IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF TEXAS

TEXARKANA DIVISION

IN RE FLEMING COMPANIESSECURITIES LITIGATION

This Document Relates To : All Actions

§ MDL NO. 1530

§§ Judge Ward

STIPULATION OF SETTLEMENT

This Stipulation of Settlement dated as of May 20, 2005 (the "Stipulation"), is made an d

entered into by and among the following Settling Parties (throughout this Stipulation all

capitalized terms used, but not immediately defined, are as defined in Part 11 .1) : (i) the

Representative Plaintiffs (on behalf of themselves, the Fleming Settlement Class and each o f

their respective putative Fleming Settlement Class Members), by and through their counsel of

record in the Actions; and (ii) Deloitte & Touche LLP, a Delaware limited liability partnership,

by and through its counsel. This Stipulation is intended by the Settling Parties to fully, finally

and forever resolve, discharge and settle the Actions and Released Claims with prejudice and

without costs, upon and subject to the terms and conditions hereof, subject to the approval of the

United States District Court for the Eastern District of Texas ("Settlement") .

1 . THE LITIGATION

Beginning in August 2002, a series of federal securities lawsuits was filed in Texas an d

Oklahoma, including eleven in the United States District Court for the Eastern District of Texas,

alleging violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule IOb-5

promulgated thereunder, or Section 11 of the Securities Act of 1933, against The Fleming

Companies, Inc . ("Fleming") and its officers and directors. The Texas cases were consolidated

in December 2002 and Jackson Capital Management, LLC ("Jackson Capital") was appointed

lead plaintiff. On January 31, 2003, Jackson Capital filed a Consolidated Amended Class Action

Complaint . Two weeks later, on February 13, 2002, Jackson Capital filed a "Corrected"

Consolidated Amended Class Action Complaint. None of these complaints named Deloitte &

Touche as a defendant .

In February and April of 2003, the Massachusetts State Carpenters Pension Fund (the

"Pension Fund"), filed lawsuits in the Dallas and Texarkana Divisions of the United States

District Court for the Eastern District of Texas . The Pension Fund asserted claims against

Fleming, various of its officers and directors, Deloitte & Touche, and the underwriters o f

Fleming public offerings in March and June 2002, for violations of Sections 11 and 12 of the

Securities Act of 1933 . The Pension Fund's action, filed in Dallas, was the first time Deloitte &

Touche was named in the Fleming litigation . Jackson Capital subsequently filed a Second

Amended Consolidated Class Action Complaint in the consolidated Texas cases, which for the

first time asserted a claim against Deloitte & Touche .

In Orders dated June 25 and August 11, 2003, the Judicial Panel on Multidistrict

Litigation consolidated all Fleming related matters and designated the above-captioned action In

re Fleming Co. Sec . Liti ., Case No. MDL-1530 as the lead Case.

On or about June 27 and August 28, 2003, two non-class action lawsuits that were

virtually identical to (and incorporated most of the allegations of) the Second Amended

Consolidated Class Action Complaint filed by Jackson Capital were filed in the Northern District

of Texas and captioned Doucet et a1. v. Hansen et al ., N.D. Tex. 3 :03-1950 and Fetterman, et al.

v. Hansen, et al. , N.D . Tex. 3 :03-1435 . These matters were consolidated into In re Fleming Co .

Sec. Litig . , Case No. MDL-1530 on September 9 and December 15, 2003 .

2

Jackson Capital further amended their Complaint and filed a Third Amended

Consolidated Class Action Complaint on September 12, 2003, a Fourth Consolidated Amended

Class Action Complaint on June 28, 2004 and a Fifth Amended Consolidated Class Action

Complaint on December 1 6, 2004 .

Deloitte & Touche has vigorously denied and continues to deny each and all of the claims

and contentions alleged in the Actions . Deloitte & Touche has expressly denied and continues to

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

statements, acts or omissions alleged, or that could have been alleged, in the Actions . Deloitte &

Touche also has denied and continues to deny, inter alia, the allegations that the Representative

Plaintiffs or the putative Fleming Settlement Class Members have suffered damage or that the

Representative Plaintiffs or the putative Fleming Settlement Class Members were harmed by any

alleged acts or omissions of Deloitte & Touche alleged in the Actions . Nonetheless, Deloitte &

Touche has concluded that further conduct of the Actions would be protracted and expensive,

and that it is desirable that the Actions be fully and finally settled in the manner and upon the

terms and conditions set forth in this Stipulation .

The Representative Plaintiffs believe that the claims asserted in the Actions have merit .

However, Plaintiffs' Class Counsel recognize and acknowledge the expense and length of

continued proceedings necessary to prosecute the Actions against Deloitte & Touche through

trial and appeals . Plaintiffs' Class Counsel also have taken into account the uncertain outcom e

and the risk of any litigation, especially complex cases such as the Actions, as well as the

difficulties and delays inherent in such litigation . Plaintiffs' Class Counsel also are mindful of

the inherent problems of proof under, and possible defenses to, the violations asserted in the

Actions . Plaintiffs' Class Counsel believe that the Settlement set forth in this Stipulation confers

substantial benefits upon the Fleming Settlement Class Members . Plaintiffs' Class Counsel on

behalf of the Representative Plaintiffs have conducted extensive investigation relating to the

Representative Plaintiffs' claims and the underlying events and transactions alleged in the

Complaint and, in connection therewith, have engaged and consulted experts and have conducted

extensive discovery including, among other things, inspection, review and analysis of millions of

pages of documents produced by defendants and non-parties to this Action, and consultation with

experts on accounting and damages, which in the Representatives Plaintiffs' and Plaintiffs' Class

Counsel's judgment has provided an adequate and satisfactory basis for the evaluation of the

Settlement described herein . Based on their evaluation, Plaintiffs' Class Counsel have

determined that the Settlement set forth in this Stipulation is fair, reasonable and adequate and in

the best interests of the Representative Plaintiffs and the putative Fleming Settlement Class

Members .

On May 19 and 20, 2005, the Parties entered into an extensive good faith, arms lengt h

negotiation concerning the terms of the Settlement in a mediation before a highly experienced

mediator and on May 20, 2005, agreed to settle the Actions and the Released Claims subject to

execution of this Stipulation and approval by the Court .

II. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

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

Representative Plaintiffs (on behalf of themselves, the Fleming Settlement Class and each of

their respective putative Fleming Settlement Class Members) and Deloitte & Touche, by and

through their respective counsel or attorneys of record, that, subject to the approval of the Court,

the Actions and the Released Claims as against the Deloitte & Touche Releasees shall be finally

and fully compromised, settled and released, and the Actions shall be dismissed with prejudice

4

and without costs, as to the Deloitte & Touche Releasees, upon and subject to the terms and

conditions of this Stipulation, as follows .

1. Definitions

As used in this Stipulation the following terms have the meaning specified below . In the

event of any inconsistency between any definition set forth below and any definition set forth in

any other document related to the Settlement set forth in this Stipulation, the definition set forth

below shall control .

1 .1 "Actions" or "Fleming Action" means all actions that are part of Multi-Distric t

Litigation No. 1530 in the United States District Court for the Eastern District of Texas,

including : Anthony Colarich, et al . v. Fleming Co. Inc., et al ., W.D. Ok., C.A. No . 5 :03-177;

Terry Slater v. Fleming Co . Inc., et al . , W.D. Ok., C.A. No. 5 :03-178 ; Doucet, et al . v. Hansen, et

al ., N.D. Tx., 3:03-1950; Massachuse tts State C enters Pension Fund v . Fleming Co ., Inc., et

Al ., N.D. Tx., C.A. No. 3:03-460 ; Rick Fetterman, et al . v. Mark Hansen et al N.D. Tx., C.A.

No. 3 :03-1435 ; William Gaynor, Jr., et al . v. Fleming Co. Inc., et al . , E.D. Tx., C.A. No. 5:02-

178;

•, . . ...

Janis Dolan v. FlemingCo . Inc ., et al . , E.D. Tx., C.A. No. 5 :02-190 ; Stanley Sved V.

Fleming Co. Inc. et al ., E.D . Tx ., C.A. No . 5 :02-198 ; Denis Patterson v. Fleming Co . Inc ., et al . ,

E.D. Tx., C.A. No. 5 :02-205; Al fred S. Huk v . Fleming Co . Inc ., et al ., E .D. Tx., C.A. No. 5 :02-

208; Jerald Gordon v . Fleming Co ., Inc ., et al . E .D. Tx., C.A. No. 5 :02-212; Virginia Rudisill v.

Fleming Co ., Inc., et al . , E.D. Tx., C.A. No. 5 :02-218 ; William M.E__glinton v. FlemingCo., Inc . ,

et al ., E .D.Tx., C.A. No. 5:02-222; Jackson Capital . M t LLC v. Mark Hansen et al ., E.D. Tx .,

C.A. No. 5 :02-223 ; Sharee Stroud, etc . v. Mark S . Hansen, et al ., E.D. Tx ., C.A. No. 5:02-236;

Mare 0. Northu v. Fleming Co ., Inc ., et al ., E .D. Tx., C.A. No. 5 :02-237 ; D .X. Larocca, et

al . v. Fleming Co ., Inc., et al . , E.D. Tx ., C.A. No. 5:02-239; the Cross-Complaint and Original

Complaint of the Post-Confirmation Trust and Original Answer of Defendants the Fleming

5

Companies, the Post-Confirmation Trust and Core-Mark ; and any other claims, cross-claims,

counterclaims, defenses, contentions or allegations, that have been or could have been asserted i n

any action listed above or in In re Fleming Co. See . Litig. , Case No. MDL-1530 .

1 .2 "Authorized Claimant" means a member of the Fleming Settlement Class who

submits a timely and valid Proof of Claim and Release to the Claims Administrator and within

such time , as the Court shall presc ribe . Only those members of the Settlement Class fi ling valid

and timely Proofs of Claim and Release shall be entitled to receive any distributions from the

Settlement Amount .

1 .3 "Claimant" means any potential Settlement Class Member who claims entitlemen t

to all or part of the Settlement Amount .

1 .4 "Claims Administrator" means Heffler Radetich & Saitta, LLP.

1 .5 "Core-Mark" means Core-Mark International, Inc ., and all of its past and present

parents, subsidiaries, divisions, predecessors, successors, assigns, affiliated entities, and any

entity in which any of them has a controlling interest .

1 .6 "Court" means the United States District Court for the Eastern District of Texas ,

Texarkana Division .

1 .7 "Debtors" means The Fleming Companies, Inc . ; Core-Mark International, Inc . ;

ABCO Food Group, Inc . ; ABCO Markets, Inc . ; ABCO Realty Corp .; ASI Office Automation,

Inc. ; C/M Products, Inc . ; Core-Mark Interrelated Companies, Inc . ; Core-Mark Mid-Continent,

Inc . ; Dunigan Fuels, Inc . ; Favor Concepts, Ltd . ; Fleming Foods Management Co., O.K., Fleming

Foods of Texas, L .P. ; Fleming International, Ltd . ; Fleming Supermarkets of Florida, Inc. ;

Fleming Transportation Service, Inc . ; Food 4 Less Beverage Company, Inc . ; Fuelserv, Inc. ;

General Acceptance Corporation ; Head Distributing Company; Marquise Ventures Company,

6

Inc . ; Minter-Weisman Co .; Piggly Wiggly Company ; Progressive Realty, Inc . ; Rainbow Food

Group, Inc . ; Retail Investments, Inc . ; Retail Supermarkets, Inc . ; RFS Marketing Services, Inc . ;

and Richmar Foods, Inc . in their capacities as debtors and/or reorganized debtors, and any other

debtors not listed herein, and their respective predecessors, successors and assigns .

1 .8 "Defendants" means The Fleming Companies, Inc ., Core-Mark International Inc . ,

the Post-Confirmation Trust, Mark Hansen, Neal J. Rider, Mark D. Shapiro, Thomas Dahlen,

Carol B . Hallet, Alice M. Peterson, Herbert M . Baum, Kenneth M. Duberstein, Archie R. Dykes,

Robert S . Ramada, Carlos M . Hernandez, Scott Northcutt, Al Abbood, Charles Myers, Phillip

Murphy, Steven Davis, Jim Thatcher, James Green, Christopher Thorpe, John Kenneth Adams,

Rosario Coniglio, Steven Schmidt, Bruce Keith Jensen, John D . Robinson, Peter Frank, Michael

J . Cavallero, Dole Fresh Fruit Company, Deloitte & Touche LLP, Lehman Brothers Inc .,

Deutsche Bank Securities Inc., Wachovia Securities (including First Union Securities, Inc . and

Wachovia Corporation), and Morgan Stanley Incorporated.

1 .9 "Deloitte & Touche" means Deloitte & Touche LLP, a Delaware limited liability

partnership whose national office is in New York, New York .

1 .10 "Effective Date" means the first date by which all of the events and conditions

specified in paragraph 7 .1 of the Stipulation have occurred and have been met, respectively.

1 .11 "Escrow Agent" means Wachovia Bank .

1 .12 "Final" means, with respect to any order of court, including without limitation the

Final Order, that such order represents a final and binding determination of all issues within its

scope and is not subject to further review on appeal or otherwise . Without limitation, an order

becomes "Final" when : (a) where no appeal has been filed, the prescribed time for commencing

any appeal has expired; or (b) where an appeal has been filed, either (i) the appeal has bee n

7

dismissed and the prescribed time, if any, for commencing any further appeal has expired, or (ii)

the order has been affirmed in its entirety and the prescribed time, if any, for commencing any

further appeal has expired . For purposes of this paragraph, an "appeal" includes appeals as of

right, discretionary appeals, interlocutory appeals, proceedings involving writs of certiorari or

mandamus, and any other proceedings of like kind . Any appeal pertaining solely to any Plan of

Allocation, or to any application for attorneys' fees and expenses including, but not limited to,

any allowance or disallowance of such fees and expenses in whole or in part pursuant to

paragraph 6 .1 below, shall not in any way delay or preclude the Final Order from becoming

Final .

1 .13 "Final Order" or "Judgment" means a Final Judgment and Order of Dismissal to

be rendered by the Court, substantially in the form attached hereto as Exhibit "B" .

1 .14 "Fleming" means The Fleming Companies, Inc ., Core-Mark, Debtors and all of

their respective past and present parent companies, subsidiaries, divisions, affiliated entities,

related Persons, predecessors, successors, trustees, agents, assigns, administrators, executors and

representatives and any entity in which any of them has a controlling interest .

1 .15 "Fleming Settlement Class", or "Settlement Class", which the Parties hereto agre e

may be conditionally certified for purposes of this Settlement only, means (i) all Persons who

purchased or otherwise acquired Securities of Fleming at any time in the period commencing

May 9, 2001 and ending February 25, 2003 inclusive, including, without limitation, all Persons

who purchased or otherwise acquired Securities in, pursuant to, or traceable to Fleming's March

2002 Offering and all Persons who purchased or otherwise acquired Securities in, pursuant to, or

traceable to Fleming's June 2002 Offering . Excluded from the Fleming Settlement Class are

those Persons who timely and validly request exclusion from the Settlement Class, to the extent

that they are able to do so under Rule 23 of the Federal Rules of Civil Procedure, pursuant to the

Mailed and Summary Notice (as defined in paragraph 3 .1, below). Also excluded from the

Fleming Settlement Class are the Defendants (as defined in Paragraph 1 .8 hereof), their

respective subsidiaries and affiliates, members of the immediate families of each of the

Defendants and the legal representatives, heirs, successors, affiliates or assigns of each of the

Defendants .

1 .16 "Fleming Settlement Class Member", "Settlement Class Member", or "Member

of the Fleming Settlement Class" means a Person who falls within the definition of the Fleming

Settlement Class .

1 .17 "Named Plaintiffs" means the Representative Plaintiffs and each of the named

plaintiffs in the Actions identified in paragraph 1 .1 .

1 .18 "Non-Settling Defendants" means each and all of the Defendants named in the

Actions, including all Defendants named in any complaint, claim, cross-claim, or counterclaim,

except Deloitte & Touche .

1 .19 "Person" means an individual, corporation, limited liability corporation,

professional corporation, limited liability partnership, partnership, limited partnership,

association, joint stock company, estate, legal representative, trust, unincorporated association,

government or any political subdivision or agency thereof, and any business or legal entity and

any spouses, heirs, predecessors, successors, representatives, or assignees of any of the

foregoing.

1 .20 "Plaintiffs' Class Counsel" means, collectively, (i) Berger & Montague, P .C., (ii)

Susman Godfrey LLP, (iii) McKool Smith, P .C., (iv) Lerach Coughlin Stoia Geller Rudman &

Robbins LLP, and (v) Cauley, Bowman, Carney & Williams, PLLC .

9

1 .21 "Plaintiffs' Settlement Counsel" means Berger & Montague, P .C. and/or Susman

Godfrey LLP,

1 .22 "Plan of Allocation" means any plan or formula of allocation of the Settlement

Amount, to be approved by the Court upon notice to the Class . Any Plan of Allocation is not

part of the Stipulation and the Deloitte & Touche Releasees shall have no responsibility or

liability with respect thereto .

1 .23 "Preliminary Approval Order" means the Preliminary Order in Connection with

Class Action Settlement Proceedings, substantially in the form attached hereto as Exhibit "A" .

1 .24 "Proof of Claim and Release" means the document to be sent to Fleming

Settlement Class Members, by which Fleming Settlement Class Members may make claims

against the Settlement Amount for damages allegedly incurred by reason of their investment(s) in

Fleming Securities .

1 .25 "Released Claims" collectively means and includes any and all claims or causes

of action, including, without limitation, "Unknown Claims" (as defined below), debts, suits,

rights of action, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies,

agreements, promises, judgments, variances, executions, obligations, demands, rights, liabilities,

damages, losses, fees, and costs of any kind, nature and/or description whatsoever, matured or

unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, suspected or

unsuspected, contingent or non-contingent, whether or not asserted, threatened, alleged or

litigated, at law, admiralty, equity or otherwise, including, without limitation, claims for

contribution or indemnification, or for costs, expenses (including, without limitation, amounts

paid in Settlement) and attorneys' fees (including, without limitation, costs, expenses and

attorneys' fees incurred in connection with this Stipulation and the Settlement of the Actions) ,

10

claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty,

malpractice, misrepresentation, fraud, breach of fiduciary duty, or violations of any federal, state

or local statutes, common law, or any other laws, rules or regulations, that now exist or

heretofore existed, that have been or could have been asserted or alleged in the Actions, or any

other forum against the Deloitte & Touche Releasees or any of them whether directly, indirectly,

representatively, derivatively or in any other capacity, which arise out of, are based upon or relate

to, or are in connection with (i) the claims asserted in the Actions ; (ii) the purchase or other

acquisition of Securities or the sale or other disposition of Securities of Fleming at any time in

the period commencing May 9, 2001 and ending February 25, 2003 inclusive, including, withou t

limitation, the purchase or other acquisition of Securities in, pursuant to, or traceable to

Fleming's March 2002 Offering and the purchase or other acquisition of Securities in, pursuant

to, or traceable to Fleming's June 2002 Offering; (iii) any of the facts, circumstances, claims,

transactions, events, occurrences, acts, disclosures, statements, representations,

misrepresentations, omissions or failures to act, or matters of any kind or nature whatsoever,

related directly or indirectly to the subject matters referred to, set forth in, or the facts, causes of

action, counts, or claims for relief which were, might have been, or could have been, asserted,

alleged or litigated in the Actions ; (iv) this Settlement or the entry into it; and/or (v) any and all

services provided at any time by the Deloitte & Touche Releasees, or any of them, to or with

respect to Fleming, Debtors, or any related Person, including, without limitation, their respective

present or farmer affiliates, predecessors or successors, and their respective directors, officers,

employees, partners, principals, stockholders and owners, irrespective of whom such services

were claimed to have been performed for or on behalf of, to the extent such services relate to

Fleming.

11

1 .26 "Released Entities" or "Deloitte & Touche Releasees" means Deloitte & Touche

USA LLP, Deloitte & Touche LLP, Deloitte Tax LLP, Deloitte Financial Advisory Services LLP,

Deloitte Consulting LLP (successor to Deloitte Consulting Holding LLC), Deloitte Consulting

(Nevada) LLC, Deloitte Consulting L .P., Deloitte Consulting (US) LLC and Deloitte Consulting

(Holding Sub) LLC, Deloitte Touche Tohmatsu, a Swiss Verein, and any and all Deloitte Touche

Tolunatsu associate and member firms and their respective past and present parent companies,

predecessors, subsidiaries, divisions, affiliates, associates (as defined in SEC Rule 12b- 2

promulgated pursuant to the Exchange Act), successors and assigns, joint ventures, their

respective present and former partners, principals, members, directors, officers, employees,

stockholders, owners, agents, subrogees, insurers, co-insurers, reinsurers, servants and attorneys,

and their respective representatives, heirs, executors, personal representatives, administrators,

transferees and assigns . Released Entities does not include the Non-Settling Defendants .

1 .27 "Representative Plaintiffs" means Jackson Capital Management, LLC ,

Massachusetts State Carpenters Pension Fund, Massachusetts State Guaranteed Annuity Fund,

Alaska Electrical Pension Fund, David Dickey, Joel Feliciano, and Terry Slater, individually and

collectively, on behalf of themselves, the Fleming Settlement Class and each of their respective

Fleming Settlement Class Members .

1 .28 "Securities" means any publicly traded securities (i) issued by Fleming, including

but not limited to stocks or bonds, or (ii) that trade in whole or in part based upon the price or

value of any securities issued by Fleming .

1 .29 "Settlement Amount" means the principal amount of Thirty-Five Million

($35,000,000 .00) Dollars, subject to any potential Reduction as set forth in paragraph 7 .5 herein.

12

1 .30 "Settlement Class" means the Fleming Settlement Class . Excluded from the

Settlement Class are those Persons who timely and validly request exclusion from the Settlement

Class, to the extent that they are able to do so under Rule 23 of the Federal Rules of Civil

Procedure, pursuant to the Mailed and Summary Notice (as defined in paragraph 3 .1, below) .

Also excluded from the Settlement Class are the Defendants (as defined in Paragraph 1 .8 hereof),

their respective subsidiaries and affiliates, members of the immediate families of each of the

Defendants and the legal representatives, heirs, successors, affiliates or assigns of each of the

Defendants .

1 .31 "Settling Parties" or "Parties" means, collectively, Deloitte & Touche and the

Representative Plaintiffs (on behalf of themselves, the Fleming Settlement Class and each of

their respective Fleming Settlement Class Members) .

1 .32 "Unknown Claims" means any Released Claim that any Representative Plaintiff

or Settlement Class Member does not know or suspect to exist in his, her or its favor at the time

of the release of the Deloitte & Touche Releasees that if known by him, her or it, might have

affected his, her or its Settlement with and release of the Deloitte & Touche Releasees, or might

have affected his, her or its decision not to object to this Settlement or not to exclude himself,

herself or itself from the Settlement Class . With respect to any and all Released Claims, the

Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs

shall expressly waive, and each of the Settlement Class Members shall be deemed to have

waived and by operation of the Final Order shall have waived, the provisions, rights and benefits

of California Civil Code § 1 542, which provides-

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICHTHE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM

13

MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THEDEBTOR.

The Representative Plaintiffs shall expressly waive, and each of the Settlement Class Members

shall be deemed to have waived and by operation of the Final Order shall have waived, any and

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

States, or principle of common law, that is similar, comparable or equivalent to California Civil

Code § 1542. The Representative Plaintiffs and Settlement Class Members may hereafter

discover facts in addition to or different from those that any of them now knows or believes to be

true with respect to the subject matter of the Released Claims, but each Representative Plaintiff

shall expressly have, and each Settlement Class Member shall be deemed to have and by

operation of the Final Order shall have, fully, finally, and forever settled and released any and all

Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,

whether or not concealed or hidden, that now exist, or heretofore have existed, based upon any

fact, theory of law or equity now existing or coming into existence in the future, including, but

not limited to, conduct that is negligent, reckless, intentional, with or without malice, or a breach

of any duty, law or rule, without regard to the subsequent discovery or existence of different or

additional facts . The Representative Plaintiffs acknowledge, and the Settlement Class Members

shall be deemed to have acknowledged, and by operation of the Final Order shall have

acknowledged, that the foregoing waiver was separately bargained for and a key element of the

Settlement of which this Release is a part .

2. The Settlement

(a) The Settlement Amoun t

2.1 The Settlement Amount will be paid to the Escrow Agent by Deloitte & Touche in

the form of a wire transfer into an interest bearing account maintained by the Escrow Agent

14

within five (5) business days after preliminary approval of this Stipulation by the Court ;

provided, however, that Plaintiffs' Class Counsel has provided Deloitte & Touche with all

necessary information for Deloitte & Touche to authorize payment and complete the wire

transfer.

2.2 No amount may be disbursed from the Settlement Amount, except for amounts

required to be paid for Taxes and Tax Expenses as provided for in paragraph 2 .7(b) herein, for

amounts actually incurred in connection with providing the Mailed and Summary Notice as

provided in paragraph 3 .1 herein, or for amounts to be refunded as provided for in paragraph 7 .6

herein, unless and until the Effective Date .

2.3 Under no circumstances will Deloitte & Touche be required to pay more than th e

Settlement Amount pursuant to this Stipulation and the Settlement set forth herein ; however, any

interest on the Settlement Amount accrues to the benefit of the Settlement Class, provided the

order provided for in paragraph 3 .5 herein dismissing the Actions becomes Final as defined

herein .

(b) The Escrow Agen t

2.4 The parties shall enter into an Escrow Agreement with the Escrow Agent

substantially in the form attached hereto as Exhibit "C" . The Escrow Agent shall not disburse

the Settlement Amount except as provided in this Stipulation, by an order of the Court, or with

the prior written agreement of Deloitte & Touche and Plaintiffs' Class Counsel .

2 .5 Subject to further order and/or directions as may be made by the Court, the

Escrow Agent is authorized to execute such transactions on behalf of the Settlement Class

Members as are consistent with the terms of this Stipulation .

15

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

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

funds shall be distributed pursuant to this Stipulation and/or order(s) of the Court .

(c) Taxes

2 .7 The Settling Parties and the Escrow Agent agree to treat the Settlement Amount as

being at all times a "qualified settlement fund" within the meaning of Treas . Reg. § 1 .468B-1 .

The Escrow Agent shall timely make such elections as necessary or advisable to carry out the

provisions of this paragraph 2 .7, including the "relation-back election" (as defined in Treas . Reg .

§1 .468B-1) back to the earliest permitted date. Such elections shall be made in compliance with

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

the Escrow Agent to timely and properly prepare and deliver the necessary documentation for

signature by all necessary parties, and thereafter to cause the appropriate filing to occur .

(a) For the purpose of §468B of the Internal Revenue Code of 1986, a s

amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow

Agent. The Escrow Agent shall timely and properly file all informational and other tax returns

necessary or advisable with respect to the Settlement Amount (including, without limitation, the

returns described in Treas . Reg . §1 .468B-2(k)) . Such returns (as well as the election described in

this paragraph 2 .7) shall be consistent with this paragraph 2 .7 and in all events shall reflect that

all Taxes as defined in subsection (b) below (including any estimated Taxes, interest or penalties)

on the income earned by the Settlement Amount shall be paid out of the Settlement Amount as

provided in paragraph 2 .7(b) hereof.

(b) All (i) taxes (including any estimated taxes, interest or penalties) arising

with respect to the income earned by the Settlement Amount, including without limitation any

taxes or tax detriments that may be imposed upon Deloitte & Touche or its counsel with respec t

16

to any income earned by the Settlement Amount for any period during which the Settlement

Amount does not qualify as a "qualified settlement fund" for federal or state income tax purposes

(collectively, "Taxes"), and (ii) expenses and costs incurred in connection with the operation and

implementation of this paragraph 2 .7, including without limitation expenses of tax attorneys

and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to

file) the returns described in this paragraph 2 .7, (collectively, "Tax Expenses"), shall be paid out

of the Settlement Amount; in all events neither the Deloitte & Touche Releasees, or any of them,

nor their counsel shall have any liability or responsibility for the Taxes or the Tax Expenses .

Plaintiffs' Settlement Counsel shall indemnify and hold harmless the Deloitte & Touche

Releasees, and each of them, and their counsel for Taxes and Tax Expenses (including, without

limitation, Taxes payable by reason of any such indemnification) . Further, Taxes and Tax

Expenses shall be treated as, and considered to be, a cost of administration of the Settlement

Amount and shall timely be paid by the Escrow Agent out of the Settlement Amount without

prior order from the Court and the Escrow Agent shall be obligated (notwithstanding anything

herein to the contrary) to withhold from distribution to Authorized Claimants any funds

necessary to pay such amounts, including the establishment of adequate reserves for any Taxes

and Tax Expenses (as well as any amounts that may be required to be withheld under Treas . Reg.

§ 1 .468B-2(1)(2)) ; neither the Deloitte & Touche Releasees, or any of them, nor their counsel is

responsible therefor, nor shall they have any liability therefor. The Settling Parties agree to

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

extent reasonably necessary to carry out the provisions of this paragraph 2 .7 .

3. Preliminary Approval, Notice, Settlement Hearing and Final Approva l

3.1 Promptly after execution of the Stipulation, the Settling Parties shall submit the

Stipulation together with its Exhibits to the Court and shall jointly apply for entry of th e

17

Preliminary Approval Order requesting, inter alia, the preliminary approval of the Settlement set

forth in the Stipulation, and final approval of forms of notice to be mailed to all Settlement Class

Members who can be identified with reasonable effort (the "Mailed Notice") and to be published

(the "Summary Notice"), respectively. The Mailed Notice shall include the general terms of the

Settlement set forth in the Stipulation and shall set forth the procedure by which Persons who

otherwise would be Members of the Settlement Class may request to be excluded from the

Settlement Class . The date and time of the Settlement Hearing shall be added to the Mailed

Notice before it is mailed to Settlement Class Members.

3.2 The Settling Parties shall request that, after the Mailed Notice and Summary

Notice have been mailed and published, respectively, in accordance with paragraph 3 .1, above,

the Court hold a hearing (the "Settlement Hearing") and finally approve the Settlement of the

Actions with respect to the Settling Parties .

3.3 The Settling Parties hereby stipulate to certification of the Settlement Class

pursuant to Rule 23 of the Federal Rules of Civil Procedure solely for purposes of this

Stipulation and the Settlement set forth herein .

(a) Preliminary Approval Orde r

3.4 The Preliminary Approval Order shall specifically include provisions that, among

other things, will :

(a) Preliminarily approve the Stipulation and the Settlement set forth herein as

being fair, adequate, and reasonable and in the best interests of the Settlement Class for purposes

of Rule 23 of the Federal Rules of Civil Procedure ;

(b) Conditionally certify the Settlement Class for the purpose of this

Settlement only ;

18

(c) Find that Plaintiffs' Settlement Counsel had, and has, the authority t o

negotiate and propose a settlement to the Court and to enter into this Stipulation and Settlemen t

on behalf of the Settlement Class Members (including, without limitation, the Representativ e

Plaintiffs) and Plaintiffs' Class Counsel;

(d) Confirm that the parties designated to serve as Representative Plaintiffs in

the class actions are Jackson Capital Management, LLC, Massachusetts State Carpenters Pension

Fund, Massachusetts State Guaranteed Annuity Fund, Alaska Electrical Pension Fund, David

Dickey, Joel Feliciano, and Terry Slater ;

(e) Approve the form of Mailed Notice for mailing to potential Settlemen t

Class Members ;

(f) Approve a Summary Notice ;

(g) Approve the form of Proof of Claim and Release for mailing to potential

Settlement Class Members ;

(h) Direct Plaintiffs' Class Counsel to mail or cause to be mailed by Unite d

States first-class mail , postage prepaid, the Mailed Notice and the Proof of Claim and Release to

those potential Settlement Class Members who can be identified through reasonable effort, on or

before the date specified in the Preliminary Approval Order;

(i) Direct Plaintiffs' Class Counsel to cause the Summary Notice to b e

published in the national edition of The Wall Street Journal or shall cause a copy of the Summary

Notice to be published electronically on an equally suitable on-line site ;

(j) Provide that Settlement Class Members who wish to participate in th e

Settlement provided for in this Stipulation shall complete and submit a Proof of Claim an d

Release pursuant to the instructions contained therein ;

19

(k) Find that the form, substance, and requirements of the notice given

pursuant to paragraphs 3 .1, including individual notice to all potential Settlement Class Members

who can be identified upon reasonable effort, constitutes the best notice practicable under the

circumstances as well as valid, due, and sufficient notice to all persons entitled thereto, including

all Settlement Class Members, and complies fully with the requirements of Rule 23 of the

Federal Rules of Civil Procedure, the Constitution of the United States, the Private Securities

Litigation Reform Act of 1995, and other applicable law;

(1) Schedule a hearing or hearings (the "Settlement Hearing") to be held b y

the Court to consider and determine whether the proposed Settlement of the Actions as contained

in the Stipulation should be approved as fair, adequate, reasonable and in the best interests of the

Settlement Class, whether the Actions should be dismissed on the merits with prejudice and

without costs, and whether all Released Claims should be fully, finally, and forever released,

relinquished, and discharged;

(m) Provide that any potential Settlement Class Members who so desire may

exercise the right to exclude themselves from the Settlement Class but only if they comply with

the requirements for so doing as set forth in the Preliminary Approval Order, Mailed Notice and

the Summary Notice;

(n) Provide that, pending final determination of whether the Settlemen t

contained in this Stipulation should be approved, neither the Representative Plaintiffs nor any

Settlement Class Members, either directly, indirectly, in a representative or derivative capacity,

or in any other capacity, shall commence or prosecute any action or proceeding in the Court or in

any other court or tribunal asserting any of the Released Claims against any of the Deloitte &

Touche Releasees ;

20

(o) Provide that, not later than five (5) days prior to the Settlement Hearing ,

Plaintiffs' Class Counsel or their designee shall file with the Clerk of the Court, and serve on

Deloitte & Touche's Counsel , a sworn statement describing the mailing and publication of the

notices required herein;

(p) Provide that the Settlement Hearing may, from time to time and without

further notice to the Settlement Class Members, be continued or adjourned by order of the Court ;

(q) Provide that, if the Effective Date occurs, any Representative Plaintiff and

Settlement Class Member who does not submit a Proof of Claim and Release or does not timely

submit a valid Proof of Claim and Release within the time prescribed in the Preliminary

Approval Order or subsequent Court order and who does not timely and validly seek exclusion

from the Settlement Class in accordance with the Preliminary Approval Order and the Mailed

Notice and Summary Notice, on behalf of themselves, and their respective heirs, executors,

administrators, legal representatives, predecessors, successors, parent companies, subsidiaries,

affiliates, transferees and assigns, and any other Person claiming (now or in the future) through

or on behalf of them, shall be forever barred from participating in distributions from the

Settlement Amount pursuant to the Stipulation and the Settlement set forth herein, but otherwise

shall be conclusively deemed to have and by operation of the Final Order shall have (i) fully,

finally and forever released, relinquished, and discharged all Released Claims against the

Deloitte & Touche Releasees ; (ii) fully, finally, and forever released, relinquished, and

discharged the Deloitte & Touche Releasees from all Released Claims arising out of or in

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action or

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

21

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any of

them in any action or proceeding of any nature ; whether or not such Representative Plaintiff

and/or such Settlement Class member ever seeks or obtains any distribution from the Settlement

Amount; whether or not such Representative Plaintiff and/or such Settlement Class Members has

executed and delivered a Proof of Claim and Release; whether or not such Representative

Plaintiff and/or such Settlement Class Member has participated in the Settlement Amount ;

whether or not such Representative Plaintiff and/or such Settlement Class Member has filed an

objection to the Settlement, to any rejection of his/her/its claim as provided in paragraphs 5 .8 and

5.9, to the proposed Plan of Allocation, or to any application by Plaintiffs' Class Counsel for an

award of attorneys' fees and expenses and costs ; and whether or not the claims of such

Representative Plaintiff and/or such Settlement Class Member has been approved or allowed or

such objection has been overruled by the Court ; and

(r) Provide that, if the Effective Date occurs, all Representative Plaintiffs an d

each Fleming Settlement Class Member, on behalf of themselves, and their respective heirs,

executors, administrators, legal representatives, predecessors, successors, parent companies,

subsidiaries, affiliates, transferees and assigns, and any other Person claiming (now or in the

future) through or on behalf of them, who is a Claimant but whose claims are not allowed o r

approved by the Court shall be forever barred from participating in distributions from the

Settlement Amount pursuant to the Stipulation and Settlement set forth herein, but otherwise

shall be conclusively deemed to have and by operation of the Final Order shall have (i) fully,

finally and forever released, relinquished, and discharged all Released Claims against the

Deloitte & Touche Releasees ; (ii) fully, finally, and forever released, relinquished, and

discharged the Deloitte & Touche Releasees from all Released Claims arising out of or i n

22

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action or

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any of

them in any action or proceeding of any nature ; whether or not any such Claimant becomes an

Authorized Claimant; whether or not such Claimant has participated in the Settlement Amount;

and whether or not such Claimant has filed an objection to the Settlement, to any rejection of

his/her/its claim as provided in paragraphs 5 .8 and 5 .9 herein, to the proposed Plan of Allocation,

or any application by Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and

costs; and whether or not the claims of such Claimant have been approved or allowed or such

objection has been overruled by the Court ;

(s) Provide that, if the Effective Date occurs, any Claimants who become

Authorized Claimants, on behalf of themselves, and their respective heirs, executors ,

administrators, legal representatives, predecessors, successors, parent companies, subsidiaries,

affiliates, transferees and assigns, and any other Person claiming (now or in the future) through

or on behalf of them, shall be conclusively deemed to have and by operation of the Final Order

shall have (i) fully, finally and forever released, relinquished, and discharged all Released Claims

against the Deloitte & Touche Releasees ; (ii) fully, finally, and forever released, relinquished,

and discharged the Deloitte & Touche Releasees from all Released Claims arising out of or in

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action or

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any o f

23

them in any action or proceeding of any nature; whether or not such Authorized Claimant

participated in the Settlement Amount ; whether or not such Authorized Claimant has filed an

objection to the Settlement, to any rejection of his/her/its claim to participate in the Settlemen t

Amount as provided in paragraphs 5 .8 and 5 .9 herein, to the proposed Plan of Allocation, or to

any application by Plaintiffs' Class Counsel for an award of attorneys' fees and expenses an d

costs; and whether or not the claims of such Authorized Claimant have been approved or allowe d

or such objection has been overruled by the Court ; and

(t) Provide that any objections to (i) the proposed Settlement contained in the

Stipulation; (ii) entry of a Final Order approving the Settlement; (iii) the proposed Plan of

Allocation; or (iv) any Fee and Expense Application, shall be heard, and any papers submitted in

support of said objections shall be received and considered by the Court at the Settlement

Hearing only if, on or before the date specified in the Preliminary Approval Order, Persons

making objections shall file and serve on Deloitte & Touche's Counsel and Plaintiffs' Class

Counsel (at the addresses provided in paragraph 8 .16) written notice of their intention to appear

(which shall set forth each objection and the basis therefore) and copies of any papers in suppor t

of their position as set forth in the Preliminary Approval Order .

(b) Terms of the Final Orde r

3.5 If the Settlement contemplated by this Stipulation is approved by the Court ,

counsel for the Parties shall request that the Court enter the Final Order. The Final Order shall

specifically include provisions that, among other things, will :

(a) Approve the Settlement and the Stipulation as fair, adequate, reasonabl e

and in the best interests of the Settlement Class for purposes of Rule 23 of the Federal Rules of

24

Civil Procedure, and direct the Parties to consummate the Settlement in accordance with the

terms and conditions of the Stipulation ;

(b) Certify the Settlement Class for purposes of this Settlement only;

(c) Order that, upon the Effective Date, any Representative Plaintiff and each

Fleming Settlement Class Member who has not timely and validly excluded themselves from the

Settlement Class in accordance with the Preliminary Approval Order and Mailed Notice and

Summary Notice, on behalf of themselves, and their respective heirs, executors, administrators,

legal representatives, predecessors, successors, parent companies, subsidiaries, affiliates,

transferees and assigns, and any other Person claiming (now or in the future) through or on

behalf of them ("Releasors"), shall be conclusively deemed to have and by operation of the Final

Order shall have (i) fully, finally and forever released, relinquished, and discharged all Released

Claims against the Deloitte & Touche Releasees, (ii) fully, finally, and forever released,

relinquished, and discharged the Deloitte & Touche Releasees from all Released Claims arising

out of or in connection with the institution, prosecution, or assertion of the Actions or the

Released Claims, (iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in

any action or proceeding of any nature with respect to the Released Claims, and (iv) shall forever

be enjoined and barred from asserting the Released Claims against the Deloitte & Touche

Releasees or any of them in any action or proceeding of any nature regardless of whether any

such Releasor ever seeks or obtains any distribution from the Settlement Amount ; whether or not

such Releasor has executed and delivered a Proof of Claim and Release ; whether or not the

claims of any such Releasor who becomes a Claimant have been allowed or approved in whole

or in part by the Court and whether or not such Claimant becomes an Authorized Claimant ;

whether or not such Releasor has participated in the Settlement Amount ; whether or not such

25

Releaser has filed an objection to the Settlement, to any rejection of his/her/its claim to

participate in the Settlement Amount as provided in the Stipulation, to the proposed Plan of

Allocation, or to any application by Plaintiffs' Class Counsel for an award of attorneys' fees and

expenses and costs ; and whether or not the claims of such Releasor have been approved o r

allowed or such objection has been overruled by the Court . Distributions to Authorized

Claimants shall be deemed final and conclusive against all Fleming Settlement Class Members .

All Fleming Settlement Class Members whose claims are not approved by the Court shall be

barred from participating in distributions from the Settlement Amount, but shall in all respects be

subject to and bound by the Stipulation and the Settlement and the Final Order, including,

without limitation, the releases provided for in the Stipulation and the Final Order .

(d) Order that all claims, however, denominated, which have been, or could

have been, or could be asserted against the Deloitte & Touche Releasees, or any of them, by any

Person, including without limitation, the Representative Plaintiffs and the Fleming Settlement

Class and each Fleming Settlement Class Member, who is, could be, or could have been name d

or added as a defendant in the Actions and, to the extent legally permissible, by or on behalf of

any other Person, which arise from, are based on, are in way related to, or are in connection with

the claims in or subject matter of the Actions and the Released Claims, whether arising under

federal, state or local law, including those based in tort, contract, or under any statute or body of

law, including, without limitation, claims for contribution, indemnification or reimbursement, are

extinguished, discharged, satisfied, dismissed with prejudice and without costs, barred and

otherwise unenforceable, and the future filing of any such claims is permanently enjoined . Such

order is not intended to, and will not, release or extinguish any claim, right or defense which the

Deloitte & Touche Releasees, or any of them, may have with respect to claims that may be

26

asserted by any Person who have timely and validly excluded themselves from the Settlement

Class in the Action ("Opt-out Claims") ; the Deloitte & Touche Releasees reserve their respective

rights, claims and defenses with respect to any Opt-out Claims ;

(e) Pursuant to the Private Securities Litigation Reform Act of 1995, 1 5

U.S .C. § 78u-4(f)(7)(A), and other statutory or common law rights, (i) order that the Deloitte &

Touche Releasees, and each of them, are finally discharged from all claims for contribution,

indemnity, or other federal or state law causes of action arising pursuant to statute, common law

or otherwise, brought by any Person that seek to recover damages from the Deloitte & Touche

Releasees arising out of the Actions, the Settlement, or this Stipulation, the Released Claims and

from all obligations to the Representative Plaintiffs, Fleming Settlement Class Members and the

Fleming Settlement Class arising out of the Actions, and (ii) bar all future claims for

contribution, indemnity or other federal or state law causes of action arising pursuant to statute,

common law or otherwise, that seek to recover damages arising out of the Actions, the

Settlement, the Released Claims or this Stipulation by any Person against any of the Deloitte &

Touche Releasees;

(f) Find that Plaintiffs' Class Counsel had, and has, the authority to negotiate

and propose a settlement to the Court and to enter into this Stipulation on behalf of the Members

of the Settlement Class (including, without limitation, the Representative Plaintiffs) an d

Plaintiffs' Counsel ;

(g) Confirm that the parties designated to serve as Representative Plaintiffs in

this Action are Jackson Capital Management, LLC, Massachusetts State Carpenters Pension

Fund, Massachusetts State Guaranteed Annuity Fund, Alaska Electrical Pension Fund, David

Dickey, Joel Feliciano, and Terry Slater;

27

(h) Provide that the Court shall retain jurisdiction with respect to

implementation and enforcement of the terms of the Settlement set forth in this Stipulation, and

all Parties submit to the jurisdiction of the Court for the purposes of implementing and enforcin g

the Settlement set forth in this Stipulation ;

(i) Provide that pursuant to Federal Rule of Civil Procedure 54, the Court has

expressly determined that there is no just reason for any further delay in approving the Final

Order and entering judgment dismissing the Deloitte & Touche Releasees with prejudice an d

without costs ;

(j) Find that, during the course of the Litigation, counsel for the Settlin g

Parties at all times complied with the requirements of Rule 11 of the Federal Rules of Civi l

Procedure; and

(k) Provide such other further provisions consistent with the terms and

provisions of the Stipulation to which the Parties agree .

4. Releases

4.1 Upon the Effective Date, as defined in paragraph 1 .10 hereof, any Representative

Plaintiff and each Fleming Settlement Class Member, who have not timely and validly excluded

themselves from the Settlement Class in accordance with the Preliminary Approval Order an d

Mailed Notice and Summary Notice, on behalf of themselves, and their respective heirs ,

executors, administrators, legal representatives, predecessors, successors, parent companies ,

subsidiaries, affiliates, transferees and assigns, and any other Person claiming (now or in th e

future) through or on behalf of them ("Releasors"), shall be conclusively deemed to have, and by

operation of the Final Order shall have (i) fully, finally and forever released, relinquished, an d

discharged all Released Claims, against the Deloitte & Touche Releasees, (ii) fully, finally, an d

forever released, relinquished, and discharged the Deloitte & Touche Releasees from all Release d

28

Claims arising out of or in connection with the institution, prosecution, or assertion of the

Actions or the Released Claims, (iii) covenanted not to sue any Deloitte & Touche Releasees in

any action or proceeding of any nature with respect to the Released Claims, and (iv) shall forever

be enjoined and barred from asserting the Released Claims against the Deloitte & Touche

Releasees or any of them in any action or proceeding of any nature, regardless of whether any

such Releasor ever seeks or obtains any distribution from the Settlement Amount ; whether or not

such Releasor has executed and delivered a Proof of Claim and Release ; whether or not any

claims of such Releasor who becomes a Claimant have been allowed or approved in whole or in

part by the Court and whether or not such Claimant becomes an Authorized Claimant ; whether or

not such Releasor has participated in the Settlement Amount ; whether or not such Releasor has

filed an objection to the Settlement, to any rejection of his/herlits claim to participate in the

Settlement Amount as provided in the Stipulation, to the proposed Plan of Allocation, or to any

application by Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and costs ;

and whether or not the claims of such Releasor have been approved or allowed or such objection

has been overruled by the Court .

4.2 In accordance with the Private Securities Litigation Reform Act of 1995, 1 5

U.S.C. § 78u-4(f)(7)(A), and other statutory or common law rights, the Deloitte & Touche

Releasees, and each of them, are hereby fully, finally and forever released and discharged from

all claims for contribution, indemnity, or other federal or state law causes of action arising

pursuant to statute, common law or otherwise, brought by any Person, that seek to recover

damages from the Deloitte & Touche Releasees arising out of the Actions, the Settlement or this

Stipulation, the Released Claims and from all obligations to the Representative Plaintiffs and

Fleming Settlement Class Members and the Fleming Settlement Class arising out of the Actions .

29

All future claims for contribution, indemnity or other federal or state law causes of action arising

pursuant to statute, common law or otherwise, that seek to recover damages arising out of the

Actions, the Settlement, the Released Claims or this Stipulation, by any Person against any of the

Deloitte & Touche Releasees or any of them are barred .

5. Administration and Calculation of Claims , Final Awards and Supervisionand Distribution of Settlement Amoun t

5 .1 Upon notice to the Settlement Class and appropriate orders of the Court, the

Claims Administrator, subject to such supervision and direction of the Court and/or Plaintiffs'

Class Counsel as may be necessary or as circumstances may require, shall administer and

calculate the claims to be submitted by Fleming Settlement Class Members and shall oversee

distribution of the Settlement Amount pursuant to the Plan of Allocation to Authorized

Claimants . Subject to the terms of this Stipulation and any order(s) of the Court, the Settlement

Amount shall be applied as follows :

(a) to pay all costs and expenses reasonably and actually incurred in

connection with locating Fleming Settlement Class Members and providing notice to them

pursuant to paragraph 3 .1, above, in connection with administering and distributing the

Settlement Amount to Authorized Claimants, and in connection with paying escrow fees and

costs, if any ;

(b) to pay all costs and expenses, if any, reasonably and actually incurred in

connection with Fleming Settlement Class Members' claims and assisting with the filing and

processing of such claims ;

(c) to pay the Taxes and Tax Expenses described in paragraph 2 .7, above ;

30

(d) to pay any fee and expense award that is allowed by the Court pursuant to

paragraphs 6.1, below, subject to and in accordance with the provisions of paragraphs 6 .1

through 6 .5, below; and

(e) to distribute the balance of the Settlement Amount after payment of items

(a) through (d), above to Authorized Claimants as allowed by the Stipulation, any Plan of

Allocation, or the Court .

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

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

may be necessary or as circumstances may require, the Settlement Amount shall be distributed to

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

(a) Each Fleming Settlement Class Member who claims to be an Authorized

Claimant shall be required to timely submit to the Claims Administrator a completed valid Proof

of Claim and Release signed under penalty of perjury and supported by such documents as

specified in the Proof of Claim and Release .

(b) Except as otherwise ordered by the Court, all Fleming Settlement Clas s

Members who fail to submit a Proof of Claim and Release or fail timely to submit a valid Proof

of Claim and Release within such period as may be ordered by the Court, or otherwise allowed,

shall be forever barred from receiving any payments pursuant to the Settlement or thi s

Stipulation, but shall in all other respects be subject to and bound by the provisions of the

Stipulation, the releases contained herein, and the Final Order with respect to all Released

Claims, regardless of whether such Persons seek or obtain by any means, including without

limitation, by submitting a Proof of Claim and Release or any similar document, any distributio n

31

from the Settlement Amount, unless they timely and validly request to be excluded in accordance

with the instructions contained in the Mailed Notice (as defined in paragraph 3 .1 above).

(c) The Settlement Amount shall be distributed to Authorized Claimants in

accordance with a Plan of Allocation to be approved by the Court upon such notice to the

Settlement Class as may be required . Any such Plan of Allocation is not a part of this

Stipulation .

5.3 This is not a claims-made Settlement . Deloitte & Touche will not increase or

decrease the consideration paid pursuant to the Settlement by reason of the amount or value of

claims filed and will have no right to recover any of the amount paid in Settlement of these

Actions after the Effective Date, except as otherwise expressly provided herein . Deloitte &

Touche will have no involvement in reviewing or determining the value of any claim submitted

by any Claimant.

5 .4 Neither the Deloitte & Touche Releasees nor their counsel shall have any

responsibility for, interest in, or liability whatsoever to any Person, including, without limitation,

to any Settlement Class Members, the Settlement Class, Claimants, Authorized Claimants,

Representative Plaintiffs, Plaintiffs' Settlement Counsel, or Plaintiffs' Class Counsel with respect

to the Settlement Amount (except to the extent that Deloitte & Touche shall retain an interest in

the Settlement Amount as provided in paragraphs 6 .2 and 7 .6 of the Stipulation), any investment

or distribution of the Settlement Amount, the proposed or actual Plan of Allocation, the

determination, administration, or calculation of claims, final awards and supervision and

distribution of the Settlement Amount as set forth in Section 5 of the Stipulation, or any

application for attorneys' fees and reimbursement of expenses and costs, the payment or

withholding of Taxes, Tax Expenses, or any losses incurred in connection with any such matters ;

32

and any Person, including, without limitation, the Settlement Class Members, the Settlement

Class, Claimants, Authorized Claimants, Representative Plaintiffs, Plaintiffs' Settlement

Counsel, and Plaintiffs' Class Counsel shall have no claims against Deloitte & Touche, the other

Deloitte & Touche Releasees or Deloitte & Touche's Counsel in connection therewith . Deloitte

& Touche and the other Deloitte & Touche Releasees shall have no responsibility for and no

liability whatsoever with respect to the Settlement .

5.5 No Person shall have any claim against the Representative Plaintiffs, Plaintiffs'

Class Counsel, the Claims Administrator, based on distributions made in accordance with the

Settlement and this Stipulation, any Plan of Allocation, or further orders of the Court.

5 .6 It is understood and agreed by the Settling Parties that any Plan of Allocation o f

the Settlement Amount including, but not limited to, any adjustments to any Authorized

Claimant's claim, is not a part of the Stipulation and is to be considered by the Court separately

from the Court's consideration of the fairness, reasonableness and adequacy of the Settlement set

forth in the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not

operate to terminate or cancel the Stipulation or affect the finality of the Court's Final Order

approving the Stipulation and the Settlement herein, or any other orders entered pursuant to the

Stipulation.

5 .7 Each Proof of Claim and Release shall be submitted to the Claims Administrato r

who shall determine, under the supervision of Plaintiffs' Class Counsel, in accordance with this

Stipulation and Order of the Court, the extent, if any, to which each claim shall be allowed,

subject to appeal to the Court. Prior to disbursement of the Settlement Amount, Deloitte &

Touche will receive a list of Proofs of Claim and Releases received by the Claims Administrator

indicating which Proofs of Claim and Releases have been allowed by the Claims Administrator .

33

5 .8 Proofs of Claim and Releases that do not meet the filing requirements may b e

rejected . Prior to rejection of a Proof of Claim and Release, the Claims Administrator shall

communicate with the Claimant in order to remedy curable deficiencies in the Proof of Claim

and Release submitted. The Claims Administrator, under the supervision of Plaintiffs' Class

Counsel, shall notify in a timely fashion and in writing, all Claimants whose Proofs of Claim and

Releases they propose to reject in whole or in part, setting forth the reasons thereof, and shall

indicate in such notice that the Claimant whose claims are to be rejected as the right to review by

the Court if the Claimant so desires and complies with the requirement of paragraph 5 .9 below.

5.9 If any Claimant whose claim has been rejected in whole or in part desires t o

contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of the

notice required by paragraph 5 .8 above, serve upon the Claims Administrator a notice and

statement of reasons indicating the Claimant's ground for contesting the rejection along with any

supporting documentation, and requesting a review thereof by the Court . If a dispute concerning

a claim cannot be otherwise resolved, Plaintiffs' Class Counsel shall thereafter present the

request for review to the Court . Claimants involved in such a dispute whose rejection is

ultimately upheld by the Court shall be forever barred from participating in distributions from the

Settlement Amount pursuant to this Stipulation and the Settlement set forth herein, but shall in all

respects be subject to and bound by this Stipulation and the Settlement, including the releases

provided for in this Stipulation, the Proof of Claim and Release, and the Final Order and shall be

conclusively deemed to have and by operation of the Final Order shall have (i) fully, finally and

forever released, relinquished, and discharged all Released Claims against the Deloitte & Touche

Releasees, (ii) fully, finally, and forever released, relinquished, and discharged the Deloitte &

Touche Releasees from all claims, including without limitation, Released Claims arising out o f

34

or in connection with the institution, prosecution, or assertion of the Actions or the Released

Claims, (iii) covenanted not to sue any Deloitte & Touche Releasees in any action or proceeding

of any nature with respect to the Released Claims, and (iv) shall forever be enjoined and barred

from asserting the Released Claims against any Deloitte & Touche Releasees in any action or

proceeding of any nature ; whether or not such Claimants have filed an objection to the

Settlement, to any rejection of their claim as provided in paragraphs 5 .8 and 5.9 herein, to the

proposed Plan of Allocation, or to any application by Plaintiffs' Class Counsel for an award of

attorneys' fees and expenses and costs ; and whether or not the claims of such Claimants have

been approved or allowed or such objection has been overruled by the Court .

5 .10 Payment to Authorized Claimants pursuant to this Stipulation shall be deeme d

final and conclusive against all Fleming Settlement Class Members . All Fleming Settlement

Class Members whose claims are not approved by the Court shall be barred from participating in

distributions from the Settlement Amount, but shall in all respects be subject to and bound by

this Stipulation and the Settlement, including the releases provided for in this Stipulation, the

Proof of Claim and Release, and shall be conclusively deemed to have, and by operation of the

Final Order shall have (i) fully, finally and forever released, relinquished, and discharged all

Released Claims against the Deloitte and Touche Releasees ; (ii) fully, finally, and forever

released, relinquished, and discharged the Released Persons from all Released Claims arising out

of or in connection with the institution, prosecution, or assertion of the Actions or the Released

Claims, (iii) covenanted not to sue the Deloitte & Touche Releasees in any action or proceeding

of any nature with respect to the Released Claims, and (iv) shall forever be enjoined and barred

from asserting the Released Claims against the Deloitte & Touche Releasees or any of them in

any action or proceeding of any nature; whether or not such Fleming Settlement Class Members

35

have executed and delivered a Proof of Claim and Release ; whether or not such Fleming

Settlement Class Members participated in the Settlement Amount ; and whether or not such

Claimants have filed an objection to the Settlement, to any rejection of their claims as provided

in paragraphs 5 .8 and 5 .9 herein, to the proposed Plan of Allocation, or to any application by

Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and costs and whether or

not the claims of such Claimants have been approved or allowed or such objection has been

overruled by the Court.

5 .11 The Representative Plaintiffs, through Plaintiffs' Sett lement Counsel, hereby

agree not to opt-out or object to this Stipulation or entry of the Preliminary Approval Order or

Final Order.

6. Plaintiffs' Class Counsel's Fees and Reimbursement of Expenses

6.1 Plaintiffs' Class Counsel may, upon such notice to the Class as may be required ,

submit an application or applications (the "Fee and Expense Application'") for distributions to

them from the Settlement Amount as appropriate, for : (a) an award of attorneys' fees ; plus (b)

reimbursement of expenses incurred in connection with prosecuting the Actions ; plus (c) any

interest on such attorneys' fees and expenses (until paid) at the same rate and for the same

periods as earned by the Settlement Amount, as appropriate, as may be awarded by the Court ;

plus (d) any amounts payable to the Representative Plaintiffs pursuant to the provisions of the

PSLRA, as may be awarded by the Court .

6.2 Any fee and expense award as set forth in paragraph 6 .1 herein , to the extent

ordered by the Court, shall be paid to Plaintiffs' Class Counsel within ten (10) business days after

the Court has entered the Final Order. In the event that this Stipulation is terminated or canceled

as provided herein, including without limitation, in the event any order preliminarily approving

this Settlement, finally approving this Settlement, or awarding attorneys' fees or expenses an d

36

costs is reversed, modified or vacated following any appeal, or that the Effective Date does not

occur as provided herein, then Plaintiffs' Class Counsel shall promptly (no later than 10 business

days) remit to the Settlement escrow account (or, in the event that this Stipulation is terminated

or canceled as provided herein, to Deloitte & Touche) any amount of the fee and expense award

that has been paid to Plaintiffs' Class Counsel (even if some or all of such amounts have already

been disbursed to Plaintiffs' Class Counsel or otherwise), plus any interest actually paid or that

would have accrued from the date of payment to the date of repayment to the Settlement escrow

account (or, in the event that the Stipulation is terminated or canceled as provided herein, to

Deloitte & Touche) at the existing United States Treasury Bill Rate . If said amount is not

returned within such ten (10) day period, then interest shall accrue thereon at the rate of five (5)

percent per annum until the date that said amount is returned and upon application by Deloitte &

Touche, the Court shall order such return to Deloitte & Touche to be made within ten (10) days

of the date the order is entered and neither Plaintiffs' Class Counsel nor Plaintiffs' Settlement

Counsel shall oppose or object to the entry of such order.

6.3 The procedure for, and the allowance or disallowance by the Court of, the Fee an d

Expense Application are not part of the Settlement set forth in this Stipulation, and are to be

considered by the Court separately from the Court's consideration of the fairness, reasonableness

and adequacy of the Settlement set forth in this Stipulation . Any order or proceedings relating to

the Fee and Expense Application, or any appeal from any fee and expense award or any other

order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel

the Stipulation, or affect or delay the finality of the Final Order and the Settlement of the Actions

as set forth herein .

37

6.4 The Deloitte & Touche Releasees, or any of them, shall have no responsibility for ,

and no liability whatsoever with respect to, any paym ent(s) to Plaintiffs' Class Counsel pursuant

to paragraph 6 .1 above .

6 .5 The Deloitte & Touche Releasees, or any of them, shall have no responsibility for ,

and no liability whatsoever with respect to, the allocation of the fee and expense award among

Plaintiffs' Class Counsel, and/or any other Person who may assert some claim thereto, or any fe e

and expense award that the Court may make in the Actions .

7. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination

7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of al l

of the following events :

(a) Deloitte & Toucbe shall have timely transferred or caused to be timel y

transferred the Settlement Amount to the Escrow Agent ;

(b) Deloitte & Touche does not have any right under paragraph 7 .4, below, to

terminate the Stipulation or, if Deloitte & Touche does have such right, it has given written

notice to Plaintiffs' Settlement Counsel that it will not exercise such right ;

(c) the Court has entered the Final Order ; and

(d) the Final Order has become Final, as defined in paragraph 1 .12, above.

7.2 Upon the occurrence of all of the events referenced in paragraph 7 .1, above, any

and all remaining interest or right of Deloitte & Touche in or to the Settlement Amount, if any ,

shall be absolutely and forever extinguished .

7 .3 If all of the conditions speci fied in paragraph 7 .1 are not met , then the Stipulation

shall be cancelled and terminated, subject to and in accordance with paragraphs 7 .6 and 7.7 ,

below, unless Plaintiffs' Class Counsel and counsel for Deloitte & Touche mutually agree in

writing to proceed with the Stipulation .

38

7.4 Deloitte & Touche shall have the option to terminate the Settlement in its entirety

in the event that Fleming Settlement Class Members choose to exclude themselves from the

Settlement Class, as set forth in a separate agreement (the "Supplemental Agreement") executed

between plaintiffs and Deloitte & Touche .

7.5 In the event that plaintiffs in the matters captioned Doucef et al . v. Hansen, et al

N.D. Tex ., 3 :03-1950 and Fetterman et al . v. Hansen et al ., N.D. Tex., 3 :03-1435, choose to

exclude themselves from this Stipulation and Settlement, the Settlement Amount shall be

reduced by an amount ("Reduction") to be agreed upon between Plaintiffs' Settlement Counsel

and Deloitte & Touche. If Plaintiffs' Settlement Counsel and Deloitte & Touche cannot agree on

the Reduction amount, then they will enter into mediation to be facilitated by Eric Green related

to the Reduction amount.

7.6 Unless otherwise ordered by the Court, in the event that the Stipulation shoul d

terminate, or be cancelled, or otherwise fail to become effective for any reason, or the Effective

Date does not occur as provided herein, including without limitation, in the event that the Final

Order is reversed, modified or vacated following any appeal taken therefrom, then within ten

(10) business days after written notification of such event is sent by counsel for Deloitte &

Touche or by Plaintiffs' Class Counsel to the Escrow Agent, the Settlement Amount, together

with all interest accrued thereon, except for amounts actually incurred in connection with

providing the Mailed Notice and Summary Notice, shall be remitted to Deloitte & Touche or as

directed by Deloitte & Touche counsel . If said amount is not returned within such ten (10) day

period, then interest shall accrue thereon at the rate of five (5) percent per annum until the date

that said amount is returned and upon application by Deloitte & Touche, the Court shall order

such return to Deloitte & Touche to be made within ten (10) days of the date the order is entere d

39

and neither Plaintiffs' Class Counsel nor Plaintiffs' Settlement Counsel shall oppose or object to

the entry of such order.

7.7 In the event that the Stipulation should terminate, or be cancelled, or otherwise

fail to become effective for any reason, or the Effective Date does not occur as provided herein,

including without limitation in the event that the Final Order is reversed or vacated following

any appeal taken therefrom, then (i) the Settling Parties shall be restored to their respective

positions in the Actions as of May 20, 2005, with all of their respective claims and defenses,

including without limitation all objections to jurisdiction by Deloitte & Touche preserved as they

existed on that date ; (ii) the terms and provisions of the Stipulation, with the exception of

paragraphs 1 .1 through 1 .32, 2 .2, 2 .3, 2 .6, 2 .7, 5 .4, 6,2, 6 .4, 6 .5, 7 .6 through 7 .8, 8 .2 through 8 .16

herein (which shall continue in full force and effect), shall be null and void and shall have no

further force or effect with respect to the Settling Parties, and neither the existence nor the terms

of this Stipulation (nor any negotiations preceding this Stipulation nor any acts performed

pursuant to, or in furtherance of, this Stipulation) shall be used in the Actions or in any other

action or proceeding for any purpose, (iii) any judgment or order entered by the Court in

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

the Settlement Class, if it has been certified, shall be decertified .

7.8 The Representative Plaintiffs and Plaintiffs' Class Counsel agree not t o

communicate with members of the news media (including without limitation employees of radio

and television stations, newspapers, magazines, wire services and trade publications), or

otherwise make any comment in a public forum (including without limitation academic or

professional seminars, classes or conferences, articles for professional or other publications, and

Internet discussion groups), whether orally or in writing, whether by press release, by electronic

40

mail or by other means, concerning the Actions, or to make any statement that might be

construed directly or indirectly or suggest that the Settlement or payment of the Settlement

Amount is an admission of any wrongdoing, including without limitation the claims against

Deloitte & Touche that were the subject of the Actions, and the Settlement of the Actions, except

(i) pursuant to court order or as authorized herein, (ii) to communicate with Settlement Class

Members, (iii) as otherwise needed to effectuate this Settlement, or (iv) as agreed to by the

Parties in writing. Nothing in this provision shall be construed to limit the right of Plaintiffs'

Class Counsel to (i) cite, quote or discuss in court papers filed in other litigation (or in court) the

decisions or orders of the Court in the Actions or the complaints filed in the Actions, (ii) respond

to inquiries about the status of the Actions by indicating that the matter has been settled,

information about the Settlement is available in the public record and, if asked, confirm the

amount of the Settlement, (iii) identify the Actions and cite to the opinions and orders of the

Court in firm resumes or other materials describing their respective law firms in the same

manner in which such information about other actions usually appears in such materials, or (iv)

in confidential settlement discussions with other parties in other litigation, to make reference to

information available in the public record in the Actions .

8 . Miscellaneous Provisions

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

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

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

accomplish the foregoing terms and conditions of the Stipulation .

8 .2 Deloitte & Touche's obligations and responsibilities arising from, concerning, or

in respect of the Settlement herein, including, but not limited to, those respecting the

establishment of the Fleming Settlement Amount, shall be those of Deloitte & Touch e

41

exclusively, without any right of recourse of any kind against any other Person, including,

without limitation, any other Deloitte & Touche Releasee and Representative Plaintiffs, on behalf

of themselves, the Fleming Settlement Class and all Fleming Settlement Class Members stipulate

and agree that they will not, under any circumstances, assert any claim concerning, or in any way

seek payment or performance of, any obligation contained or implied in the Settlement from any

Person (including, without limitation, any Deloitte & Touche Releasee) other than Deloitte &

Touche .

8 .3 The Parties intend this Settlement to be a final and complete resolution of al l

Released Claims between them with respect to the Actions . Deloitte & Touche does not admit

any liability to any Person, nor does Deloitte & Touche admit any wrongdoing or liability,

however described, including without limitation, any violations of federal or state securities

laws, fraud, malpractice, gross negligence or negligence and the Deloitte & Touche Releasees

expressly deny any such wrongdoing or liability. Nothing herein contained shall constitute an

adjudication or finding on the merits as to the claims of any party hereto, and shall not be

deemed to be, intended to be or construed as an admission of liability, in any way on the part of

any party hereto, or any evidence of the truth of any fact alleged or the validity of any claims that

have been or could be asserted in the Actions, all of whom expressly deny any liability for any

and all claims of any nature whatsoever ; nor shall anything herein contained constitute an

acknowledgment of fact, allegation or claim that has been or could have been made, nor shall

any third party derive any benefit whatsoever from the statements made within this Stipulation .

Nor shall this Stipulation be construed, offered or received in evidence in any action or

proceeding of any kind whether as an admission or concession of any liability or wrongdoing o r

42

otherwise by any party hereto except as may be necessary to consummate, defend or enforce this

Stipulation,

8 .4 Neither the Stipulation nor the Settlement, nor any act performed or document

executed pursuant to or in furtherance of the Stipulation or the Settlement : (a) is or may be

deemed to be or may be used as an admission of, or evidence of, the validity of any Released

Claim, or of any wrongdoing or liability of any Deloitte & Touche Releasee ; (b) is or may be

deemed to be or maybe used as an admission of, or evidence of, any fault or omission of any

Deloitte & Touche Releasee in any civil, criminal or administrative proceeding in any court,

administrative agency or other tribunal ; (c) shall constitute an adjudication or finding on the

merits as to the claims of any party hereto, and shall not be deemed to be, intended to be or

construed as an admission of liability, in any way on the part of any party hereto, or any evidence

of the truth of any fact alleged or the validity of any claims that have been or could be asserted in

the Actions, all of whom expressly deny any liability for any and all claims of any natur e

whatsoever; nor shall anything herein contained constitute an acknowledgment of fact, allegation

or claim that has been or could have been made, nor shall any third party derive any benefit

whatsoever from the statements made within this Stipulation ; or (d) shall be construed against

Deloitte & Touche or the Deloitte & Touche Releasees as an admission or concession that th e

consideration to be given hereunder represents the amount which could be or would have been

recovered after trial . Any Deloitte & Touche Releasee may file the Stipulation and/or the Final

Order in any action that may be brought against it in order to support a defense or counterclaim

based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment

bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or

counterclaim .

43

8.5 All agreements made and orders entered during the course of the Actions relating

to the confidentiality of information shall survive this Stipulation .

8.6 Neither the Stipulation nor the Settlement, nor any action taken by any Person or

any document executed pursuant to or in furtherance of the Stipulation or the Settlement

(including, without limitation, any action taken or any document executed in connection with

negotiating, consummating, or implementing the Stipulation or the Settlement), constitutes a

submission to the jurisdiction of any court . Neither the Stipulation nor the Settlement, nor any

such action taken or document executed, is or may be deemed to be or may be used as an

admission that, or evidence that, Deloitte & Touche or any Deloitte & Touche Releasee is subject

to such jurisdiction, and neither the Stipulation or the Settlement, nor any such action taken or

document executed, shall be used by any Person as evidence supporting the exercise of such

jurisdiction. Notwithstanding anything else contained in this Stipulation, the provisions of this

paragraph 8 .6 shall survive under all circumstances, whether the Settlement set forth in this

Stipulation succeeds or fails .

8 .7 All of the Exhibits to the Stipulation are material and integral parts hereof and are

fully incorporated herein by this reference .

8 .8 The Stipulation may be amended or modified only by a written instrument signed

by or on behalf of all Settling Parties or their respective successors-in-interest .

8 .9 The Stipulation and the Exhibits attached hereto, those that will later be attached

hereto, and the Supplemental Agreement, constitute the entire agreement between the Settling

Parties and no representations, warranties or inducements have been made to any party

concerning the Stipulation or its Exhibits or the Supplemental Agreement other than the

44

representations, warranties and covenants contained and memorialized in such documents .

Except as otherwise provided herein, each party shall bear its own costs .

8 .10 Plaintiffs' Class Counsel, on behalf of the Settlement Class, are expressly

authorized by the Representative Plaintiffs to take all appropriate action required or permitted t o

be taken by or on behalf of the Settlement Class pursuant to the Stipulation to effectuate its term s

and also are expressly authorized to enter into any modifications or amendments to th e

Stipulation on behalf of the Settlement Class that they deem appropriate .

8 .11 Each counsel or other Person executing the Stipulation or any of its Exhibits o n

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

8.12 The Stipulation may be executed by facsimile and in one or more counterparts .

All executed counterparts and each of them shall be deemed to be one and the same instrument .

Counsel for the parties to the Stipulation shall exchange among themselves original signe d

counterparts and a complete set of executed counterparts shall be filed with the Court .

8.13 The Stipulation shall be binding upon, and inure to the benefit of, the successor s

and assigns of the parties hereto.

8.14 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of the Stipulation .

8 .15 The Stipulation and the Exhibits attached hereto, those that will later be attached

hereto, and the Supplemental Agreement shall be considered to have been negotiated, executed

and delivered, and to be wholly performed, in the State of Texas, and the rights and obligations

of the parties to the Stipulation shall be construed and enforced in accordance with, and governed

by, the internal, substantive laws of the State of Texas without giving effect to that State's choic e

of law principles .

45

8 .16 All notices, requests, claims, demands, and other communications under thi s

Stipulation shall be in writing, and shall be given or made (and shall be deemed to have been

duly given or made upon receipt) by delivery in person, by registered or certified mail (postage

prepaid, return receipt requested), by facsimile, or by Federal Express or similar overnight

courier to the respective parties at the following addresses (or at such address for a party as shall

be specified in a notice given in accordance with this paragraph) :

(i) If to Plaintiffs' Class Counsel :

BERGER & MONTAGUE, P.C.1622 Locust StreetPhiladelphia, PA 19103Attention: Sherrie R. Savett, Esq.Tel: (215) 875-3000Fax: (215) 875-570 1

and

SUsMAN GODFREY LLP1000 Louisiana, Suite 5100Houston, Texas 77002Attention : Kenneth S. Marks, Esq .Tel : (713) 651-9366

(ii) If to Deloitte & Touche :

Barbara A. Mentz, EsquireA ttorney for Deloitte & Touche LLP1633 Broadway (37th Floor)New York, NY 10019(212) 492-388 4Fax: (212) 492-420 1

and

46

Aim Gum? STRAuss ICAU: R & FELn LLPOne Commerce Square2005 Market StreetSuite 2200Philadelphia, PA 19103Attention : Edward F. Mannino, Esq.Tel : (215) 965-1340Fax: (215) 965-121 0

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

by their duly authorized attorneys, dated as of May 20,2 5 .

By :Kerrie R. Savett

Jerome M. MarcusGlen AbramsonCasey M. PrestonJon LambirasBERGER & MONTAGUE, P.C.1622 Locust StreetPhiladelphia, PA 19103(215) 875-3000

By:Kenneth S . MarksJohnny W. CarterSuS]VIAN GQDMY LLP1000 Louisiana, Suite 5100Houston, Texas 77002(713) 651-9366

CO LEAD COUNSEL FOR LEADPI NTIFF AND THE CLASS

OF COUNSEL :

Sam BaxterMcxo©L Suers, P.C.505 East Travis Street, Suite 105Marshall , Texas 7567 0(903) 927-211 1

47

AKIN GuMP STRAUSS HAUER & FELD LLPOne Commerce Squar e

2005 Market StreetSuite 2200Philadelphia, PA 19103Attention : Edward F. Mannino, Esq.Tel: (215) 965-1340Fax: (215) 965-121 0

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

by their duly authorized attorneys, dated as of May 20, 2005 .

By :Sherrie R . SavettJerome M. MarcusGlen. AbramsonCasey M. PrestonJon LambirasBERGER & MONTAGUE, P.C.

1622 Locust StreetPhiladelphia, PA 19103(215) 75-3000

By: Kenneth S . Marks

Johnny V. CarterSUSMAN GoDFREY LLP1000 Louisiana, Suite 5100Houston, Texas 77002(713) 651-9366

CO-LEAD COUNSEL FOR LEADPLAINTIFF AND THE CLASS

OF COUNSEL :

Sam BaxterMCKOOL SMITH, P.C .505 East Travis Street, Suite 105Marshall, Texas 75670(903) 927-211 1

47

1933 ACT COUNSEL:

William S. LerachDarren J . RobbinsSteven W. PepichBenny C. Goodman, IIIRyan LlorensLURACn, COUGHLIN, STOIA & ROBBINS LLP401 B. Street, Suite 1700San Diego, CA 92101(619) 231-1058(619) 231-7423 (Fax)

S. Gene CauleyCurtis L. BowmanJ. Allen CarneyMarcus N. BozemanTiffany WyattJames KaufmanCAULEY, BOWMAN, CARNEY & 1 VILLIAMS,PLLCP.O. Box 2543 8Little Rock, AR 72221-543 8(501) 3-00(501'312-8505 (F ,

By:Edward F. ManninoAttorney- in-ChargePennsylvania Bar No . 04504emannino@akingump .comAKIN GUMP STRAUSS HAUER & FELD UPOne Commerce Square2005 Market Street , Suite 2200Philadelphia, Pennsylvania 19103Phone : (215) 965-1200Fax: (215) 965-1210

Lisa S . GalleranoAKIN GUMP STRAUSS HAUER & FELD LLP1700 Pacific Avenue, Suite 4100Dallas, TX 75201Phone: (214) 969-2800Facsimile : (214) 969-4343

Attorneys for Deloitte & Touche LLP

48

CERTIFICATE OF SERVICE

I hereby certify that on the 2d day of August, 2005 a true and correct copy of theforegoing along with exhibits thereto was delivered to the following parties by First Class Mail :

Stephen Cass WeilandPA TON BOGGS LLP2001 Ross Avenue, Suite 3000Dallas, TX 75201-2774Attorneys for Defendant Neil,]: Rider

Edwin J . TomkoMCMANEMIN & SMITH, P .C .600 N . Pearl Street, Suite 1600Plaza of the Americas, L.B. 175Dallas, TX 7520 1Attorneys for Defendant Thomas G. Dahien

Terrence Har tMLTNSCH HARDT KOPF & HARR, P .C.4000 F ountain Plac e1445 Ross AvenueDallas, TX 75202-2790Attorneys for Defendant Mark Shapiro

Wayne Seca reSECORE & WALLER, LLPThree Forest Plaza12221 Merit Drive, Suite 1100Dallas, TX 7525 1Attorneys for Defendant Mark Hansen

Noel B . HensleyHAYNES & BOONE, LLP901 Main Street , Suite 3100Dallas, TX 75202

andMichael J . ChepigaPeter E. KazanoffSIMPSON THACHER & BARTLETT, LLP425 Lexington AvenueNew York , NY 10017-3954Attorneys for Defendants Lehman Brothers Inc .,Morgan Stanley & Co., Inc ., Wachovia CapitalMarkets LLC (Successor to First Union Securities,Inc) and Deutsche Bank Secu rities, Inc .

Kathy PatrickScott A . HumphriesGIBBS & BREWS, LLP1100 Louisiana, Ste . 5300Houston, TX 77002Attorneys for Defendants Fleming Companies, Inc.Post-Confirmation Trust and Core MarkInternational, Inc.

Jeffrey LevingerCARRINGTON, COLEMAN, SLOMAN &BLUMENTHAL, LLP200 Crescent Court, Suite 1500Dallas, TX 7520 1Attorneys for Defendants Herbert M. Baum,Kenneth M. Duberstein, Archie R. Dykes, Carol B.Hallett, Robert S. Hamada, Alice M. Peterson, andCarlos M. Hernandez

Glen L . Abramson

EXHIBIT A

IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF TEXA S

TEXARKANA DIVISION

IN RE FLEMING COMPANIES § MDL NO . 1530SECURITIES LITIGATION

This Document Relates To : All Actions § Judge Ward

PRELIMINARY ORDER IN CONNECTIONWITH CLASS ACTION SETTLEMENT PROCEEDING S

This matter is before the Court on Plaintiffs' motion for approval of a proposed clas s

action settlement. The Parties have entered into a Stipulation and Settlement dated as of May 20 ,

2005 (the "Stipulation") that, together with the exhibits accompanying (and made part of) th e

Stipulation, and a Supplemental Agreement, sets forth the terms and conditions for a settlement

and dismissal of the Actions and Released Claims with prejudice and without costs . Having read

and considered the Stipulation (the defined terms of which shall have the same meaning herein) ,

including the exhibits annexed thereto, and the Supplemental Agreement, and having heard th e

Parties and given due consideration, the Court ORDERS as follows :

1 . Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Cour t

conditionally certifies the following Settlement Class for purposes of this Settlement only :

All Persons who purchased or otherwise acquired Securities ofFleming at any time in the period commencing May 9, 2001 andending February 25, 2003 inclusive, including, without limitation,all Persons who purchased or otherwise acquired Securities in,pursuant to, or traceable to Fleming's March 2002 Offering and allPersons who purchased or otherwise acquired Securities in,pursuant to, or traceable to Fleming's June 2002 Offering .Excluded from the Fleming Settlement Class are those Personswho timely and validly request exclusion from the Settlement

Class, to the extent that they are able to do so under Rule 23 of theFederal Rules of Civil Procedure, pursuant to the Mailed andSummary Notice. Also excluded from the Fleming SettlementClass are the Defendants (as defined in Paragraph 1 .8 of theStipulation), their respective subsidiaries and affiliates, members ofthe immediate families of each of the Defendants and the legalrepresentatives, heirs, successors, affiliates or assigns each of theDefendants .

2. The Court fmds, for settlement purposes only, that the prerequisites to a class

action under Rule 23(a) of the Federal Rules of Civil Procedure have been satisfied in that : (a)

the number of Settlement Class Members is so numerous that joinder of all Settlement Clas s

Members is impracticable ; (b) there are questions of law and fact common to the Settlement

Class; (c) the claims of the proposed Representative Plaintiffs set forth in paragraph 3 herein ar e

typical of the claims of the Settlement Class they seek to represent ; (d) the propose d

Representative Plaintiffs set forth in paragraph 3 herein will fairly and adequately represent th e

interests of the Settlement Class ; (e) the questions of law and fact common to the Settlement

Class Members predominate over any questions affecting only individual Settlement Clas s

Members ; and (f) a class action is superior to other available methods for the fair and efficient

adjudication of the controversy.

3 . For purposes of settlement only, the parties designated to serve as Representativ e

Plaintiffs in the class actions are Jackson Capital Management, LLC, Massachusetts Stat e

Carpenters Pension Fund, Massachusetts State Guaranteed Annuity Fund, Alaska Electrical

Pension Fund , David Dickey, Joel Feliciano , and Terry Slater.

4. This Court finds that Plaintiffs' Settlement Counsel had, and has, the authority to

negotiate and propose a settlement to this Court and to enter into the Stipulation and Settlemen t

on behalf of the Settlement Class Members (including without limitation the Representativ e

Plaintiffs) and Plaintiffs' Class Counsel .

2

5. Subject to final determination following a Settlement Hearing and after notice to

the Settlement Class, the Court preliminarily approves the Stipulation and the Settlement se t

forth therein as being fair, reasonable and adequate, and in the best interests of the Settlement

Class for purposes of Rule 23 of the Federal Rules of Civil Procedure .

6. The Settlement Hearing shall be held before this Court on , 2005 at

m. in Courtroom , of the United States District Court for the Eastern Distric t

of Texas, Texarkana Division for the following purposes :

a. to determine finally whether these Actions satisfy the applicabl e

prerequisites for class action treatment under Rule 23 of the Federal Rules of Civil Procedure ;

b. to determine whether the proposed Settlement of the Actions as set forth i n

the Stipulation is fair, adequate, reasonable and in the best interests of the Settlement Class an d

should be approved by the Court ;

c . to determine whether the Final Judgment and Order of Dismissal (the

"Final Order") should be entered in the Actions ;

d. to determine whether and in what amount Plaintiffs' Class Counsel' s

application for attorneys fees and reimbursement of expenses and costs incurred should b e

approved by the Court, provided that Plaintiffs' Class Counsel have submi tted their application

for such fees and expenses and costs to the Court five (5) days before the Settlement Hearing ;

e. to determine whether the Plan of Allocation proposed by Representativ e

Plaintiffs and Plaintiffs' Settlement Counsel should be approved by the Court ; and

f. to determine whether the Actions should be dismissed on its merits with

prejudice and without costs, and whether any Representative Plaintiffs and each Flemin g

Settlement Class Member, who has not timely and validly excluded themselves from the

3

Settlement Class in accordance with this Order and Mailed Notice and Summary Notice, o n

behalf of themselves and their respective heirs, executors, administrators, legal representatives ,

predecessors, successors, parent companies, subsidiaries, affiliates, transferees and assigns, an d

any other Person claiming (now or in the future) through or on behalf of them ("Releasors") ,

shall be conclusively deemed to have and by operation of the Final Order shall have (i) fully ,

finally and forever released, relinquished, and discharged all Released Claims against the

Deloitte & Touche Releasees ; (ii) fully, finally, and forever released, relinquished, an d

discharged the Deloitte & Touche Releasees from all Released Claims arising out of or in

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action or

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any of

them in any action or proceeding of any nature regardless of whether any such Releasor eve r

seeks or obtains any distribution from the Settlement Amount; whether or not such Releasor ha s

executed and delivered a Proof of Claim and Release ; whether or not the claims of any such

Releasor who becomes a Claimant have been allowed or approved in whole or in part by th e

Court and whether or not such Claimant becomes an Authorized Claimant ; whether or not such

Releasor has participated in the Settlement Amount; whether or not such Releasor has filed an

objection to the Settlement, to any rejection of his, her, or its claim to participate in th e

Settlement Amount as provided in the Stipulation, to the proposed Plan of Allocation, or to any

application by Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and costs ;

and whether or not the claims of such Releasor have been approved or allowed or such objectio n

has been overruled by the Court .

4

7. The Court finds that the form, substance, and requirements of the Mailed Notic e

and Summary Notice including individual notice to all potential Settlement Class Members wh o

can be identified upon reasonable effort constitute the best notice practicable under th e

circumstances as well as valid, due, and sufficient notice to all Persons entitled thereto, includin g

all Settlement Class Members and the Settlement Class, and complies fully with the requirement s

of Rule 23 of the Federal Rules of Civil Procedure, the Constitution of the United States, th e

Private Securities Litigation Reform Act of 1995, and other applicable law, and approves the

form, substance and requirements of the Mailed Notice for mailing to potential Settlement Clas s

Members and the Summary Notice .

8. The Court finds that the mailing, distribution, and publication of the Maile d

Notice and the Summary Notice in the manner and form set forth in paragraph 7 of this Orde r

constitute the best notice practicable under the circumstances as well as valid, due, and sufficient

notice to all Persons entitled thereto, including all Settlement Class Members and the Settlemen t

Class, and complies fully with the requirements of Rule 23 of the Federal Rules of Civil

Procedure, the Constitution of the United States, the Private Securities Litigation Reform Act of

1995, and other applicable law, and approves the form, substance and requirements of the Maile d

Notice for mailing to potential Settlement Class Members and the Summary Notice .

9. The Court approves the form, substance, and requirements of the Proof of Claim

and Release .

10. The Court approves the form, substance, and requirements of the Escro w

Agreement attached to the Stipulation as Exhibit "C" .

11 . Plaintiffs' Settlement Counsel are hereby authorized to retain Heffler, Radetich &

Saitta, LLP as Claims Administrator to supervise and administer the notice procedures as well as

the processing of claims as more fully set forth below :

a. Not later than ten (10) business days after this Order is entered (th e

"Notice Date"), Plaintiffs' Class Counsel shall mail or cause to be mailed a copy of the Maile d

Notice and the Proof of Claim and Release to be sent by United States first-class mail, postag e

prepaid, to all potential Settlement Class Members who can be identified through reasonabl e

effort by Plaintiffs' Class Counsel .

b. Not later than fourteen (14) days after the Notice Date, Plaintiffs' Clas s

Counsel shall cause the Summary Notice to be published in the national edition of The Wal l

Street Journal or shall cause a copy of the Summary Notice to be published electronically on an

equally suitable on-line site .

Not later than five (5) days prior to the Settlement Hearing, Plaintiffs '

Class Counsel or their designee shall file with the Clerk of the Court, and serve on Deloitte &

Touche's Counsel, a sworn statement describing the mailing and publication of the notice s

required herein .

12. Settlement Class Members who wish to participate in the Settlement provided for

in the Stipulation must complete and submit a Proof of Claim and Release in accordance with th e

instructions contained therein. Every Proof of Claim and Release must be submitted no later

than , 2005, unless the deadline is extended by the Court .

13. Settlement Class Members who wish to exclude themselves from the Settlemen t

Class must, by first-class mail, send a written request for exclusion from the Settlement Clas s

signed by the Settlement Class Member or his authorized designee, so that it is received on or

6

before , 2005, which is fifteen (15) days prior to the Settlement Hearing. Request s

for exclusion should be addressed to Berger & Montague, P.C., 1622 Locust Street, Philadelphia,

PA 19103 , Attention : Sherrie R. Save tt, Esq., and Susman Godfrey LLP, 1000 Louisiana Street,

Suite 5106 , Houston , TX 77002, Attention : Kenneth S . Marks, Esq. No person may exclude

himself or herself or itself from the Settlement Class after that date . In order to be valid, the

request must include: (a) the name of the case, In re Fleming Sec . Litig., MDL 1530 ; (b) the

Settlement Class Member's name, address, and telephone number; (c) the Settlement Clas s

Member's social security or taxpayer identification number ; (d) the number and value of Fleming

Securities purchased or otherwise acquired by the Settlement Class Member during the Class

Period, the price paid therefor, and the date of such purchase or other acquisition and the numbe r

and value of Fleming Securities still owned as of the close of trading on February 25, 2003 ; (e) a

statement that the Settlement Class Member requests to be excluded from the Settlement Class ;

and (f) the signature of the Settlement Class Member, or his, her or its authorized designee. If

the request for exclusion is sought on behalf of a third party (such as a trust or estate), evidenc e

of authorization to act as his, her or its authorized designee must be enclosed . If a Settlement

Class Member validly requests exclusion from the Settlement Class he, she or it (a) will b e

excluded from the Settlement Class, (b) will not share in the proceeds of the Settlement as se t

forth in the Stipulation, (c) will not be bound by any judgment or the Final Order entered in the ,

Actions, and (d) will not be precluded, by reason of the decision to request exclusion from th e

Settlement Class, from otherwise prosecuting an individual claim against Deloitte & Touche

based on the matters complained of in the Actions .

14. Pending final determination of whether the Settlement contained in the Stipulation

should be approved, no Representative Plaintiff or Settlement Class Member, either directly ,

7

indirectly, in a representative or derivative capacity, or in any other capacity, shall commence o r

prosecute any action or proceeding in the Court or in any other court or tribunal, asserting any o f

the Released Claims against any of the Deloitte & Touche Releasees .

15. Settlement Class Members may enter an appearance in the Actions through

counsel of their own choice, at their own expense. If they do not enter an appearance, they wil l

be represented by Plaintiffs' Class Counsel .

16. Any Settlement Class Member who has not timely requested exclusion as set fort h

in the Mailed Notice and Summary Notice may appear at the Settlement Hearing and, to th e

extent allowed by the Court, show cause (i) why the proposed Settlement contained in th e

Stipulation should not be approved as fair, adequate, reasonable, and in the best interests of th e

Settlement Class, (ii) why a judgment should not be entered approving the Settlement an d

dismissing the Actions with prejudice and without costs in accordance with the terms of th e

Stipulation, (iii) why attorneys' fees and expenses and costs should not be awarded to Plaintiffs '

Class Counsel in the amount requested, and/or (iv) why the proposed Plan of Allocation shoul d

not be approved, only if such Settlement Class Member has filed with the Court at least fiftee n

(15) days prior to the Settlement Hearing a written notice of intention to appear and object whic h

shall set forth each objection and the basis therefor (a "Notice of Intention to Appear and

Object"), copies of any papers in support of that Person's position, and proof that such Person i s

a Settlement Class Member and, contemporaneous with filing such documents relating to suc h

Notice of Intention to Appear and Object, has served such documents by hand delivery or first

class mail on :

Sherrie R. Savett, Esq .BERGER & MONTAGUE , P.C .1622 Locust StreetPhiladelphia , PA 19103

8

Kenneth S . MarksJohnny W. Carter

SUSMAN GODFREY LLP1000 Louisiana, Suite 5100

Houston, Texas 7700 2

as Plaintiffs' Settlement Counsel, and

Edward F . ManninoAKIN GUMP STRAUSS HAUER & FELD LLPOne Commerce Square

2005 Market Street, Suite 2200Philadelphia, Pennsylvania 19103

as Deloitte & Touche's Counsel .

17. Filing a Proof of Claim and Release does not preclude a Settlement Class Member

from filing a Notice of Intention to Appear and Object . However, if the Settlement is approved ,

the Releasors shall be conclusively deemed to have and by operation of the Final Order shal l

have (i) fully, finally and forever released, relinquished, and discharged all Released Claim s

against the Deloitte & Touche Releasees ; (ii) fully, finally, and forever released, relinquished ,

and discharged the Deloitte & Touche Releasees from all Released Claims arising out of or in

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action or

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any of

them in any action or proceeding of any nature regardless of whether any such Releasor ever

seeks or obtains any distribution from the Settlement Amount; whether or not such Releasor ha s

executed and delivered a Proof of Claim and Release ; whether or not the claims of any such

Releasor who becomes a Claimant have been allowed or approved in whole or in part by th e

Court and whether or not such Claimant becomes an Authorized Claimant; whether or not such

9

Releasor has participated in the Settlement Amount ; whether or not such Releasor has filed a n

objection to the Settlement, to any rejection of his, her or its claim to participate in th e

Settlement Amount as provided in the Stipulation, to the proposed Plan of Allocation, or to any

application by Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and costs ;

and whether or not the claims of such Releasor has been approved or allowed or such objectio n

has been overruled by the Court . A Settlement Class Member who does not make an objection in

the time and manner provided shall be deemed to have waived such objection, shall be bound b y

the terms of the Stipulation and the Final Order approving the Stipulation including, withou t

limitation, the Releases provided for in the Final Order, the Plan of Allocation, and the award of

attorneys' fees and expenses and costs, and shall forever be foreclosed from making an y

objection to the fairness, adequacy, or reasonableness of the proposed Settlement as incorporated

in the Stipulation, or any objection to the Plan of Allocation, or to the award of attorneys' fee s

and expenses and costs to Plaintiffs' Class Counsel, unless otherwise ordered by the Court .

Distributions to Authorized Claimants shall be deemed final and conclusive against all Flemin g

Settlement Class Members . All Fleming Settlement Class Members whose claims are no t

approved by the Court shall be barred from participating in distributions from the Settlement

Amount, but shall in all respects be subject to and bound by the Stipulation and the Settlemen t

and the Final Order, including, without limitation, the releases provided for in the Stipulation an d

the Final Order.

18. If the Effective Date occurs, any Releasor who becomes a Claimant but whos e

claims are not allowed or approved by the Court shall be forever barred from part icipating in

distributions from the Settlement Amount pursuant to the Stipulation and Settlement set forth

therein, but otherwise shall be conclusively deemed to have and by operation of the Final Orde r

10

shall have (i) fully, finally and forever released, relinquished, and discharged all Released Claim s

against the Deloitte & Touche Releasees; (ii) fully, finally, and forever released , relinquished ,

and discharged the Deloitte & Touche Releasees from all Released Claims arising out of or in

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action or

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any of

them in any action or proceeding of any nature ; whether or not any such Claimant becomes an

Authorized Claimant; whether or not such Claimant has participated in the Settlement Amount ;

and whether or not such Claimant has filed an objection to the Settlement, to any rejection of

his/her/its claim to participate in the Settlement Amount, to the proposed Plan of Allocation, o r

any application by Plaintiffs' Class Counsel for an award of attorneys' fees and expenses an d

costs ; and whether or not the claims of such Claimant have been approved or allowed or such

objection has been overruled by the Court.

19. If the Effective Date occurs, any Claimants who become Authorized Claimants ,

on behalf of themselves, and their respective heirs, executors , administrators, legal

representatives, predecessors, successors, parent companies, subsidiaries, affiliates, transferee s

and assigns, and any other Person claiming (now or in the future) through or on behalf of them ,

shall be conclusively deemed to have and by operation of the Final Order shall have (i) fully ,

finally and forever released, relinquished, and discharged all Released Claims against the

Deloitte & Touche Releasees ; (ii) fully, finally, and forever released, relinquished, an d

discharged the Deloitte & Touche Releasees from all Released Claims arising out of or i n

connection with the institution, prosecution, or assertion of the Actions or the Released Claims ;

11

(iii) covenanted not to sue the Deloitte & Touche Releasees or any of them in any action o r

proceeding of any nature with respect to the Released Claims ; and (iv) shall forever be enjoined

and barred from asserting the Released Claims against the Deloitte & Touche Releasees or any o f

them in any action or proceeding of any nature ; whether or not such Authorized Claimant

participated in the Settlement Amount ; whether or not such Authorized Claimant has filed a n

objection to the Settlement, to any rejection of his/her/its claim to participate in the Settlement

Amount, to the proposed Plan of Allocation, or to any application by Plaintiffs' Class Counsel fo r

an award of attorneys' fees and expenses and costs ; and whether or not the claims of such

Authorized Claimant have been approved or allowed or such objection has been overruled by th e

Court .

20. Any Plan of Allocation of the Se tt lement Amount including , but not limited to ,

any adjustments to any Authorized Claimant' s claim, or application for Plaintiffs' Class

Counsel's fees and expenses are not a part of the Stipulation and Settlement or this Preliminar y

Order and will be considered by the Court separately from the Court 's consideration of the

fairness, reasonableness and adequacy of the Settlement set forth in the Stipulation, and an y

order or proceeding relating to the Plan of Allocation or Plaintiffs' Class Counsel's fees an d

expenses shall not operate to terminate or cancel the Stipulation or affect the finality of the

Court's Final Order approving the Stipulation and the Settlement herein, or any other order s

entered pursuant to the Stipulation . Any order or proceedings relating to the Plan of Allocation

or application for Plaintiffs' Class Counsel's fees and expenses, or any appeal therefrom or an y

other order relating thereto or reversal or modification thereof, shall not operate to terminate or

cancel the Stipulation, or affect or delay the finality of the Final Order and the Settlement of the

Actions .

12

21 . Neither the Deloitte & Touche Releasees nor their counsel shall have an y

responsibility for, interest in, or liability whatsoever to any Person, including, without limitation ,

to any Releasor, Settlement Class Members, the Settlement Class, Claimants, Authorize d

Claimants, Representative Plaintiffs, Plaintiffs' Settlement Counsel, or Plaintiffs' Class Counse l

with respect to the Settlement Amount (except to the extent that Deloitte & Touche shall retain

an interest in the Settlement Amount as provided in paragraphs 6 .2 and 7.6 of the Stipulation) ,

any investment or distribution of the Settlement Amount, the proposed or actual Plan o f

Allocation, the determination, administration, or calculation of claims, final awards an d

supervision and distribution of the Settlement Amount as set forth in Section 5 of the Stipulation ,

or any application for attorneys' fees and reimbursement of expenses and costs, the payment o r

withholding of Taxes, Tax Expense, or any losses incurred in connection with any such matters ;

and any Person, including, without limitation, the Releasors, Settlement Class Members, th e

Settlement Class, Claimants, Authorized Claimants, Representative Plaintiffs, Plaintiffs '

Settlement Counsel, and Plaintiffs' Class Counsel shall have no claims against Deloitte &

Touche, the other Deloitte & Touche Releasees or Deloitte & Touche's Counsel in connection

therewith. Deloitte & Touche and the other Deloitte & Touche Releasees shall have no

responsibility for and no liability whatsoever with respect to the Settlement .

22. In the event that the Stipulation should terminate, or be cancelled, or otherwise

fail to become effective for any reason, or the Effective Date does not occur as provided in the

Stipulation, including without limitation, in the event that the Final Order is reversed, modifie d

or vacated following any appeal taken therefrom, then within ten (10) business days after writte n

notification of such event is sent by counsel for Deloitte & Touche or by Plaintiffs' Class

Counsel to the Escrow Agent, the Settlement Amount, together with all interest accrued thereon ,

13

except for amounts actually incurred in connection with providing the Mailed Notice an d

Summary Notice, shall be remitted to Deloitte & Touche or as directed by Deloitte & Touche

counsel . If said amount is not returned within such ten (10) day period, then interest shall accrue

thereon at the rate of five (5) percent per annum until the date that said amount is returned and

upon application by Deloitte & Touche, the Court shall order such return to Deloitte & Touche to

be made within ten (10) days of the date the order is entered and neither Plaintiffs' Class Counse l

nor Plaintiffs' Settlement Counsel shall oppose or object to the entry of such order .

23. All papers in support of the Settlement shall be filed at least (5) days prior to the

Settlement Hearing.

24. The Settlement Hearing may, from time to time without fu rther notice to the

Settlement Class Members be rescheduled or adjourned by order of the Court .

SO ORDERED THIS day of , 2005 .

The Honorable T. John WardUnited States District Judge

14

EXHIBIT B

IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF TEXAS

TEXARKANA DIVISIO N

IN RE FLEMING COMPANIES § MDL NO . 1530SECURITIES LITIGATION

This Document Relates To : All Actions § Judge Ward

FINAL JUDGMENT AND ORDER OF DISMISSA L

On this day of , 2005, a hearing (the "Settlement

Hearing") having been held before this Court to determine : (a) whether these Actions satisfy the

applicable prerequisites for class action treatment under Rule 23(a) of the Federal Rules of Civi l

Procedure ; (b) whether the proposed Settlement of the Actions as set forth in the Stipulation an d

Agreement of Settlement dated May 20, 2005 (the "Stipulation") (the defined terms of whic h

shall have the same meaning herein), is fair, reasonable and adequate, and in the best interests of

the Settlement Class and should be approved by the Court ; (c) whether this Final Judgment an d

Order of Dismissal ("Final Order") should be entered in the Actions ; (d) whether and in what

amount Plaintiffs' Class Counsel's application for attorneys' fees and reimbursement of expense s

and costs incurred should be approved by the Court, (e) whether the Plan of Allocation proposed

by Representative Plaintiffs and Plaintiffs ' Settlement Counsel should be approved by the Court ;

(f) whether the Actions should be dismissed on their merits with prejudice and without costs, an d

(g) whether the Representative Plaintiffs and each Fleming Settlement Class Member, who ha s

not timely and validly excluded themselves from the Settlement Class in accordance with th e

Preliminary Approval Order and Mailed Notice and Summary Notice, on behalf of themselves

and their respective heirs, executors, administrators, legal representatives, predecessors ,

successors, parent companies, subsidiaries, affiliates, transferees and assigns and any other

Person claiming (now or in the future) through or on behalf of them ("Releasors"), shall b e

conclusively deemed to have and by operation of this Final Order shall have (i) fully, finally an d

forever released, relinquished, and discharged all Released Claims (as defined below) against th e

Deloitte & Touche Releasees , (ii) fully, finally, and forever released, relinquished, and discharged

the Deloitte & Touche Releasees from all Released Claims arising out of or in connection wit h

the institution , prosecution, or assertion of the Actions or the Released Claims, (iii) covenanted

not to sue the Deloitte & Touche Releasees or any of them in any action or proceeding of an y

nature with respect to the Released Claims, and (iv) shall forever be enjoined and barred fro m

asserting the Released Claims against the Deloitte & Touche Releasees or any of them in an y

action or proceeding of any nature regardless of whether any such Releasor ever seeks or obtain s

any distribution from the Settlement Amount; whether or not such Releasor has executed and

delivered a Proof of Claim and Release ; whether or not the claims of any such Releasor who

becomes a Claimant have been allowed or approved in whole or in part by the Court and whethe r

or not such Claimant becomes an Authorized Claimant ; whether or not such Releasor has

participated in the Settlement Amount; whether or not such Releasor has filed an objection to th e

Settlement, to any rejection of his/her/its claim to participate in the Settlement Amount as

provided in the Stipulation, to the proposed Plan of Allocation, or to any application b y

Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and costs ; and whether or

not the claims of such Releasor has been approved or allowed or such objection has bee n

overruled by the Court .

2

The Court, having read and considered all matters submitted to it at the Settlement

Hearing and otherwise, and the Parties having applied for approval of the Settlement as set forth

in the Stipulation, and due and adequate notice having been given to the Settlement Class, it i s

hereby ORDERED and ADJUDGED that :

This Court has jurisdiction over the subject matter of the Actions and over al l

Parties to the Actions, including all Sett lement Class Members .

2. This Court finds that Plaintiffs' Settlement Counsel had, and has, the authority t o

negotiate and propose a settlement to this Court and to enter into the Stipulation and Sett lement

on behalf of the Settlement Class Members (including without limitation the Representativ e

Plaintiffs) and Plaintiffs' Class Counsel .

3 . For purposes of settlement only, the parties designated to serve as Representativ e

Plaintiffs in the class actions are Jackson Capital Management, LLC, Massachusetts State

Carpenters Pension Fund, Massachusetts State Guaranteed Annuity Fund, Alaska Electrica l

Pension Fund , David Dickey, Joel Feliciano , and Terry Slater.

4. This Court approves the Settlement of the Actions on the terms and conditions

provided for in the Stipulation, finds that the Settlement and Stipulation are, in all respects, fair ,

adequate, and reasonable for purposes of Rule 23 of the Federal Rules of Civil Procedure, that it

confers substantial benefits upon the Settlement Class, and that it is in the best interests of th e

Settlement Class, and, therefore, directs that the Settlement be consummated in accordance with

the terms and conditions of the Stipulation .

The proposed Settlement Class is finally certified, pursuant to the Stipulation an d

under Rule 23 of the Federal Rules of Civil Procedure, for settlement purposes only, as follows :

All Persons who purchased or otherwise acquired Securities ofFleming at any time in the period commencing May 9, 2001 an d

3

ending February 25, 2003 inclusive, including, without limitation,all Persons who purchased or otherwise acquired Securities in,pursuant to, or traceable to Fleming's March 2002 Offering and allPersons who purchased or otherwise acquired Securities in,pursuant to, or traceable to Fleming's June 2002 Offering.Excluded from the Fleming Settlement Class are those Personswho timely and validly request exclusion from the SettlementClass, to the extent that they are able to do so under Rule 23 of theFederal Rules of Civil Procedure, pursuant to the Mailed andSummary Notice. Also excluded from the Fleming SettlementClass are the Defendants (as defined in Paragraph 1 .8 of theStipulation), their respective subsidiaries and affiliates, members ofthe immediate families of each of the Defendants and the legalrepresentatives, heirs, successors, affiliates or assigns of each ofthe Defendants .

Attached as Exhibit 1 to this Final Order is a schedule of all Persons who timely and validl y

excluded themselves from the Settlement Class .

6. The Court dismisses on the merits and without costs and with prejudice all claim s

and Counts asserted against Deloitte & Touche in the Fifth Amended Complaint including ,

without limitation, Counts II and V, and unequivocally and unconditionally releases , settles and

extinguishes (as set forth more fully in paragraph 10 below) each and every Released Claim as to

the Deloitte & Touche Releasees (as defined below) of each and every Representative Plaintiff

and Settlement Class Member and the other Releasors against each and all of the Deloitte &

Touche Releasees (as defined below) .

7. "Deloitte & Touche Releasees" means Deloitte & Touche USA LLP, Deloitte &

Touche LLP, Deloitte Tax LLP, Deloitte Financial Advisory Services LLP, Deloitte Consultin g

LLP (successor to Deloitte Consulting Holding LLC), Deloitte Consulting (Nevada) LLC ,

Deloitte Consulting L.P., Deloitte Consulting (US) LLC and Deloitte Consulting (Holding Sub)

LLC, Deloitte Touche Tohmatsu, a Swiss Verein, and any and all Deloitte Touche Tohmatsu

associate and member firms and their respective past and present parent companies ,

predecessors, subsidiaries, divisions, affiliates , associates (as defined in SEC Rule 12b- 2

4

promulgated pursuant to the Exchange Act), successors and assigns, joint ventures, their

respective present and former partners, principals, members, directors, officers, employees ,

stockholders, owners, agents, subrogees, insurers, co-insurers, reinsurers, servants and attorneys ,

and their respective representatives, heirs, executors, personal representatives, administrators ,

transferees and assigns .

8. "Released Claims" collectively means and includes any and all claims or cause s

of action, including, without limitation, "Unknown Claims" (as defined below), debts , suits,

rights of action, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies ,

agreements, promises, judgments, variances, executions, obligations, demands, rights, liabilities ,

damages, losses, fees, and costs of any kind, nature and/or description whatsoever, matured or

unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, suspected o r

unsuspected, contingent or non-contingent, whether or not asserted, threatened, alleged or

litigated, at law, admiralty, equity or otherwise, including, without limitation, claims for

contribution or indemnification, or for costs, expenses (including, without limitation, amount s

paid in Settlement) and attorneys' fees (including, without limitation, costs, expenses an d

attorneys' fees incurred in connection with this Stipulation and the Settlement of the Actions) ,

claims for negligence , gross negligence , breach of duty of care and/or breach of duty of loyalty,

malpractice, misrepresentation, fraud, breach of fiduciary duty, or violations of any federal, stat e

or local statutes, common law, or any other laws, rules or regulations, that now exist o r

heretofore existed, that have been or could have been asserted or alleged in the Actions, or any

other forum against the Deloitte & Touche Releasees or any of them whether directly, indirectly ,

representatively, derivatively or in any other capacity, which arise out of, are based upon or relat e

to, or are in connection with ( i) the claims asserted in the Actions ; (ii) the purchase or other

5

acquisition of Securities or the sale or other disposition of Securities of Fleming at any time i n

the period commencing May 9, 2001 and ending February 25, 2003 inclusive, including, withou t

limitation, the purchase or other acquisition of Securities in, pursuant to, or traceable to

Fleming's March 2002 Offering and the purchase or other acquisition of Securities in, pursuan t

to, or traceable to Fleming 's June 2002 Offering; (iii) any of the facts, circumstances, claims ,

transactions, events, occurrences, acts, disclosures, statements, representations ,

misrepresentations, omissions or failures to act, or matters of any kind or nature whatsoever,

related directly or indirectly to the subject matters referred to, set forth in, or the facts, causes of

action, counts, or claims for relief which were or could have been, asserted, alleged or litigated i n

the Actions ; (iv) this Settlement or the entry into it; and/or (v) any and all services provided at

any time by the Deloitte & Touche Releasees, or any of them, to or with respect to Fleming ,

Debtors, or any related Person, including, without limitation, their respective present or forme r

affiliates, predecessors or successors, and their respective directors, officers, employees ,

partners, principals, stockholders and owners, irrespective of whom such services were claime d

to have been performed for or on behalf of, to the extent such services relate to Fleming .

9. "Unknown Claims" means any Released Claim that any Representative Plaintiff

or Settlement Class Member does not know or suspect to exist in his, her or its favor at the tim e

of the release of the Deloi tte & Touche Releasees that if known by him, her or it , might have

affected his, her or its Settlement with and release of the Deloitte & Touche Releasees, or might

have affected his, her or its decision not to object to this Settlement or not to exclude himself ,

herself or itself from the Settlement Class . With respect to any and all Released Claims, th e

Representative Plaintiffs shall expressly waive, and each of the Settlement Class Members shal l

be deemed to have waived and by operation of this Final Order shall have waived, any and al l

6

provisions, rights and benefits conferred by any law of any state or territory of the United States ,

or principle of common law, that is similar, comparable or equivalent to California Civil Cod e

§ 1542 which provides :

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMSWHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TOEXIST IN HIS FAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH TH EDEBTOR.

The Representative Plaintiffs and Settlement Class Members may hereafter discover facts i n

addition to or different from those that any of them now knows or believes to be true with respect

to the subject matter of the Released Claims, but each Representative Plaintiff shall expressly

have, and each Settlement Class Member shall be deemed to have and by operation of this Fina l

Order shall have, fully, finally, and forever settled and released any and all Released Claims ,

known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not

concealed or hidden, that now exist, or heretofore have existed, based upon any fact, theory o f

law or equity now existing or coming into existence in the future, including, but not limited to ,

conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty ,

law or rule, without regard to the subsequent discovery or existence of different or additional

facts . The Representative Plaintiffs acknowledge, and the Settlement Class Members shall b e

deemed to have acknowledged, and by operation of this Final Order shall have acknowledged,

that the foregoing waiver was separately bargained for and a key element of the Settlement of

which this Release is a part .

10. Upon the Effective Date, the Releasors shall be conclusively deemed to have an d

by operation of this Final Order shall have : (i) fully, finally and forever released , relinquished ,

and discharged all Released Claims against the Deloi tte & Touche Releasees ; (ii) fully, finally,

7

and forever released, relinquished, and discharged the Deloitte & Touche Releasees from al l

Released Claims arising out of or in connection with the institution, prosecution, or assertion o f

the Actions or the Released Claims; (iii) covenanted not to sue the Deloitte & Touche Releasee s

or any of them in any action or proceeding of any nature with respect to the Released Claims an d

(iv) shall forever be enjoined and barred from asserting the Released Claims against the Deloitt e

& Touche Releasees or any of them in any action or proceeding of any nature regardless o f

whether any such Releasor ever seeks or obtains any distribution from the Settlement Amount ;

whether or not such Releasor has executed and delivered a Proof of Claim and Release ; whether

or not any claims of such Releasor who becomes a Claimant have been allowed or approved i n

whole or in part by the Court and whether or not such Claimant becomes an Authorized

Claimant; whether or not such Releasor has participated in the Settlement Amount ; whether or

not such Releasor has filed an objection to the Settlement, to any rejection of his/her/its claim t o

participate in the Settlement Amount, to the proposed Plan of Allocation, or to any application b y

Plaintiffs' Class Counsel for an award of attorneys' fees and expenses and costs ; and whether or

not the claims of such Releasor have been approved or allowed or such objection has bee n

overruled by the Court .

11 . Distributions to Authorized Claimants shall be deemed final and conclusiv e

against all Fleming Settlement Class Members . All Fleming Settlement Class Members whos e

claims are not approved by the Court shall be barred from participating in distributions from the

Settlement Amount, but shall in all respects be subject to and bound by the Stipulation and th e

Settlement and this Final Order, including, without limitation, the releases provided for in

paragraph 10 of this Final Order.

12 . If any Claimant whose claim has been rejected in whole or in part desires t o

contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of th e

notice required by paragraph 5 .8 of the Stipulation, serve upon the Claims Administrator a notic e

and statement of reasons indicating the Claimant's ground for contesting the rejection along wit h

any supporting documentation, and requesting a review thereof by the Court . If a dispute

concerning a claim cannot be otherwise resolved, Plaintiffs' Class Counsel shall thereafte r

present the request for review to the Court . Claimants involved in such a dispute whose rejection

is ultimately upheld by the Court shall be forever barred from receiving any payments pursuant

to the Stipulation and the Settlement, but shall in all respects be subject to and bound by th e

Stipulation and the Settlement, the Proof of Claim and this Final Order, including, without

limitation, the releases provided for in paragraph 10 of this Final Order .

13 . All claims, however denominated, which have been, or could have been, or coul d

be asserted against the Deloitte & Touche Releasees, or any of them, by any Person, including

without limitation, the Representative Plaintiffs and the Fleming Settlement Class and each

Fleming Settlement Class Member and the other Releasors, who is, could be, or could have bee n

named or added as a defendant in the Actions and, to the extent legally permissible, by or on

behalf of any other Person, which arise from, are based on, are in any way related to, or are in

connection with the claims in or subject matter of the Actions and the Released Claims, whether

arising under federal, state or local law, including those based in tort, contract, or under any

statute or body of law, including, without limitation, claims for contribution, indemnification or

reimbursement, are extinguished, discharged, satisfied, dismissed with prejudice and withou t

costs , permanently barred and otherwise unenforceable, and the future filing of any such claims

is permanently enjoined. Such order is not intended to, and will not, release or extinguish an y

9

claim, right or defense which the Deloitte & Touche Releasees, or any of them, may have with

respect to claims that may be asserted by any Person who has timely and validly exclude d

themselves from the Settlement Class in the Action ("Opt-out Claims") ; the Deloitte & Touche

Releasees reserve their respective rights, claims and defenses with respect to any Opt-ou t

Claims .

14. In accordance with Section 4(f)(7)(A) of the PSLRA, 15 U .S.C. § 78u-4(f)(7)(A),

and other statutory or common law rights, the Deloitte & Touche Releasees, and each of them ar e

by virtue of the Settlement hereby fully, finally and forever released and discharged from all

claims for contribution that have been or may hereafter be brought by any Person, whethe r

arising under state, federal or common law, based upon, arising out of, relating to, or i n

connection with the Released Claims . Accordingly, to the fullest extent provided by the PSLRA ,

or other statutory or common law rights, the Court hereby permanently enjoins and bars al l

claims for contribution against the Deloitte & Touche Releasees (the "Reform Act Bar Order").

15 . In the event Representative Plaintiffs, the Fleming Class, or any Fleming Clas s

Member sues(s) any Person for claims arising out of the acts and transactions alleged in th e

Actions ("New Defendant"), solely for the purposes of paragraphs 8, 17 and 18of this Fina l

Order each such New Defendant shall be deemed to be a Non-Settling Defendant . Additionally,

in the event any New Defendant, Non-Settling Defendant , or any other Person sued by a New

Defendant or a Non-Settling Defendant sues any of the Settling Defendants, for claims arising

out of the acts and transactions alleged in the Actions, solely for the purposes of paragraphs 8,

15, and 16 of this Final Order, each such additional New Defendant shall be deemed to be a Non-

Settling Defendant .

10

16 . The Deloitte & Touche Releasees are by virtue of the Settlement hereby fully ,

finally and forever released and discharged from any liability to Representative Plaintiffs, the

Se ttlement Class, and any Settlement Class Member under Chapter 33 of the Texas Civil Practice

& Remedies Code, or similar statute that may otherwise be applicable .

17. The Deloitte & Touche Releasees are by virtue of the Settlement hereby fully,

finally and forever released and discharged to the fullest extent allowed by law from and agains t

any and all claims , however styled, whether for indemnification , contribution, or otherwis e

arising out of or relating to the acts and transactions that are the subject of the Actions and th e

Released Claims, whether arising under federal, state, or common law (the "Complete Ba r

Order") .

18 . To the extent (but only to the extent) not otherwise covered by the Reform Ac t

Bar Order or the Complete Bar Order, Representative Plaintiffs, the Settlement Class, and al l

Settlement Class Members shall reduce or credit against any judgment or settlement (up to the

amount of such judgment or settlement) they may obtain from any Non-Settling Defendant a n

amount equal to the amount of any final, non-appealable judgment which any Non-Settling

Defendant may obtain against any of the Deloitte & Touche Releasees arising out of or relating

to the Released Claims of Representative Plaintiffs, the Settlement Class, or any Settlement

Class Member. Representative Plaintiffs, the Settlement Class, and all Settlement Class

Members shall not settle any claim against any Non-Settling Defendant without obtaining fro m

such Non-Settling Defendant the release of any claim such Non-Settling Defendant may have

against any of the Deloitte & Touche Releasees arising out of or relating to the Released Claims

asserted by Representative Plaintiffs, the Settlement Class, or any Settlement Class Member

11

against such Non-Settling Defendant provided that Deloitte & Touche , shall execute a release in

favor of such Non-Settling Defendant.

19. The form, substance, and requirements of the notice given to the Settlement Class

pursuant to the Preliminary Order, including the mailing, distribution, and publication of suc h

notice, was the best notice practicable under the circumstances as well as valid, due, an d

sufficient notice to all persons entitled thereto, including all Settlement Class Members, and

complies fully with the requirements of Rule 23 of the Federal Rules of Civil Procedure, th e

Constitution of the United States, the Private Securities Litigation Reform Act of 1995, and other

applicable law.

20. This Court awards Attorneys' Fees constituting percent of the Settlemen t

Amount to Plaintiffs' Class Counsel for services performed in the Actions, including interes t

earned thereon . The Court further awards expenses and costs in the aggregate amount of $

from the Settlement Amount . The Court finds such awards to be fair and reasonable.

21 . Within ten (10) business days following entry of this Final Order, the amoun t

specified in paragraph 20 should be paid out of the Settlement Amount to Plaintiffs' Settlemen t

Counsel for allocation among Plaintiffs' Class Counsel . In the event that the Stipulation is

terminated or canceled, otherwise fails to become effective for any reason, including, withou t

limitation, in the event this Final Order any order preliminarily approving this Settlement, finall y

approving this Settlement, or awarding attorneys' fees or expenses and costs is reversed ,

modified or vacated following any appeal or that the Effective Date does not occur as provide d

for in the Stipulation, then Plaintiffs' Class Counsel shall promptly (no later than 10 busines s

days) remit to the Settlement Amount (or, in the event that the Stipulation is terminated or

canceled as provided therein, to Deloitte & Touche) any amount of attorneys' fees and expenses

12

and costs that has been paid to Plaintiffs' Class Counsel (even if some or all of such amounts

have already been disbursed to Plaintiffs' Class Counsel or otherwise), plus any interest actuall y

paid or that would have accrued from the date of payment to the date of repayment to th e

Settlement Amount (or, in the event that the Stipulation is terminated or canceled as provide d

therein, to Deloitte & Touche) at the existing United States Treasury Bill Rate . If said amount is

not returned within such ten (10) day period, then interest shall accrue thereon at the rate of fiv e

(5) percent per annum until the date that said amount is returned and upon application b y

Deloitte & Touche, the Court shall order such return to Deloitte & Touche to be made within te n

(10) days of the date of the order is entered .

22 . This Court hereby approves the proposed Plan of Allocation, as set forth in

Representative Plaintiffs' and Plaintiffs' Class Counsel's submission for approval of the Plan o f

Allocation .

23 . Any proposed Plan of Allocation, including, but not limited to, any adjustments to

an Authorized Claimant's claim set forth therein, or any application for attorneys' fees and

reimbursement of expenses and costs, is not a part of the Stipulation and the Settlement set fort h

therein. Any order or proceedings related to the proposed Plan of Allocation, or any application

for attorneys' fees and reimbursement of expenses and costs, or any appeal from any orde r

relating thereto or reversal or modification thereof, shall not modify, terminate, or cancel the

Stipulation or the Settlement set forth therein, or affect or delay the finality of this Final Order.

24. Without affecting the finality of this Final Order in any way, this Court hereb y

retains continuing jurisdiction over : (a) implementation and enforcement of the terms of the

Settlement set forth in the Stipulation; (b) distribution of the Settlement Amount, including

interest earned thereon; (c) determination of any other applications for payments out of the

13

Settlement Amount ; and (d) all Parties hereto for the purpose of implementing and enforcing the

Settlement set forth in the Stipulation in this case until the Effective Date has occurred and each

and every act agreed to be performed by the Parties has been performed and for the purpose of

enforcing the obligations of each of the Parties embodied in the Stipulation, including for th e

purpose of enforcing any injunction against bringing a Released Claim against any of th e

Deloitte & Touche Releasees . The Court shall maintain continuing jurisdiction over all

Settlement Class Members for purposes of enforcing the terms of this Final Order.

25 . Neither the Deloitte & Touche Releasees nor their counsel shall have any

responsibility for, interest in, or liability whatsoever to any Person, including, without limitation ,

to any Settlement Class Members, the Settlement Class, Claimants, Authorized Claimants ,

Representative Plaintiffs, Plaintiffs' Settlement Counsel, or Plaintiffs' Class Counsel with respec t

to the Settlement Amount (except to the extent that Deloitte & Touche shall retain an interest i n

the Settlement Amount as provided in paragraphs 6.2 and 7 . 6 of the Stipulation), any investment

or distribution of the Settlement Amount, the proposed or actual Plan of Allocation, the

determination, administration, or calculation of claims, final awards and supervision and

distribution of the Settlement Amount as set forth in Section 5 of the Stipulation, or any

application for attorneys' fees and reimbursement of expenses and costs, the payment o r

withholding of Taxes and Tax Expenses, or any losses incurred in connection with any such

matters ; and any Person, including, without limitation, the Settlement Class Members, th e

Settlement Class, Claimants, Authorized Claimants, Representative Plaintiffs, Plaintiffs '

Settlement Counsel, and Plaintiffs' Class Counsel shall have no claims against Deloitte &

Touche, the other Deloitte & Touche Releasees or Deloitte & Touche's Counsel in connectio n

14

therewith. Deloitte & Touche and the other Deloitte & Touche Releasees shall have no

responsibility for and no liability whatsoever with respect to the Settlement .

26. No Person shall have any claim against the Representative Plaintiffs , Plaintiffs '

Class Counsel, or the Claims Administrator, based on distributions made substantially in

accordance with the Settlement and this Stipulation, any Plan of Allocation, or further orders o f

the Court .

27. This Final Order is binding on all Representative Plaintiffs and Settlement Clas s

Members, whether or not any of the Representative Plaintiffs or Settlement Class Member s

executes and delivers the Proof of Claim and Release ; whether or not any of the Representative

Plaintiffs or Settlement Class Members participates in the Settlement Amount ; whether or no t

any of the Representative Plaintiffs or Settlement Class Members have filed an objection to th e

Settlement, to any rejection of their claim to participate in the Settlement Amount as provided in

the Stipulation, to the proposed Plan of Allocation, or to any application by Plaintiffs' Clas s

Counsel for an award of attorneys' fees and expenses and costs ; and whether or not the claims o f

such Representative Plaintiffs, or such Fleming Settlement Class Member have been approved o r

allowed or such objection has been overruled by the Court .

28. Neither this Final Order, the Stipulation, nor the Settlement, nor any ac t

performed or document executed pursuant to or in furtherance of the Stipulation or th e

Settlement : (a) is or may be deemed to be or may be used as an admission of, or evidence of, the

validity of any Released Claim, or of any wrongdoing or liability of any Deloitte & Touch e

Releasee ; (b) is or may be deemed to be or may be used as an admission of, or evidence of, any

fault or omission of any Deloitte & Touche Releasee in any civil, criminal or administrativ e

proceeding in any court, administrative agency or other tribunal ; (c) shall constitute an

15

adjudication or finding on the merits as to the claims of any party hereto, and shall not b e

deemed to be, intended to be or construed as an admission of liability, in any way on the part of

any party hereto, or any evidence of the truth of any fact alleged or the validity of any claims tha t

have been or could be asserted in the Actions, all of whom expressly deny any liability for an y

and all claims of any nature whatsoever ; nor shall anything herein contained constitute an

acknowledgment of fact, allegation or claim that has been or could have been made, nor shal l

any third party derive any benefit whatsoever from the statements made within this Stipulation ;

or (d) shall be construed against Deloitte & Touche or the Deloitte & Touche Releasees as an

admission or concession that the consideration to be given hereunder represents the amoun t

which could be or would have been recovered after trial . Any Deloitte & Touche Releasee may

file the Stipulation and/or this Final Order in any action that may be brought against it in order t o

support a defense or counterclaim based on principles of res judicata, collateral estoppel, release,

good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issu e

preclusion or similar defense or counterclaim .

29. The Court finds that the Parties, Plaintiffs' Class Counsel and Deloitte & Touche' s

Counsel have complied in all respects with Federal Rule of Civil Procedure 11(b) in connectio n

with the filing of all complaints, responsive pleadings, and dispositive motions in this case .

30. The Parties shall bear their own costs and expenses, except as otherwise provide d

in the Stipulation or in this Final Order.

31 . Without further order of the Court, the Settling Parties may agree to reasonable

extensions of time to carry out any of the provisions of the Stipulation .

32. Pursuant to Federal Rule of Civil Procedure 54, the Court has expressly

determined that there is no just reason for any further delay in approving this Final Order and

16

entering judgment dismissing all counts and claims against the Deloitte & Touche Releasees with

prejudice and without costs .

33. Immediate entry of this Final Order by the Clerk of the Court is expressly directe d

pursuant to Rule 58 of the Federal Rules of Civil Procedure .

SO ORDERED THIS DAY OF , 2005 .

The Honorable T. John WardUnited States District Judge

17

EXHIBIT C

ESCROW AGREEMENT

This escrow agreement (the "Escrow Agreement") is entered into as of August

L 2005 by and between Jackson Capital Management, LLC, Massachuse tts State Carpenters

Pension Fund , Massachusetts State Guaranteed Annuity Fund , Alaska Electrical Pension

Fund , David Dickey, Joel Feliciano , and Terry Slater, individually and collectively (the

"Representative Plaintiffs"), on behalf of the Settlement Class in In re Fleming Sec. Litig. .

MDL 1530 (E.D. TX) (the "Actions"); Deloitte & Touche LLP ("Deloitte & Touche") ; and

Wachovia Bank, National Association, as escrow agent (the "Settlement Escrow Agent")

(collectively referred to hereinafter as the "parties hereto" ), by and through their respec tive

attorneys or agents .

WITNESSETH :

WHEREAS the Representative Plaintiffs, on behalf of the Settlement Class,

and Deloitte & Touche entered into a Stipulation and Agreement of Settlement (the

"Stipulation," the defined terms of which shall have the same meaning herein and which

definitions are attached hereto as Exhibit A and made part of this Escrow Agreement) dated

as of May 20, 2005, setting forth the terms and conditions of an agreement to settle and

resolve the Actions with finality; and

WHEREAS Deloitte & Touche has agreed to deposit certain funds in an

escrow account under the terms and conditions set forth in the Stipulation ; and

WHEREAS this Escrow Agreement sets forth the terms and conditions under

which the funds to be deposited by Deloitte & Touche will be held in the escrow account and

distributed therefrom in accordance with the terms of the Stipulation and this Escrow

Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1 . Appointment of Settlement Escrow Agent.

Deloitte & Touche and the Representative Plaintiffs (by and through Plaintiffs'

Settlement Counsel) hereby appoint the Settlement Escrow Agent to act as escrow agent on

the terms and conditions set forth in this Escrow Agreement , and the Settlement Escrow

Agent hereby accepts such appointment on such terms and conditions .

SECTION 2 . The Settlement Escrow Account.

Deloitte & Touche shall transfer to the Settlement Escrow Agent the sum o f

Thirty-Five Million Dollars ($35,000,000 .00) pursuant to paragraph 2.1 of the Stipulation.

The Settlement Escrow Agent shall deposit such sum into an escrow account established for

such purpose (the "Settlement Escrow Account") to be held and administered separate and

apart from all other accounts . The Settlement Escrow Account shall include all sums

transferred to the Settlement Escrow Agent pursuant to this Escrow Agreement, including the

proceeds of all investments and re-investments, and all interest and earnings thereon . The

obligation to make such transfer is subject to the Escrow Agent providing to counsel for

Deloitte & Touche, at least ten days before the transfer date, all information necessary for the

transfer, including, but not limited to, transfer instructions and the tax identification number

of the qualified settlement fund .

SECTION 3 . Investment of Escrow Funds .

(a) The Settlement Escrow Agent shall invest the funds in the Settlemen t

Escrow Account in instruments backed by the full faith and credit of the United States

government, or in a money market fund based on such instruments, and shall reinvest the

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

rates ("Authorized Investments"), as directed in writing by Plaintiffs' Settlement Counsel . A

balance of $100,000 or less may be held in the Settlement Escrow Account in an interest-

2

bearing bank account insured by the FDIC, which may be an account held at the Settlement

Escrow Agent . Absent any other written direction, the Settlement Escrow Agent is hereby

directed and instructed by Plaintiffs' Settlement Counsel to invest the funds held in the

Settlement Escrow Account in the Fidelity Government Fund, class 3 . With the execution of

this Escrow Agreement, the parties hereto acknowledge receipt of prospectuses and/or

disclosure materials associated with the investment selected by Plaintiffs' Settlement

Counsel .

(b) All interest on or other income realized by investment of the

Settlement Escrow Account, or any portion thereof, as permitted under subsection (a) of this

Section shall be accumulated and invested in accordance with subsection (a) of this Section

and added to the Settlement Escrow Account (less any amounts disbursed thereform pursuant

to the terms of the Stipulation ) and shall be distributed as set forth in Section 4 hereof. The

Settlement Escrow Agent shall not be liable for any losses resulting from any depreciation in

the market value of any such investments (unless the loss is attributable to a failure to adhere

to the investment limitations defined in subsection (a) of this Section 3) .

SECTION 4 . Release of Escrow Funds.

The Settlement Escrow Agent shall transfer the funds in the Settlement

Escrow Account as set forth below:

(a) To pay Taxes and Tax Expenses as they become due and payable in

accordance with Section 5 hereof;

(b) Upon re ceipt of joint notice from Plainti ffs' Settlement Counsel and

Deloitte & Touche's Counsel that the Court has entered a Final Order in the Actions, and that

the Court has entered an order in the Actions awarding attorneys' fees and expenses and costs

to Plaintiffs' Class Counsel, the Settlement Escrow Agent shall apply the funds in the

Settlement Escrow Account as follows :

(i) to pay Plaintiffs' Class Counsel's attorneys' fees to the exten t

allowed by the Court pursuant to paragraph 6 .1 of the Stipulation and only upon receipt of a

copy of the Court order allowing for such attorneys' fees; and

(ii) to pay Plaintiffs' Class Counsel's unreimbursed expenses and

costs incurred through the date of Plaintiffs' Class Counsel's application for reimbursement

of expenses and costs, if and to the extent allowed by the Court pursuant to paragraph 6.1 of

the Stipulation and only upon receipt of a copy of the Court order allowing for suc h

reimbursement.

(c) Upon receipt of joint notice from Plaintiffs' Settlement Counsel and

Deloitte & Touche's Counsel that the Effective Date of the Stipulation has occurred, the

Settlement Escrow Agent shall apply the funds in the Settlement Escrow Account as follows:

(i) to pay any unpaid Taxes or Tax Expenses, as provided in th e

Stipulation; and

(ii) to transfer the remainder of the funds in the Settlement Escro w

Account to the Claims Administrator.

(d) The Settlement Escrow Agent shall furnish to Plaintiffs' Settlement

Counsel and Deloitte & Touche's Counsel monthly statements showing deposits made in and

disbursements made from the Settlement Escrow Account, interest and earnings on the

Settlement Escrow Account, the net market value of all Authorized Investments in the Escrow

Account, and the Settlement Escrow Agent's charges (pursuant to Section 4(e) hereof) for

servicing the Settlement Escrow Account . Upon the Effective Date, the Settlement Escrow

Agent shall no longer provide to Deloitte & Touche's Counsel any such monthly or other

statements .

(e) The Settlement Escrow Agent shall be reimbursed for reasonable

expenses actually incurred in connection with its activities hereunder . Such expenses shall

4

constitute a direct charge against the Settlement Escrow Account . The Settlement Escrow

Agent shall not debit the Settlement Escrow Account for any such charge, however, until it

shall have presented its written statement (which shall be transmitted in the manner set forth

in Section 8 hereof) to and received joint approval thereof from Plaintiffs' Settlement Counsel

and Deloitte & Touche's Counsel, which approval shall not be unreasonably withheld . Such

approval shall be deemed given if the Settlement Escrow Agent has not received written

objections (which shall be transmitted in the manner set forth in Section 8 hereof) from either

Plaintiffs' Settlement Counsel or Deloitte & Touche's Counsel within 14 days after

presentment of its written statement . The expenses of the Settlement Escrow Agent charged

against the Settlement Escrow Account shall, to the extent possible, be paid out of interest

earned. In the event that Plaintiffs' Settlement Counsel or Deloitte & Touche's Counsel

object in writing to the payment of such expenses to the Settlement Escrow Agent, the

Settlement Escrow Agent shall not debit the Settlement Escrow Account for such expenses

other than (i) in accordance with a written agreement executed by each of the parties hereto

or (ii) pursuant to Court order.

(1) Within five (5) business days after receiving written notice from

Deloitte & Touche's Counsel or Plaintiffs' Settlement Counsel stating that the Stipulation has

been terminated, canceled or otherwise fails to become effective for any reason, as provided

therein, or that the Effective Date has not occurred as provided in the Stipulation, the

Settlement Escrow Agent shall in writing inform Deloitte & Touche of the amount and

maturity date of any Authorized Investments and shall comply with Deloitte & Touche's

instructions with respect to whether such Authorized Investments should be liquidated.

Within ten (10) business days after receiving written notice from Deloitte & Touche's

Counsel or Plaintiffs' Settlement Counsel stating that the Stipulation has been terminated,

canceled or otherwise fails to become effective for any reason, as provided therein, or that the

Effective Date has not occurred as provided in the Stipulation, the Settlement Escrow Agent

shall remit to Deloitte & Touche all funds in the Settlement Escrow Account, including,

without limitation, all interest and earnings thereon, less any Taxes due with respect to such

income in accordance with Section 5 hereof and any fees and expenses of the Settlement

Escrow Agent in accordance with this Section . The Settlement Escrow Agent shall remit to

Deloitte & Touche as they are received any additional funds that for any reason come into the

Settlement Escrow Account after the initial remittance .

SECTION 5 . Qualified Settlement Fund.

(a) The Parties to the Stipulation intend that the funds in the Settlemen t

Escrow Account be a "qualified settlement fund" for federal income tax purposes pursuant to

Treasury Regulation sec tion 1 .468B-1, and state income tax purposes, and to that end the

parties hereto shall not take a posi tion in any filing or before any tax authority that is

inconsistent with such treatment.

(b) The Settlement Escrow Agent and, as reasonably requested and

required by the Settlement Escrow Agent, Deloitte & Touche, shall jointly and timely make

such elections as are necessary to carry out the provisions of paragraph 2 .7 of the Stipulation,

including a "relation back election" as described in Treasury Regulation section 1 .468B-

1(j)(2) to the earliest permitted date so as to enable the Settlement Escrow Account to be

treated as a qualified settlement fund from the earliest date possible . Such election shall be

made in compliance with the procedures and requirements contained in such Regulation . It

shall be the responsibility of the Settlement Escrow Agent to timely and properly prepare and

deliver the necessary documentation with respect to the Sbttlement Escrow Account for

signature by all necessary parties and thereafter take all such actions as may be necessary or

appropriate to that end .

6

(c) For the purposes of section 468(B) of the Internal Revenue Code of

1986, 26 U.S .C. § 468B, as amended, and the regulations promulgated thereunder, the

"administrator" of the Settlement Escrow Account shall be the Settlement Escrow Agent.

The Settlement Escrow Agent, as administrator of the Settlement Escrow Account, shall

timely and properly file all informational and tax returns necessary or advisable for the

Settlement Escrow Account prior to and after the Effective Date, and shall pay from the

Settlement Escrow Account any Taxes or Tax Expenses owed with respect to the Settlement

Escrow Account. The parties hereto acknowledge and agree that the Settlement Escrow

Agent will fulfill its obligations in this Section 5 through the employment of qualified agents

or attorneys-in-fact, and the Settlement Escrow Agent shall not be liable for any loss or

expense arising out of, or in connection with, the actions or omissions to act of its agents or

attorneys-in-fact, so long as the Settlement Escrow Agent acts in good faith and without

negligence or willful misconduct in connection with its selection of such agents or

attorneys-in-fact. The reasonable fees and expenses of any such agent or attorney-in-fact

shall be an expense of the Settlement Escrow Agent, payable in accordance with Section 4(e)

hereof.

(d) Deloitte & Touche shall have no liability or responsibility for the

payment of any Taxes or Tax Expenses (as defined in paragraph 2 .7 of the Stipulation) .

(e) The parties hereto agree to cooperate with the Settlement Escrow

Agent, one another, and their tax attorneys and accountants to the extent reasonably necessar y

to carry out the provisions of this subsection .

(f) For the purposes of this Section, references to the Settlement Escrow

Account shall include all funds in the Settlement Escrow Account and shall also include any

interest and earnings thereon.

7

SECTION 6. Termination of Escrow Agreement.

This Escrow Agreement (other than the Settlement Escrow Agent's obligations

in Section 4(f), the Settlement Escrow Agent's right to indemnification in Section 7(h), and

Deloitte & Touche's rights under Sections 8(i) and (j)) shall terminate when the Settlement

Escrow Agent has released all amounts from the Settlement Escrow Account pursuant to the

terms of this Escrow Agreement .

SECTION 7. Settlement Escrow Agent.

(a) The Settlement Escrow Agent shall have no duty or obligatio n

hereunder other than to take such specific actions as are required of it from time to time under

the provisions of this Escrow Agreement, and it shall incur no liability hereunder or in

connection herewith other than as a result of its own bad faith, negligence or willful

misconduct. The Settlement Escrow Agent shall not be bound in any way by any agreement

or contract between Deloitte & Touche and Plaintiffs' Settlement Counsel (whether or not the

Settlement Escrow Agent has knowledge thereof) other than this Escrow Agreement, and the

only duties and responsibilities of the Settlement Escrow Agent shall be to hold and invest the

funds received hereunder and to release such funds in accordance with the terms of this

Escrow Agreement and any order of the Court . All funds held by the Escrow Agent shall be

deemed and considered to be in custodia legis, and shall remain subject to the jurisdiction of

the Court, until such time as such funds shall be distributed pursuant to the Stipulation, this

Escrow Agreement and/or order(s) of the Court .

(b) The Settlement Escrow Agent shall not be responsible in any manner

for the validity or sufficiency of any property transferred hereunder, or for the value or

collectibility of any note, check or other instrument so transferred, or of any representations

made or obligations assumed by any party other than the Settlement Escrow Agent . Nothing

herein shall be deemed to obligate the Settlement Escrow Agent to deliver any cash,

instruments, documents or any other property referred to herein, unless the same shall have

been first received by the Settlement Escrow Agent pursuant to the terms of this Escrow

Agreement .

(c) The Settlement Escrow Agent shall not incur any liability in acting on

and relying upon any written notice, direction, request, waiver, consent, receipt or other paper

that the Settlement Escrow Agent reasonably and in good faith believes to have been signed

and presented by the proper party or parties, which, pursuant to the provisions of this Escrow

Agreement, the Settlement Escrow Agent is authorized to accept except as set forth herein .

(d) The parties hereto agree that, should any dispute arise between the m

with respect to the payment, ownership or right to possession of any amounts in the

Settlement Escrow Account, the Settlement Escrow Agent is authorized and directed to retain

in its possession, without liability to anyone except in the event of its bad faith, willful

misconduct or negligence, all or any part of the Settlement Escrow Account until such dispute

has been settled either by mutual agreement of the parties concerned or by a final order,

decree or judgment of the Court or other tribunal of competent jurisdiction in the United

States. Nothing in the foregoing shall be construed to require the Settlement Escrow Agent to

institute, defend or become a party to any proceeding in any such court or tribunal .

(e) The Settlement Escrow Agent may resign at any time by giving sixty

(60) days' written notice of resignation to the other parties hereto, but such resignation shall

not become effective until a successor Settlement Escrow Agent, selected by Deloitte &

Touche and agreeable to Plaintiffs' Settlement Counsel, shall have been appointed and shall

have accepted such appointment (and the terms of this Escrow Agreement) in writing. If an

instrument of acceptance by a successor Settlement Escrow Agent shall not have been

delivered to the Settlement Escrow Agent within forty-five (45) days after the giving of such

notice of resignation, the resigning Settlement Escrow Agent may petition the Court for th e

9

appointment of a successor Settlement Escrow Agent (with any reasonable costs incurred by

the Settlement Escrow Agent in connection with any such provision being assessed agains t

the Settlement Escrow Account) .

(f) Plaintiffs' Settlement Counsel and Deloitte & Touche's Counsel ma y

remove the Settlement Escrow Agent hereunder upon ten (10) days joint written notice to the

Settlement Escrow Agent, which notice shall also appoint a successor Settlement Escrow

Agent . Such successor Settlement Escrow Agent shall indicate its acceptance of such

appointment (and the terms of this Escrow Agreement) in writing and shall submit a copy of

such acceptance to each of the parties hereto .

(g) Upon the later of (i) the effective date of any resignation pursuant t o

Section 7(e) hereof or any removal pursuant to Section 7(f) hereof or (ii) the receipt by the

original Settlement Escrow Agent of the written acceptance of appointment by the successor

Settlement Escrow Agent, all investments and other amounts held by the Settlement Escrow

Agent in the Escrow Account pursuant to this Escrow Agreement shall promptly, but in any

event, within five (5) business days, be transferred to such successor, which shall thereafter

be the Settlement Escrow Agent . The Settlement Escrow Agent shall be entitled to its fees

and expenses in accordance with the terms hereof up to the time such resignation or removal

becomes effective in accordance with this Section.

(h) Plaintiffs' Settlement Counsel, jointly and severally, agree to

indemnify and hold the Settlement Escrow Agent harmless from and against all costs,

damages, judgments, attorneys' fees (whether such attorneys shall be regularly retained or

specially employed), expenses, obligations, and liabilities of every kind and nature which the

Settlement Escrow Agent may incur, sustain, or be required to pay in connection with or

arising out of this Agreement, except those arising from Settlement Escrow Agent's

negligence or willful misconduct, and to pay to the Settlement Escrow Agent on demand the

10

amount of all such costs, damages, judgments, attorneys' fees, expenses, obligations, and

liabilities .

SECTION 8 . Miscellaneous .

(a) Notices . All notices, requests, claims, demands, and other

communications under this Escrow Agreement shall be in writing, and shall be given or made

(and shall be deemed to have been duly given or made upon receipt) by delivery in person, by

registered or certified mail (postage prepaid, return receipt requested), by facsimile, or by

Federal Express or similar overnight courier to the respective parties hereto at the following

addresses (or at such address for a party as shall be specified in a notice given in accordance

with this Section) :

If to Plaintiffs' Settlement Counsel :

Berger & Montague, P.C.1622 Locust StreetPhiladelphia, PA 19103 .Attention: Sherrie R Savett, Esquire(215) 875-3000Fax: (215) 875-571 5

and

Susman Godfrey LLP1000 Louisiana, Suite 5100Houston , Texas 77002Attention: Kenneth S . Marks , Esquire(713) 651-9366

If to Deloitte & Touche:

Barbara A . Mentz, EsquireAttorney for Deloitte & Touche LLP1633 Broadway (376 Floor)New York, NY 10019(212) 492-388 4Fax: (212) 492-420 1

and

Akin Gump Strauss Hauer & Feld LLPOne Commerce Square

11

2005 Market StreetSuite 2200Philadelphia , PA 19107Attention: Edward F. Mannino, Esquire(215) 965-1200Fax: (215) 965-121 0

If to the Escrow Agent :

Wachovia Bank, National Association401 South Tryon Street, 19t' FloorCharlotte, NC 28288-1165Attn: Howard Parker(704) 383 -0051

(b) Successors andAssigns. The provisions of this Escrow Agreement

shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and permitted assigns. Nothing in this Escrow Agreement, expressed or implied,

shall give or be construed to give any person, firm or corporation, other than the parties

hereto and their successors and permitted assigns, any legal claim under any covenant,

condition or provision hereof, all the covenants, conditions and provisions contained in this

Escrow Agreement being for the sole benefit of the parties hereto and their successors and

permitted assigns . No party may assign any of its rights or obligations under this Escrow

Agreement without the written consent of all of the other parties hereto, which consent may

be withheld in the sole discretion of the party whose consent is sought provided, that any

reorganization, merger, consolidation, or sale of assets, by any party hereto shall not be

deemed to constitute an assignment of this Agreement . .

(c) Governing Law. This Escrow Agreement shall be construed and

enforced in accordance with, and governed by, the internal, substantive laws of the State o f

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

(d) Jurisdiction and Venue. The parties hereto irrevocably and

unconditionally submit to the jurisdiction of the United States District Court for the Easter n

District of Texas for purposes of any suit, action or proceeding to enforce any provision of, o r

12

based on any right arising out of, this Escrow Agreement, and the parties hereto agree not to

commence any such suit, action or proceeding except in such Court . The parties hereto

hereby irrevocably and unconditionally waive any objection to the laying of venue of any

such suit, action or proceeding in the Court and hereby further irrevocably waive and agree

not to plead or claim in such Court that any such suit, action or proceeding has been brought

in an inconvenient forum .

(e) Definitions . Terms used herein that are defined in the Stipulation are,

unless otherwise defined herein, used in this Escrow Agreement as defined in the Stipulation

which definitions are attached hereto as Exhibit A. .

(f) Amendments. This Escrow Agreement may be amended only by

written instrument executed by all parties hereto. The waiver of any rights conferred

hereunder shall be effective only if made by written instrument executed by the waiving

party. The waiver by any party of any breach of this Escrow Agreement shall not be deemed

to be or construed as a waiver of any other breach, whether prior, subsequent or

contemporaneous, of this Escrow Agreement.

(g) Counterparts; Effectiveness. This Escrow Agreement may be signed in

any number of counterparts, each of which shall be an original, with the same effect as if the

signatures thereto and hereto were upon the same instrument. This Escrow Agreement shall

become effective when each party hereto shall have signed a counterpart hereof. Delivery by

facsimile of a signed agreement shall be deemed delivery for purposes of acknowledging

acceptance hereof; however, an original executed signature page must promptly thereafter be

appended to the Escrow Agreement, and an original executed agreement shall promptly

thereafter be delivered to each party hereto .

(h) Captions. The captions herein are included for convenience of

reference only and shall be ignored in the construction and interpretation hereof.

13

(i) Upon the Effective Date as provided for in the Stipulation, all rights o f

Deloitte & Touche hereunder and all responsibilities, if any, shall cease, and Plaintiffs'

Settlement Counsel agrees to reimburse and indemnify the Deloitte & Touche Releasees, and

to hold them harmless against, any suit, claim, or action arising out of or relating to

administration of the Settlement Amount, or for any Taxes or Tax Expenses (including,

without limitations, Taxes payable by reason of any such indemnification), after the Effective

Date.

(j) Neither the Deloitte & Touche Releasees nor their counsel shall have

any responsibility for, interest in, or liability whatsoever to any person, including, without

limitation, to any Settlement Class Members, the Settlement Class, Claimants, Authorized

Claimants, Representative Plaintiffs, Plaintiffs' Settlement Counsel, or Plaintiffs' Class

Counsel with respect to the Settlement Amount (except to the extent that Deloitte & Touche

shall retain an interest in the Settlement Amount as provided in paragraphs 6 .2 and 7 .6 of the

Stipulation), any investment or distribution of the Settlement Amount, the proposed or actual

Plan of Allocation, the determination, administration, or calculation of claims, final awards

and supervision and distribution of the Settlement Amount as set forth in Section 5 of the

Stipulation, or any application for attorneys' fees and reimbursement of expenses and costs,

the payment or withholding of Taxes, Tax Expenses or any losses incurred in connection with

any such matters; and any Person, including, but not limited to, the Settlement Class

Members, the Settlement Class, Claimants, Authorized Claimants, Representative Plaintiffs,

Plaintiffs' Settlement Counsel, and Plaintiffs' Class Counsel shall have no claims against

Deloitte & Touche, the other Deloitte & Touche Releasees or Deloitte & Touche's Counsel in

connection therewith. Deloitte & Touche and the other Deloitte & Touche Releasees shall

have no responsibility for and no liability whatsoever with respect to the Settlement .

14

IN "WITNESS WHEREOF, the parties hereto have executed this Escrow

Agreement as of the day and year herein above written :

By :DATED: August L 2005 eyrie R. Savett

Jerome M . MarcusGlen AbramsonCasey M. PrestonJon LambirasBERGER & MONTAGUE, P.C.1622 Locust StreetPhiladelphia, PA 19103(215) 875-300 0

DATED: August __,2005 By:Kenneth S . MarksJohnny W. CarterSUSMAN GODFREY LLP1000 Louisiana, Suite 5100Houston, Texas 77002(713) 651-9366

CO-LEAD COUNSEL FOR LEADPLAINTIFF AND THE CLASS

OF COUNSEL:

Sam BaxterMcKOOL SMITE, P.C.505 East Travis Street, Suite 105Marshall, Texas 75670(903) 927-211 1

1933 ACT COUNSEL :

William S . LerachDarren J. RobbinsSteven W. PepichBenny C. Goodman, IIIRyan LlorensLERACH, COUGHLIN, STOIA &ROBBINS LLP401 B. Street, Suite 1700San Diego, CA 92101(619) 231-1058(619) 231-7423 (Fax)

15

IN WITNESS WHEREOF, the parties hereto have executed this Escrow

Agreement as of the day and year herein above written :

By:DATED: August _, 2005 Sherrie It Savett

Jerome M. MarcusGlen AbramsonCasey M. PrestonJon LanmbirasBERGER & MONTAGUE, P.C.1622 Locust StreetPhiladelphia, PA 19103(215) 875-3000

AgoDATED : August : , 2005 By:Kenneth S . MarksJohnny W. CarterSUSMAN GODFREY LLP1000 Louisiana, Suite 5100Houston, Texas 77002(713) 651-9366

CO-LEAD COUNSEL FOR LEADPLAINTIFF AND THE CLASS

OF COUNSEL :

Sam BaxterMcKOOL SMITH, P.C.505 East Travis Street, Suite 105Marshall, Texas 75670(903) 927-211 1

1933 ACT COUNSEL:

William S . LerachDarren J. RobbinsSteven W. PepichBenny C . Goodman, IliRyan LlorensLERACH, COUGHLIN, STOIA &ROBBINS LLP401 B. Street, Suite 1700San Diego, CA 92101(619)231-1058(619) 231-7423 (Fax)

IC

S. Gene CauleyCurtis L . BowmanJ. Allen CarneyMarcus N . BozemanTiffany WyattJames KaufmanCAULEY, BOWMAN, CARNEY &WILLIAMS, PLLCP.O. Box 2543 8Little Rock, AR 72221-5438(501)'312-8500(501) 312-8505 (Fax)

DATED: August 2, 2005 By-Edward F. ManninoAttorney-in-ChargePennsylvania Bar No. 04504emannino akin um .comAKIN GTJMP STRAUSS HAUER &FELD LLPOne Commerce Square2005 Market Street, Suite 2200Philadelphia, PA 1910 3(215) 965-1200(215) 965-1210 (Fax)

Lisa S. GalleranoAKIN GUMP STRAUSS HAVER &FELD LLP1700 Pacific Avenue, Suite 4100Dallas, TX 7520 1(214) 969-2800(214) 969-4343 (Fax)

Attorneys for Deloitte & Touche LLP

WACHOVIA BANK, NationalAssociationSettlement Escrow Agent

DATED : August 2005By :

16

S. Gene CauleyCtu is L . Bowman1 . Allen CarneyMarcus N . Bozeman'Ilffany WyattJames KAUft=CAUL- TX, BOWMAN, CARNEY &W1 UT LWS, PLLCP O. Box 25439Little Rock, .AR 7222I 5438(501) 312-8500(501) 312-8505 (Pax)

DATI D: August _, 2005 By:Edward F. ManninoAttorney-ire-ChargePennsylvania Bar No. 04504

o@a "p-My. orsAKIN GUMP STRAUSS HAUER &FELD LLPOne.Co xce Square2003 Market Sired Suite 2200Philadelphia, PA 19103(215)965-I200(21$) 965-1210 (Fe, )

Lisa S. GalloranoAKIN GUUACP STRAUSS . HAUERFELD LL1700 Pacfic Avenue, Suite 4100Dat1as~ TX 7520 1(214) 969-2800(2144) 969-4343 (Fax)

Attom ys for Deloitte & Touche LLP

WACHOVIA BANY., NationalAssociationSettlement Bs zowA.gent

DATED : August 2, 2005 -7By;Timothy G BubblerAssisUait Vice Presiden401 South Tryon St, -19t FloorCharlotte, NC 28288-1165

16