at 10:00 AM before Judge Richard M. Berman.) (Signed by Judge Richard M. Berman on 5/9/11) (pl) (Entered: 05/09/2011)
Minute Entry for proceedings held before Judge Richard M. Berman: Status Conference regarding settlement held on 6/7/2011. (ft) (Entered: 06/07/2011)
133 MOTION for Preliminary Approval of Consent Decree (Plaintiffs' Notice of Motion). Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Herbst, Robert) (Entered: 08/25/2011)
134 MEMORANDUM OF LAW in Support re: 133 MOTION for Preliminary Approval of Consent Decree (Plaintiffs' Notice of Motion).. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit A −− Consent Decree with Exhibits A and B, # 2 Exhibit B −− Fink Bio, # 3 Text of Proposed Order)(Herbst, Robert) (Entered: 08/25/2011)
135 TRANSCRIPT of Proceedings re: Conference held on 6/7/2011 before Judge Richard M. Berman. Court Reporter/Transcriber: Pamela Utter, (212) 805−0300. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 9/23/2011. Redacted Transcript Deadline set for 10/3/2011. Release of Transcript Restriction set for 12/1/2011.(McGuirk, Kelly) (Entered: 08/30/2011)
136 NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a Conference proceeding held on 6/7/11 has been filed by the court reporter/transcriber in the above−captioned matter. The parties have seven (7) calendar days to file with the court a Notice of Intent to Request Redaction of this transcript. If no such Notice is filed, the transcript may be made remotely electronically available to the public without redaction after 90 calendar days...(McGuirk, Kelly) (Entered: 08/30/2011)
137 RESPONSE to Motion re: 133 MOTION for Preliminary Approval of Consent Decree (Plaintiffs' Notice of Motion).. Document filed by Willis Group Holdings, Ltd., Willis of Masachusetts, Willis of New Jersey, Willis of New York, Inc., Willis of North America, Inc.. (Plevan, Bettina) (Entered: 09/09/2011)
138 ENDORSED LETTER addressed to Judge Richard M. Berman from Robert L. Herbst dated 9/14/2011 re: We represent plaintiffs and submit this request for an additional week, from September 16 to September 23, 2011, to reply to Defendants' Response to Plaintiff's Motion for Preliminary Approval of Consent Decree. ENDORSEMENT: Extension granted on consent. Let's also have a brief conference on Monday, September 19, 2011 @ 11:30. ( Status Conference set for 9/19/2011 at 11:30 AM before Judge Richard M. Berman.) ( Replies due by 9/23/2011.) (Signed by Judge Richard M. Berman on 9/15/2011) (lmb) (Entered: 09/15/2011)
139 REPLY MEMORANDUM OF LAW in Support re: 133 MOTION for Preliminary Approval of Consent Decree (Plaintiffs' Notice of Motion).. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2)(Herbst, Robert) (Entered: 09/23/2011)
140 ORDER: terminating 130 Motion to Approve. Plaintiffs' motion, dated May 6, 2011 [# 130], for preliminary approval of a proposed consent decree is dismissed as "moot" in light of Plaintiffs' subsequent motion, dated August 25, 2011, seeking preliminary approval of a subsequent proposed consent decree. (Signed by Judge Richard M. Berman on 9/27/2011) (jfe) (Entered: 09/27/2011)
Minute Entry for proceedings held before Judge Richard M. Berman: Status Conference held on 9/28/2011. See transcript of proceedings held for a complete record. (mro) (Entered: 09/28/2011)

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10/18/2011
10/18/2011 10/25/2011
10/31/2011 10/31/2011 10/31/2011 10/31/2011 10/31/2011 10/31/2011 12/06/2011 12/06/2011

141 NOTICE OF SETTLEMENT OF CLASS ACTION LAWSUIT: TO: WOMEN EMPLOYED BY WILLIS OF NEW YORK, INC. (Defendant or Willis) AT ANY TIME FROM JANUARY 1, 2002 THROUGH DECEMBER 31, 2007 WHO HELD A POSITION ELIGIBLE FOR THE AWARD OF AN OFFICER TITLE (SUCH AS ASSISTANT VICE PRESIDENT, VICE PRESIDENT, SENIOR VICE PRESIDENT AND EXECUTIVE VICE PRESIDENT). THE LIST OF ELIGIBLE POSITIONS IS ATTACHED AS EXHIBIT A AT THE END OF THIS NOTICE. PLEASE READ THIS NOTICE CAREFULLY.IF YOU WISH TO COMMENT IN FAVOR OF THE SETTLEMENT OR OBJECT TO THE SETTLEMENT, YOU MUST FOLLOW THE DIRECTIONS IN THIS NOTICE. YOU MAY BE ELIGIBLE TO RECEIVE MONEY FROM THE SETTLEMENT OF THIS CASE.YOUR LEGAL RIGHTS MAY BE AFFECTED BY THIS LAWSUIT. IF YOU RECEIVED THIS NOTICE ON BEHALF OF A CLASS MEMBER WHO IS DECEASED, YOU SHOULD PROVIDE THE NOTICE TO THE AUTHORIZED LEGAL REPRESENTATIVE OF THAT CLASS MEMBER, and as further set forth in this document. (cd) (Entered: 10/18/2011)
142 DECISION AND ORDER granting 133 Motion For Preliminary Approval of the Revised Proposed Consent Decree, certifies the proposed class for settlement purposes, and approves the proposed amended class notice, and as further set forth in this document. (Signed by Judge Richard M. Berman on 10/18/2011) (cd) (Entered: 10/18/2011)
143 ENDORSED LETTER addressed to Judge Richard M Berman from Robert Herbst dated 10/25/2011 re: We expect to submit our detailed time records re fee application to the Court in camera. ENDORSEMENT: All fees and expenses of lawyers, administrators, and others must be detailed in the 10/31/2011 fee petition (including future projections). Back−up records shall be viewable at SDNY clerks office and Counsel's office. (Signed by Judge Richard M. Berman on 10/25/2011) (cd) (Entered: 10/27/2011)
144 MOTION for Attorney Fees Plaintiff's Notice of Motion for Approval of Attorneys Fees and Expenses. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Herbst, Robert) (Entered: 10/31/2011)
145 DECLARATION of Robert L. Herbst in Support re: 144 MOTION for Attorney Fees Plaintiff's Notice of Motion for Approval of Attorneys Fees and Expenses.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5)(Herbst, Robert) (Entered: 10/31/2011)
146 DECLARATION of Christine E. Webber in Support re: 144 MOTION for Attorney Fees Plaintiff's Notice of Motion for Approval of Attorneys Fees and Expenses.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit A)(Herbst, Robert) (Entered: 10/31/2011)
147 DECLARATION of Rosalind S. Fink in Support re: 144 MOTION for Attorney Fees Plaintiff's Notice of Motion for Approval of Attorneys Fees and Expenses.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2)(Herbst, Robert) (Entered: 10/31/2011)
148 DECLARATION of Wayne N. Outten in Support re: 144 MOTION for Attorney Fees Plaintiff's Notice of Motion for Approval of Attorneys Fees and Expenses.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/31/2011)
149 MEMORANDUM OF LAW in Support re: 144 MOTION for Attorney Fees Plaintiff's Notice of Motion for Approval of Attorneys Fees and Expenses.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 10/31/2011)
150 NOTICE of Motion for Final Approval of Consent Decree. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Herbst, Robert) (Entered: 12/06/2011)
151 MOTION to Approve Consent Judgment Motion to Approve Consent Decree. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon.(Herbst, Robert) (Entered: 12/06/2011)

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12/06/2011 12/12/2011 12/19/2011
12/19/2011 03/01/2012
03/01/2012 03/01/2012 03/08/2012 03/14/2012 03/14/2012

152 MEMORANDUM OF LAW in Support re: 151 MOTION to Approve Consent Judgment Motion to Approve Consent Decree.. Document filed by Adrianne Cronas, Linda Pasichnyk, Theresa Reardon. (Attachments: # 1 Exhibit 1)(Herbst, Robert) (Entered: 12/06/2011)
Minute Entry for proceedings held before Judge Richard M. Berman: Fairness Hearing held on 12/12/2011. No objectors present. See transcript of proceedings held for a complete record. (Landers, Rigoberto) (Entered: 01/10/2012)
153 DECISION &ORDER: For the foregoing reasons, Plaintiffs motion for final approval of the Consent Decree[#151] is granted, and Plaintiffs motion for attorneys fees and costs [#144] is granted as modified. The Court awards 21.7% of the $11,595,030.85 Settlement Fund, or $2,510,342.16, in attorneys fees for the class claims, $194,000 in attorneys fees for Cronass individual claims, and $301,814.88 in expenses. The $194,739.87 reduction in the attorney's fee for Cronas's individual claims shall be added to the class recovery under the Consent Decree. The parties are directed to participate in a status conference regarding the progress of the distribution to the Class on March 15,2012 at 9:00 a.m. Attorneys' fees and expenses are not to be distributed to class counsel until at least 80% of the Settlement Fund has been distributed to the Class. (Signed by Judge Richard M. Berman on 12/19/2011) (cd) (Entered: 12/19/2011)
Set/Reset Hearings: Status Conference set for 3/15/2012 at 09:00 AM before Judge Richard M. Berman. (cd) (Entered: 12/19/2011)
154 ENDORSED LETTER addressed to Judge Richard M. Berman from Jonathan C. Moore dated 2/29/2012 re: counsel writes because a dispute has arisen with regard to the distribution of attorneys' fees awarded by this court in the above−referenced matter and to seek this Court's immediate assistance in resolving the dispute. In the alternative, we request that the Court direct counsel for the Defendants to withhold distribution of any attorneys' fees until this current dispute is resolved. We are available at the Court's convenience to further discuss this matter and would urge this Court to act expeditiously on our request for its assistance. ENDORSEMENT: These are issues that ought to be able to be worked out without court intervention. Any written response to this letter should be filed by 3/6/12. Conference is already scheduled for 3/15/2012 @ 9:00. (Signed by Judge Richard M. Berman on 3/1/2012) (pl) Modified on 3/1/2012 (pl). (Entered: 03/01/2012)
155 STIPULATION OF DISMISSAL WITH PREJUDICE AS TO THE CLAIMS OF LINDA PASICHNYK: that the claims of plaintiff Linda Pasichnyk in the Complaint in this matter are withdrawn and the action shall be, and the same hereby is, dismissed with prejudice, and without fees or costs to any party except for such fees as are specified in the consent decree settling this action. (Signed by Judge Richard M. Berman on 3/1/2012) (pl) (Entered: 03/01/2012)
156 STIPULATION OF DISMISSAL WITH PREJUDICE AS TO THE CLAIMS OF ADRIANNE CRONAS: that the claims of plaintiff Adrianne Cronas in the Complaint in this matter are withdrawn and the action shall be, and the same hereby is, dismissed with prejudice, and without fees or costs to any party, except for such fees as are specified in the consent decree settling this action. (Signed by Judge Richard M. Berman on 3/1/2012) (pl) Modified on 3/1/2012 (pl). (Entered: 03/01/2012)
157 Letter addressed to Judge Richard M. Berman from Darnley D. Sterwart dated 3/1/2012 re: Counsel requests that Your Honor refer this matter to Magistrate Judge Freeman for a settlement conference. (js) (Entered: 03/13/2012)
158 ORDER REFERRING CASE TO MAGISTRATE JUDGE. Order that case be referred to the Clerk of Court for assignment to a Magistrate Judge for Settlement. Referred to Magistrate Judge Debra C. Freeman. (Signed by Judge Richard M. Berman on 3/14/2012) (pl) (Entered: 03/14/2012)
159 ENDORSED LETTER addressed to Judge Richard M. Berman from Bettina Barasch Plevan dated 3/14/2012 re: counsel for both parties jointly requests that the status conference scheduled for March 15, 2012 at 9:00 a.m. be cancelled. ENDORSEMENT: The conference scheduled for 3/15/12 is vacated. Class counsels application, dated 3/1/12, to have the fee dispute referred to Magistrate

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Judge Freeman is granted. (Signed by Judge Richard M. Berman on 3/14/2012) (pl) (Entered: 03/14/2012)