$3.4 Billion. $804 Million

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2 Raytheon $14.7 Million $410 Million 2,689% Dynegy $19 Million $474 Million 2,395% Cardinal Health $35 Million $600 Million 1,614% BofA $150 Million $2.5 Billion 1,567% Enron $450 Million $7.3 Billion 1,522% Xerox $50 Million $750 Million 1,400% AOLTW $316 Million $3.4 Billion 976% HealthSouth $106 Million $804 Million 658%

3 $12.0 $11.6 $10.0 $10 Aggregate Recovery Value ($Billion) $8.0 $6.0 $4.0 $2.0 $1.1 $1.2 $1.4 $1.3 $5 $1.8 $2.6 $3.1 $2.1 $8.7 $7.5 $4.5 $5.1 $2.7 $3.3 $6.6 $2.9 $5 $6.4 $

4 Total U.S. Settlements & Settlement Dollars $10 $8.7 $7.5 $4.5 $5.1 $11.6 $2.7 $3.3 Settlement Dollars (in billions) Cases Settled $6.6 $6.4 $5 $

5 Six new Canadian securities class actions were filed during 2017 twothirds the number filed during 2016, and two more than the four cases filed during Four Canadian securities class actions were settled (or tentatively settled, pending court approval) during Canadian Settlements: The average settlement for cases from 1997 through 2017 is C$79 million a figure skewed by two large settlements. The median settlement value over the same time period is C$13.0 million Canadian Securities Class Actions Pending: At the end of 2017, 51 Canadian securities class actions remained unresolved the same number as at the end of 2016, but below the annual peak of 60 cases at the end of

6 $611 Mil $43 Mil* $53 Mil* $40 Mil $17 Mil $141 Mil* $122.6 Mil $23 Mil* YBM Magnex $120 Mil* $16 Mil $55 Mil $28 Mil *cross-border settlement

7 Settlement of shareholder litigation included the following corporate governance Improvements: New Independent Director Added as Chair of Exec. Comp. Committee CEO Employment Agreement - CEO bonus repaid if E*TRADE required to restate financials - CEO required to return 2 million restricted shares to E*TRADE - $6 million previously contributed to CEO s Supplemental Executive Retirement Plan returned to E*TRADE - CEO s termination payment reduced by 20% to $4 million

8 New Independent Director Added as Chair of Exec. Comp. Committee Amendments to CEO Employment Agreement E*Trade's market capitalization increased by approximately 18% during the following year and over 300% since.

9 Settlement of shareholder litigation included the following corporate governance Improvements: Shareholder Nominated Director Lead Independent Director Requirement that 2/3 of Board Be Independent Enhanced Director Independence Environmental Oversight Committee 2/3 of members of Environmental Health and Safety Comm. must qualify as Independent Mandatory Director Retirement Age of 70 Director Stock Ownership At least 50% of all of director fees to be paid in Ashland common stock Stock Options No stock option plan adopted or modified without prior shareholder approval Mandatory holding period of at least 50% of the net shares acquired via option exercise ( 16 officers or directors) Trading Controls Three days to disclose any transaction in Ashland securities made by or on behalf of Ashland

10 Shareholder Nominated Director Lead Independent Director Mandatory Director Retirement Age Enhanced Director Independence 2/3 of Board Must Be Independent Minimum Director Stock Ownership Requirements Mandatory Holding Period for Stock Options Environmental Oversight Committee Ashland's market capitalization increased by 32.59% following the January announcement of the settlement.

11 Settlement of shareholder litigation included the following corporate governance Improvements: Lead Independent Director Mandatory Director Retirement Age Stock Option Provisions Stock options must be expensed No stock option plans adopted or modified without shareholder approval Stock Buy-Back No sales by key insiders, executives' during stock buy-back program Change in Control Stock option plans to require consummation of a sale or merger to trigger a change-in-control

12 Lead Independent Director Mandatory Director Retirement Age Stock Option Provisions Change in Control Provisions Sprint s market capitalization has increased by approximately % since the announcement of these reforms.

13 Settlement of shareholder litigation included the following corporate governance Improvements: Two Shareholder Nominated Directors Enhanced Director Independence 2/3 of Board Members must be Independent Separation of Chairman/CEO positions or Lead Independent Director Audit Firm Rotation Mandatory rotation of audit firm as opposed to audit partner Insider Trading Controls Prohibition on insider selling during stock buy-back program Stock Options No plan adopted without shareholder approval No plan modifications without shareholder approval Must retain 1/3 of the shares acquired via option exercise for at least 12 months

14 Two Shareholder Nominated Directors Enhanced Director Independence Audit Firm Rotation Insider Trading Controls Stock Option Provisions Hanover's market capitalization increased by approximately 30% during the year following the announcement.

15 Shareholder Litigation Settlement Included: Enhanced Director Independence Audit Firm Rotation Insider Trading Controls Stock Option Reforms Two Shareholder Nominated Directors The 2/3 most of Board striking Members provision: must be Hanover shareholders with more Independent Mandatory rotation of audit firm as than Hold Prohibition 1% 1/3 of shares company on insider acquired selling stock via during option will get to nominate two exercise opposed stock buy-back for to audit at least program partner one year independent Separation of directors Chairman/CEO to the company s slate of candidates during positions proxy or season. Lead Independent This is believed to be the first among Director publicly traded companies.

16 Settlement of shareholder litigation included the following corporate governance Improvements: Addition of Two New Independent Directors Lead Independent Director At least 70% of Board must qualify as Independent Enhanced Independence Standards Stock Ownership Directors required to hold a minimum of $75,000 worth of company stock Poison Pill Rescission of Poison Pill No New Poison Pill implemented without shareholder approval Stock Options No stock option plan implemented without prior shareholder approval Appointment of Corporate Governance Officer

17 Director Stock Ownership Requirements Two New Independent Directors Lead Independent Director Enhanced Independence Standards Rescission of Poison Pill Appointment of Corporate Governance Officer Enhanced CFO Independence TXU s market capitalization has increased by 73.68% following the announcement of these reforms.

18 By Carissa Wyant on November 30, 2006 Thursday CalPERS requests freeze on UnitedHealth CEO's options A federal court has frozen millions of dollars worth of unexercised stock options and benefits owned by William McGuire, the departing chief executive officer of UnitedHealth Group whose tenure ended over a scandal involving backdated options. U.S. District Judge James Rosenbaum made the ruling at the request of the California Public Employees Retirement System, which didn't want McGuire to dispose of those assets before lawsuits over stock option backdating were resolved. Sacramento-based CalPERS this spring withheld its votes from four UnitedHealth board members, including McGuire, over the the options issue and other executive compensation matters, but a majority of shareholders returned them to the company's board. CalPERS also had opposed the acquisition of Cypress-based PacifiCare, which had more than 100,000 HMO members in Greater Sacramento. McGuire was blocked from accessing unexercised stock options and his retirement plan pending a special review of shareholder lawsuits against McGuire and UnitedHealth Group. McGuire's last day as chief executive of UnitedHealth (NYSE: UNH) is Thursday.

19 Lead Plaintiff: CalPERS $925 Million Recovery 18 times greater than average 4X next largest backdating recovery $30 million in cash paid from CEO s own pocket Corporate Governance Reforms Shareowner Nominated Director Lead Independent Director Executive Compensation Directly Linked to Performance UNH s market capitalization tripled subsequent to the announcement of these reforms.

20 Former CEO Coughs Up Record Payout Defendants Must Dip Into Personal Funds to Settle LOS ANGELES The former CEO of one of the nation's largest health insurers agreed Wednesday to pay $30 million and to forfeit 3.7 million unexercised stock options in what likely marks the largest cash payout by an individual to settle securities fraud claims with shareholders. In July, San Diego's Coughlin Stoia Geller Rudman & Robbins negotiated an $895 million settlement with UnitedHealth in the same case. However, the company did not release McGuire or the former general counsel from liability, and the firm continued to pursue a settlement with them. The combined sum now dwarfs the monetary size of every other stock options settlement, and marks a rare instance of an individual paying cash to settle a shareholder lawsuit. Plaintiff attorneys are interested in maximizing the aggregate settlement" and not extracting payments from individuals, said John Coffee, a professor at Columbia University School of Law in New York. You could say that s a weakness, but that s the economic incentive. The settlements in the UnitedHealth securities class-action now total about $925 million, more than five times higher than the $160 million obtained by shareholders in the Brocade stock options backdating case. The $30 million payment also stands out as the largest cash payment ever made by an individual in a securities fraud suit, according to CalPERS and other lawyers. The shareholder litigation stemming from the collapse of Enron and WorldCom also led to large cash settlements with individuals. None came close to the size of McGuire's contribution. In Enron, 10 directors paid a total of $13 million. In WorldCom, former CEO Bernie Ebbers paid $5.6 million but also forfeited nearly $28 million in other assets by some estimates. In both cases, Coffee said executives had few assets by the time shareholder litigation began.

21 Settlement of shareholder litigation included the following corporate governance Improvements: Two shareholder-nominated directors The creation of a Healthcare Law Compliance Coordinator with specified qualifications and duties A requirement that the Board s Compensation Committee be comprised solely of independent directors The implementation of a compensation clawback that will automatically recover compensation improperly paid to the company s CEO or CFO in the event of a restatement The establishment of an insider trading controls committee The adoption of a political expenditure disclosure policy

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