#### In re NORTEL NETWORKS CORP. SECURITIES & “ERISA” LITIGATION

No. 1537.

Judicial Panel on Multidistrict Litigation.

June 24, 2003.

*1368Before WM. TERRELL HODGES, Chairman, JOHN F. KEENAN, BRUCE M. SELYA, JULIA SMITH GIBBONS, D. LOWELL JENSEN, J. FREDERICK MOTZ and ROBERT L. MILLER, Jr., Judges of the Panel.

*TRANSFER ORDER*

WM. TERRELL HODGES, Chairman.

This litigation consists of the 29 actions listed on the attached Schedules A and B and pending in two districts as follows: 27 actions in the Southern District of New York and two actions in the Middle District of Tennessee. Now before the Panel is a motion, brought pursuant to 28 U.S.C. § 1407, by the plaintiffs in one of the New York actions seeking centralization of this docket in the Southern District of New York.

On the basis of the papers filed and hearing session held, the Panel finds that the three actions in this litigation listed on Schedule A involve common questions of fact, and that centralization under Section 1407 of those actions in the Middle District of Tennessee will serve the convenience of the parties and witnesses and promote the just and efficient conduct of the litigation. Each of these three actions is brought under the Employee Retirement Income Security Act (ERISA) as a class action on behalf of participants in an investment plan sponsored by a subsidiary of Nortel Networks Corp. (Nortel). Among other things, all plaintiffs allege that defendants breached fiduciary duties by concentrating the plan’s investment in Nortel stock and failing to disclose complete and accurate information regarding the risks of investing in the plan. Plaintiffs also allege that defendants misled plan participants about Nortel’s financial condition. Centralization of these actions under Section 1407 is thus necessary in order to eliminate duplicative pretrial proceedings, prevent inconsistent pretrial rulings (especially with regard to class certification), and conserve the resources of the parties, their counsel and the judiciary. In designating the Middle District of Tennessee as transferee forum for the actions on Schedule A, we note that i) two of the *1369three actions on Schedule A are already pending there; and ii) in contrast to the recently filed Southern District of New York ERISA action on Schedule A, the first of the two Tennessee ERISA actions has been pending since December 2001, thus already affording the court in Tennessee the opportunity to develop a familiarity with the issues in this litigation.

We decline to order transfer of the 26 actions listed on Schedule B and pending in the Southern District of New York. These actions, filed between March and October 2001, have already been consolidated before a single judge (different from the one assigned the lone Southern District of New York ERISA action on Schedule A) and are brought under the federal securities laws on behalf of purchasers of Nortel stock. Even though these actions share questions with the Schedule A ERISA actions concerning Nortel’s financial condition and accounting practices, we are not persuaded that transfer of the actions on Schedule B is necessary or desirable at this time. The Nortel ERISA litigation and the Nortel securities litigation have proceeded independently of each other for over a year and a half. We are not convinced that any incremental burden associated with separate pretrial venues for the ERISA and securities actions is great enough to justify the transfer of either the ERISA or the securities litigation from a judge who has already devoted significant time and effort in the conduct of the matters before him. .

IT IS THEREFORE ORDERED that transfer of the 26 actions listed on the attached Schedule B and pending in the Southern District of New York is denied.

IT IS FURTHER ORDERED that, pursuant to 28 U.S.C. § 1407, the 'action listed on the attached Schedule A and pending in the Southern District of New York is transferred to the Middle District of Tennessee and, with the consent of that court, assigned to the Honorable John T. Nixon for coordinated or consolidated pretrial proceedings with the actions pending in that district, and listed on Schedule A.

IT IS FURTHER ORDERED that MDL-1537 is renamed as follows: MDL-*1537*— In *re Nortel Networks Corp. “ERISA” Litigation.*

SCHEDULE A

*MDL-1537*— In *re Nortel Networks Corp. Securities & “ERISA” Litigation*

*Southern District of New York*

*Maryvonne Tubb, et al. v. Nortel Networks, Inc., et al.,*C.A. No. 1:03-1716

*Middle District of Tennessee*

*Michael Zafarano, Jr., et al. v. Nortel Networks Corp.,*C.A. No. 3:01-1593

*Carol Felts v. Nortel Networks Corp., et al.,*C.A. No. 3:02-283

SCHEDULE B

*MDL-1537*— In *re Nortel Networks Corp. Securities & “ERISA” Litigation*

*Southern District of New York*

*In re Nortel Networks Corp. Securities Litigation,*C.A. No. 1:01-1855

*Dennis Pasparage v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5200

*Harriet Goldstein v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5271

*George Elkins v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5294

*Gregory Tymn v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5569

*Ezra Birnbaum v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5676

*Dr. Eugene Stricker v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5677

*Donald T. Womble v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5678

*1370*Felix Ezeir v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5679

*Jerry Matez v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5680

*Barrett M. Fisher v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5681

*Patrick D’Auria v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5682

*Richard Eckstein, I.R.A. v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5688 *William Smith v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5684

*Leonard Rapoport v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5685

*Richard Basta v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5686

*Xiomara Ardolina v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5687

*Pierre Barthole v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5688

*Dean E. Hart v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5689

*William Vanstavoren v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5809

*Zorba Lieberman v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5810

*Paul Yen v. Nortel Networks Corp., et al.,*C.A. No. 1:01-5935

*James Hinson v. Nortel Networks Corp., et al.,*C.A. No. 1:01-6812

*Humaran Krishnan, et al. v. Nortel Networks Corp., et al.,*C.A. No. 1:01— 6314

*Linda Adler v. Nortel Networks Corp., et al.,*C.A. No. 1:01-6315

*Jeffrey Goldstein v. Nortel Networks Corp., et al.,*C.A. No. 1:01-9268