1 Christopher Kim (Bar Nosecurities.stanford.edu/filings-documents/1026/THC02-02/...Christopher Kim (Bar No. 082080) Lisa J. Yang (Bar No. 208971) LIM RUGER & KIM, LLP 1055 West Seventh

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Christopher Kim (Bar No . 082080)Lisa J . Yang (Bar No . 208971)LIM RUGER & KIM, LLP1055 West Seventh Street , Suite 2800Los Angeles , California 90017Telephone : (213) 955-9500email : christonher .kim ai, lrklawvers .com

lisa.yan lrklawyers .com

Richard S. Schiffrin, Esq .Gregory Castaldo, Esq.Andrew L. Zivitz, Esq .SCHIFFRIN & BARROWAY, LLP280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone : (610) 667-7706

Allyn Z . Lite, Esq.Joseph J . DePalma, Esq .Susan D . Pontoriero, Esq .LITE DEPALMA GREENBERG &RIVAS, LLCTwo Gateway Center, 12"' FloorNewark, New Jersey 07102Telephone : (973) 623-300 0

Counsel for Plaintiffs

UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNI A

WESTERN DIVISION

In re : TENET HEALTHCARE

CORP. SECURITIES LITIGATION

No . CV-02-8462-RSWL (Rzx)

STIPULATION ANDAGREEMENT OF PARTIALSETTLEMENT

This Document Relates To

ALL ACTIONS .

Date :Time: 9 :00 AMJudge: The Hon. Ronald LewCourtroom: 2 1

1STIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT

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STIPULATION AND AGREEMENT OF PARTIAL SETTLEMEN T

This Stipulation and Agreement of Partial Settlement (the "Stipulatio n

dated as of January 11, 2006, is made and entered into by and among the following

parties (as defined further in Section VII herein) to the above-entitled action : (i

Lead Plaintiff (as defined below), on behalf of itself and each of the Clas ;

Members (as defined below), by and through its counsel of record in the Action

and (ii) the Tenet Defendants (as defined below), by and through their counsel o

record in the Action (collectively the "Parties") . The Stipulation is intended by the

Parties hereto to fully, finally and forever resolve, discharge and settle the

Released Claims (as defined below), upon and subject to the terms and condition :

hereof. This Partial Settlement (as defined below) does not discharge or releas{

any claims that Lead Plaintiff or the Class has against Tenet's outside auditor an(

consultant during the Class Period, non-settling Defendant KPMG, LLl

("KPMG"). The Tenet Defendants and KPMG are collectively referred tc

hereinafter as the "Defendants ."

1 . THE CLASS ACTION

On and after November 4, 2002, the following federal securities clas s

complaints were filed :

Newton v . Tenet Healthcare Corp . et al., 02-CV-06462; Abrams v.Tenet Healthcare Corp. et at., 02-CV-8545 ; James Brannon v. TenetHealthcare, Corp. et al., 02-CV-08553-RSWL ; Bernard Stern v .Tenet Healthcare, Corp. et al., 02-CV-08638 ; Harriet Goldstein v.Tenet Healthcare, Corp. et al., 02-CV-08792 ; John Rowe v. TenetHealthcare, Corp. et al., 02-CV-08726 ; Samuel I. Koenig v. TenetHealthcare, Corp. et al., 02-CV-08727 ; Phillip Sussman v . Tenet

Healthcare, Corp. et al ., 02-CV-08729 ; Howard Rose v. TenetHealthcare, Corp. et al., 02-CV-08791 ; Kathi Boggs-Shaner v . TenetHealthcare, Corp. et al., 02-CV-08805 ; Michael Atlas v . TenetHealthcare, Corp. et al., 02-CV-08835 ; Ted Poisson v. TenetHealthcare, Corp. et al ., 02-CV-08854 ; Matthew Lee Pinz v. TenetHealthcare, Corp. et al., 02-CV-08868 ; Ogi Ivanov v. Tenet

Healthcare, Corp. et al., 02-CV-08889 ; Melly Hamel v . Tenet


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Healthcare, Corp. et al., 02-CV-08890; Gilbert Aronowitz v. TenetHealthcare, Corp. et al., 02-CV-08906; Richard Wasserman v. TenetHealthcare, Corp. et al., 02-CV-09051 ; Grace Wetzel v . TenetHealthcare, Corp. et al ., 02-CV-09614 .

By an order dated January 7, 2003, the Honorable Ronald S .W. Lew,

U.S .D.J. for the Central District of California (the "Court") consolidated all of

filed cases into the matter captioned In re Tenet Healthcare Corp. Sec. Litig.

Master File No. CV 02-8462 (RSWL) (Rzx) (the "Action") . By a subsea

Order dated February 10, 2003, the Court appointed the State of New Jersey and i

Division of Investment as lead plaintiff ("Lead Plaintiff') . The Court the

appointed Schiffrin & Barroway, LLP and Lite DePalma Greenberg & Rivas, LL(

as lead plaintiffs counsel ("Lead Plaintiff's Counsel") on March 25, 2003 . By tha

same Order, the Court also appointed Lim, Ruger & Kim, LLP as liaison counse

("Liaison Counsel") .

II . PRE-TRIAL PROCEEDINGS, INVESTIGATION, AND DISCOVERY

A. The Complaints, Motions to Dismiss , Pre-Trial Proceedingsand Settlement Negotiations

Lead Plaintiff filed the first Consolidated and Amended Complaint ("CA C

on May 23, 2003 . The CAC asserted claims for alleged violations of

10(b), 20(a), and 20A of the Securities Exchange Act of 1934, and violations o

Sections 11 and 15 of the Securities Act of 1933 . The Tenet Defendants filed thei

motions to dismiss on July 25, 2003 and Lead Plaintiff filed an opposition th4

on September 24, 2003 . On September 16, 2003, while the dismissal motion

pending , Lead Plaintiff filed a motion to lift the discovery stay imposed by the

Private Securities Litigation Reform Act ("PSLRA") . The Court denied Lea(

Plaintiff' s motion on October 20, 2003, and granted the motions to dismiss in fu ll

dismissing the CAC on November 17, 2003 . By this same ruling, the Cour

granted Lead Plaintiff's request to amend the CAC.


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On January 15, 2004, Lead Plaintiff's Counsel filed a Secon d

Class Action Complaint for Violations of the Federal Securities Laws (

"SCAC") . The SCAC asserted claims under Sections 10(b), 20(a), and 20A o f

Securities Exchange Act of 1934, and violations of Sections I I and 15 of t

Securities Act of 1933 . More specifically, the SCAC alleged that the Ter

Defendants made materially false and misleading statements and omissio

concerning Tenet's business model and financial health throughout the Cla

Period. It also alleged that Tenet failed to disclose that its reported revenue grow

was solely driven by hundreds of millions of dollars of unearned "outlie

payments from Medicare . The SCAC contended the Tenet Defendants we

systematically raising their hospitals' charges, wholly unrelated to any increase

actual hospital costs to obtain unearned payments from Medicare . The SCAC al

alleged that one of Tenet's hospitals, Redding Medical Center, was performii

thousands of unnecessary cardiac procedures on healthy patients, solely to increa

revenues . The SCAC alleged further that during the Class Period, the Ter.

Defendants falsely attributed Tenet's turnaround and its glowing financial resul

to overall cost savings and improved efficiencies . In addition, the SCAC alleg(

that Defendants Barbakow and Mackey benefited from the inflated value of t l

stock when they sold Tenet common stock at artificially inflated prices .

The SCAC alleged that on November 6, 2002, Tenet issued a press re l

stating that the federal government intended to audit outlier payments to T

hospitals . The SCAC alleged that on the next day, the Tenet Defendants reve

additional information regarding the outlier scheme and announce d

Defendants Mackey and Dennis, two of its alleged architects , had been termin,

from employment with the Company . The SCAC alleged that in response to

above disclosures, Tenet's market value dropped 70% in just 10 trading days .

SCAC alleged further that after the close of the Class Period, on December 3 .


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2002, Tenet stated that it had abandoned its Medicare charging practices an d

refocusing on "actual pricing ." At that time, Tenet estimated that "actual prici

would result in a "drop [in outlier payments] from approximately $65 million

month to approximately $8 million per month," a loss of $684 million annually .

On March 1, 2004, the Tenet Defendants filed motions to dismiss the SCAC

which Lead Plaintiff opposed by Memorandum dated April 15, 2004 . By an Ordf

dated May 24, 2004, the Court denied the motions to dismiss . Beginning on Ju l

6, 2004, the Tenet Defendants answered the SCAC denying liability for all o f

claims asserted therein .

Lead Plaintiffs Counsel and the Tenet Defendants have litigated the Acti

through a substantial portion of merits discovery . They have served

exchanged written and document discovery, and depositions are currently ongoi

with a discovery cut-off date that, on December 19, 2005, the Court extended fn

December 30, 2005 to June 30, 2006 .

The Parties hereto have discussed the possibility of resolving this acti

before additional protracted litigation and trial, and as a result, have reache d

agreement embodied in this Stipulation after extended negotiations .

III. CLAIMS OF THE CLASS AND BENEFITS OF SETTLEMENT

Lead Plaintiff believes that the claims asserted in the Action have meri t

that the evidence developed to date in the Action supports the claim s

Lead Plaintiff asserts, and believes it would present supporting evidence at trial

that the Tenet Defendants issued materially false and misleading statements an(

omissions of material information conce rning Tenet, causing the price of T

securities to be artificially inflated during the Class Period and causing injur y

Lead Plaintiff and the Class Members .

Lead Plaintiff's Counsel believes that Tenet is facing many fi

pressures, including the existence of many pending civil litigations an d


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investigations, with total contingent liabilities in the hundreds of millions o

dollars, and that the Class will benefit from securing a substantial partial

now, rather than continuing to bear the risk that Tenet will be unable to fund

settlement or satisfy a judgment of equivalent size to this Partial Settlement .

addition, Lead Plaintiff's Counsel recognize that continued proceedings thre

trial and appeals would be expensive and could delay for years any recover y

the Class . Lead Plaintiffs Counsel also have taken into account the

outcome and the risk of any litigation, especially in complex actions such a s

Action, as well as the difficulties and delays inherent in such litigation .

Plaintiff's Counsel also are mindful of the inherent problems of proof and possi

defenses to the violations asserted in the Action, including the defenses asserted

the Tenet Defendants . Last, and certainly not least, the Partial Settlement allo%

Lead Plaintiff to provide a substantial recovery for the Class, and still pursue tl

Action against KPMG . All of these factors culminated in a recommendation to tl

Lead Plaintiff, itself a sophisticated institutional investor, that the proposed Part i

Settlement be accepted and presented to the Court for approval .

In light of the foregoing, Lead Plaintiff's Counsel agree with Lead Plainti

and believe that the Partial Settlement set forth in the Stipulation confe

substantial benefits upon the Class (as defined below) and Class Members .

on their evaluation, Lead Plaintiffs Counsel have determined that the P

Settlement set forth in this Stipulation is in the best interests of the Class .


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IV. THE TREATMENT OF A FAIR FUND SUBSTITUTIO N

In order to facilitate a global resolution, based upon negotiations w i

Plaintiffs' Co-Lead Counsel in the State Derivative Action, in the event that an ;

future resolution between Tenet and the SEC would include the establishment of

Fair Fund with a monetary contribution being made by Tenet, Lead Plaintiff wil

agree to allow such funds to be used by Tenet as a substitute for a portion of th

Settlement Fund, so long as they are paid into the Settlement Fund and interest i

accruing at the same rate it would accrue had no such substitution taken place. 11

the event that a Fair Fund is created and funds are deposited into the Fair Funs

before Tenet's obligation to fund the Tenet Cash Contribution arises pursuant to'

2.1 of the Stipulation, Tenet shall be permitted to transfer funds that were paid int,

the Fair Fund into the Tenet Escrow Account, in partial satisfaction of Tenet'

obligations hereunder to the extent that it is authorized by the SEC . In th

alternative, subject to authorization by the SEC, if the Tenet Cash Contribution ha

already been made before Tenet is required to deposit monies into the Fair Func

subject to receiving Court approval, Lead Plaintiff will allow the transfer of fund

from the Fair Fund into the Settlement Fund, and upon confirmation that suc .

funds have been received, will release funds to Tenet equal to the amour

transferred into the Settlement Fund from the Fair Fund. If however, no Fair Fun.

has been established by the date on which the Net Settlement Fund is t o

distributed to the Class in accordance with a Court-approved Motio n

Distribution of Settlement Fund, Tenet's ability to substitute any Fair Fund s

expire .

Lead Plaintiff also acknowledges that the Individual Defendants may see k

have their respective contributions in this Partial Settlement credited toward s

payment required in any resolution of the SEC action and shall have the s

rights as Tenet set forth in the preceding paragraph subject to SEC and C


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approval . The Parties also acknowledge that no resolution has been real

between any of the Individual Defendants and the SEC as of the date of

Stipulation .

Regardless of the date on which any substitution of funds is made, all Partie

hereto agree that the credit for the creation of the Settlement Fund described in thi

Stipulation rests entirely with Lead Plaintiff and Plaintiff's Lead Counsel .

V. THE TENET DEFENDANTS' STATEMENT AND DENIALS OFWRONGDOING AND LIABILITY

The Tenet Defendants do not admit any of the allegations of the SCAC an(

deny that they committed any violations of the federal securities laws

Notwithstanding those denials, the Tenet Defendants have concluded that it i ;

desirable and beneficial to them that the Action and any Released Claims

including Unknown Claims (as defined herein), be fully and finally settled on the

terms and conditions set forth herein. In determining to enter into the Stipulation

the Tenet Defendants have considered a number of issues, including the burde n

expense, risks, delays and uncertain outcome of any litigation .

VI. THE DERIVATIVE SETTLEMENT

Upon and subject to the terms and conditions hereto, this Stipulation i

entered into at the same time as a stipulation reflecting the settlement of the S

Derivative Action (as defined herein) (the "State Derivative Stipulation"), which i

subject to approval by the Court after notice and hearing. The Parties hereto hav

the option to terminate the Partial Settlement in its entirety pursuant to ¶ 8 .4 be

if a Final Order and Judgment in the State Derivative Action does not beca

Final as defined in ¶ IV . I .6 of the State Derivative Stipulation. If any P

exercises the option to terminate the Partial Settlement on this basis, the T

Contributions and the Insurance Contribution shall not become part of

Settlement Fund .

SSTIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT

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VII. TERMS OF STIPULATION AND AGREEMENT OF PARTIALSETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED

and among Lead Plaintiff (for itself and the Class Members), and the Ten(

Defendants, by and through their respective counsel of record, that, subject to th

approval of the Court, the Action and the Released Claims shall be finally and full

compromised, settled and released, and the Action against the Tenet Defendant

shall be dismissed with prejudice, upon and subject to the terms and conditions c

the Stipulation, as follows :

1 . Definitions

As used in the Stipulation the following terms have the meanings spec i

below :

1 .1 "Authorized Claimant" means any Class Member whose clai m

recovery has been allowed pursuant to the terms of the Plan of Allocation ,

below.

1 .2 "Claimant" means any Class Member who files a Proof of Claim i

such form and manner, and within such time , as the Court shall prescribe .

1 .3 "Claims Administrator" means The Garden City Group, Inc ("GCG") .

1 .4 "Class" means (i) all persons and entities who purchased or otherwi

acquired Tenet securities or sold Tenet put options between January 11, 2000 a

November 7, 2002 (the "Class Period"), including all persons and entities t 1

purchased or otherwise acquired Tenet notes pursuant to the Company'

Registration Statements dated 9/13/2000, 11/29/2001, and 12/6/2001, and wh

were damaged thereby (the "Class") ; and (ii) all persons and entities wh

purchased Tenet common stock contemporaneously with the Insider Tradin

Defendants' sales of Tenet stock during the Class Period (the "Subclass"

Excluded from the Class are KPMG and the Tenet Defendants, members of tl-

families of each of the Management Defendants (as named in Lead Plaintiff


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Complaint), any parent, subsidiary, affiliate, partner, officer, executive, or dir

of KPMG or any Tenet Defendant, any entity in which any such excluded e

has a controlling interest, and the legal representatives, heirs, successors,

assigns of any such excluded person or entity .

1 .5 "Class Member" or "Member of the Class" means a Person wh o

within the definition of the Class as set forth in ¶ 1 .4 above and who has

elected exclusion in accordance with the opt-out provisions of the Notice

Pendency and Proposed Partial Settlement of Class Action, defined below.

1 .6 "Class Period" means the period between January 11, 2000

November 7, 2002, inclusive .

1 .7 "Company" or "Tenet" means defendant Tenet

Corporation.

1 .8 "Effective Date" means the date by which all of the events

conditions specified in ¶ 8 .1(a)-(j) of the Stipulation have been met and

occurred .

1 .9 "Escrow Agent" means GCG, which will act as the escrow agent

{ the escrow accounts referred to herein .

1 .10 "Final" means (i) the date of final affirmance on an appeal from

Final Judgment and Order, the expiration of the time for a petition for a writ

certiorari to review the Final Judgment and Order and, if certiorari be granted ,

date of final affirmance of the Final Judgment and Order following revif

pursuant to that grant ; or (ii) the date of final dismissal of any appeal from t

Final Judgment and Order or the final dismissal of any proceeding on certiorari

review the Final Judgment and Order ; or (iii) if no appeal is filed, the expirati

date of the time for the filing or noticing of any appeal from the Final Judgme

and Order, i .e ., thirty (30) days after entry of the Final Judgment and Order (or,

the date for taking an appeal or seeking review shall be extended beyond this ti t


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by order of the Court, by operation of law or otherwise, or if such extension i

requested, the date of expiration of any extension if any appeal or review i s

sought); or (iv) if the Court enters a judgment in a form other than that

above ("Alternative Judgment") and none of the Parties hereto elect to termin

this Partial Settlement, the date that such Alternative Judgment becomes final

defined in parts (i) to (iii) above and no longer subject to appeal or review . An

proceeding or order, or any appeal or petition for a writ of certiorari pertainin

solely to any plan of allocation, application for attorneys' fees, costs or expenses i

this Action or the State Derivative Action, and/or any application for an award

Lead Plaintiff for reimbursement of reasonable time and expenses shall not in

way delay or preclude the Final Judgment and Order from becoming Final .

1 .11 "Final Judgment and Order" means the judgment to be rendere d

the Court dismissing the Action with prejudice , substantially in the form

content attached hereto as Exhibit B .

1 .12 "Final Funding Date" means three (3) calendar days after the Part i

Settlement becomes Final, as defined herein at paragraph 1 .10 and the St

Derivative Action becomes Final, as defined in ¶ IV .1 .6 of the State Derivati

Stipulation at which time Tenet shall cause Tenet's Second Cash Contribution

be paid into the Tenet Escrow Account .

1 .13 "Gross Settlement Fund" means the Settlement Fund, plus any inter e

earned thereon .

1 .14 "Individual Defendants" or "Management Defendants" mean Je

C. Barbakow ("Barbakow"), David L. Dennis, Thomas B . Mackey ("Mackey" )

Raymond L. Mathiasen, Barry P . Schochet, and Christi R. Sulzbach .

1 .15 "Individual Defendants' Contribution" means One Million do

($1 ,000 ,000) in cash contributed by Barbakow and Five Hundred Thousand d o

($500,000) in cash contributed by Mackey, which sums are the total amount be i

IISTIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT

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paid by Barbakow and Mackey in settlement of both this Action and the S

Derivative Action .

1 .16 "Insurance Carriers" means the insurers for Tenet and the Indiv i

Defendants contributing cash to the Settlement Fund, which includes W e

Fire Insurance Company, Royal Insurance Company of America, Kemper Surplu

Lines Insurance Company, Liberty Mutual Insurance Company, Starr Exces

Liability Insurance Company, and Allied World Assurance Company Ltd .

1 .17 "Insurance Contribution" means the Twenty-five Million, fly

hundred and eleven thousand, two hundred and seventy-eight dolla r

($25,511,278, 000) contributed directly by the Insurance Carriers .

1 .18 "Insurance Contribution Escrow Agreement" means the

agreement governing the interest bearing escrow account ("Insurance Contribution

Escrow Account" or "Insurance Contribution Escrow Fund") into which thf

Insurance Contribution is deposited, which is signed by Schiffrin & Barroway

LLP, Lite DePalma Greenberg & Rivas, LLC, counsel for Tenet, and GCG, an(

attached hereto as Exhibit A(2) .

1 .19 "Lead Plaintiff' means the State of New Jersey and its Division o :

Investment.

1 .20 "Lead Plaintiffs Counsel" means Schiffrin & Barroway, LL P

Lite DePalma Greenberg & Rivas, LLC .

1 .21 "Liaison Counsel" means Lim, Ruger & Kim, LLP .

1 .22 "Net Settlement Fund" means the Gross Settlement Fund, a s

herein, net of any taxes, as referred to in paragraph 3 .10, on the income thereof

and net of any funds to pay (i) the notice and administrative costs referred to ii

paragraph 2 .3, (ii) taxes and escrow fees for the Escrow Funds ; (iii) the attorneys

fees and expense award referred to in paragraph 7 .1-7.2, and (iv) any award to th e


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Lead Plaintiff for reimbursement for reasonable time and expenses , referred to i

paragraph 7.5 .

1 .23 "Partial Settlement" means the settlement embodied herei n

Lead Plaintiff on behalf of itself and the members of the Class and the T

Defendants, to which Defendant KPMG is not a party .

1 .24 "Parties" means, collectively, each of the Tenet Defendants and

Plaintiff on behalf of itself and the members of the Class .

1 .25 "Payor" means the person and/or entities from which payment i s

into any of the escrow accounts referenced herein .

1 .26 "Person" means an individual, corporation (including all division s

subsidiaries), partnership, limited partnership, association, joint stock company

estate, legal representative, trust, unincorporated association, government or an3

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

spouses, heirs, predecessors, successors, representatives, or assigns .

1 .27 "Plaintiffs' Counsel" means Lead Plaintiff's Counsel and all othe r

counsel representing Plaintiffs in any of the filed actions listed above in §I .

1 .28 "Plaintiffs" means Lead Plaintiff and each of the plaintiffs who filed

complaint in the Action .

1 .29 "Plan of Allocation" means a plan or formula of allocation o f

Settlement Fund to be prepared by Lead Plaintiffs Counsel which shal l

described in the "Notice of Pendency and Proposed Partial Settlement of Cla

Action" (the "Notice") to be sent to Class Members in connection with the Part i

Settlement whereby the Settlement Fund shall be distributed to Authoriz{

Claimants after payment of expenses of notice and administration of the Parti

Settlement, any taxes, penalties or interest or tax preparation fees owed by ti

Settlement Fund, and such attorneys' fees, costs, expenses and interest, and awa:


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to the Lead Plaintiff as reimbursement for reasonable time and expenses as may b

awarded by the Court . Any Plan of Allocation is not part of the Stipulation .

1 .30 "Preliminary Funding Date" means : ten (10) calendar days followin,

the Court's entry of the Preliminary Approval Order, substantially in the form an,

content attached hereto as Exhibit . C at which time : (i) Tenet shall pay Tenet'

First Cash Contribution into the Tenet Escrow Account and (ii) Tenet shall caus

its insurers to pay Twenty-five Million, five hundred and eleven thousand, tw ,

hundred and seventy-eight dollars ($25,511,278,000) into the

Contribution Escrow Account .

1 .31 "Released Claims" means each and every claim or Unknown Cla

whether arising under any federal, state or foreign statutory or common law or n

that has been, could have been, or could be asserted against any of the Relea :

Persons (a) in the Action or (b) in any other court, tribunal or other forum

competent jurisdiction arising out of or related, directly or indirectly, to

allegations, transactions, facts, matters or occurrences, representations

omissions involved, set forth, or referred to in the Action and that are based ux

or relate in any way to transactions in Tenet securities or options by the Cl

Members during the Class Period . Without limiting the generality of

foregoing, the term Released Claims includes, without limitation, any claim s

Unknown Claims arising out of or relating to :

(1) any or all of the acts, failures to act, omissions, misrepresentations

facts, events, matters, transactions, statements, occurrences, or oral or written

statements or representations of any Tenet Defendants that have been, could havt

been or could be directly or indirectly alleged, complained of, asserted, set forth o :

otherwise referred to in the Action ;

(2) the contents of any SEC Filing or any other government filing durinj

the Class Period by any of the Released Persons relating to Tenet securities, or thf

artificial increase of Tenet's revenue due to either over reporting of revenue fron


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outlier payments or the performance of unnecessary cardiac procedures at the

Tenet Redding facility ;

(3) any disclosure, representation or statement of any sort (oral or written

made by any of the Released Persons during the Class Period to any person o

entity, or to the public at large regarding, without limitation, Tenet's revenue fron

either outlier payments or the performance of unnecessary cardiac procedures a

the Tenet Redding facility during the Class Period, including, without limitation

any press releases and/or press reports, earnings calls, memoranda (whethe

internally or externally circulated), and presentations to analysts, creditors, rating

agencies, banks or other lenders, investment bankers, broker dealers, investmen

advisors, investment companies, bond holders, Company employees, potential an(

actual vendors or customers, potential investors and/or shareholders ;

(4) any internal and/or external accounting memoranda, reports o ;

opinions prepared by the Company or any of the Released Persons during the Clas ;

Period and related to Tenet's revenue from either outlier payments or the

performance of unnecessary cardiac procedures at the Tenet Redding facility an(

its internal controls related thereto, including, without limitation, any suet

memoranda, reports or opinions with respect to the Company's compliance wits

bank covenants, or on which any Class Member allegedly relied during the Class

Period in purchasing, or acquiring Tenet securities ;

(5) the Company's record keeping with respect to revenue from either

outlier payments or the performance of unnecessary cardiac procedures at the

Tenet Redding facility during the Class Period ;

(6) any financial statement, audited or unaudited, and any report of

opinion on any financial statement relating to the Company's revenue from outlie .

payments that was prepared or issued by the Company or any of the Release

Persons during the Class Period on which any Class Member allegedly or actual

relied during the Class Period in purchasing or acquiring Tenet Securities ;


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(7) any statements or omissions by any of the Released Persons duri

the Class Period as to quarterly or annual results of Company during the Cl

Period that refer or relate either directly or indirectly to Tenet 's reven

attributable to either outlier payments or the performance of unnecessary cardia

procedures at the Tenet Redding facility, including, without limitation, statement

or omissions in connection with earnings releases or during calls and/or meeting

with one or more analyst or investor , and statements or omissions regarding t

use, description or provision of information with respect to any GAE

measurements or with respect to Consolidated Cash Flow, Consolidated EBIT D

Adjusted EBITDA, Recurring Adjusted EBITDA, Cash Revenue, Deferre d

Revenue, or any other pro-forma or non-GAAP measurements (as defined in 1

C .F .R. Part 244.101) as those terms are described or used in SEC Filings, otht

government filings, earnings releases or in connection with calls and/o r

with analysts ;

(8) any internal accounting controls or internal audits of Company

connection with the calculation of revenue attributable to either outlier payments

the performance of unnecessary cardiac procedures at the Tenet Redding facili

during the Class Period;

(9) any purchases or sales of Tenet securities during the Class Period

any of the Released Persons ;

(10) the Company's recording of revenue attributable to either outliers o

the performance of unnecessary cardiac procedures at the Tenet Redding facilit,

during the Class Period, including any disclosure and disclosure obligation

relating thereto, during the Class Period, including, but not limited to, adoption

use and/or application of any accounting principles or standards ;

(11) any or all claims against a Released Person relating to Tenet'

recording of revenue either from outlier payments or the performance o

unnecessary cardiac procedures at the Tenet Redding facility that are based upoi

or arise out of the Released Person's (i) status as a director, officer or employee o f

16STIPULATION AND AGREE MENT OF PARTIAL SETTLEMENT

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or investor in, the Company or (ii) acts or omissions in his or her capacity as

director, officer or employee of, or investor in, the Company .

1 .32 "Released Defendants' Claims" means any an d all claims , rights

causes of action or liabilities whatsoever, whether based on federal, state, loc

statutory or common law or any other law, rule or regulation, including be

known claims and Unknown Claims, that have been or could have been asserted

the Tenet Defendants or any of them or the successors and assigns of any of the

against any of the Lead Plaintiff, Class Members or their attorneys, which arise c

of or relate in any way to the institution, prosecution, or settlement of the Acti

(except for claims to enforce the Partial Settlement) .

1 .33 "Released Persons" means each and all of the Tenet Defendants

their respective past or present directors, officers, employees, partners, principals

agents, insurers, co-insurers, reinsurers, controlling shareholders, any entity it

which the Tenet Defendants and/or any member(s) of any Tenet Defendant' ;

immediate family has or have a controlling interest, attorneys, banks, investmen

banks or investment bankers, analysts, advisors, personal or legal representatives

insurers, reinsurers, predecessors, successors, parents, subsidiaries, divisions, join

ventures, assigns, spouses, heirs, associates, related or affiliated entities, an,

members of their immediate families, or any trust of which any Tenet Defendant i ;

the trustee or settlor or which is for the benefit of any Tenet Defendant and/or

member(s) of his, her, or its family . Released Persons shall not include KPMG o :

any of its predecessors, successors, assigns, partners, principals and employees o :

any divisions or affiliates of KPMG .

1 .34 "Representative Plaintiffs" means Lead Plaintiff and Joseph Master :

("Masters") . Masters agrees with and adopts all of the representations an(

I obligations of Lead Plaintiff set forth in this Agreement .

1 .35 "Settlement Fund" means the fund coming into existence upon

Effective Date, into which the Two Hundred and Sixteen Million Fiv e

17STIPULATION AND AGREEMENT OF PARTIAL SE TTLEMENT

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Thousand Dollars ($216,500,000) in cash, comprised of (i) the funds remaining i

the Tenet Escrow Account, including accrued interest, less any amount expende,

for Notice, administrative costs, attorneys' fees and costs, any award to Lea

Plaintiff, escrow fees and taxes and (ii) the funds remaining in the Insuranc

Contribution Escrow Fund, including accrued interest, less any amount s

for taxes and escrow fees .

1 .36 "State Derivative Action" means In re Tenet Healthcare

Derivative Litigation , Lead Case No. 01098905 (Superior Court of Californi

County of Santa Barbara) .

1 .37 "Tenet Defendants" means Tenet and the Individual Defendants .

1 .38 "Tenet Escrow Agreement" means the escrow agreement governir

the interest bearing escrow account ("Tenet Escrow Account" or "Tenet Escro

Fund") into which Tenet's Cash Contributions are deposited, which is signed 1

Schiffrin & Barroway, LLP, Lite DePalma Greenberg & Rivas, LLC, Kirkland

Ellis, LLP and the Garden City Group, LLC, and attached hereto as Exhibit A(1

The Tenet Escrow Agreement and the Insurance Escrow Agreement shall t

referred to collectively as the "Escrow Agreements." The Tenet Escrow Fund shs

be referred to collectively with the Insurance Contribution Escrow Fund as t l

"Escrow Funds" .

1 .39 "Tenet 's First Cash Cont ribution" means the One-Hundred Forty-F i

Million dollars ($ 145,000 ,000) in cash contributed by Tenet on the Prelimi

Funding Date .

1 .40 "Tenet's Second Cash Contribution" means the Forty Five Milli

Nine Hundred Eighty Eight Thousand Seven Hundred Twenty Two dollars

$45,988,722 in cash, plus interest actually earned on the funds while on deposit it

any escrow account established in connection with this Stipulation or the

Stipulation entered into in connection with the State Derivative Action, which wil l


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be contributed to the Tenet Escrow Account by or on behalf of Tenet on the F i

Funding Date .

1 .41 "Unknown Claims" means any Released Claims which the

Plaintiff or any Class Member does not know or suspect to exist in his, her or i

favor at the time of the release of the Released Persons, and any Release

Defendants' Claims that any Tenet Defendant does not know or suspect to exist

his, her or its favor, which, if known by him, her or it, might have affected his, h,

or its decision(s) with respect to this Partial Settlement . Upon the Effective Dat

with respect to the Released Claims and the Released Defendants' Claims, tl

Parties hereto, on behalf of themselves, shall be deemed to have, and shall hav

expressly waived and relinquished, to the fullest extent permitted by law, t l

provisions, rights and benefits of § 1542 of the California Civil Code ,

provides as follows :

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS,WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIMOR HER MUST HAVE MATERIALLY AFFECTED HIS ORHERS SETTLEMENT WITH THE DEBTOR.

Upon the Effective Date, the Parties also waive their rights under any statute of

other jurisdiction having similar force or effect as California Civil Code 1542 .

2 . The Se ttlement Consideration

2.1 The Partial Settlement shall be funded as follows :

A. On the Preliminary Funding Date , Tenet shall pay or caus e

be paid (i) Tenet's First Cash Contribution into the Tenet Escrow Account and (i i

the Insurance Contribution into the Insurance Contribution Escrow Account .

B . Upon the Final Funding Date, as defined herein at

1 .12, Tenet shall pay or cause to be paid Tenet's Second Cash Contributio n

immediately available funds into the Tenet Escrow Account .


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C . Immediately upon the Effective Date of the Partial S

by operation of the Escrow Agreements, the amounts of the Escrow Funds

including any accrued interest remaining after the payment of any taxes, costs o :

expenses shall be transferred to the Claims Administrator to fund the Settleme n

Fund .

2 .2 Tenet and the Individual Defendants acknowledge that paymen t

Tenet's First and Second Cash Contributions and the Insurance Contribution i

the Tenet Escrow Account and the Insurance Contribution Escrow Accol

respectively, and the trusts created thereby, are irrevocable, subject only to

conditions set forth in ¶¶ 3 .11, 8.1 (a)-(i), 8 .3-8 .5, and 8.9 herein, and the conditi,

of the Escrow Agreements .

2 .3 One Million dollars ($1,000,000) of Tenet's First Cash Contribut i

shall be allocated for the express purpose of providing notice of the Part i

Settlement in this Action and to administer the Tenet Escrow Account and

Settlement Fund (the "Notice and Administration Fund"), pursuant to the term s

the Preliminary Approval Order entered in this Action . This amount will b

I transferred from the Tenet Escrow Account to GCG to establish the Notic e

Administration Fund immediately following the Preliminary Funding Date .

portion of the Notice and Administration Fund which is not required for t

payment of Notice costs and to administer the Tenet Escrow Account and t

Settlement Fund will be retu rned to the Gross Settlement Fund after the Effecti

Date by GCG. Any notice and administrative costs in excess of One Milli

dollars ($ 1,000,000) shall be paid following the Effective Date from the Grc

Settlement Fund upon Lead Plaintiff's Counsel ' s approval . If any of the conditi c


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of ¶ 8 .1(a)-(i) do not occur or the Partial Settlement is terminated for an y

the provision set forth in ¶ 3 .11 shall apply .

2.4 Lead Plaintiff and Tenet acknowledge that an important benefit i

being provided to both the Class and Tenet because of the corporate govem<

reforms described in detail below that Tenet has enacted since the inception of

in consideration for this Action and the State Derivative Action . The changes k

resulted in Tenet being rated by various institutional rating entities as among

best in America for corporate governance . Tenet agrees that the corpc

governance procedures detailed below will continue and will not be modi

except upon approval of a majority of the Corporate Governance Committee a n

a majority of Tenet's independent board members and/or a majority vote

Tenet's shareholders, or as otherwise required by law. Of particular note, TE

has established a special independent review committee (Quality, Compliance ~

Ethics Committee) focused on compliance with ethical, legal, and regulatory issu e

specialized to the healthcare community with the power to investigate such i s

In addition, Tenet has agreed to revise its insider trading policy such that

employee covered by the policy will be required to undergo thorough training wi

respect to the policy . Such training will include an overview of the rules ai

regulations concerning insider trading and an explanation of the consequences ft

not following the policy, including disciplinary action up to and includin

discharge. Tenet has agreed further to disseminate the new policy to covere

employees within six months of settlement and initiate a training program withi

that time frame. The other corporate governance reforms Tenet has enacted sinc

the inception of and in part in consideration for this Action are as follows :

(a) Require that 2/3 of Tenet 's directors be independent

requires only a simple majority) (8 out of 9 Tenet director s

currently independent)

21STIPULATION AND AGREEMENT OF PARTIAL SETTLE MENT

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(b) Adopted NYSE independence standards ;

(c) Require committees, including the corporate governance

committee, to be composed solely of independent directors ;

(d) Limit service of board members on other boards/committees ;

(e) Prohibit interlocking directorships ;

(f) Separated CEO and Chairman positions ;

(g) Require annual performance review of Board and committees ;

(h) Require directors to attend 75% of Board and committee

meetings and expect 100% attendance ;

(i) Require directors to attend one educational program once every

two years ;

(j) Expect directors to attend annual shareholder meeting ;

(k) Adopted and publish Corporate Governance Principles on

Tenet's website ;

(1) Adopt and published committee charters to reflect NYSE listing

standards;

(m) Obtained shareholder approval to declassify Board ;

(n) Expensing stock options ;

(o) Created a lead independent director position in the event that

the Chairman position is ever held by a member o f

management;

(p) Impose stock ownership guidelines on executives and

for directors ;

(q) Require CEO succession plan ;

(r) Imposed stock retention guidelines upon exercise of

and vesting of restricted stock units ;

(s) Changed fiscal year-end to December 31 ;


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(t) Established means for shareholders' communication with the

Board ; and

(u) Require directors to visit Company hospitals .

2 .5 Tenet warrants that, as of the date of this Stipulation, it i s

insolvent, nor will payment of its portion of the Partial Settlement render T

insolvent within the meaning of and/or for the purposes of the United S

Bankruptcy Code .

2 .6 In the event any case is commenced pursuant to either Chapter 7

Chapter 11 of the Bankruptcy Code in which Tenet is the debtor, whether any

proceeding is commenced voluntarily or involuntarily (the "Bankn

Proceeding"), Tenet will not contend that there was no consideration provide d

any portion of the Tenet's First Cash Contribution or Tenet's Second C

Contribution paid by Tenet, any insurance carrier or any other defendant,

upon Tenet's failure to admit liability or wrongdoing in connection wit h

Plaintiff's claims against Tenet . In the event a Bankruptcy Proceeding i

commenced, Tenet agrees to take action to consummate the terms of the Partia

Settlement, including but not limited to consenting to relief from or modification o

the automatic stay provisions of the Bankruptcy Code (11 U.S .C. § 362).

addition , if a case is commenced with respect to Tenet under the Bankruptcy Coy

or a trustee , receiver or conservator is appointed under any similar law, and in I

event of the entry of a final order of a cou rt of competent jurisdiction determini

the payment of the Escrow Funds or the Se ttlement Fund in whole or in part a

any accrued interest, or any portion thereof, to be a preference, voidable transfer

fraudulent transfer or similar transaction, and that any of these findings preclude

payment of the Escrow Funds or the Settlement Fund, then, at the election of Leac

Plaintiff's Counsel, the Parties hereto shall jointly move the Court to vacate an d

aside both the releases given to the Tenet Defendants and the Final Judgment


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Order entered in favor of the Tenet Defendants pursuant to this Partial Settlemen

In addition, this Stipulation and the Partial Settlement shall be null and void, an

the Parties hereto shall be restored to their respective positions in the litigati o

immediately prior to the execution of this Stipulation.

2 .7 Lead Plaintiff acknowledges and agrees that as part of this Partin

Settlement, the Tenet Defendants shall retain all right, title and interest to an

insurance monies available to cover the claims which have been asserted in t h

Action and/or are the subject of this Partial Settlement, which have not been pai

as part of this Partial Settlement . Lead Plaintiff and its counsel agree to reasonabl

cooperate with any of the Tenet Defendants in the event any Tenet Defendar

becomes engaged in any coverage dispute with a carrier over this litigation .

3 . Administration of the Escrow Accounts and Settlement Fun d

(a) The Escrow Agreements shall contain the following provision ;

among other things as set forth in ¶¶ 3 .1-3 .5 :

3 .1 It is understood and agreed to by the Parties hereto that each Escroi

Agreement shall also constitute an irrevocable trust subject only to the terms c

that Escrow Agreement or this Stipulation .

3 .2 Each Escrow Agreement and the trusts thereby created are irrevoca

and cannot be altered, amended, revoked or terminated, in whole or in part, b y

Payors or any other person, except as set forth in the Escrow Agreement o r

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3 .3 It is further understood and agreed to by Tenet and the Insuran c

Carriers, as to their respective Escrow Accounts, and Lead Plaintiff, that a securi

interest in each Escrow Account (the "Collateral") is granted in favor of Le ,

Plaintiff, on behalf of the Class .


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3 .4 The Lead Plaintiff, on behalf of the Class, as a secured party, i

deemed to have possession of the Collateral under the Uniform Commercial Cod

inasmuch as the Collateral is held by GCG as escrow agent and a bailee .

3 .5 By the execution of the Escrow Agreements, Tenet and the Insuran

Carriers, as to their respective Escrow Accounts, and Lead Plaintiff, agree tY

each Escrow Agreement will contain a provision whereby GCG acknowledges

holds possession of the Collateral for Lead Plaintiff's benefit, on behalf of t

Class, as a secured party, subject to the provisions of this Stipulation, includ i

Section 2 .6 above .

(b) The Escrow Agen t

3 .6 GCG shall invest the Escrow Funds and the Settlement Fund i

instruments backed by the full faith and credit of the United States Governmen t

fully insured by the United States Government or an agency thereof and shal

reinvest the proceeds of these instruments as they mature in similar instruments a

the current market rates. All interest accruing on the Escrow Funds and

Settlement Fund and any funds generated by investment of the Escrow Funds

the Settlement Fund shall be for the benefit of the Class .

3 .7 GCG shall not disburse the Escrow Funds or the Settlement

except as provided in the Stipulation, the Escrow Agreements, by an order of tl

Court (consistent with the terms of the Stipulation), or upon the written authori

of Lead Plaintiff's Counsel after the Effective Date if in conformity with t l

Stipulation and any order of the Court .

3 .8 Subject to such further order and direction by the Court as may

necessary, GCG is authorized to execute such transactions on behalf of the C 1

Members as are consistent with the terms of the Stipulation and th e

Agreements .


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3 .9 All funds held by GCG (Trustee) pursuant to the Escrow Agreement

shall be deemed and considered to be in the custody of the Court, and shall remaii

subject to the jurisdiction of the Court, until such time as such funds shall bE

distributed pursuant to the Stipulation, the Escrow Agreements and/or further

order(s) of the Court consistent with the terms of the Stipulation or returned to th(

Payors consistent with the terms of this Stipulation and the Escrow Agreements

GCG's (Trustee's) acceptance and administration of the Escrow Funds and thf

Settlement Fund shall constitute its submission to the jurisdiction of the Court f o

the purposes of carrying out the Escrow Agreements .

(c) Taxes

3 .10 (a) The Parties hereto and GCG agree to treat the Escro w

and the Settlement Funds as being at all times a "qualified settlement fund" withi

the meaning of Treas . Reg. Section 1 .468B-1 . In addition, GCG and, as requires

the Tenet Defendants and the Insurance Carriers shall jointly and timely make tli

"relation-back election" (as defined in Treas . Reg. Section 1 .468B-1) back to th

earliest permitted date . Such election shall be made in compliance with

procedures and requirements contained in such regulations . It shall be

responsibility of GCG to timely and properly prepare , and deliver the neces

documentation for signature by all necessary pa rties, and therea fter to cause

appropriate filing to occur .

(b) For the purposes of Section 468B of the Internal Revenue Cc

of 1986, and Treas. Reg. Section 1 .468B, the "administrator" shall be GCG . G(

shall timely and properly file all informational and other tax returns necessar y

advisable with respect to the Escrow Funds or the Settlement Fund (including

without limitation, the returns described in Treas . Reg. Section 1 .468B-2(l)) . Sucl

returns (as well as the election described in ¶ 3 .10(a)) shall be consistent with this

3 .10 and in all events shall reflect that all taxes (including any estimated taxe s


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interest or penalties) on the income earned by the Escrow Funds or the Settlemel

Fund shall be paid out of the Escrow Funds or the Settlement Fund as provided i n

3 .10(c) hereof.

(c) All (i) taxes (including any estimated taxes, interest or penaltie s

arising with respect to the income earned ("Taxes"), and (ii) expenses and cost :

incurred in connection with the operation and implementation of this ¶ 3 .1(

(including, without limitation, expenses of tax attorneys and/or accountants anc

mailing and distribution costs and expenses relating to filing (or failing to file) thf

returns described in this ¶ 3 .10) ("Tax Expenses"), shall be paid out of the escrow

account for which the accrual of interest necessitates the payment of taxes, namely

the Tenet Escrow Account or the Insurance Contribution Escrow Account, if the

payment of taxes is necessary before the Effective Date, or from the Settlement'

Fund if payment of taxes is due after the Effective Date ; in all events the Release(

Persons shall not have any liability or responsibility for the Taxes, the Tay

Expenses, or the filing of any tax returns or other documents with the Interns

Revenue Service or any other state or local taxing authority . GCG shall indemnify

and hold the Released Persons harmless 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 o :

administration of the Partial Settlement and shall be timely paid by GCG out o:

the escrow account for which the accrual of interest necessitates the payment o :

taxes without prior order from the Court, and GCG shall be obligates

(notwithstanding anything herein to the contrary) to withhold from distribution t c

Authorized Claimants any funds necessary to pay such amounts (as well as at

amounts that may be required to be withheld under Treas . Reg. Section 1 .468]

2(1)(2)) ; the Released Persons are not responsible and shall have no liabil i

therefor, or for any reporting requirements that may relate thereto . The P


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hereto agree to cooperate with GCG, each other, and their tax attorney s

accountants to the extent reasonably necessary to carry out the provisions of thi s

3 .10.

(d) Termination

3 .11 In the event that any conditions to the Effective Date, excludin g

8 .1(j), are not met, or the Stipulation is not approved, or is otherwise terminated fo :

any reason, including without limitation, pursuant to ¶¶ 2 .6, 8 .3-8 .5 and 8 .9, above

Counsel for any of the Parties shall have thirty (30) calendar days from any sucl

event within which to give written notice of termination of this Stipulation to GCC

and the other Parties. Within five (5) business days after written notification o

such event is sent by counsel for any one of the Tenet Defendants or Lea(

Plaintiffs Counsel to GCG, and upon notice to and verification from each an(

every Party which has not requested termination, the following events shall occur :

(a) The Tenet Escrow Fund (including accrued inte

notwithstanding the last sentence of ¶ 2.6), less expenses and escrow fees and

costs which have been incurred for notice and administration of the proposc

Partial Settlement pursuant to ¶ 2 .3 herein (whether paid or owed), and less ar

Taxes or Tax Expenses paid or owed pursuant to ¶ 3 .10 herein, shall be refund(

by GCG to Tenet. In such event, any tax refund owing to the Tenet Escro

Account shall also be refunded and paid to Tenet . At the request of Tenet, GCG i

its designee shall apply for any such refund and pay the proceeds, less the cost o

obtaining the tax refund, to Tenet ;

(b) the Insurance Contribution (including accrued intere

notwithstanding the last sentence of ¶ 2.6), less escrow fees and any Taxes or T

Expenses paid or owed pursuant to 13 . 10 herein, shall be refunded by GCG to

Insurance Carriers. In such event, any tax refund owing to the Insura

Contribution Escrow Account shall also be refunded and paid to the Insur a


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Settlement

Carriers . At the request of the Insurance Carriers, GCG or its designee shal l

for any such refund and pay the proceeds, less the cost of obtaining the tax refun d

to Insurance Carriers ;

(c) all Parties shall be restored to their respective positions prio r

the execution of this Stipulation .

4. Notice Order and Settlement Hearin g

4.1 Promptly after execution of the Stipulation , but in no event later

twenty (20) business days after the Stipulation is signed (unless such time i

extended by the written agreement of Lead Plaintiff's Counsel and counsel ft

Tenet), the Parties hereto shall submit the Stipulation together with its Exhibits t

the Court and shall jointly apply for entry of an order (the "Preliminary Approv,,

Order") substantially in the form and content of Exhibit C hereto, requesting th

preliminary approval of the Partial Settlement set forth in the Stipulation an

approval for the mailing and publication of a Notice, substantially in the form an

content of Exhibits 1 and 3 respectively to Exhibit C hereto, which shall includ

the general terms of the Partial Settlement set forth in the Stipulation, the propose

Plan of Allocation, the general terms of the Attorney Fee and Expense Applicatio

(as defined in ¶ 7 .1), the general terms of the application for an award to Lea

Plaintiff for reimbursement for reasonable time and expense (as defined in ¶ 7 .5

and the date of the Settlement Hearing (as defined below in ¶ 4 .2). Tenet, withi

three (3) business days following the Preliminary Approval Order, shall provide b

the Claims Administrator Tenet's transfer records showing names and addresses o

record transferees of Tenet securities during the Class Period for the purpose o

giving the best notice practicable to Class Members .

4.2 The Parties shall request that the following schedule be applied in the

Preliminary Approval Order:


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(a) Not later than fourteen (14) calendar days following the entr y

the Preliminary Approval Order (the "Notice Date"), Lead Counsel shall cause

copy of the Notice and the Proof of Claim, substantially in the forms annexed

Exhibits C-1 and C-2, to be mailed by first class mail to all Class Members w

I can be identified with reasonable effort. With respect to potential Class

who are plaintiffs in pending litigation against any Released Party involvin g

Released Claims, Tenet shall provide to GCG and Lead Plaintiff's Counse l

names and address of all such potential Class Members and their legal cou.

within ten (10) calendar days following the execution of this Stipulation fo r

purpose of allowing GCG to send the Notice to such potential Class Member s

legal counsel;

(b) Not later than ten (10) calendar days following the Notice Da

Lead Counsel shall cause the Summary Notice to be published once in The Wal

Street Journal ;

(c) All Persons who seek to request exclusion from the Part i

Settlement must submit their requests for exclusion in the manner described i n

Notice within fifty (50) calendar days of the Notice Date ;

(d) All Persons who seek to object to the Partial Settlement ,

Plan of Allocation, the application for attorneys' fees and reimbursement o

expenses, or the request for an award of reimbursement of time and expenses fo

the Lead Plaintiff submit their objection in the manner described in the Notice

within fifty (50) calendar days of the Notice Date ;

(e) A ll papers in support of the Partial Settlement, the Plan

I Allocation, and the application by Lead Plaintiff's Counsel, or any other attorne y

for attorneys' fees, reimbursement of expenses or for an award for Lead Plaint i

for reimbursement of reasonable time and expenses shall be filed and served

(7) calendar days before the Settlement Hearing .


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4 .3 The Parties hereto shall request that, after Notice is given to the Clas s

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

Partial Settlement as set forth herein . At or after the Settlement Hearing, Le a

Plaintiffs Counsel also will request that the Court approve the proposed Pla n

Allocation, Attorney Fee and Expense Application (as defined below), an d

award to the Lead Plaintiff for reimbursement of reasonable time and expenses .

5 . Releases

5 .1 Upon the Effective Date, the Lead Plaintiff shall release , relinq

and discharge, and each of the Class Members, including Class Members who

also plaintiffs in pending litigation against any of the Released Parties invo h

any of the Released Claims, except those Class Members who have excluc

themselves from the Partial Settlement in accordance with the requirements

forth in the Notice, shall be deemed to have, and by operation of the Fi

Judgment and Order shall have, fully, finally, and forever released, relinquisi

and discharged all Released Claims (including "Unknown Claims") against e,

and all of the Released Persons, whether or not such Class Member executes ,

delivers the Proof of Claim and Release .

5 .2 Upon the Effective Date, each of the Tenet Defendants shal l

deemed to have, and by operation of the Final Judgment and Order shall h a

fully, finally, and forever released , relinquished and discharged the Lead Plaint i

the Class Members, and Plaintiffs' Counsel from the Released Defendants' Claims .

5.3 Upon the Effective Date, the Lead Plaintiff, the Class Members, a

Plaintiffs' Counsel shall be deemed to have, and by operation of the Fii

Judgment and Order shall have, fully, finally, and forever released, relinquish

and discharged the Released Persons from all claims (including "Unkno,

Claims"), arising out of, relating to, or in connection with the defense, or resoluti

of the Action or the Released Claims .

3]STIPULATION AND AGREEMENT OF PARTIAL SE TTLEMENT

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5.4 Except as otherwise expressly provided for in this Stipulation ,

Parties hereto shall each bear their own respective attorneys' fees, expense s

costs incurred in connection with the conduct and settlement of the Action, an d

preparation, implementation and performance of the terms of this Stipul e

Tenet agrees that nothing in this paragraph limits or otherwise affects

indemnification rights the Individual Defendants may have against Tenet .

5 .5 Only those Class Members filing valid and timely Proofs of Clai m

Release forms shall be entitled to participate in the Partial Settlement an d

any distributions from the Settlement Fund . The Proofs of Claim and Release to

executed by the Class Members shall release all Released Claims against

Released Persons, and shall be substantially in the form and content of Exhibit 2

Exhibit C hereto. All Class Members shall be bound by the releases set fo :

therein whether or not they submit a valid and timely Proof of Claim and Release .

5 .6 Upon the Effective Date, the pertinent provisions of the Pr i

Securities Litigation Reform Act of 1995 ("PSLRA") relating to se tt ler

discharge (15 U.S.C. § 78u-4(f)(7)(A&B)) will apply to this Partial Settlement ,

pursuant thereto, and pursuant to the Parties' agreement, the Final Judgment

Order wi ll provide that (i) any person (as that term is defined in the PSLRA) i

permanently barred, enjoined, and restrained from commencing, prosecuting, o :

asserting any claim against any of the Released Persons arising under state, federa l

bankruptcy or common law, for equitable, partial, comparative, o r

contribution, subrogation, and/or indemnity, however denominated, and arising c

of or relating in any way to the Released Claims ; and (ii) each and every Releas

Person is permanently barred, enjoined, and restrained from commenc i

prosecuting, or asserting any claim against any person (as that term is defined it

the PSLRA) or entity (including any other Released Person) arising under state

federal, bankruptcy or common law, for equitable, partial, comparative, o


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complete contribution, subrogation, and/or indemnity, however denominated,

arising out of or relating in any way to the Released Claims . All such claims

hereby extinguished, discharged, satisfied, and unenforceable .

6. Administration and Calculation of Claims, Final Awards andSupervision and Distribution of Settlement Fund

6.1 Lead Plaintiff's Counsel, or their authorized agents, acting on

of the Class, and subject to the supervision, direction and approval of th e

sha ll administer and calculate the claims submitted by Class Members and

oversee distribution of that po rtion of the Settlement Fund that is finally aw

by the Court to Authorized Claimants .

6.2 Following the Effective Date, the Settlement Fund shall be applie d

follows :

(a) to pay all unpaid costs and expenses reasonably and actuall

incurred in connection with providing notice to the Class Members including

locating Class Members, soliciting Class claims, assisting with the filing of claim ;

administering and distributing the Settlement Fund to the Class, processing Prool

of Claim and Release and paying escrow fees and costs, if any ;

(b) to pay Taxes and Tax Expenses;

(c) to pay any award of attorneys' fees, expenses and costs, wit

interest thereon (the "Attorney Fee and Expense Award"), if and to the exter

allowed by the Court and to the extent not already paid from the Tenet Escro`

Account;

(d) to pay any award to the Lead Plaintiff as reimbursemen t

reasonable time and expenses and to the extent not already paid from the T

Escrow Account ;

(e) to distribute the Net Settlement Fund to Authorized Clai

as allowed by the Stipulation, the Plan of Allocation or the Court .


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6.3 After the Effective Date and subject to such further approval

further order(s) of the Court as may be required, the Net Settlement Fund shal l

distributed to Authorized Claimants, subject to and in accordance wit h

following :

(a) Within one hundred twenty (120) days after the mailing o f

Notice or such other time as may be set by the Court, each Person claiming to

an Authorized Claimant shall be required to submit to the Claims Administrator

separate completed Proof of Claim and Release as attached to the Notice ,

substantially in the form and content of Exhibit 2 to Exhibit C hereto, supporte d

such documents as specified in the Proof of Claim and Release and a s

reasonably available to the Authorized Claimant.

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

who fail to timely submit a valid Proof of Claim and Release within such period,

such other period as may be ordered by the Court, or who have not already dc

so, shall be forever barred from receiving any payments of money pursuant to 1

Stipulation and the Partial Settlement set forth herein, but will in all other respe

be subject to and bound by the provisions of the Stipulation, the Partial Settleml

and releases contained herein , and the Final Judgment and Order .

(c) The Net Settlement Fund shall be distributed to the A u

Claimants in accordance with and subject to the Plan of Allocation to be describ

in the Notice mailed to Class Members. The proposed Plan of Allocation shal l

be a part of the Stipulation .

6.4 After the Effective Date , the Released Persons or their counsel shal

have no responsibility for, dominion or interest in, or liability whatsoever wi

respect to: (a) the Gross Settlement Fund ; (b) the investment or distribution of tl

Settlement Fund ; (c) the Plan of Allocation ; (d) the determination or administratic

of taxes; or (e) any losses incurred in connection with (b), (c) or (d) . No Persc


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shall have any claim of any kind against the Released Persons or their counsel witl

respect to the matters set forth in this paragraph 6 or any of its subparagraphs .

6.5 No Person shall have any claim against the Plaintiffs or their counse

(including Lead Plaintiff's Counsel), or any claims administrator, or other agen

designated by Lead Plaintiff's Counsel based on the distributions mad(

substantially in accordance with the Stipulation and the Partial Settlemen

contained herein, the Plan of Allocation or further orders of the Court .

6.6 It is understood and agreed by the Parties hereto that any propose(

Plan of Allocation of the Net Settlement Fund, including, without limitation, ani,

adjustments to an Authorized Claimant's claim set forth therein, is not a part of the

Stipulation and is to be considered by the Court separately from the Court' ;

consideration of the fairness, reasonableness and adequacy of the Parti

Settlement set forth in this Stipulation, and any order or proceedings relating to t i

Plan of Allocation shall not operate to terminate or cancel the Stipulation o r

the finality of the Court's Final Judgment and Order approving the Stipulation a

the Partial Settlement set forth herein, including, but not limited to, the relea

discharge, and relinquishment of the Released Claims against the Relea s

Persons, or any other orders entered pursuant to the Stipulation.

7. Awards for Fees, Time and Reimbursement of Expense s

7.1 Lead Plaintiff's Counsel will submit an application or applications

an order (the "Attorney Fee and Expense Application") approving payments to

made for: (i) an award of attorneys' fees based on the total benefit provided to

Class of $216,500,000 in cash plus interest accruing at the same rate as earne d

the Class and the corporate governance provisions described herein at ¶ 2 .4;

(ii) reimbursement of all expenses and costs, including the fees of any experts

consultants, incurred in connection with prosecuting the Class Action plus inte r


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on expenses accruing at the same rate as earned by the Class, as may be a

by the Court .

7 .2 The attorneys ' fees , expenses and costs , including the fees o f

and consultants , as awarded by the Court (the "Attorney Fee and

Award"), shall be transferred to Lead Plaintiffs Counsel from the Tenet E

Account within three (3) calendar days of the entry of the Final Judgmen t

Order, irrespective of the existence of any objections to any aspect of the Partia

Settlement or the State Derivative Settlement . Lead Plaintiff's Counsel shal

thereafter allocate the Attorney Fee and Expense Award among Plaintiffs' Counse

in a manner in which Lead Plaintiff's Counsel in good faith believe reflects thf

contributions of such counsel to the prosecution and settlement of the Action

provided, however, that in the event that the Final Judgment and Order in thi ;

Action, the Final Judgment and Order in the State Derivative Action, or the Orde:

making the Attorney Fee and Expense Award is reversed or modified on appeal

and in the event that the Attorney Fee and Expense Award has been paid to an,)

extent, then Plaintiffs' Counsel shall within five (5) business days from any sucl

reversal or modification, refund to the Tenet Escrow Account the fees, expense s

costs and interest previously paid to them, including accrued interest on any st

amount at the average rate earned by the Tenet Escrow Account from the tim e

withdrawal until the date of refund . Each such Plaintiffs' Counsel's law firm, a s

condition of receiving any portion of such fees and expenses, on behalf of itsel

and each partner and/or shareholder of it, agrees that the law firm and each of i t

partners and/or shareholders are subject to the jurisdiction of the Court for

purpose of enforcing this ¶ 7 .2 of the Stipulation . Each such Plaintiffs' Counsel'

law firm, as a condition of receiving any portion of such fees and expenses, o

behalf of itself and each partner and/or shareholder of it, agrees that the law

and each of its partners and/or shareholders shall be jointly and severally l i

36STIPULATION AND AGREEMENT OF PARTIAL, SETTLEMENT

G :1TenetHealthcareCorporation


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with each other Plaintiffs' Counsel's law firm and each of its partners/and

shareholders that received any part of the Attorney Fee and Expense Award for

refund to the Tenet Escrow Account of the fees, expenses, costs and inter

previously paid to them from the Tenet Escrow Account, including accrued inter

on any such amount at the average rate earned by the Tenet Escrow Account ft

the time of withdrawal until the date of refund . The repayment obligation of

Plaintiff's Counsel referred to in this ¶ 7 .2 shall be evidenced by a sep

undertaking (the "Undertaking") . The Undertaking shall be signed by each fir

and each individual subject to potential repayment and shall not be filed with tl

Court unless Lead Plaintiff's Counsel or Plaintiffs' Counsel fails to comply wi

any obligation thereunder. Under such circumstances, the Undertaking will I

filed under seal . The undertaking shall require each individual subject to potenti

repayment to submit to the jurisdiction of the Court, waive any defense of lack,

personal jurisdiction, and agree to summary enforcement of any repayme

obligation .

7.3 The Released Persons shall have no responsibility for, and no liabil i

whatsoever with respect to, any payment to Lead Plaintiffs Counsel o r

Plaintiffs' Counsel from the Tenet Escrow Account .

7.4 The Released Persons shall have no responsibility for, and no liabili

whatsoever with respect to, the allocation of the Attorney Fee and Expense A

among Plaintiffs' Counsel, or any other Person who may assert some clai m

or any Attorney Fee and Expense Awards that the Court may make in the Action .

7 .5 Lead Plaintiff's Counsel shall apply to the Court for an award

compensate the Lead Plaintiff for time and expenses dedicated to the litigation o

the Action to be paid from the Gross Settlement. Any such award shall be paid t(

the Lead Plaintiff according to the terms set forth above in ¶ 7 .2 . The Tene

Defendants shall take no position as to this application .


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7.6 The procedure for and the allowance or disallowance by the Court o

the Attorney Fee and Expense Application and the request for an award to the Le

Plaintiff for reimbursement of reasonable time and expense are not part of t

Partial Settlement set forth in the Stipulation, and are to be considered by the Co

separately from the Court's consideration of the fairness, reasonableness a

adequacy of the Partial Settlement set forth in the Stipulation. Any order

proceedings relating to these applications, or any appeal from any order relati

thereto, shall not operate to terminate or cancel the Stipulation, or affect or de l

the finality of the Releases or the Final Judgment and Order approving

Stipulation and the Partial Settlement of the Action set forth herein .

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

8 .1 The Effective Date of the Stipulation shall be conditioned o n

occurrence of all of the following events :

(a) the Tenet board of directors has approved this Stipulatio n

executed.

(b) Tenet has caused to be paid the sums into the interes t

Escrow Accounts as required in ¶ 2, above ;

(c) Tenet's Insurance Carriers have approved the Stipulation wi

fifteen (15) business days after execution of the Stipulation or in the event I

have not, subsection (b) has still occurred ;

(d) the Court has entered the Preliminary Approval Order

required by ¶¶ 2 .1 and 4 . 1, above ;

(e) the period provided for in ¶ 8 .25 has expired without L

Plaintiff exercising the option to terminate this Partial Settlement based upon

terms of the Stipulation in the State Derivative Action, and the period provided

in ¶ 8 .3 has expired without any Party exercising the option to terminate this Pa i


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Settlement based on a failure of either court to grant preliminary approval i n

time set forth below in ¶ 8 .3 ;

(f) the Court has entered the Final Judgment and Order, or

judgment substantially in the form and content of Exhibit B ;

(g) the Final Judgment and Order has become Final, as defined i n

1 1 .12, above ;

(h) Counsel for any of the Tenet Defendants has not given notice o

intent to exercise the option to terminate the Stipulation and Partial Settlement ii

accordance with the terms of the Supplemental Agreement described in ¶ 8 . 1.

below ;

(i) the thirty (30) calendar day period provided for in ¶ 8 .4 ha

expired without any Party exercising the option to terminate this Partial Settlemen

based on a failure of the Final Judgment and Order in the State Derivative Actiol

to become Final, as defined in ¶ IV . 1 .6 of the State Derivative Stipulation ;

(j) written notice of the occurrence of the events described in (a)

(i) is provided by Lead Plaintiff's Counsel to all Parties, all Parties have consente,

that the Effective Date has occurred, and notice of such Effective Date is the

provided by Lead Plaintiffs Counsel . All Parties shall respond to such notic

within two (2) business days of receiving written notice from Lead Plaintiff'

Counsel ("Two-Day Notice Period") . The failure to respond within the Two-Da

Notice Period shall be consent that the Effective Date has occurred . Following th

Two-Day Notice Period, Lead Plaintiff's Counsel shall provide written notice to a]

Parties that the Effective Date has occurred .

8.2 Upon the occurrence of all of the events referenced in ¶ 8 .1 above,

and all remaining interest or right of the Payor(s) to the Escrow Funds or t

Settlement Fund shall be absolutely and forever extinguished . Upon the Effecti

Date, the Escrow Agreements shall not govern the Escrow Funds and GCG sh


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take possession of the Settlement Fund in its capacity as Claims Admini

under the terms set forth in the Escrow Agreements .

8 .25 Lead Plaintiff shall have three (3) business days upon receiving

executed version of the Stipulation in the State Derivative Action to review a

approve of the terms therein . In the event that Lead Plaintiff does not prov i

written notice of its intention to terminate this Partial Settlement based upon i

review of the Stipulation in the State Derivative Action within this time period, th i

option to terminate shall expire .

8.3 The Parties hereto have agreed that if the courts do not

preliminary approval in this Action and in the State Derivative Action on or befor

March 1, 2006, then any of the Parties hereto shall have the right to terminate th

Partial Settlement on notice on or before March 31, 2006, unless this time period i

extended by the Parties in writing before March 31, 2006 . Such notice must be ii

writing and served on all Parties hereto on or before March 31, 2006, unless thi

time period is extended by the Parties in writing before March 31, 2006.

8.4 The Parties hereto have agreed that if a Final Order and Judgment

the State Derivative Action does not become "Final" as defined in ¶ IV . 1 .6 of th+

State Derivative Stipulation, including but not limited to the termination under an;

provision of the State Derivative Stipulation, then any of the Parties hereto shal

have the right to terminate the Partial Settlement on notice within thirty (30

calendar days of any event preventing the State Derivative Settlement fron

becoming Final . Such notice must be in writing and served on all Parties heret+

within the thirty (30) calendar days specified in this ¶ 8 .4.

8.5 If any of the conditions specified in ¶ 8 .1(a)-(i), above, are not

then counsel for any of the Parties shall have the right to terminate the Part i

Settlement and this Stipulation by providing written notice of their election to

so to all other Parties hereto within thirty (30) calendar days of th e


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preventing the Effective Date from occurring. The failure to provide notice of

Effective Date as provided in ¶ 8 .1(x) shall not operate to terminate the Part i

Settlement. The procedure for termination is provided for in ¶ 3 .11 .

8 .6 Neither a modification nor a reversal on appeal of (i) any Plan

Allocation; (ii) any amount of attorneys' fees, costs, expenses and interest awarde

by the Court to any of the Plaintiffs' Counsel in this Action or the State Derivativ

Action; or (iii) of any amount awarded to Lead Plaintiff as reimbursement fc

reasonable time and expense, shall constitute a condition to the Effective Date

grounds for cancellation and termination of the Stipulation.

8 .7 Unless otherwise ordered by the Court, in the event the Stipulation i

not approved, or is terminated, canceled, or fails to become effective fo r

reason, including pursuant to IT 2 .6, 8 .1, 8 .3-8 .5 and 8 .9 above, the procedure

forth in ¶ 3 .11 shall apply .

8 .8 In the event that the Stipulation is not approved by the Court o r

Partial Settlement set forth in the Stipulation is terminated or fails to becomf

effective in accordance with its terms, including pursuant to ¶ 2 .6 above, thi!

Stipulation and all negotiations and proceedings relating hereto shall be withou

prejudice to any or all Parties who shall be restored to their respective position,

prior to the execution of this Stipulation. In such event, the terms and provision,

of the Stipulation, with the exception of ¶¶ 1 .1-1 .41, 3 .6-3 .11, 6 .4-6 .6, 7.2-7 .5, 8.1

8 .10 herein, shall have no further force and effect with respect to the Parties an(

shall not be used in the Action or in any other proceeding for any purpose and ani

Judgment or Order entered by the Court in accordance with the terms of thf

Stipulation shall be treated as vacated, nunc pro tunc . No order of the Court o:

modification or reversal on appeal of any order of the Court concerning : (i) the

Plan of Allocation ; or (ii) the amount of any attorneys' fees, costs, expenses an(

interest awarded by the Court to the Plaintiffs or any of their counsel; or (iii) an3


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Settlement

amount awarded to Lead Plaintiff as reimbursement for reasonable tim e

expense, shall constitute grounds for cancellation or termination of the Stipulation .

8 .9 If prior to the Settlement Hearing, Persons who otherwise would b ,

members of the Class have filed with the Court valid and timely requests

exclusion ("Requests for Exclusion") from the Class in accordance with

provisions of the Preliminary Approval Order and the Notice given purst

thereto, and such Persons in the aggregate purchased a number of shares during

Class Period in an amount greater than the sum specified in a sepa :

Supplemental Agreement between the Parties (the "Supplemental Agreement"),

Tenet Defendants shall have the option to terminate this Stipulation in accord a

with the procedures set forth in the Supplemental Agreement . The Suppleme

Agreement will not be filed with the Court unless and until a dispute among

Parties concerning its interpretation or application arises . In the event that

Supplemental Agreement is fi led with the Court, the Parties hereto agree that

Supplemental Agreement shall be filed under seal . Copies of all Requests

Exclusion received, together with copies of all written revocations of Request s

Exclusion, shall be delivered to counsel for the Tenet Defendants within three ( 3

calendar days following the date on which exclusion requests are due

accordance with the Preliminary Approval Order .

8.10 In the event this Stipulation shall be cancelled as set forth in ¶ 8 .

above, the Parties shall , within two weeks of such cancellation , jointly request ,

status conference with the Court to be held on the Court's first available date. A

such status conference , the Parties shall ask the Court's assistance in scheduling

continued proceedings in the Action as between the Pa rties. Pending such status

conference or the expiration of sixty (60) days from the Parties ' joint request for <

status conference , whichever occurs first, none of the Parties shall file or serve an3

further motions on any of the other Pa rties in connection with this Action nor sha l


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any response be due by any Party to any outstanding pleading or motion by an

other Party .

9 . Miscellaneous Provision s

9 .1 The Parties (a) acknowledge that it is their intent to consummate th i

Partial Settlement and Stipulation ; and (b) agree to cooperate to the ex

necessary to effectuate and implement all terms and conditions of the Stipulal

and to exercise their best efforts to accomplish the foregoing terms and conditi

of the Stipulation .

9.2 The Parties agree that the amount of the contributions of the P

hereto, as well as the other terms of the Partial Settlement, were negotiated in gc

faith by the Parties and reflect a settlement that was reached voluntarily al

consultation with experienced legal counsel . Neither the Stipulation nor the Pars

Settlement contained therein, nor any act performed or document execu

pursuant to or in furtherance of the Stipulation or the Partial Settlement : (i) is

may be deemed to be or may be used as an admission of, or evidence of ,

validity of any Released Claim, or of any wrongdoing or liability of the Relea ;

Persons ; or (ii) is or may be deemed to be or may be used as an admission of,

evidence of, any fault or omission of any of the Released Persons in any civil

criminal or administrative proceeding in any court, administrative agency or othe

tribunal . Released Persons may file the Stipulation and/or the Final Judgment an~

Order from this action in any other action that may be brought against them i

order to support a defense or counterclaim based on principles of res 'ud~ icat

collateral estoppel, release, good faith settlement, judgment bar or reduction or an

theory of claim preclusion or issue preclusion or similar defense or counterclaim .

9.3 The Parties intend for this Partial Settlement to be a fina l

complete resolution of all disputes asserted or which could be asserted by the Cl

Members against the Released Persons with respect to the Released Cla i


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Accordingly, the Parties agree not to assert in the Action or in any other judick

forum that the Action was brought or defended in bad faith or without a reasonab l

I basis . The Tenet Defendants agree not to assert any claim under Rule 11 of

Federal Rules of Civil Procedure or any similar law, rule or regulation, that

Action was brought in bad faith or without a reasonable basis . Lead Plaintiff

the Class agree not to assert any claim under Rule 11 of the Federal Rules of Civ i

Procedure or any similar law, rule or regulation that any pleading filed, moti

made or position taken by the Tenet Defendants, or their counsel, in the Acti

was filed, made or taken in bad faith or without a reasonable basis . The Part

agree that the amount paid and the other terms of the Partial Settlement wer(

negotiated at arm's length and in good faith by the Parties, and reflect a settlemen

that was reached voluntarily based upon adequate information and afte

consultation with experienced legal counsel, and under the supervision of Kennett

R. Feinberg, who acted as a mediator .

9.4 To the extent permitted by law, all agreements made and order

entered during the course of the Action relating to the confidentiality o

information shall survive this Stipulation .

9 .5 The waiver by one party of any breach of this Stipulation by any othe

party shall not be deemed a waiver of any other prior or subsequent breach of thi

Stipulation .

9 .6 All of the Exhibits to the Stipulation are material and integral part

hereof and are fully incorporated herein by this reference .

9 .7 Nothing in this Stipulation, or the negotiations relating thereto, i

intended to or shall be deemed to constitute a waiver of any applicable privilege

immunity, including, without limitation, attorney/client privilege, joint defe r

privilege, or work product immunity .


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28C :1TenetHealthcareCorporationSEC%Se ttlementlSe tt lement

9 .8 The Stipulation may be amended or modified only by a wri

instrument signed by or on behalf of all Parties or their successors-in-interest .

9.9 The Stipulation, the Exhibits attached hereto, and the Suppleme

Agreement constitute the entire agreement among the Parties hereto and

representations, warranties or inducements have been made to any p

concerning the Stipulation, its Exhibits or the Supplemental Agreement other I

the representations, warranties and covenants contained and memorialized i n

documents . Except as otherwise provided herein , each party shall bear its

costs .

9.10 Lead Plaintiffs Counsel, on behalf of the Class, are expressl

authorized by the Lead Plaintiff to take all appropriate action required or permitte

to be taken by the Class pursuant to the Stipulation to effectuate its terms and als

are expressly authorized to enter into any modifications or amendments to th

Stipulation on behalf of the Class which they deem appropriate .

9.11 Each counsel or other Person executing the Stipulation or any of i

Exhibits on behalf of any party hereto hereby warrants that such person has the f u

authority to do so .

9.12 The Stipulation may be executed by facsimile and in one or

counterparts. All executed counterparts and each of them shall be deemed to

one and the same instrument. Counsel for the Parties to the Stipulation sl

exchange among themselves original signed counterparts and a complete set

original executed counterparts shall be filed with the Court .

9 .13 The Stipulation shall be binding upon, and inure to the benefit of ,

successors and assigns of the Parties hereto .

9 .14 The Court shall retain jurisdiction with respect to implementation

enforcement of the terms of the Stipulation, as well as the power to determine

resolve any questions or disputes which may arise hereunder, and all Parties h e


G :1TenetHealthcareCorporationSEC\Settlement\Settlement

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and their counsel submit to the exclusive jurisdiction of the Court for purpose s

implementing and enforcing the Partial Settlement embodied in the Stipulation .

9 .15 The Stipulation and the Exhibits hereto shall be considered to h a

been negotiated, executed and delivered , and to be wholly performed, in the St

of California, and the rights and obligations of the parties to the Stipulation shall

construed and enforced in accordance with, and governed by, the laws of the St

of California without giving effect to that State ' s choice of law principles .

IN WITNESS WHEREOF, the parties . hereto have caused the Stipulatio n

be executed, by their duly authorized attorneys, as of January 11, 2006 .

Dated : January 11, 2006 SCHIFFRIN& BARROWAY, LL P

Richard S . Schiffrin, AcrGregory M. Castaldo, Esq.Andrew L. Zivitz, Esq .Kay E. Sickles, Esq .280 King of Prussia Rd.Radnor, Pennsylvania 10987Telephone: (610) 667-7706Fax : (610) 667-7056

Dated : January 11, 2006 LITE DEPALMA GREENBERG &RIVAS, LLC

Allyn Z. Lite, Esq.Joseph J . DePalma, Esq.Bruce D . Greenberg, Esq.Susan D . Pontoriero, Esq.Two Gateway Center, 12th FloorNewark, New Jersey 07102Telephone: (973) 623-3000Fax : (973) 623-085 8

Lead Plaintiff's Counsel


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28G :%TenatHealthcareCorporationSCC4SettletnentlSettlement

and their counsel submit to the exclusive jurisdiction of the Court for purposes o

implementing and enforcing the Partial Settlement embodied in the Stipulation .

9 .15 The Stipulation and the Exhibits hereto shall be considered to hav :

been negotiated, executed and delivered, and to be wholly performed, in the Stat(

of California, and the rights and obligations of the parties to the Stipulation shall bi

construed and enforced in accordance with, and governed by, the laws of the Stat(

of California without giving effect to that State's choice of law principles .

IN WITNESS WHEREOF, the parties hereto have caused the Stipulation tc

be executed, by their duly authorized attorneys, as of January 11, 2006 .

Dated: January 11, 2006 SCHIFFRIN& BARROWAY, LL P

'I Dated : January 11, 2006

Richard S . Schiffrin, EsqGregory M. Castaldo, Esq .Andrew L. Zivitz, Esq .Kay E . Sickles, Esq.280 King of Prussia Rd .Radnor, Pennsylvania 10987Telephone: (610) 667-7706Fax: (610) 667-705 6

LITE DE LMA ENBERG &RIVASC r

Allyn Z. t/, Esq.Joseph J . ePalma, Esq.Bruce D . Greenberg, Esq .Susan D . Pontoriero, Esq.Two Gateway Center, 12th FloorNewark, New Jersey 07102Telephone: (973) 623-3000Fax: (973) 623-0858

Lead Plaintiff's Counsel


1 Dated: January 11, 2006 KIRKLAND & ELLIS, L L

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3 Jay P. Leflcowitz, Esq .4 153 E. 53 Street, 36th Floor

New York, New York 10022-461 15 Telephone : (212) 446-497 06 Fax: (212) 446-490 0

7 Jeffrey S . Davidson, Esq .g Steven E. Bledsoe, Esq.

Michael McCauley, Esq.9 777 S. Figueroa Street, 37th Floor

10 Los Angeles, California 90017-5800Telephone : (213) 680-840 0

11 Fax: (213) 680-850 0

12Counsel for Tenet Healthcare Corp .

13 Dated: January 11, 2006 GIBSON, DUNN & CRUTCHER, LL P

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1 5 Daniel S . Floyd, Esq .16 Ted A. Gehring, Esq.

a 333 South Grand Avenue17 Los Angeles, California 90071-3197is Phone: (213) 229-700 0

Fax: (213) 229-752019

20 Counsel for Raymond L. Mathiasen and ChristiR. Sulzbach

21 Dated: January 11, 2006 BIRD, MARELLA, BOXER & WOLPERT,22 NESSIM, DROOKS & LINCENBERG, P .C.

23 Ronald J. Nessim, Esq.24 Mark T. Drooks, Esq.

1875 Century Park East, 23'D Floor25 Los Angeles, California 90067-256126 Phone: (310) 201-210 0

Fax: (310) 201-21102 7

28 Counsel for Thomas B . MackeyG:lTene tHealthcareCorporationSEC+5ettlememtSettlement


s~.

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GATenetHealthtereCorpo18tic nSEC'SettlemenilSettlement

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IDated: January 11 , 2006 KIRKLAND & ELLIS, LLP

Jay P. Lefkowitz, Esq.153 E. 53 Street, 36 'h FloorNew York, New York 10022-4611Telephone : (212) 446-4970Fax: (212) 446-4900

Jeffrey S . Davidson, Esq.Steven E . Bledsoe, Esq .Michael McCauley, Esq.777 S . Figueroa Street, 37th FloorLos Angeles , California 90017-5800Telephone : (213) 680-840 0Fax: (213 ) 680-8500

Counsel for Tenet Healthcare Corp .Dated : January 11, 2006 GIBSON, DUNN & CRUTCHER, LL P

4~9-Daniel S . Floyd, Esq .Ted A. Gehring, Esq.333 South Grand Avenu eLos Angeles, California 90071-3197Phone: (213) 229-7000Fax: (213) 229-7520

Counsel for Raymond L. Mathiasen and ChristiR. Sulzbach

Dated: January 11, 2006 BIRD, MARELLA, BOXER & WOLPERT,NESSIM, DROOKS & LINCENBERG, P.C.

Ronald J . Nessim, Esq .Mark T. Drooks, Esq .1875 Century Park East, 23RD FloorLos Angeles, California 90067-2561Phone: (310) 201-2100Fax: (310) 201-211 0

Counsel for Thomas B . Mackey


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Dated: January 11, 2006 KIRKLAND & ELLIS, LLP

Jay P. Lefkowitz, Esq .153 E. 53 Street, 36'" FloorNew York, New York 10022-4611Telephone : (212) 446-4970Fax: (212) 446-4900

Jeffrey S . Davidson, Esq .Steven E . Bledsoe, Esq .Michael McCauley, Esq .777 S. Figueroa Street , 37th FloorLos Angeles, California 90017-5800Telephone : (213) 680-840 0Fax: (213 ) 680-8500

Counsel for Tenet Healthcare Corp.Dated : January 11, 2006 GIBSON, DUNN & CRUTCHER, LLP

Daniel S . Floyd, Esq .Ted A. Gehring, Esq.333 South Grand AvenueLos Angeles, California 90071-3197Phone: (213) 229-700 0Fax: (213) 229-752 0

Counsel for Raymond L. Mathiasen and ChristiR. Sulzbach

Dated: January 11, 2006 BIRD, MARELLA, BOXER & WOLPERT,NES LINCENBERG, P.C.

0 1 d J. a m, Esq.Mark T. Drooks, Esq.1875 Century Park East, 23a° FloorLos Angeles, California 90067-2561Phone: (310) 201-2100Fax: (310) 201-211 0

Counsel for Thomas B . Mackey

47STIPULATION AND AGREEMENT OF PARTIAL SE TTLEMENT

1 Dated : January 11, 2006 CHRIS SEN, MILLER, FINK, JACOBS ,2 GLA WEIL & SHAPIRO, LLP

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4 Riley, f s .atricia Glase , Esq.

5 10250 Constellation Blvd ., I9th Floor6 Los Angeles, California 90067

Phone : (310) 553-300 07 Fax: (310) 556-005 4

8Counsel for Jeffrey C. Barbakow

9 Dated: January 11, 2006 FAIRBANK & VINCENT

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11 Robert H. Fairbank, Esq .12 11755 Wilshire Blvd., Suite 2320

Los Angeles, California 9002513 Phone: (310) 996-552 014 Fax: (310) 996-553 0

15 Counsel for David L . Dennis

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STIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT

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NESS , DROOKS & LINCENBERG, P .C.

Ronald J. Nessixn, Esq.Mark T. Drooks, Esq .1875 Century Park East, 23RD FloorLos Angeles , California 90067-2561Fax : (310) 201-2110

Counsel for Thomas B. MackeyCHRISTENSEN, MJ LER, FINK, JACOBS,GLASER, WEIL. & SHAPIRO, LLP

Sean Riley, Esq .Patricia Glaser, Esq .10250 Constellation Blvd., 19`h FloorLos Angeles, California 9006 7Fax: (310) 556-005 4

Counsel for Jeffrey C . Barbakow

BANK & VINCENT

Robert H . Fairba , Esq .11755 Wilshire Blvd., Suite 2320Los Angeles, California 90025Fax: (310 ) 996-5530

Counsel for David L . Dennis

4%STIPULATION AND AGREEMENT OF PARTIAL SETTLEMENT

Documents

1 Christopher Kim (Bar Nosecurities.stanford.edu/filings-documents/1026/THC02-02/...Christopher Kim (Bar No. 082080) Lisa J. Yang (Bar No. 208971) LIM RUGER & KIM, LLP 1055 West Seventh