SETTLEMENT AGREEMENT

This Settlement Agreement ("Settlement") is made and entered into by and between (I) Lead

Plaintiff California Public Employees' Retirement System ("Ca1PERS") and Named Plaintiff

Market Street Securities (collectively "Plaintiffs') on behalf of the Court Certified Class in the

consolidated Class Action known as In re NYSE Specialists Securities Litigation, Untied States

District Court for the Southern District of New York ("District Court"), Master File No. 03-CV-8264

(RWS) (the "Class Action"), on the one hand,. and (2) Defendants Van der Moolen Specialists USA,

LLC ("VDMS"), and Van der Moolen Holding, N.V. ("VDMH"), on the other hand, each acting

through their respective attorneys of record. Plaintiffs, VDMS and VDMH are each referred to

herein as a "Party" and are collectively referred to as the "Parties." This Settlement does not resolve

Plaintiffs' claims against any other defendants in this litigation, including Spear, Leeds & Kellogg

Specialists LLC; Spear, Leads & Kellogg, L.P.; Goldman Sachs & Co.; The Goldman Sachs Group,

Inc.; LaBranche & Co. LLC; LaBranche & Co. Inc; George M.L. LaBranche, IV; Fleet Specialist,

Inc.; Fleet Boston Financial Corp; Bank of America Corp.; Quick & Reilly, Inc.; Bear Wagner

Specialists LLC; Bear, Sterns & Co., Inc.; Performance Specialist Group LLC; SIG Specialists, Inc.;

or Susquehanna International Group, LLP (collectively, the "Non-Settling Defendants"), nor does it

resolve any claims made or to be made by the Certified Class or Class Members against VDMH in

its current bankruptcy proceedings pending in Amsterdam, The Netherlands.

The Parties hereby agree:

1. Settlement. All of the claims of the members of the Class defined in the District

Court's March 14, 2009 Order Appointing Plaintiffs as Class representative and certifying a Class,

referred to herein as the "Class Members," asserted against VDMS and VDMH in the Class Action,

shall be settled in accordance with this Settlement to be executed between the Parties, in

consideration of:

590357_I

(a) a cash payment of $750,000 by VDMS to Class Plaintiffs within ten

(10) business days of the execution of this Settlement, to be maintained in a special interest bearing

escrow account established by counsel for Plaintiffs until such time as this Settlement is finally

accepted and approved by the District Court;

(b) Plaintiffs' retention of their rights, notwithstanding this Settlement, to pursue

claims against VDMH in the bankruptcy proceeding currently pending in Amsterdam, The

Netherlands ("the Dutch Bankruptcy Proceeding");

(c) VDMS' assignment to the Certified Class of any rights it has in connection

with the undistributed Fair Funds VDMS paid to the Securities and Exchange Commission ("SEC"),

as set forth in set forth in SEC Release No. 60403, dated July 30, 2009;

(d) VDMS' maintenance of documents, subject to an assertion of privilege,

relevant to this Action until one year from the execution of this Settlement for Plaintiffs to obtain

upon reasonable notice; and

(e) that not more than 2% of the Class Members opt out of the Class Action

before or after the District Court finally approves this Settlement;

2. This Settlement is subject to: (a) the execution of a complete set of Settlement

documents, including this Settlement, and the Releases referred to herein in Sections 3 (b) and 3(c)

among Plaintiffs, VDMS and VDMH and (b) the satisfaction of each of the conditions specified in

Sections 1 and 3 hereof.

3. Conditions to Settlement. This Settlement between the Parties also is conditioned on:

(a) A motion for preliminary approval of this Settlement shall be lodged with the

District Court within a reasonable time period; and Plaintiff will endeavor to file a motion for final

approval of the Settlement with the District Court on or before December 31, 2011.

590357_I -2-

(b) Upon entry of the Final Judgment of Dismissal of the Class Action and

Release in the form attached hereto as Attachment A, VDMS and VDMH shall be dismissed with

prejudice, and all Class Members shall be deemed to have released all claims that they may have

against VDMS and VDMH, except that Plaintiffs will retain all rights to pursue their claims for relief

against VDMH in VDMH's current bankruptcy proceedings pending in Amsterdam, The

Netherlands;

(c) As part of this Settlement, the Release will provide that VDMS and VDMH

and any of their respective past or present offices, directors, employees, agents, representatives and

counsel (the "Released Parties") shall be released from any and all claims arising from Class

Members who submitted orders (directly or through agents) to purchase or sell NYSE-listed

securities during the period from January 1, 1999 through October 15, 2003, which orders were

listed on the Specialists' Display Book and subsequently disadvantaged by VDMS and the acts,

facts, statements, or omissions that were or could have been alleged by the Plaintiffs in the Class

Action against the Released Parties. This Settlement is not conditioned upon the obtaining of any

judicial approval from the District Court of any release between or among VDMS and VDMH

and/or any third parties. The Release shall be executed by the Parties simultaneous with execution

of this Settlement, and shall be held in an attorney's escrow by counsel for VDMS and VDMH until

this Settlement is finally approved by the District Court at which time counsel of record for VDMS

and VDMH in the Class Action shall forward the Release to VDMS and VDMH. For purposes of

securing approval of this Settlement in the Dutch Bankruptcy Proceedings, or because the

Liquidators may have need to disclose this Settlement in the context of the Dutch Bankruptcy

Proceeding, a copy of the fully executed Release and this Settlement may be forwarded by counsel

of record for VDMS and VDMH in the Class Action for submission to the court in The Netherlands.

-3- 590357_I

Such copy shall be marked "Copy. Original in escrow pending satisfaction of terms of a Settlement

in the Class Action."

(d) The Final Judgment provided for in this Settlement shall not prevent Plaintiffs

from obtaining a court or other order against the bankrupt estate of VDMH, in accordance with the

provisions for filing and pursuing claims under The Netherlands Bankruptcy Act

("Faillissementswet");

(e) Any attorneys' fees and costs awarded Plaintiffs' counsel by the District Court

shall be paid to Plaintiffs' counsel from this Settlement and paid immediately upon award,

notwithstanding the existence of any timely filed objections thereto, or potential for appeal

therefrom, or collateral attack on the Settlement or any part thereof, subject to Plaintiffs' Counsel's

joint and several obligation to make appropriate refunds or repayments to this Settlement fund plus

interest at the same rate earned on the Settlement or any part thereof, if, and when as a result of any

appeal and/or further proceedings on remand, or successful collateral attack, the fee or cost award is

lowered;

(I) The Final Judgment shall contain findings that during the course of the

litigation all Parties and their counsel complied at all times with Fed. R. Civ. P. 11;

(g) This Settlement will not be a claims-made settlement; and

(h) Should this Settlement not be approved by the District Court, the Parties shall

revert back to the position they were in just prior to executing this Settlement. Counsel for Class

shall return the $750,000 plus interest accrued thereon, less the cost of Notice, to VDMS and

VDMH. In turn, VDMS and VDMH shall return the Release to counsel for the Class.

590357_I -4-

4. Funding of Settlement.

(a) Within ten (10) business days of the Parties' execution of this Settlement

Agreement, VDMS shall deposit $750,000 by wire transfer into a designated escrow account

controlled by Robbins Geller Rudman & Dowd LLP and subject to Court oversight; and

(b) The Settlement claims or notice process will be administered, at the

appropriate time, by an independent claims administrator selected by Lead Counsel and approved by

the District Court. VDMS and VDMH will have no involvement in reviewing or challenging claims.

All costs and expenses of Class Notice or administration of the Settlement shall be paid from the

Settlement when incurred and without District Court approval.

5. No Evidence or Admission of Liability. This Settlement is being entered into, and

the consideration is being paid, in full compromise and settlement of disputed claims for the purpose

of avoiding further dispute, litigation, and expense by all Parties. The Parties further acknowledge

and agree that neither the fact of their compromise and Settlement nor the payment of any

consideration hereunder, nor the execution of this Settlement, shall be taken in any way as evidence

of, or an admission of, any liability by any Party. The Parties further understand and agree that no

fact pertaining to the making or performance of this Settlement, shall be admissible in any

proceeding or cause of action (except an action to enforce this Settlement) as evidence of, or an

admission of, any liability or responsibility by any party.

6. Action Filed in Good Faith. While retaining their right to deny liability, VDMS and

VDMH will not take the position that, based upon the publicly available information at the time, the

Class Action was not filed in good faith, without an adequate basis in fact, or was frivolous.

7. Opt-Out Period. The Class Notice, which will be sent at such time as ordered by the

District Court, will provide for a 45-day opt-out period.

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8. Authority to Bind. The persons signing this Settlement on behalf of the Class and

Class Members and VDMS and VDMH respectively, represent and warrant that each such person

has the full right and authority to enter into this Settlement on behalf of the Class and Class

Members and VDMS and VDMH and to fully bind each and all of the aforesaid Parties to the terms

and obligations of this Settlement.

9. Execution. This Settlement may be executed in counterparts, including by signature

transmitted by facsimile or e-mail. Each counterpart together when so executed and transmitted

shall be deemed to be an original, and all counter parts together shall constitute the same instrument.

10. Modification. This Settlement may be modified or amended only by a writing signed

by each of the signatories hereto.

11. Effects on Agents, Etc. This Settlement shall be binding upon and inure to the

benefits of the Parties hereto and their past and present respective officers, directors, employees,

agents, representatives, counsel, executors, heirs, successors and assigns, subject to the conditions

set forth herein,

12. No Assignment of Claims. Plaintiffs and Lead Counsel represent and warrant that

none of the claims or causes of action asserted by Plaintiffs in the Class Action has been assigned,

encumbered or in any manner transferred, in whole or in part.

13. Notice to the District Court. Upon execution of this Settlement, the Parties will

advise the District Court of the Settlement within a reasonable period of time. Plaintiffs will lodge,

with filing to occur thereafter, a motion for preliminary approval by February 4, 2011.

14. Entire Agreement. This Settlement contains the entire understanding of Class

Plaintiffs, VDMS and VDMH relating to the subject matter hereof, and supersedes all prior

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communication, understandings and agreements between them with respect to the subject matter

hereof.

IN WITNESS WHEREOF, the Parties have executed this Settlement as of the date below.

DATED: January 1Y ,

Z o(

1,01 1 DATED: January \, 4

ROBB INS GELLER RUDMAN & DOWD LLP

MARK SOLOMON BYRON S. GEORGIOU DAVID W. MITCHELL ALEXANDRA S. BERNAY ERIC I. NIEHAUS LUCAS F. OLTS JULIE A. KEARNS

)7~ -

DAVID W. M ITCHEL

655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)

Lead Counsel for Plaintiffs

DUANE MORRIS, LLP MARVIN G. PICKHOLZ

.I6OLZ

1540 Broadway New York, NY 10036-4086 Telephone: 212-692-1000 212-692-1020 (fax)

Attorneys for Defendants Van der Moolen Specialists USA, LLC and Van der Moolen Holding, N.V.

-7- 590357_I

Exhibit A

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x Master File No. 03-CV-8264(RWS)

CLASS ACTION

[PROPOSED] ORDER PRELIMINARILY • APPROVING PROPOSED SETTLEMENT

BETWEEN PLAINTIFFS AND , DEFENDANT VAN DER MOOLEN,

SCHEDULING HEARING FOR FINAL APPROVAL THEREOF, AND APPROVING THE PROPOSED FORM AND PROGRAM OF NOTICE TO THE CLASS

In re NYSE SPECIALISTS SECURITIES LITIGATION

This Document Relates To:

ALL ACTIONS.

7803981

Plaintiffs and Defendants Vah der Moolen USA, LLC and Van der Möolen Holding, N.V.

(collectively "Van der Moolen") in the consolidated class action captioned In re NYSE Specialists

Securities Litigation, 03-CV-2864(RWS) (the "Class Action"), having applied for an order

approving the proposed settlement of the Class Action in accordance with the Settlement Agreement

and for dismissal of the Class Action on the merits and with prejudice upon the terms and conditions

set forth in the Settlement Agreement, and the Court having read and considered the Settlement

Agreement and accompanying documents; and all Parties having consented to the entry of this

Order,

NOW, THEREFORE, this - day of , 2012, upon application of the Parties,

IT IS HEREBY ORDERED that:

Except for the terms defined herein, the Court adopts and incorporates the definitions

in the Settlement Agreement for the purposes of this Order.

2. For purposes of this Settlement, the Class is defined pursuant to this Court's Order

certifying the class dated March 14, 2009 as: all Persons who submitted orders (directly or through

agents) to purchase or sell NYSE-listed securities during the Class Period, which orders were listed

on the Specialists' Display Book and subsequently disadvantaged by the Settling Defendants.

Excluded from the class are Vander Moolen,, any person, firm, trust, or corporation that controls or

is controlled by Van der Moolen (an "Affiliate"), any officers or directors of Van der Moolen, and

the legal representatives, agents, heirs, successors-in-interest or assigns of any excluded party, in

their capacity as such.

3. A hearing will be held on ,2012 at [am./p.m.] [approximately 95 days

after entry of this Order] in Courtroom 18C of this Courthouse before the undersigned, to consider

the fairness, reasonableness, and adequacy of the Settlement Agreement (the "Settlement Hearing").

-1- 780398_I

The foregoing date, time, and place of the Settlement Hearing shall be set forth in the notice and

publication notice which is ordered herein, but shall be subject to adjournment or change by the

Court without further notice to the Members of the Class other than that which may be posted at the

Court and on the Court's website.

4. The Court may approve the Settlement at or after the Settlement Hearing with such

modifications as may be consented to by the Parties and without further notice to the Class.

5. Within ten days after the date of the entry of this Order, Lead Counsel shall cause

copies of the Class Notice, substantially in the form attached as Exhibit A-i to the Settlement

Agreement, to begin to be mailed by United States first class mail, postage prepaid, to Claimholders

or their brokers, clearing members; or nominees, and to any reasonably identifiable Members of the

Class. The foregoing mailings shall be completed no later than 15 days after the date of entry of this

Order.

6. As soon as practicable after the mailing of the Class Notice commences, and no later

than ten days after mailing of the Class Notice, Lead Counsel shall cause to be published copies of

the Summary Notice substantially in the form attached as Exhibit A-2 to the Settlement Agreement

as follows: (a) one day each month for two consecutive months in the Investor Business Daily; and

(b) one day each month for two consecutive months over the Business Wire or PR Newswire.

7. Lead Counsel shall also cause the Class Notice to be published on a website

established for this Settlement, www.NYSESpecialistsLitigation.com , within 10 days after the entry

of this Order. Both the Class Notice and the summary notice will direct Members of the Class to the

website, www.NYSESpecialistsLitigation.ôom, where they can access the Settlement Agreement,

this Order, the motion for preliminary approval, answers to anticipated questions about class action

settlements, and other information.

-2- 780398_i

8. The Court approves, in form and substance, the Class Notice. The form and method.

of notice specified herein is the best notice practicable and shall constitute due and sufficient notice

of the Settlement Hearing to all persons entitled to receive such notice, and fully satisfies the

requirements of due process, Rule 23 of the Federal Rules of Civil Procedure, and applicable law.

9. The terms of the Settlement Agreement are hereby preliminarily approved. The Court

finds that the Settlement Agreement was entered into at ann's-length by experienced counsel, after

numerous settlement negotiations, and is sufficiently within the range of reasonableness that Notice

should be given as provided, in this Order. The terms of the Plan of Allocation are preliminarily

approved as within the range of reasonableness.

10. All proceedings in the Class Action, other than such proceedings as may be necessary

to carry out the terms and conditions of the Settlement, are hereby stayed and suspended until further

order of this Court.

11. Lead Counsel shall file their motion, if any, for payment of attorneys' fees and

reimbursement of expenses and for final approval of the Settlement at least 37 days prior to the

Settlement Hearing.

12. Any Member of the Class who objects to any aspect of the Settlement or the Order

and Final Judgment, or who otherwise wishes to be heard, may appear in person or by his or her

attorney at the Settlement Hearing and present evidence or argument that may be proper and

relevant; provided, however, that except for good cause shown, no person other than Lead Counsel

and counsel for Van der Moolen shall be heard and no papers, briefs, pleadings, or other documents

submitted by any Member of the Class shall be considered by the Court unless, not later than 23 days

prior to the Settlement Hearing directed herein the objecting Member of the Class files the following

-3- 780398_I

with the Court and sèrves.the same on or before such filing by hand or overnight mail on the Lead

Counsel and/or a representative of Van der Moolen:

(a) a written notice of intention to appear;

(b) a statement of all purchases and sales of covered NYSE securities during the

Class Period, including the dates of each purchase or sale, and the number and type of shares

purchased or sold;

(c) a detailed statement of the objections to any matters before the Court;

(d) a statement advising of any court proceeding in which said objector has made

an objection to a proposed class action settlement within the past three years, including case name,

docket number, and court;

(e) the grounds or reasons why the Member of the Class desires to appear and be

heard; and

(f) all documents or writings the Member of the Class desires the Court to

consider.

13. Any briefs in opposition to any objections submitted pursuant to Section 12 shall be

filed at least seven days prior to the Settlement Hearing.

14. Any Member of the Class who fails to object in the manner described in Section 12 of

this Order shall be deemed to have waived the right to object (including any right of appeal) and

shall be forever barred from raising such objection in this or any other action or proceeding, unless

otherwise ordered by the Court.

15. Any request for exclusion from the Settlement by a Member of the Class must be

received by the Claims Administrator no later than the Exclusion Bar Date.

-4- 780398j

16. At least seven days prior to the Settlement Hearing, Lead Counsel shall cause to be

served and filed a sworn statement attesting to compliance with the notice provisions in Sections 5

and 6 of this Order.

17. To effectuate the Settlement Agreement and the notice provisions, the Court hereby

approves Heffler, Radetich & Saitta LLP (the "Claims Administrator") to be responsible for: (a)

establishing a P.O. Box, information telephone line and website (to be included in the Class Notice

and publication notice) for the purpose of communicating with Members of the Class; (b)

disseminating notice to the Members of the Class; (c) accepting and maintaining documents sent by

Class Members; and (d) administering the process of identifying Class Members and allocating

funds among such Class Members.

18. The Settlement Agreement and any negotiations, statements, or proceedings in

connection therewith, shall not be construed or deemed evidence of, a presumption of, concession of,

or admission by, any of the Released Persons or any other person of any fault, liability, or

wrongdoing as to any facts or claims alleged or asserted in the Actions or otherwise, or that

Plaintiffs, the Class, or any other Person, have suffered any damage attributable in any manner to

any of the Released Persons. The Settlement Agreement and any negotiations, statements, or

proceedings in connection therewith, shall not be construed or deemed evidence of, a presumption

of, concession of, or admission or lack of merit of any of the releasing parties' claims. The existence

of the Settlement Agreement, its contents, and any negotiations, statements, or proceedings in

connection therewith, shall not be offered or admitted into evidence or referred to, interpreted,

construed, invoked, or otherwise used by any person for any purpose in the Class Action or

otherwise, except as may be necessary to enforce or obtain Court approval of the Settlement.

Notwithstanding the foregoing, any of the Released Persons may file the Settlement Agreement, or

-5- 7803981

any judgment or order of the Court related hereto, in any other action that may be brought against

them, in order to support any and all defenses or counterclaims based on res judicata, collateral

estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim

preclusion or issue preclusion, or similar defense or counterclaim.

19. If the Settlement is approved by the Court following the Settlement Hearing, a Final

Order and Judgment will be entered as described in the Settlement Agreement.

20. If the Settlement, including any amendment made in accordance with the Settlement

Agreement, is not approved by the Court or shall not become effective for any reason, the Settlement

(including any modification thereof made with the consent of the Parties as provided for in the

Settlement Agreement), and preliminary certifications herein and any actions taken or to be taken in

connection therewith (including this Order and any judgment entered herein) shall be terminated and

shall become void and of no further force and effect. In that event, neither the Settlement

Agreement, nor any provision contained in the Settlement Agreement, nor any action undertaken

pursuant thereto, nor the negotiation thereof by any Party, shall be deemed an admission or

concession, or received as evidence in this or any other action or proceeding.

21. The Court may, for good cause, extend any of the deadlines set forth in this Order

without notice to Members of the Class.

22. In the event that the Settlement Agreement is terminated in accordance with its

provisions, the Settlement Agreement and all proceedings had in connection therewith shall be null

and void, except as expressly provided to the contrary in the Settlement Agreement, and without

prejudice to the status quo ante rights of the Parties.

-6- 780398_i

23. If the Settlement Agreement is terminated or is ultimately not approved, the Court

will modify any existing scheduling order to ensure that the Parties will have sufficient time to

prepare for the resumption of litigation.

24. If any deadline imposed herein falls on a non-business day, then the deadline is

extended until the next business day.

IT IS SO ORDERED.

Signed this - day of_________________ , 2012, at the courthouse for the United States

District Court for the Southern District of New York.

DATED: THE HONORABLE ROBERT W. SWEET UNITED STATES DISTRICT COURT JUDGE

780398_i -7-

LI

Exhibit A-1

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x In re NYSE SPECIALISTS SECURITIES : Master File No. 03-CV-8264(RWS) LITIGATION

CLASS ACTION This Document Relates To:

NOTICE OF PENDENCY AND ALL ACTIONS. : SETTLEMENT OF CLASS ACTION

EXHIBIT A-1

TO: All persons and entities who submitted orders (directly or through agents) to purchase

or sell New York Stock Exchange-listed securities during the period January 1, 1999 through

October 15, 2003 ("Class Period"), which orders were listed on the Specialists' display book (i.e.,

submitted electronically via the DOT or Super DOT systems).

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS

MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE THAT IF YOU

ARE A MEMBER OF THE CLASS YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS

OF THE SETTLEMENT FUND DESCRIBED N THIS NOTICE.

REQUESTS FOR EXCLUSION MUST BE MAILED TO THE CLAIMS

ADMINISTRATOR, POSTMARKED NO LATER THAN , 2012.

BANKS, BROKERS AND OTHER NOMINEES, PLEASE SEETHE INSTRUCTIONS IN

SECTION XI BELOW.

This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure

and an Order of the United States District Court for the Southern District of New York (the "Court").

The purpose of this Notice is to inform you of the settlement of this Litigation and of the hearing to

be held by the Court to consider the fairness, reasonableness, and adequacy of the settlements.' This

I Defendants, Bear Wagner Specialists LLC; Bear, Stearns, & Co., Inc.; Fleet Boston Financial Corp.; Fleet Specialist, Inc.; Bank of America Corp.; Quick & Reilly; Inc.; LaBranche & Co. Inc.; LaBranche & Co., LLC; George M. L. LaBranche, N; Performance Specialist Group, LLC; Spear, Leeds & Kellogg Specialists LLC; Spear, Leeds & Kellogg, L.P.; Goldman, Sachs & Co.; The Goldman Sachs Group, Inc.; SIG Specialists, Inc. and Susquehanna International Group, LLP; shall pay $17,750,000 into an interest-bearing account within 20 days of the Court's Preliminary Approval of the Settlement. This agreement is detailed in a Stipulation of Settlement dated as of October24, 2012 (the "Stipulation"). In January 2011, Van der Moolen Specialists USA, LLC ("VDMS") and Van der Moolen Holding, N.V. ("VDMH") (collectively, "Van der Moolen") entered into a separate settlement agreement with the Class (the "Van der Moolen Settlement"). Pursuant to the terms of the Van der Moolen Settlement, Van der Moolen has deposited $750,000 into, an

-1-

Notice describes the rights you may have in connection with the settlements and what steps you may

take in relation to the settlements and the Litigation.

The settlements create a fund of $18,500,000 in cash plus any interest that may accrue

thereon (the "Settlement Fund"). 2 The Settlement Fund, subject to deductions for, among other

things, the expense of class notice and administration and tax and tax-related expenses, will be

available for distribution to Class Members. Your actual recovery from the Settlement Fund will

depend on a number of variables, including the number of persons identified with Compensable

Transactions and the size of those transactions, as well as the cost and expense of administering the

notice and claims process. In the unlikely event that 100% of the Compensable Transactions

incurred by Class Members that are entitled to a distribution under the Plan of Al location described

below participate in the settlement, the average payment will be approximately $4.00 per

Compensable Transaction, assuming that each Compensable Transaction is the same size and

amount. This amount may need to be allocated if more than one Class Member is associated with

the particular Compensable Transaction. The actual amount may change based on the number of

shares and the display book price in each Compensable Transaction.

Lead Plaintiff and Defendants do not agree on liability or damages that would be recoverable

if Lead Plaintiff had prevailed on each claim asserted. The issues on which the Parties disagree

include: (1) whether the statements made or facts allegedly omitted were false, material, or otherwise

actionable under the federal securities laws; (2) the extent to which the various matters that Lead

interest-bearing account. Plaintiffs will seek approval of both settlements at the Settlement Hearing. All of the settlement papers can be viewed at www.NYSESpecialistsLitigation.com .

2 Capitalized terms not otherwise defined herein have the meaning assigned to them in the Stipulation.

-2-

Plaintiff alleged actually took place; (3) the appropriate economic model for determining whether

trades made were done so in violation of NYSE rules; (4) the method by which trades on the NYSE

were accomplished; and, (5) whether the Class was properly certified in the Court's March 14,2009

Order.

Lead Plaintiff believes that the proposed settlements provide a good recovery and are in the

best interests of the Class. Defendants were prepared to continue to vigorously defend themselves,

and thus, there were significant risks associated with continuing to litigate, with the very real risk

that the Class could receive nothing. In addition, the amount of damages recoverable by the Class

was and is challenged by Defendants.

Lead Counsel have not received any payment for their services in conducting this Action on

behalf of Lead Plaintiff and the members of the Class, nor have they been paid for expenses incurred

in the prosecution of the litigation on behalf of the Class. If the settlements are approved by the

Court, Lead Counsel will request the Court for an award of attorneys' fees in the amount of

$7,613,000 and payment of expenses incurred in the prosecution of the Action in the amount of

$2,219,518, which were determined by the Hon. Daniel Weinstein but which remain subject to the

discretion and approval of the Court. The attorneys' fees and expenses awarded by the Court will be

paid by Defendants (except Van der Moolen) in addition to the Settlement Fund and will not reduce

the amount of money available for distribution to Class Members.

This Notice is not an expression of any opinion by the Court about the merits of any of the

claims or defenses asserted by any party in this Action or the fairness or adequacy of the proposed

settlements.

For further information regarding the settlements you may contact: Rick Nelson, do

Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San

- 3 -w

Diego, California 92 10 1, Telephone: (800) 4494900. You may also access the settlement website at

www.NYSESpecialistsLitigation.com for more information about the settlement. Please do not call

any representative of the Defendants or the Court.

I. NOTICE OF HEARING ON PROPOSED SETTLEMENT

A settlement hearing (the "Settlement Hearing") will be held on -, 2012, at_:_

_.m., before the Honorable Robert W. Sweet, United States District Judge, at the Daniel Patrick

Moynihan United States Courthouse, Southern District of New York, 500 Pearl Street, New York,

New York 10007. The purpose of the Settlement Hearing will be to determine: (1) whether the

Settlements consisting of $18,500,000 in cash plus accrued interest and income on the Settlement

Fund should be approved as fair, reasonable, and adequate to the Class; (2) whether the proposed

plan to distribute the settlement proceeds (the "Plan of Distribution") is fair, reasonable, and

adequate; (3) whether the application by Lead Counsel for an award of attorneys' fees and expenses

should be approved; and, (4) whether the Action should be dismissed with prejudice. The Court may

adjourn or continue the Settlement Hearing without further notice to the Class.

II. DEFINITIONS USED IN THIS NOTICE

As used herein, the following terms have the meanings specified below:

1. The terms used herein shall have the same meanings as in the Stipulation unless

otherwise indicated.

2. "Authorized Claimant" means any Claimholder whose claim for recovery has been

allowed pursuant to the terms of Section VI of this Notice.

3.. "Claimholder" means those Class Members with trades during the Class Period that

are identified as Compensable Transactions.

4. "Claims Administrator" means the firm of Heffler Radetich & Saitta LLP.

-4-

5. "Class" and "Class Members" mean all Persons who submitted orders (directly or

through agents) to purchase or sell NYSE-listed securities during the Class Period, which orders

were listed on the Specialists' Display Book and subsequently disadvantaged by the Settling

Defendants. Excluded from the class are the Settling Defendants, members of the immediate family

of each of the individual Settling Defendants, any person, firm, trust, or corporation that controls or

is controlled by any Specialist Defendant (an "Affiliate"), any officers or directors of any Settling

Defendant, and the legal representatives, agents, heirs, successors-in-interest or assigns of any

excluded party, in their capacity as such. Notwithstanding the foregoing, the exclusion set forth

herein shall not include any investment company or pooled investment fund, including but not

limited to, mutual fund families, exchange-traded funds, fund of funds, and hedge funds, inwhich

any Settling Defendant has or may have a direct or indirect interest, or as to which its Affiliates may

act as an investment advisor to, but in which the Settling Defendant or any of its Affiliates is not a

majority owner or does not hold a majority beneficial interest'. 3

6. "Class Period" means the period between January 1, 1999 and October 15, 2003,

inclusive.

7. "Clearing Member" means a member firm of a clearinghouse. They are institutions

through which trapsactions executed on the floor of the exchange are settled using a process of

matching purchases and sales.

8. "Compensable Transactions" means those trades identified in accordance with the

Plan of Allocation as potentially having been disadvantaged.

This sentence shall not apply to Van der Moolen.

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9. "Defendant Released Persons" is defined to include the entities set forth in 19.1 of the

Stipulation.

10. "Display Book" means the electronic work station on the floor of the New York

Stock Exchange, which included a display screen and keyboard, to which electronic orders were

transmitted via the Designated Order Turnaround System and/or Super Designated Order Turn

Around System and on which trades, both those executed with floor brokers and those with or

between electronic orders, were entered.

11. "DOT System" shall mean the Designated Order Turnaround System or the Super

Designated Order Turnaround System.

12. "Effective Date" means the date upon which the Settlement contemplated by the

Stipulation shall become effective as set forth in 18.1 of the Stipulation.

13. "Escrow Agent" means Robbins Geller Rudman & Dowd LLP. The Escrow Agent

shall maintain the Settlement Fund in a segregated escrow account not available to the creditors of

the Escrow Agent and shall not disburse any amount from the escrow account except as authorized

by the Stipulation or by Court order.

14. "Final" means: (i) the date of final affirmance on an appeal of the Final Order and

Judgment, the expiration of the time for a petition for or a denial of a writ of certiorari to review the

Final Order and Judgment and, if certiorari is granted, the date of final affirmance of the Final Order

Judgment following review pursuant to that grant; or (ii) the date of final dismissal of any appeal

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

the Final Order and Judgment; or (iii) if no appeal is filed, the expiration date of the time for the

filing or noticing of any appeal from the Court's Final Order and Judgment. Any proceeding or

order, or any appeal or petition for a writ of certiorari pertaining solely to any plan of allocation,

-6-

and/or application for attorneys' fees, costs, or expenses, shall not in any way delay or preclude the

Final Order and Judgment from becoming Final.

15. "Lead Counsel" means Robbins Geller Rudman & Dowd LLP.

16. "Lead Plaintiff' means California Public Employees' Retirement System or

"CaLPERS."

17. "Named Plaintiff' means Market Street Securities.

18. "Net Settlement Fund" means the Settlement Fund less any taxes and other expenses

and costs, including the costs of notice and administering the settlement that shall be paid.

19. "Nominee" is a brokerage firm, bank, investment firm, etc., with current or former

clients that are Authorized Claimants.

20. "Notice" means this Notice of Pendency and Proposed Settlement of Class Action.

21. "Parties" or "Settling Parties" means Plaintiffs (on behalf of themselves and each of

the Class Members) together with the Settling Defendants and Van der Moolen. "Party" shall refer

to any of the Persons that are among the Settling Parties.

22. "Person" means any individual, corporation, limited liability company, professional

corporation, limited liability partnership, partnership, limited partnership, association, joint stock

company, estate, legal representative, trust, unincorporated association, government or any political

subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors,

successors, representatives, or assignees.

23. "Plaintiffs' Counsel" means any counsel who has appeared on behalf of any plaintiff

in the Action.

24. "Preliminary Approval Orders" means the proposed order to be entered by the Court

preliminarily approving the settlements and directing notice thereof to the Class, substantially in the

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form of Exhibit A attached to the Stipulation and Exhibit A attached to the Van der Moolen

Settlement.

25. "Released Class Claims" is defined in 19.2 of the Stipulation.

26. "Released Settling Defendants' Claims" is defined in 19.3 of the Stipulation. 4

27. "Settlements" means the settlements embodied by the Stipulation and the Van der

Moolen Settlement.

28. "Settlement Amount" includes (a) the combined $17,750,000 the Settling Defendants

have agreed to pay, severally and not jointly, into an account maintained by the Escrow Agent; and

(b) the $750,000 paid by the Van der Moolen Defendants, which is in an account being maintained

by the Escrow Agent.

29. "Settlement Hearing" means the final hearing to be held by the Court to determine

whether to approve the Settlement of the Litigation as set forth herein.

30. "Settling Defendants' Affiliates" is defined in ¶1.36 of the Stipulation.

31. "Supplemental Agreement" shall mean the Supplemental Agreement Regarding

Requests for Exclusion, executed by the Parties on October 242012.

32. "Unknown Claims" is defined in 11.39 of the Stipulation.

III. THE LITIGATION

In and after October 2003, numerous securities class action complaints were filed in the

United States District Court for the Southern District of New York (the "Court") on behalf of a

purported class of investors against the Defendants, alleging violations of federal securities laws. In

There are no corresponding provisions to Definitions 24-26 and 30 in the Van der Moolen Settlement. Paragraph 3(c) of the Van der Moolen Settlement sets forth release provisions.

-8-

this Action, Ca1PERS is Lead Plaintiff, and Robbins Geller Rudman & Dowd LLP is Lead Counsel.

The primary allegations involved the market makers on the floor of the NYSE trading ahead of and

interpositioning between orders to buy and sell stock through the NYSE.

On November 16, 2004, Defendants moved to dismiss the Complaint. In an opinion dated

December 13, 2005, the Court, among other things, dismissed the state law claims against all the

Settling Defendants, the Section 20(a) claim as to Susquehanna, and the Section 10(b) manipulative

scheme claim as to Spear Leeds LP, Goldman Sachs, the Goldman Sachs Group, FleetBoston Corp.,

Bank of America, Quick & Reilly, Bear Steams, SIG LLP, and Susquehanna. While denying the

Settling Defendants' motion to dismiss the remaining claims, the Court held that no customer could

recover with respect to trades already covered by the Settling Defendants' regulatory settlements.

On June 28, 2007, Lead Plaintiff filed its motion for class certification, and requested that

Market Street Securities be added as a class representative. After numerous party and expert

depositions on class certification issues, the Settling Defendants filed an opposition to Lead

Plaintiff's class certification motion in October 2007, and Lead Plaintiff filed a reply in support of

certification in December 2007. On January 25, 2008, the Settling Defendants filed a motion to

strike the expert testimony filed in support of Lead Plaintiff's motion for class certification. On

April 30, 2008, the Court heard oral argument on the issues of class certification and the motions to

strike.

On March 14, 2009, the Court granted Lead Plaintiff's motion for class certification and

appointed Ca1PERS and Market Street as class representatives. The Court's order defines the class

as all persons and entities who submitted orders (directly or through agents) to purchase or sell

NYSE-listed securities during the Class Period, which orders were listed on the Specialists' Display

Book and subsequently disadvantaged by Defendants. On April 13, 2009, the Settling Defendants

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filed a petition pursuant to Federal Rule of Civil Procedure 23(f) for permission to appeal the Court's

class certification order. On April 24, 2009, Lead Plaintiff filed its opposition to the petition. On

October 1, 2009, the Second Circuit denied the Rule 23(f) petition.

Throughout the litigation, Lead Plaintiff actively pursued discovery from the Settling

Defendants and successfully pursued cooperative discovery from the NYSE and the SEC. Lead

Plaintiff obtained vast amounts of electronic trading data, as well as the software surveillance

program the United States Department of Justice used to identify illegal trades. Lead Plaintiff

reviewed hundreds of deposition transcripts and over 4 million pages of discovery. Lead Plaintiff

also consulted with forensic computing and securities market experts to analyze the NYSE's trading

data.

Van der Moolen Settlement

Lead Plaintiff and counsel for Van der Moolen began discussing a possible resolution in Fall

2010. At the time, defendant Van der Moolen Holding, N.V. was in bankruptcy proceedings in its

native Holland. After several arms-length discussions and negotiations, Lead Plaintiff and Van der

Moolen entered into a Settlement Agreement in early January 2011.

Pursuant to Lead Plaintiff's settlement with Van der Moolen, all of the claims of the

members of the Class defined in the District Court's March 14, 2009 Class Certification Order,

asserted against Van der Moolen in the Class Action, are settled in consideration of:

(a) a cash payment of $750,000 by Van der Moolen to Class Plaintiffs to be

maintained in a special interest-bearing escrow account established by counsel for Plaintiffs until

such time as the Van der Moolen Settlement is finally accepted and approved by the District Court;

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(b) Plaintiffs' retention of their rights, notwithstanding the settlement, to pursue

claims against Van der Moolen in the bankruptcy proceeding currently pending in Amsterdam, The

Netherlands ("the Dutch Bankruptcy Proceeding");

(c) Van der Moolen's assignment to the Certified Class of any rights it has in

connection with the undistributed Fair Funds Van der Moolen paid to the Securities and Exchange

Commission ("SEC"), as set forth in set forth in SEC Release No. 60403, dated July 30, 2009; and

(d) Van der Moolen's maintenance of documents, subject to an assertion of

privilege, relevant to this Action until one year from the execution of this Settlement for Plaintiffs to

obtain upon reasonable notice; and that not more than 2% of the Class Members opt out of the Class

Action before or after the District Court finally approves the Van der Moolen Settlement.

As part of the Van der Moolen Settlement, the Class Plaintiffs and Van der Moolen agreed

upon a release that will provide that Van der Moolen and any of their respective past or present

officers, directors, employees, agents, representatives and counsel (the "Van der Moolen Released

Parties") shall be released from any and all claims arising from Class Members who submitted

orders (directly or through agents) to purchase or sell NYSE-listed securities during the period from

January 1, 1999 through October 15, 2003, which orders were listed on the Specialists' Display

Book and subsequently disadvantaged by VDMS and the acts, facts, statements, or omissions that

were or could have been alleged by the Plaintiffs in the Class Action against the Van der Moolen

Released Parties.

The Settlement with the Remaining Defendants

After the Van der Moolen Settlement was agreed to, in an effort to resolve the Litigation

against the remaining defendants, the remaining parties attended mediation sessions before the

Honorable Daniel Weinstein (Ret.) in February and July, 2011. Following those mediation sessions

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and several additional arms-length negotiations, the remaining parties reached an agreement-in-

principle to settle the Litigation. After additional negotiations, the remaining parties reached an

agreement to settle the Litigation on the terms set forth in the Stipulation and summarized in this

Notice.

IV. CLAIMS OF LEAD PLAINTIFF AND THE BENEFITS OF THE SETTLEMENTS

Lead Counsel conducted a thorough investigation of the claims and the underlying events and

transactions alleged in the Complaint. Although Plaintiffs and Lead Counsel believe that the claims

asserted in the Litigation have merit, Lead Plaintiff and Lead Counsel recognize the expense, length,

and complexity of continued proceedings necessary to prosecute the Litigation against the

Defendants through summary judgment, trial, and a possible appeal. Lead Plaintiff and Lead

Counsel also have taken into account the uncertain outcome and the risk of litigation, especially in

complex actions such as this Litigation, as well as the difficulties and delays inherent in such

litigation. Lead Counsel also are mindful of the inherent problems of proof of, and possible defenses

to, the allegations and claims asserted in the Litigation.

Accordingly, Lead Plaintiff, through its counsel, conducted discussions and arm's-length

negotiations with counsel for the Defendants with respect to a compromise and settlement of the

Litigation, with a view to settling the issues in dispute with the Defendants and achieving the best

relief possible for the Class.

Based upon its investigation, Lead Counsel concluded that the terms and conditions of the

Stipulations and the Van der Moolen Settlement are fair, reasonable, and adequate to Lead Plaintiff

and the Class, and in their best interests. Lead Counsel and Lead Plaintiff believe that the

Settlements confer substantial benefits upon the Class and each of the Class Members, and have

agreed to settle the claims raised in the Litigation pursuant to the terms and provisions of both the

-12-

Stipulation and the Van der Moolen Settlement, after considering: (a) the benefits that Lead Plaintiff

and the members of the Class will receive from the settlement of the Litigation; (b) the evidence

collected to date; and (c) the attendant risks, delay and expense of continuing litigation.

V. NO ADMISSION OF WRONGDOING BY THE DEFENDANTS

The Defendants deny that they have committed or intended to commit any wrongdoing or

violations of law arising out of any of the conduct, statements, acts, or omissions alleged in the

Litigation, and maintain that their conduct was at all times proper and in compliance with applicable

provisions of law. The Defendants further deny that they made any material misstatements or

omissions in public filings, press releases, or other public statements, that Lead Plaintiff or the Class,

as defined below, have suffered any damages, or that Lead Plaintiff or the Class were harmed by any

conduct alleged in the Litigation or that could have been alleged therein.

Nonetheless, to eliminate the burden and expense of further litigation, the Defendants wish to

settle the Litigation on the terms and conditions stated in the Stipulation and to put the claims to rest

finally and forever, without in any way acknowledging any wrongdoing, fault, liability, or damages

to Lead Plaintiff and the Class or otherwise.

The Stipulation and the Van der Moolen Settlement and all negotiations, discussions, and

proceedings in connection therewith shall not be deemed to constitute a presumption, concession, or

an admission by any Party of any fault, liability, or wrongdoing by them, and shall not be

interpreted, construed, deemed, involved, offered, or received in evidence or otherwise used by any

Person in the Litigation, or in any other action or proceeding, whether civil, criminal, or

administrative, except in connection with any proceeding to enforce the terms of the Stipulation and

the Van der Moolen Settlement. If the settlements do not receive Final Approval from the Court, the

Parties shall revert to their respective litigation positions as if the Stipulation and the Van der

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Moolen Settlement, and all negotiations, discussions, and proceedings in connection therewith, never

existed.

VI. PLAN OF ALLOCATION OF NET SETTLEMENT FUND

(1) The Net Settlement Fund shall be distributed to Authorized Claimants substantially in

accordance with the Plan of Allocation to be described herein and approved by the Court.

(2) The Claims Administrator shall determine each Authorized Claimant's pro

rata share of the Net Settlement Fund.

(3) The Plan of Allocation proposed in this Notice is not a necessary term of the

Stipulation or the Van der Moolen Settlement and it is not a condition of the settlements that

the Plan of Allocation be approved.

(4) Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his, her, or its participation in Compensable Transactions

compared to the total Compensable Transactions of all Authorized Claimants.

(5) Lead Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Net Settlement Fund by the Claims Administrator.

(6) For purposes of determining if a Class Member shall be entitled to be treated

as an "Authorized Claimant," the following conditions shall apply:

(i) The Compensable Transactions were determined by an algorithm obtained and

implemented under the supervision of Lead Counsel, and calculated by the Claims Administrator, in

connection with the Litigation. If a Clearing Member or Nominee identified one Claimholder for a

particular transaction, the total disadvantaged amount was assigned to that Claimholder. Ifmultiple

Claimholders were identified for one transaction, the disadvantaged amount was allocated to each

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Claimholderpro rata, based on the number of shares. The Claims Administrator shall send Notice

of the Settlement as well as the approximate Compensable Transaction Amount to Claimholders.

(ii) Before Notice is given to Claimholders, the Claims Administrator will submit

a report to Lead Counsel seeking approval. This report will include the name of each Claimholder

along with their approximate damage amount. The database of approved Claimholders will be

submitted to the U.S. Postal Service's National Change of Address vendor to standardize the

addresses for postal rate discounts and to update mailing addresses. Each updated database of

Claimholders and damage amounts will then be sent to the Claims Administrator, who is also

serving as the Disbursing Agent, for printing and mailing of distribution checks. The distribution

will be funded from the applicable Escrow Fund by a transfer of funds into a distribution checking

account held by the Escrow Agent. Under the Internal Revenue Code, the Claims Administrator is

required to withhold applicable taxes from payments of the damage amount, unless the Claims

Administrator has received adequate tax documentation from, or on behalf of, the Claimholder prior

to making such payment, and, further, the Claims Administrator is required to notify the payee of

such withholding, if any;

(iii) A distribution check will be mailed, by first-class mail, to each Authorized

Claimant. Each distribution check will be clearly marked "Must be negotiated within 180 days of

issuance" and any check not negotiated within the 180-day period, except in the case of returned

checks, name changes and pursuant to the Verification Procedure described below, will be deemed

abandoned and the funds will remain in the Escrow Account until such time as the Claims

Administrator determines the appropriate use of such funds. Claimholders with distribution checks

greater than $500 that are not negotiated within 90 days from the date of the distribution, may be

_ 15 -

sent a reminder letter via first-class mail requesting them to cash the check or, if not received,

request the distribution check to be reissued;

(iv) Distribution checks returned to the claims Administrator as undeliverable will

be sorted in two categories and the Claimholder's data file will be appropriately marked in the

Claims Administrator's main database. If the Post Office provides a forwarding address, the Claims

Administrator will change the main database and re-mail the distribution check. If no forwarding

address is provided, the name and old address will be sent to a credit bureau for updated addresses.

Any updated addresses received will be used to re-mail the distribution checks. Any checks re-

mailed will include a cover letter indicating the payee has 180 days from the date of the letter to

negotiate the check; and

(v) What constitutes a Compensable Transaction and the amount assigned to each

Compensable Transaction is a product of the algorithm employed by the Claims Administrator and

as developed by Plaintiffs in the underlying litigation. Such determinations shall be final and not

subject to challenge.

(vi) The Authorized Claimants' share of the settlement will depend on both the

number and size of Compensable Transactions, as well as how many Authorized Claimants are

located and receive payment. For example, if 100% of the Authorized Claimants are located and

paid, the average payment will be approximately $4.00 per Compensable Transaction, assuming that

each Compensable Transaction is the same size and amount. This amount may need to be allocated

if more than one Claim holder is associated with the particular Compensable Transaction. The actual

amount may change based on the number of shares and the display book price of each Compensable

Transaction.

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VII. TO REQUEST EXCLUSION FROM THE CLASS

You may request to be excluded from the Class. To do so, you must mail a written request

stating that you wish to be excluded from the Class to:

NYSE Specialist Securities Litigation do Heffler Claims Administration P.O. Box 240 Philadelphia, PA 19105-0240

The request for exclusion must state: (1) your name, address, and telephone number; and (2)

all purchases and sales of covered NYSE securities during the Class Period, including the dates of

each purchase or sale, and the number and type of shares purchased or sold. YOUR EXCLUSION

REQUEST MUST BE POSTMARKED ON OR BEFORE _ ,2012. If you submit

a valid and timely request for exclusion, you shall have no rights under the Settlement, shall not

share in the distribution of the Net Settlement Fund, and shall not be bound by the Settlement

Agreement or the Judgment.

VIII. DISMISSAL AND RELEASES

If the proposed settlements are approved, the Court will enter final judgments. Both of the

judgments will dismiss the released claims (including unknown claims) with prejudice as to all

Defendants as set forth in the Stipulation at 19.2 and the Van der Moolen Settlement at 13.c.

The judgments will provide that all Class Members who have not previously validly and

timely requested to be excluded from the Class shall be deemed to have released and forever

discharged all released claims (to the extent members of the Class have such claims, including

Unknown Claims) against all Defendant Released Persons and Van der Moolen Released Persons.

IX. APPLICATION FOR ATTORNEYS' FEES AND EXPENSES

At the Settlement Hearing, Lead Counsel will apply to the Court for an award of attorneys'

fees and expenses in connection with prosecuting the Litigation, plus interest on such attorneys' fees

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and expenses at the same rate and for the same periods as earned by the Settlement Fund (until paid),

in an amount to be approved by the Court (the "Fee and Expense Application"). The Parties to the

Stipulation made submissions regarding the appropriate fee to the Hon. Daniel Weinstein, who

determined that Lead Counsel should be awarded $7,613,000 in attorneys' fees and $2,219,518 in

expenses. The Parties to the Stipulation acknowledge that the determination of an attorneys' fee and

expense reimbursement amount remains within the discretion of, and subject to approval by, the

Court. In no event, however, shall the Defendants who are signatories to the Stipulation be required

to pay, nor shall Lead Counsel request, an award of fees or reimbursement expenses in excess of the

amounts awarded by the mediator. Any attorneys' fees and/or expenses awarded by the Court,

subject.to the limitations set forth herein, shall be paid by the Defendants who are signatories to the

Stipulation, severally and not jointly, as determined solely by those Defendants on a confidential

basis, to Lead Counsel within twenty (20) days of entry of the Final Order and Judgment,

notwithstanding any objection, appeal, or collateral attack on the Settlement or any part thereof.

Lead Counsel shall allocate the attorneys' fees among Plaintiffs' Counsel in a manner which they, in

good faith, believe reflects the contribution of such counsel to the prosecution and settlement of the

Litigation. Lead Counsel reserves the right to seek an award of attorneys' fees and/or costs as part of

the Van der Moolen Settlement, which fees and/or costs would be paid from, and not in addition to,

the $750,000 Van der Moolen has paid.

To date, Lead Counsel have not received any payment for their services in conducting this

Action on behalf of Lead Plaintiff and the members of the Class, nor have counsel been paid for their

expenses incurred in the prosecution of the Litigation. The fee requested by Lead Counsel would

compensate counsel for their efforts in achieving the Settlement Fund for the benefit of the Class,

and for their risk in undertaking this representation on a contingency basis.

-18-

X. CONDITIONS OF SETTLEMENT

The Settlement is conditioned upon the occurrence of certain events described in the

Settlement. Those events include, among other things: (1) entry of the judgments by the Court, as

provided for in the Stipulation and the Van der Moolen Settlement; and, (2) expiration of the time to

appeal from or alter or amend thejudgments. If, for any reason, any one of the conditions described

in the Stipulation or the Van der Moolen Settlement are not met, the settlements might be terminated

(including pursuant to the contingent right to terminate the Settlement as set forth in 18.5 of the

Stipulation and 11(e) of the Van der Moolen Settlement) and, if terminated, will become null and

void and the parties to the Stipulation and the Van der Moolen Settlement will be restored to their

respective positions in the Litigation as of the execution of the date of the Stipulation and the Van

der Moolen Settlement. The termination rights of the Defendants as set forth in the Stipulation and

Van der Moolen Settlement are separate and distinct. Termination of one settlement does not affect

the other.

XI. THE RIGHT TO BE HEARD AT THE HEARING

Any Class Member may appear at the Settlement Hearing in person or by counsel and may

be heard, to the extent allowed by the Court, either in support of or in opposition to the fairness,

reasonableness, and adequacy of the settlements as set forth in the Stipulation or the Van der Moolen

Settlement or any related matter (including the request for attorneys' fees or the plan of allocation or

any other matter). However, no person shall be heard in opposition to the settlements or any related

matter, and no papers or briefs submitted by or on behalf of any such person shall be accepted or

considered by the Court, unless, by such person files the following with the Court

and serves the same on or before such filing by hand or overnight mail on the Lead Counsel and all

counsel of record for the Defendants: (i) a written notice of intention to appear; (ii) a statement of all

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purchases and sales of covered NYSE securities during the Class Period, including the dates of each

purchase or sale, and the number and type of shares purchased or sold; (iii) a detailed statement of

the objections to any matters before the Court; (iv) a statement advising of any court proceeding in

which said objector has made an objection to a proposed class action settlement within the past three

years, including case name, docket number, and court; (v) the grounds or reasons why the Member

of the Class desires to appear and be heard; and, (vi) all documents or writings the Member of the

Class desires the Court to consider. A Class member may object to either or both settlements set

forth in the Stipulation or the Van der Moolen Settlement.

ROBBINS GELLER RUDMAN & DOWD LLP Jeffrey Light 655 W. Broadway Suite 1900 San Diego, CA 92101

Counsel for Lead Plaintiffs

BARRACK, RODOS & BACINE Daniel Bacine 3300 Two Commerce Square 2001 Market Street Philadelphia, PA 19103

Counsel for Plaintiff Market Street Securities, Inc.

WILMER CUTLER PICKERING HALE and DORR LLP JEFFREY B. RUDMAN ROBERT W. TRENCHAR]) 60 State Street Boston, MA 02109

Counsel for Spear, Leeds & Kellogg Specialists LLC; Spear, Leads & Kellogg, L.P.; Goldman, Sachs & Co.; and The Goldman Sachs Group, Inc.

DAVIS POLK & WARDWELLLLP LAWRENCE PORTNOY JAMES I. McCLAMMY 450 Lexington Avenue New York, NY 10017

-20-

Counselfor FleetBoston Financial Corp.; Fleet Specialist, Inc.; Bank ofAmerica Corp.; and Quick & Reilly, Inc.

KING & SPALDING LLP RICHARD A. CIRCILLO KAREN R. KOWALSKI 1185 Avenue of the Americas New York, NY 10036-4003

BALLARD SPAHR ANDREWS & INGERSOLL, LLP M. NORMAN GOLDBERGER 1735 Market Street, 51St Floor Philadelphia, PA 19103-7599

Counsel for SIG Specialists, Inc. and Susquehanna International Group, LLP

WElL, GOTSIIAL & MANGES LLP IRWIN H. WARREN STEPHEN A. RADIN JOSHUA S. AMSEL 767 Fifth Avenue New York, NY 10153-0119

Counsel for LaBranche & Co Inc. and LaBranche & Co. LLC

MORGAN, LEWIS & BOCKIUS LLP JOHN M. VASSOS BRIAN HERMAN 101 Park Avenue New York, NY 10178-0060

Counsel for Bear Wagner Specialists LLC and Bear, Stearns & Co., Inc.

SCHULTE ROTH & ZABEL LLP HOWARD SCHIFFMAN HARRY S. DAVIS 1152 Fifteenth Street, N.W. Washington, D.C. 20005

SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022

Counsel for Kellogg Specialist Group, LLCfi7c/a Performance Specialist Group, LLC

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EMMET, MARVIN & MARTIN, LLP E. MICHAEL BRADLEY 120 Broadway New York, NY 10271

Counsel for George ML. LaBranche, IV

DUANE MORRIS LLP MARVIN G. PICKHOLZ 1540 Broadway New York, NY 10036-4086

Counsel for Defendants Van der Moolen Specialists USA, LLC and Van der Moolen Holding, N. V.

SPECIAL NOTICE TO NOMINEES

If you hold or held any covered securities during the Class Period as nominee for a beneficial

owner, then, within thirty (30) calendar days after you receive this Notice, you must provide a list of

the names and addresses of such Persons to the Claims Administrator:

NYSE Specialist Securities Litigation do Heffler Claims Administration P.O. Box 240 Philadelphia, PA 19105-0240

XII. EXAMINATION OF PAPERS

This Notice is a summary and does not describe all of the details of both settlements. For full

details of the matters discussed in this Notice, you may access the In re NYSE Specialists Securities

Litigation settlement website at www.NYSESpecialistsLitigation.com . You may review the

Stipulation and the Van der Moolen Settlement filed with the Court, which may be inspected during

business hours, at the office of the Clerk of the Court, United States District Court, Southern District

of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New

York 10007.

If you have any questions about the settlements in this Action, you may contact a

representative of Lead Counsel: Rick Nelson, do Shareholder Relations, Robbins Geller Rudman & -22-

Dowd LLP, 655 West Broadway, Suite 1900, San Diego, California 92101, Telephone: 1-800-449-

4900.

DO NOT. TELEPHONE THE COURT REGARDING THIS NOTICE

DATED: ______, 2012 ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

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Exhibit A-2

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x In re NYSE SPECIALISTS SECURITIES : Master File No. 03-C V-8264(RWS) LITIGATION

CLASS ACTION

This Document Relates To: . SUMMARY NOTICE OF PENDENCY AND

ALL ACTIONS. SETTLEMENT OF CLASS ACTION

EXHIBIT A-2

7812951

TO: ALL PERSONS AND ENTITIES WHO SUBMITTED ORDERS (DIRECTLY OR

THROUGH AGENTS) TO PURCHASE OR SELL NEW YORK STOCK EXCHANGE-LISTED

SECURITIES DURING THE PERIOD JANUARY 1, 1999 THROUGH OCTOBER 15, 2003

("CLASS PERIOD"), THAT WERE LISTED ON THE SPECIALISTS' DISPLAY BOOK (i.e.,

submitted electronically via the DOT or Super DOT systems).

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court

for the Southern District of New York, that a hearing will be held on ,2012, at p.m.,

before the Honorable Robert W. Sweet, at the Daniel Patrick Moynihan United States Courthouse,

500 Pearl Street, New York, New York, for the purpose of determining (1) whether the proposed

settlement of the claims in the Litigation for the total principal amount of $18,500,000 in cash plus

accrued interest, should be approved by the Court as fair, reasonable, and adequate; (2) whether the

final orders and judgments should be entered by the Court dismissing the Litigation with prejudice;

(3) whether the Plan of Allocation is fair, reasonable, and adequate and therefore should be

approved; and (4) whether the application of Lead Counsel for the payment of attorneys' fees and

expenses should be approved.

If you submitted orders (directly or through agents) to purchase or sell New York Stock

Exchange-listed securities during the period January 1, 1999 through October 15, 2003 ("Class

Period"), that were listed on the Specialists' display book (i.e., submitted electronically via the DOT

or Super DOT systems), your rights may be affected by the settlement of this Litigation. In the

unlikely event that 100% of the Compensable Transactions incurred by Class Members that are

entitled to a distribution under the Plan of Allocation described below participate in the settlement,

the average payment will be approximately $4.00 per Compensable Transaction, assuming that each

Compensable Transaction is the same size and amount. This amount may need to be allocated if

-1- 781295_I

more than one Class Member is associated with the particular Compensable Transaction. The actual

amount may change based on the number of shares and the display book price in each Compensable

Transaction. If you have not received a detailed Notice of Pendency and Proposed Settlement of

Class Action ("Notice"), you may obtain copies by writing to NYSE Specialist Securities Litigation,

do Heffler Claims Administration, P.O. Box 240, Philadelphia, PA 19105-0240 or on the internet at

www.NYSESpecialistsLitigation.com . If you are a Class Member, but if you desire to be excluded

from the Class, you must submit a request for exclusion postmarked by , in the

manner and form explained in the detailed Notice referenced above. All Members of the Class who

have not timely and validly requested exclusion from the Class will be bound by any judgment

entered in the Litigation pursuant to the Stipulation of Settlement dated October 24 , 2012 (the

"Stipulation") and the Van der Moolen Settlement. If you wish to object to the settlement you must

do so by 2012. The detailed Notice explains how to exclude yourself or object.

DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE.

DATED:

BY ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

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Exhibit B

4

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

x In re NYSE SPECIALISTS SECURITIES

Master File No. 03-C V-8264(RWS)

LITIGATION CLASS ACTION

This Document Relates To: • [PROPOSED] FINAL ORDER AND

ALL ACTIONS. JUDGMENT AS TO VAN DER MOOLEN

x

590505_i

All members of the class defined in the District Court's March 14, 2009 Order Certifying a

Class (the "Class Plaintiffs") and the defendants Van der Moolen Specialists USA Inc. and Van der

Moolen Holding N.V. (collectively "Van der Moolen") having arrived at a settlement in this case, it

is hereby:

ORDERED, that this action, and all allegations made herein against Van der Moolen shall be

and hereby is dismissed with prejudice, and all Class Plaintiffs shall be deemed to have released all

claims that they may have against Van der Moolen in accordance with Paragraph 3(c) of the Parties'

Settlement Agreement, except Class Plaintiffs retain all rights to pursue their claims for relief against

the bankrupt estate of Van der Moolen Holding N.Y. in its current bankruptcy proceedings pending

in Amsterdam, The Netherlands, in accordance with the provisions for filing and pursuing claims

under The Netherlands Bankruptcy Act ("Faillissementswet").

IT IS SO ORDERED.

DATED: THE HONORABLE ROBERT W. SWEET SENIOR UNITED STATES DISTRICT JUDGE

ENTERED:

CLERK

-1- 590505_I

DECLARATION OF SERVICE BY ELECTRONIC MAIL AND U.S. MAIL

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States

and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested

party in the within action; that declarant' s business address is 655 West Broadway, Suite 1900, San

Diego, California 92101.

2. That on October 25, 2012, declarant served the SETTLEMENT AGREEMENT by

depositing a true copy .thereof in a United States mailbox at San Diego, California in a sealed

envelope with postage thereon fully prepaid and addressed to the parties listed on the attached

Service List.

3. Also on October 25, 2012,1 served the attached SETTLEMENT AGREEMENT on

the parties denoted on the attached Service List.

4. That there is a regular communication by mail between the place of mailing and the

places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed on October

25, 2012, at San Diego, California.

NYSE SPECIALISTS (LEAD) Service List - 10/24/2012 (03-0352)

Page 1 of 2

Counsel For Defendant(s)

M. Norman Goldberger *** Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599

215/665-8500 215/864-8999(Fax)

Lawrence Portnoy James McClammy *** Ian R. Rooney Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017

212/450-4000 212/701-5800(Fax)

Marvin G. Pickholz 1c E. Michael Bradley *** Duane Morris, LLP

Emmet, Marvin & Martin, LLP 1540 Broadway

120 Broadway, 32nd Floor New York, NY 10036-4086

New York, NY 10271

212/692-1000

212/238-3089 212/692-1020(Fax)

212/238-3100(Fax)

Richard A. Cirilto King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036-4003

212/556-2100 212/556-2222(Fax)

John M. Vassos *** Brian A. Herman *** Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178-0060

212/309-6000 212/309-6273 (Fax)

NYSE SPECIALISTS (LEAD) Service List - 10/24/2012 (03-0352)

Page 2 of 2

Howard Schiffman Corey A. Schuster Schulte Roth & Zabel LLP 1152 Fifteenth Street, NW, Suite 850 Washington, DC 20005

2021729-7470 202/730-4520 (Fax)

Irwin H. Warren Stephen A. Radin Joshua S. Amsel Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

212/310-8000 212/310-8007(Fax)

Robert W. Trenchard *** WilmerHale LLP 399 Park Avenue New York, NY 10022

212/230-8807 212/230-8888(Fax)

Counsel For Plaintiff(s)

Daniel E. Bacine Mark R. Rosen Barrack, Rodos & Bacine 3300 Two Commerce Square 2001 Market Street Philadelphia, PA 19103

215/963-0600 215/963-0838(Fax)

Darren J. Robbins David W. Mitchell Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA 92101

619/231-1058 619/231-7423(Fax) .. .

Denotes service via Electronic Mail