- „t•

• _ r-,' UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ALABAMASOUTHERN DIVISION 02 JAI! -1 PR ?: 5;

j i rj -Frde •CILRT

N.D. OF AL .F3A

)STATE OF WISCONSIN INVESTMENT BOARD, )KENNETH D. BUSH, EDWARD E. EUBANK, JR., )and JOHN MICHAEL, suing on behalf of themselves )and all others similarly situated, )

) CV 99-BU-3097-SPlaintiffs, ) and

) CV 99-BU-3129-SVS.

)

DELOITTE & TOUCHE LLP, STEVEN H. BARRY, )AND KAREN BAKER, )

)

Defendants. ))

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement dated as of December 21, 2001 (the

"Settlement Stipulation") is submitted pursuant to Rule 23 of the Federal Rules of Civil Proce-

dure. Subject to the approval of the Court, this Settlement Stipulation is entered into among

plaintiffs State of Wisconsin Investment Board, Kenneth D. Bush, Edward E. Eubank, Jr., and

John Michael and the Class (as hereinafter defined) and Defendants Deloitte & Touche LLP

("Deloitte"), Steven H. Barry, and Karen Baker (collectively "Defendants").

WHEREAS:

A. This action is a consolidation of three putative class actions filed on behalf of

purchasers of Just For Feet, Inc. ("JFF") common stock, captioned State of Wisconsin

Investment Board v. Ruttenberg, No. CV 99-BU-3097, Massey v. Ruttenberg, No. CV 99-BU-

3129, and Lane v. Ruttenberg, No. CV 99-BU-3307-S, pending in or removed to the United

States District Court for the Northern District of Alabama, Southern Division (the "Court");

B. By Order dated July 3, 2001, the Court severed the consolidated action insofar as

directed against Defendants from the consolidated action insofar as directed against co-

defendants Harold Ruttenberg, Eric L. Tyra, Peter Berman, Cooper Evans, Patrick Lloyd, Don-

Allen Ruttenberg, Michael Lazarus, Helen Rockey, Scott C. Wynne, Randall L. Haines, and

Adam Gilburne, and the consolidated action insofar as directed against Defendants is hereinafter

referred to as the "Action";

C. The operative complaint in the Action is the Consolidated Class Action

Complaint dated June 15, 2000 (the "Complaint");

D. The Complaint alleges against Defendants violations of sections 10(b) and 18 of

the Securities Exchange Act of 1934 and state law claims for common law fraud and deceit and

professional negligence;

E. By Order dated January 12, 2001, the Court dismissed the state law claims, but

denied Defendants' motions to dismiss the federal securities claims;

F. By Order dated July 3, 2001, the Court certified a class of all persons and entities

who purchased common stock ofJFF between May 5, 1997 and November 1, 1999, excluding

from the Class: (1) Deloitte & Touche LLP, Steven H. Barry, Karen Baker, Harold Ruttenberg,

Eric Tyra, Peter Berman, Cooper Evans, Patrick Lloyd, Don-Allen Ruttenberg, Michael Lazarus,

Helen Rockey, Scott C. Wynne, Randall L Haines, and Adam Gilburne; (2) members of their

families; (3) their subsidiaries or affiliates; (4) their shareholders, partners, officers, directors,

employees, or controlling persons; (5) any entity in which any of them has a controlling interest;

(6) sitting magistrates, judges, justices, and their respective spouses and children; (7) counsel for

plaintiffs and their respective spouses and children; and (8) the legal representatives, heirs,

successors or assigns of any such excluded person;

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G. The State of Wisconsin Investment Board, John Michael, Edward E. Eubank, Jr.

and Kenneth D. Bush (collectively the "Representative Plaintiffs") have been appointed to

represent the Class in the Action;

H. Discovery has been completed in the Action, and has included, inter alia, (i) -

inspection by Plaintiffs' Counsel of more than 1,000,000 pages of documents produced by, or

otherwise relating to, JFF; (ii) the taking and defending of 26 depositions; (iii) consultation with

experts in the fields of damages, commercial lending, and auditing/accmmting and the

preparation of expert reports; and (iv) review of .IFF's public filings; •

I. Defendants deny any wrongdoing whatsoever;

J. Plaintiffs' Counsel have conducted an extensive investigation relating to the

claims and the underlying events and transactions alleged in the Complaint;

K. Plaintiffs' Counsel have conducted arm's length negotiations with counsel for

Defendants with respect to a settlement of the Action with a view to achieving the best relief

possible consistent with the interests of the Class; and

L. Based upon their investigation and pretrial discovery as set forth above, Plaintiffs'

Counsel have concluded that the terms and conditions of this Settlement Stipulation are fair,

reasonable, and adequate to the Class, and in its best interests, and have agreed to settle the

Action after considering (a) the substantial benefits that the Class will receive from settlement of

the Action, (b) the attendant risks of litigation, and (c) the desirability of pamitting the

Settlement to be consummated as provided by the terms of this Settlement Stipulation;

NOW, THEREFORE, it is hereby STIPULATED AND AGREED, by and among the

parties to this Settlement Stipulation, through their respective attorneys, subject to approval of

the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, that all Settled Claims

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(as defined below) as against the Released Parties (as defined below) shall be compromised,

settled, released and dismissed with prejudice, upon and subject to the following terms and

conditions:

CERTAIN DEFINITIONS

1. As used in this Settlement Stipulation, the following tenns have the following

meanings:

(a) "Authorized Claimant" means a Class Member who submits a timely

•-and valid Proof of Claim form to the Claims Administrator.

(b) "Claims Administrator" means the fmn of The Garden City Group,

which shall administer the Settlement.

(c) "Class" and "Class Members" means all persons and entities who

purchased common stock of Just For Feet, Inc., between May 5, 1997 and November 1, 1999,

inclusive, excluding (1) Deloitte & Touche LLP, Steven II. Hairy, Karen Baker, Harold

Ruftenberg, Eric Tyra, Peter Berman, Cooper Evans, Patrick Lloyd, Don-Allen Ruttenberg,

Michael Lazairus, Helen Rockey, Scott C. Wynne, Randall L. Haines, and Adam Gilbume; (2)

members of their families; (3) their subsidiaries or affiliates; (4) their shareholders, partners,

officers, directors, employees, or controlling persons; (5) any entity in which any of them has a

controlling interest; (6) sitting magistrates, judges, justices, and their respective spouses and

children; (7) counsel for plaintiffs and their respective spouses and children; and (8) the legal

representatives, heirs, successors or assigns of any such excluded person. Also excluded from

the Class are any putative Class Members who exclude themselves by filing a request for

exclusion in accordance with the requirements set forth in the Notice, as hereinafter defined.

The "Class" includes the Class Members collectively as well as each Class Member acting

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•

•(d) "Class Representatives" means the State of Wisconsin Investment Board,

Kenneth D. Bush, Edward E. Eubank, Jr., and John Michael.

(e) "Class Period" means the period from May 5, 1997 through November 1,

1999, inclusive.

(f) "Court" means the United States District Court for the Northern District

of Alabama, Southern Division.

(g) "Defendants" means Deloitte & Touche LLP, Steven H. Barry, and Karen

Baker.

(h) "Effective Date of Settlement" or "Effective Date" means the date upon

which the settlement contemplated by this Settlement Stipulation shall become effective, as set

forth below.

(i) "Final Order and Judgment" means the proposed order to be entered

approving the Settlement Stipulation substantially in the form attached hereto as Exhibit B.

(j) "Notice" means the Notice of Class Certification and Settlement of Class

Action, which is to be sent to members of the Class substantially in the form attached hereto as

Exhibit 1 to Exhibit A.

(k) "Plaintiffs' Counsel" means the law firms of Ragsdale & Wheeler, LLC;

Cauley Geller Bowman & Coates, LLP; Grant & Eisenhofer, P.A.; and Haskell Slaughter Young

& Rediker, L.L.C.

(1) "Preliminary Order" means the order preliminarily approving the

Settlement and directing notice thereof to the Class substantially in the form attached hereto as

Exhibit A.

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)

(m) "Publication Notice" means the Summary Notice of Pendency of Class

Action, Proposed Settlement and Settlement Hearing in the form attached as Exhibit 3 to

Exhibit A.

(n) "Released Parties" means Deloifte & Touche USA LLP (formerly known

as Deloitte & Touche LLP, Deloitte & Touche, and Deloitte Haskins & Sells), Deloitte &

Touche LLP (formerly known as D&T Partners LLP), Deloitte Consulting Holding LLC, and

Deloitte Consulting L.P., successor to Deloitte Consulting LLC (formerly known as Deloitte &

Touche Consulting Group LLC), and their past, present and future parent companies,

subsidiaries, divisions, related or affiliated entities, predecessors (including without limitation

Touche Ross & Co.) and successors, their respective present and former directors, officers,

partners (including Steven H. Barry), principals, members, stockholders, owners, employees

(including Karen Baker), agents, servants, subrogees, insurers and attorneys, and their respective

representatives, heirs, executors, spouses, personal representatives, administrators, successors,

transferees and assigns.

(o) "Settled Claims" means any and all claims (including Unknown Claims)

against the Released Parties relating in any way to the purchase or other acquisition of JFF •

common stock during the Class Period, anything alleged (or that could have been alleged)

against the Released Parties in the Action, anything relating in any way to the allegations of the

Complaint, or any violation of law in connection therewith (but excluding any claims to enforce

the terms of the Settlement).

'(p) "Settled Defendants' Claims" means any and all claims, rights or causes

of action or liabilities whatsoever, including both known and Unknown Claims, that were or

could have been asserted by Defendants against the Class, the Class Representatives, or any of

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their past, present and future parent companies, subsidiaries, divisions, related or affiliated

entities, predecessors and successors, their respective present and former directors, officers,

partners, principals, members, stockholders, owners, employees, agents, servants, subrogees,

insurers and attorneys (including Plaintiffs' Counsel), and their respective representatives, heirs, .

executors, spouses, personal representatives, administrators, successors, transferees and assigns,

in connection with, arising out of, or relating in any way to the institution, prosecution, or

settlement of the Action or the Settled Claims (but excluding any claims to enforce the terms of

the Settlement).

(q) "Settlement" means the settlement contemplated by this Settlement

Stipulation.

(r) "Settlement Fairness Hearing" means the hearing to be held before the

Court as to final approval of the Settlement.

(s) "Unknown Claims" means any and all Settled Claims which any Class

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

Released Parties, and any Settled Defendants' Claims which any Defendant does not know or

suspect to exist in his, her, or its favor, which if known by him, her, or it might have affected his,

her, or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims

and Settled Defendants' Claims, the parties agree that upon the Effective Date, the Class and

Defendants expressly waive all provisions, rights, and benefits conferred by any law of any state

or territory of the United States, or principle of common law pursuant to, or which is similar,

comparable, or equivalent to, Cal. Civ. Code 1542, which provides:

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor.

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The inclusion of "Unknown Claim? in the definition of Settled Claims and Settled Defendants'

Claims was separately bargained for and was a key element of the Settlement.

RELEASE AND BAR OF FURTHER PROSECUTION OF CLAIMS

2. The obligations incurred pursuant to this Settlement Stipulation shall be in full

and final disposition of the Action and any and all Settled Claims as against all Released Ptuties

and any and all Settled Defendants' Claims. It is an important element to Defendants'

participation in the Settlement that the Released Parties obtain the fidlest possible release from

further liability to any Class Member relating to the Settled Claims, and it is the intention of the

parties to this Settlement Stipulation that all further risk and liability of Defendants and the

Released Parties relating to the Settled Claims be hereby eliminated.

3. (a) Upon the Effective Date of the Settlement, the Class Members on behalf

of themselves, their heirs, executors, administrators, predecessors, successors and assigns,

thereby release and will be deemed to release and forever discharge the Released Parties from all

Settled Claims, and shall thereby forever be enjoined from prosecuting any Settled Claims

against any of the Released Parties.

(b) Upon the Effective Date of the Settlement, each of the Defendants, on

behalf of themselves and the Released Parties, thereby releases and will be deemed to release and

forever discharge each and every Settled Defendants Claim, and shall thereby forever be

enjoined from prosecuting the Settled Defendants' Claims.

(c) Upon the Effective Date of the Settlement, all claims for contribution

arising out of the Action are thereby barred: (i) against Defendants; and (ii) by Defendants

against any person or entity other than a person or entity whose liability to Class Members has

been extinguished pursuant to this Settlement Stipulation or the Final Order arid Judgment.

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)

4. (a) Following the Effective Date of the Settlement, any verdict or judgment

by Class Members against any other person or entity whose claims for contribution are barred or

otherwise rendered unenforceable pursuant to this Settlement Stipulation or the Final Order and

Judgment shall be reduced by the greater of: (i) $7,400,000; or (ii) any proportionate share of

liability found to be borne by Defendants; provided, however, that there shall be no such

reduction in the amount of the proceeds received pursuant to the settlement which has been

reached between Representative Plaintiffs, the Class Members, and certain former employees,

officers and/or directors ofJust For Feet, Inc., which settlement is described and defined as the

"JFF Settlement" in the Notice.

(b) In the event that any Defendant is made a party to any present or future

action or proceeding by any person or entity against whom claims arising out of or relating to

anything alleged in this Action are made by Class Members, and such action or proceeding

against the Defendant is not terminated with finality pursuant to this Settlement Stipulation or the

Final Order and Judgment, the Class Members agree to a reduction in the verdict, judgment or

determination against such other person or entity in favor of the Class Members so as to

eliminate any further recovery by such other person or entity from the Defendant. It is the intent

of the parties that in no event shall Defendants (or their insurers) be called upon to pay, directly

or indirectly, more than the $7,400,000 provided by this Settlement Stipulation in connection

with any pending or future action or proceeding commenced, prosecuted, or threatened against

any other person or entity by the Class.

(c) The Class agrees that, upon settlement of any future (i.e., not presently

pending) action, proceeding, or claim against any other person or entity arising out of the subject

matter of the Action, the Class will obtain a release in favor of the Released Parties of any and all

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. .

claims (including both known and Unknown Claims) that were or could have been asserted

against any of the Released Parties in any way relating to the allegations of the Complaint, any

purchases or sales of IFF common stock during the Class Period, or any violation °flaw in

connection therewith.

THE SETTLEMENT CONSIDERATION

5. Defendants shall pay $7,400,000 (the "Cash Settlement Amount") by January 5,

2002, to settle all claims herein. The amounts to be paid and any interest earned thereon shall be

referred to as the "Settlement Fund."

6. (a) The Settlement Fund, net of any Taxes (as described below) on the income

thereof, shall be used to pay (i) the costs of administration of the Settlement, including mailing

Notices, as referred to below, (ii) the attorneys' fee and expense award referred to below, and

(iii) the remaining administration expenses referred to below. The balance of the Settlement

Fund after the above payments shall be the "Net Settlement Fund" which shall be distributed to

the Authorized Claimants as provided below. Any sums required to be held in escrow hereunder

prior to the Effective Date shall be held by Plaintiffs' Counsel as Escrow Agent for the

Settlement Fund. All funds held by the Escrow Agent shall be deemed to be in the custody of

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

shall be distributed or returned to Deloitte pursuant to this Settlement Stipulation or further Order

of the Court. The Escrow Agent shall invest any funds in excess of $100,000 in short term

United States Agency or Treasury Securities or, if approved by the Representative Plaintiffs, in

money market funds with one or more of the one hundred largest banking institutions in the

United States, and shall collect and reinvest all interest accrued thereon. Any funds held in

escrow in an amount of less than $100,000 may be held in an interest-bearing bank account

insured by the FDIC. The parties hereto agree that the Settlement Fund is intended to be a

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Qualified Settlement Fund within the meaning of Treasury Regulation section 1.468B-1 and that

the Escrow Agent, as administrator of the Settlement Fund within the meaning of Treasury

Regulation section 1.468B-2(k)(3), shall be responsible for filing tax returns for the Settlement

Fund and paying from the Settlement Fund any taxes owed with respect to the Settlement Fund.

(b) All (1) taxes on the income of the Settlement Fund, and (ii) expenses and

costs incurred in connection with the taxation of the Settlement Fund (including, without

limitation, expenses of tax attorneys and accountants) (collectively "Taxes") shall be paid out of

the Settlement Fund, and shall be considered to be a cost of administration of the Settlement and

shall be timely paid by the Escrow Agent without prior order of the Court.

ADMINISTRATION

7. The Claims Administrator shall administer the Settlement under Plaintiffs'

Counsel's supervision and subject to the jurisdiction of the Court. Except as stated herein,

Defendants shall have no responsibility for the administration of the Settlement and shall have no

liability to the Class in connection with such administration. Defendants shall cooperate in the

administration of the Settlement to the extent reasonably necessary to effectuate its terms.

8. Plaintiffs' Counsel may expend from the Settlement Fund, without further

approval from Defendants or the Court, up to the sum of $100,000 to pay the reasonable costs

and expenses associated with the administration of the Settlement, including, without limitation,

the costs of identifying members of the Class and effecting notice thereto. Such amounts shall

include, without limitation, the actual costs of publication, printing and mailing the Notice,

reimbursements to nominee owners for forwarding notice to their beneficial owners, and the

administrative expenses incurred and fees charged by the Claims Administrator in connection

with providing notice and processing the submitted claims. Prior to the Settlement Fairness

Hearing, and at the time of filing proof of mailing and publication, Plaintiffs' Counsel shall

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provide to Defendants a list of the names and addresses of those to which or whom notice was

mailed.

ATTORNEYS' FEES AND EXPENSES

9. Plaintiffs' Counsel will apply to the Court for an award from the Settlement Fund

of attorneys' fees not to exceed 25% of the Settlement Fund and reimbursement of expenses,

plus interest. Defendants shall take no position on any such application. Such attorneys' fees,

expenses, and interest as are awarded by the Court shall be paid from the Settlement Fund to

Plaintiffs' Counsel promptly after such award, notwithstanding the existence of any timely filed

objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement, -

subject to Plaintiffs' Counsel's obligation to make appropriate repayments to the Settlement

Fund plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when;

as a result of any appeal or further proceedings on remand, or successful collateral attack, the fee

or cost award is reduced or reversed.

10. In the event that there are fee and expense applications that have not been ruled

upon by the Court as of the date for distribution of the Settlement Fund to the Authorized

Claimants, then the amount to be distributed to Authorized Claimants on that date shall be

reduced by the total amount of all fees and expenses requested in any and all outstanding fee and

expense applications, and such amount shall be maintained in the Settlement Fund for payment

of any eventual fee and expense award(s). If the fee and expense award(s) ultimately awarded

by the Court are less than the amount that has been maintained in the Settlement Fund for

payment of such award(s), then any remaining balance in the Settlement Fund shall be promptly

distributed to Authorized Claimants in accordance with the Plan of Allocation.

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DISTRIIIUTION TO AUTHORIZED CLAIMANTS

11. The Claims Administrator shall determine each Authorized Claimant's pro rata

share of the Net Settlement Fund based upon each Authorized Claimant's "Recognized Claim"

(as defined in the "Plan of Allocation" described in the Notice annexed hereto as Exhibit 1 to

Exhibit A, or in such other plan of allocation as the Court approves).

12. The Plan of Allocation proposed in the Notice is not a necessary term of this

Settlement Stipulation and it is not a condition of this Settlement Stipulation that that Plan of

Allocation be approved.

13. Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his or her Recognized Claim compared to the total "Recognized

Claims" of all accepted claimants. This is not a claims-made settlement. Defendants shall not be

entitled to get back any of the settlement monies once the Settlement becomes final. The

Defendants shall have no involvement in reviewing or challenging claims.

CLAIMS PROCEDURE AND ADMINISTRATION OF THE SETTLEMENT

14. Any member of the Class who does not submit a valid "Proof of Claim" will not

be entitled to receive any of the proceeds frorri the Net Settlement Fund but will otherwise be

bound by all of the terms of this Settlement Stipulation, including the terms of the Final Order

and Judgment to be entered in the Action and the releases provided for herein, and will be barred

from bringing any action against the Released Parties concerning the Settled Claims.•

15. Plaintiffs' Counsel shall be responsible for supervising the administration of the

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

for their obligation to provide the Settlement Fund, Defendants shall have no liability, obligation

or responsibility for the administration of the Settlement or disbursement of the Net Settlement

Fund. Plaintiffs' Counsel shall have the right, but not the obligation, to waive what they deem to

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Be formal or technical defects in any Proofs of Claim submitted in the interests of achieving

justice.

16. For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an "Authorized Claimant," the following conditions shall apply:

(a) Each Class Member shall be required to submit a Proof of Claim (see

attached Exhibit 2 to Exhibit A), supported by such documents as are designated therein,

including proof of loss by the Class Member making a claim (hereinafter "Claimant'), or such

•other documents or proof as Plaintiffs' Counsel, in their discretion, may deem acceptable;

(b) All Proofs of Claim must be postmarked and/or received by the Claims

Administrator by the date specified in the Notice unless such period is extended by Order of the

Court. Any Class Member who fails to submit a Proof of Claim by such date shall be forever

barred from receiving any payment pursuant to this Settlement Stipulation (unless, by Order of

the Court, a later submitted Proof of Claim by such Class Member is approved), but shall in all

other respects be bound by all of the terms of this Settlement Stipulation including the terms of

the Final Order and Judgment and the releases provided for herein, and will be barred from

bringing any action against the Released Parties concerning the Settled Claims;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, under the supervision of Plaintiffs' Counsel, who shall determine in accordance

with this Settlement Stipulation the extent, if any, to which each claim shall be allowed, subject_

to review by the Court;

(d) Proofs of Claim that do not meet the submission requirements may be

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

with the Claimant in order to remedy the curable deficiencies in the Proof of Claims submitted.

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)

The Claims Administrator, under supervision of Plaintiffs' Counsel, shall notify, in a timely

fashion and in writing, all Claimants whose Proofs of Claim they propose to reject in whole or in

part, setting forth the reasons therefor, and shall indicate in such notice that the Claimant whose

claim is to be rejected has the right to review by the Court if the Claimant so desires and

complies with the requirements of subparagraph (e) below;

(e) If any Claimant whose claim has been rejected in whole or in part desires

to contest such rejection, the Claimant must, within twenty days 4er the date of mailing of the

notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and

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

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

concerning a claim cannot be otherwise resolved, Plaintiff? Counsel shall thereafter present the

request for review to the Court

17. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court,

and the claim will be subject to investigation and discovery under the Federal Rules of Civil

Procedure, provided that such investigation and discovery shall be limited to that Claimant's

status as a Class Member and the validity and amount of the Claimant's claim. No discovery

shall be allowed on the merits of the Action or Settlement in connection with processing of the

Proofs of Claim.

18. Payment pursuant to this Settlement Stipulation shall be deemed final and

conclusive against all Class Members. All Class Members whose claims are not approved by the

Court shall be barred from participating in distributions from the Net Settlement Fund, but

otherwise shall be bound by all of the tenns of this Settlement Stipulation and the Settlement,

including the terms of the Final Order and Judgment and the releases provided for herein, and

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.4

will be barred from bringing any action against the Released Parties concerning the Settled

Claims.

19. All proceedings with respect to the administration, processing and determination

of claims and the determination of all controversies relating thereto, including disputed questions

•of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the

Court.

20. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all claims have been processed,

and all Claimants whose claims have been rejected or disallowed, in whole or in pert, have been•

notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired; (iii) all matters

with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all

appeals therefrom have been resolved or the time therefor has expired; and (iv) all costs of

administration have been paid.

TERMS OF PRELIMINARY ORDER IN CONNECTIONWITH SETTLEMENT PROCEEDINGS

21. Concurrently with their application for preliminary approval by the Court of the

•Settlement contemplated by this Settlement Stipulation, the Class and Defendants jointly shall

apply to the Court for entry of a Preliminary Order substantially in the form annexed hereto as

Exhibit A.

TERMS OF FINAL ORDER AND JUDGMENT

22. If the Settlement contemplated by this Settlement Stipulation is approved by the

Court, counsel for the parties shall request that the Court enter a Final Order and Judgment

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)

substantially in the form annexed hereto as Exhibit B. The Settlement is expressly conditioned

upon, among other things, the entry of a Final Order and Judgment substantially in the form

annexed hereto as Exhibit B.

SUPPLEMENTAL AGREEMENT

23. Simultaneously herewith, Representative Plaintiffs and Defendants are executing

a "Supplemental Agreement" setting forth certain conditions under which this Settlement

Stipulation may be withdrawn or terminated at the discretion of Defendants if potential Class

Members who purchased in excess of a certain number of shares ofJFF common stock exclude

themselves from the Class. The Supplemental Agreement shall not be filed with the Court unless

a dispute regarding the Settlement arises in which event it shall be filed with the Court under seal

to the extent the Court so permits. In the event of a withdrawal from this Settlement Stipulation.

pursuant to the Supplemental Agreement, this Settlement Stipulation shall become null and void

and of no further force and effect.

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

24. The Effective Date of Settlement shall be the date when all the following shall

have occurred:

(a) entry of the Preliminary Order in all material respects in the form annexed .

hereto as Exhibit A;

(b) approval by the Court of the Settlement, following notice to the Class and

a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and

(c) entry by the Court of a Final Order and Judgment, in all material respects

in the form set forth in Exhibit 13 annexed hereto, and the expiration of any time for appeal or

review without the Final Order and Judgment being changed in any material respect.

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)

25. Counsel for Defendants or Plaintiffs' Counsel shall have the right to terminate the

Settlement and this Settlement Stipulation by providing written notice of their election to do so

("Termination Notice") to all other signatories hereto within forty-five days of the later of: (a)

written notice of the Court's unwillingness to enter the Preliminary Order in any material

respect; (b) written notice of the Court's unwillingness to approve this Settlement Stipulation or

any material part of it; (c) written notice of the Court's unwillingness to enter the Final Order

and Judgment in any material respect; or (d) written notice that the Final Order and Judgment has

been modified or reversed in any material respect by the Court of Appeals or the United States

Supreme Court.

26. Except as otherwise provided herein, in the event the Settlement is terminated or

fails to become effective for any reason, then, within ten days after service of the Termination

Notice, any portion of the Settlement Fund previously provided by Defendants, together with any

interest earned thereon, less any Taxes due with respect to such income, and less costs of

administration and notice actually incurred and paid or payable from the Settlement Fund, shall

be returned to Defendants, and the parties to this Settlement Stipulation shall be deemed to have

reverted to their respective status in the Action as of the date hereof and, except as otherwise ex-

pressly provided, the parties shall proceed in all respects as if this Settlement Stipulation and any

related orders had not been entered.

NO ADMISSION OF WRONGDOING

•27. Defendants deny engaging in any wrongdoing whatsoever. Defendants believe

that they confomied to professional standards in every respect and that Deloitte's audit reports

were properly issued. Defendants also contend that any losses to plaintiffs were a natural

consequence of undertaking the risk of investing in the stock market and were in no way caused

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by Defendants. Defendants are entering the Settlement solely to avoid the expense of further

litigation and so that they might turn their attention to their ongoing professional responsibilities.

28. This Settlement Stipulation, whether or not consummated, and any proceedings

taken pursuant to it:

(a) shall not be referred to or used by anyone against Defendants or the Class

as evidence of wrongdoing;

(b) shall not be construed against Defendants or the Class as an admission or

concession that the consideration to be given hereunder represents the amount that could have

been recovered after trial; and

(c) shall not be construed as, or received in evidence as, an admission,

concession or presumption against the Class or any member thereof that any of their claims are

without merit or that damages recoverable under the Complaint would not have exceeded the

Settlement Fund.

MISCELLANEOUS PROVISIONS

29. All of the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein.

30. If(i) a case is commenced with respect to any Defendant under Title 11 of the

-United States Code (bankruptcy), or a trustee, receiver or conservator is appointed under any

similar law, and (ii) a court of competent jurisdiction enters a final order determining that the

transfer of money to the Settlement Fund or any portion thereof by or on behalf of any Defendant

was a preference, voidable transfer, fraudulent transfer or similar transaction and that any portion

thereof is to be returned, and (iii) such amount is not promptly deposited to the Settlement Fund

by others, then, at the election of Plaintiffs' Counsel, the parties shall jointly move the Court to

vacate and set aside this Settlement Stipulation and the Final Order and Judgment entered

- 19 -

. -

•Pursuant hereto, and the parties shall be restored to their respective positions in the litigation as

of the date hereof and any cash amounts in the Escrow shall be returned as provided above.

31. The parties to this Settlement Stipulation intend the Settlement to be a final and

complete resolution of all disputes asserted or which could have been asserted by the Class

against the Released Parties with respect to the Settled Claims. Accordingly, the Class and

Defendants agree not to assert in any fonnn that the litigation was brought by the Class or

defended by Defendants in bad faith or without a reasonable basis. The parties hereto shall

assert no claims of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to

the Action. The parties agree that the amount paid and the other terms of the Settlement were

negotiated at arm's length in good faith by the parties, and that they reflect a settlement that was

reached voluntarily after consultation with experienced legal counsel.

32. This Settlement Stipulation may not be modified or amended, nor may any °fits

provisions be waived, except by a writing signed by all parties hereto or their successors-in-

interest.

33. The administration and consununation of the Settlement shall be under the

authority of the Court and the Court shall retain jurisdiction for the purpose of entering orders

providing for awards of attorneys' fees and expenses to Plaintiffs' Counsel and enforcing the

terms of this Settlement Stipulation.

34. The waiver by one party of any breach or condition of this Settlement Stipulation

shall not be deemed a waiver of any other prior or subsequent breach or condition.

35. This Settlement Stipulation and its exhibits and the Supplemental Agreement

constitute the entire agreement among the parties concerning the Settlement, and no

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„

representations, warranties, or inducements have been made other than those contained and

memorialized in such documents.

36. This Settlement Stipulation may be executed in one or more counterparts. All

executed counterparts and each of them shall be deemed to be one and the same instrument.

37. This Settlement Stipulation shall be binding upon, and inure to the benefit of, the

successors and assigns of the parties hereto.

38. The construction, interpretation, operation, effect and validity of this Settlement

Stipulation, and all documents necessary to effectuate it, shall be governed by the internal laws

of the State of Alabama without regard to conflicts °flaws, except to the extent that federal law

governs.

39. This Settlement Stipulation shall not be construed more strictly against one party

than another merely by virtue of the fact that it, or any part of it, may have been prepared by

counsel for one of the parties, it being recognized that it is the result of arm's-length negotiations

between the parties and all parties have contributed substantially and materially to the

preparation of this Settlement Stipulation.

40. All counsel and any other person executing this Settlement Stipulation and any of

the exhibits hereto, or any related settlement documents, represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Settlement Stipulation to effectuate its terms.

41. The parties agree to cooperate fully with one another in seeking Court approval of

the Preliminary Order, the Settlement Stipulation, and the Final Order and Judgment and to

promptly agree upon and execute all such other documentation as may be reasonably required to

-21 -

,,. .._,. ,. ) )

obtain final approval. The parties also agree to extensions of time with respect to pleadings and

other court filings as are appropriate in the context of this Settlement Stipulation.

DATED: December 21, 2001RAGSDALE & WHEELER, L.L.C.

By: 44 ....."...i...__M. Clay : . gsdal - , Esq.

550 Farley Buil • '1 g

1929 Third Avenue NorthBirmingham, Alabama 35203(205) 251-4775

HASICELL SLAUGHTER YOUNG &REDIKER, L.L.C.

By: i L. 4,Al‘e-lyee..."-(X4A---

1111

- ichael Rediker, Esq.omas L. Krebs, Esq.

' 1, 1 ' • Soutb/Harbert Building1901 Sixth Avenue NorthBirmingham, Alabama 35203(205) 251-1000

GRANT & EISENHOFER, P.A.

& .BY: a , , : . 7 j' A...—

Stuart A Grant, Esq. i• Megan 5 . McIntyre, Esq.1220 N. Market Street, Suite 500Wilmington, Delaware 19801(302) 622-7000

CAULEY GELLER BOWMAN & COATES,LLP

By: -Cjtr-LiLig-1,„ 5- 64,-, 5/40T ,,,./t1,-,-.--.4-•,$,-- -Steven E. Cauley, E .Curtis L. Bowman, Esq.W. Todd Ver Weire, Esq.

P.O. Box 25438

-22 -

Little Rock, Arkansas 72221-5438(501) 312-8500

Co-Lead Counsel for Plaintiffs

BALCH & BINGHAM

By: Mic ael L. Edwards, Esq.Lee H. Zell, Esq.

1710 Sixth Avenue NorthBirmingham, Alabama 35203-2015(205) 251-8100

WILLICIE FARR & GALLAGHER

ABy: AAA IA -

Michael R. Y g, Esq.787 Seventh Avenue ---New York, New York 10019-6099(212) 728-8000

Attorneys for Defendants Deloitte & Touche LLP,Steven 11. Barry, & Karen Baker

981901.6

-23 -

. -

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION

STATE OF WISCONSIN INVESTMENT)BOARD, KENNETH P. BUSH, EDWARD E.)EUBANK, and JOHN MICHAEL, on behalf of )themselves and all others similarly situated, )

)Plaintiffs, )

vs. )) CASE NUMBER

HAROLD RU'TTENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, ) CV 99-BU-3097-SPATRICK LLOYD, DON-ALLEN )RUTTENBERG, MICHAEL LAZARUS, )HELEN ROCKEY, SCOTT C. WYNNE, )RANDALL L. HAINES, ADAM )GILBURNE, DELOITTE & TOUCHE LLP, ) •STEVEN H. BARRY, and KAREN BAKER, )

)Defendants. )

))

GEORGE W. MASSEY, on behalf of himself) CASE NUMBERand all others similarly situated, )

) CV 99-BU-3129-SPlaintiffs, )

vs. ))

HAROLD RUTTENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, )HELEN M. ROCKEY and PATRICK LLOYD,)

)Defendants. )

•

ORDER PRELIMINARILY APPROVINGSETTLEMENT AND PROVIDING FOR NOTICE

(EXHIBIT A TO STIPULATION OF SETTLEMENT)

- 1 -.17k'

)

•WHEREAS, by Order dated July 3, 2001, the Court certified the above-captioned actions

(the "Litigation") as a class action under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil

Procedure, but notice of the pendency of the Litigation has not yet been given to the certified

class;

WHEREAS, the parties having made application, pursuant to Rule 23 of the Federal

Rules of Civil Procedure, for an order approving the settlement of the Litigation in accordance

with the Stipulation of Settlement between the plaintiff Class and former Just For Feet, Inc.

office's, directors and/or employees Harold Ruttenber& Eric L. Tyra, Peter Berman, Cooper

Evans, Patrick Lloyd, Don Allen Ruttenberg, Michael Lazarus, Helen Rockey, Scott C. Wynne,

Randall L. Haines, Adam Gilbume, Robert C. Wabler, Alex M. Bond and Edward S. Croft, HI,

dated as of December 21, 2001 (the "JFF Stipulation"), and the Stipulation and Agreement of

Settlement between the plaintiff Class and defendants Deloitte & Touche LLP, Steven H. Bany

and Karen Baker, dated as of December 21, 2001 (the "Deloitte Stipulation"), which, together

with the Exhibits annexed thereto set forth the terms and conditions for a proposed settlement of •

the Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set .

forth therein; and the Court having read and considered the JFF Stipulation and the Deloitte

Stipulation, and the Exhibits annexed thereto; and

WHEREAS, unless otherwise stated herein, all defined terms contained herein shall have

the same meanings as set forth in the Notice of Class Certification and Settlement of Class

Action (the "Notice"), which is attached as an Exhibit to each of the JFF Stipulation and the

Deloitte Stipulation;

NOW THEREFORE, IT IS HEREBY ORDERED:

1. The Court does hereby preliminarily approve the JFF Stipulation and the Deloitte

Stipulation (together, the "Stipulations") and the Settlement set forth therein as being fair, just,

reasonable and adequate as to the Class Members, subject to further consideration at the

Settlement Hearing described below.

2. A hearing (the "Settlement Hearing') shall be held before this Court on Febmaty

21, 2002 at 2:30 p.m. at the United States Courthouse, 1729 Fifth Avenue, Birmingham,

Alabama, 35203 to determine whether the proposed Settlement of the Litigation on the terms and

conditions provided for in the Stipulations is fair, just, reasonable and adequate as to the Class

and should be approved by the Court; whether judgments as provided in the Stipulations should

be entered herein; whether the proposed Plan of Allocation should be approved; and to determine

the mount of fees and expenses that should be awarded to Representative Plaintiffs and their

-2-

Counsel. The Court may adjourn the Settlement Hearing without further notice to Members of

the Class.

3. The Court approves, as to form and content, the Notice of Class Certification and

Settlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of

Claim"), and Summary Notice annexed as Exhibits A-1, A-2 and A-3 to each of the .IFF

Stipulation and the Deloitte Stipulation and finds that the mailing and distribution of the Notice

and publishing of the Summary Notice substantially in the manner and form set forth in 14 of-this Order meet the requirements of Rule 23 of the Federal Rules of Civil Procedure and due

process, and is the best notice practicable under the circumstances and shall constitute due and -

sufficient notice to all Persons entitled thereto.

4. Representative Plaintiffs' Counsel are hereby authorized to retain the firm of:

The Garden City Group, Inc., P.O. Box 8835, Melville, New York 11747-8835 ("Claims

Administrator") to supervise and administer the notice procedure as well as the processing of

claims as more fully set forth below:

(a) Not later than , 2002 (the "Notice Date"), Representative .

Plaintiffs' Counsel shall cause a copy of the Notice and ihe Proof of Claim, substantially in the

forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by first class mail to all Class

Members who can be identified with reasonable effort;

(b) Not later than , 2002, Representative Plaintiffs' Counsel

shall cause the Summary Notice to be published twice in the Investors' Business Daily; and

(c) At least seven (7) calendar days prior to the Settlenient Hearing,

Representative Plaintiffs' Counsel shall serve on Defendants' counsel and file with the Court

proof, by affidavit or declaration, of such mailing and publishing.

5. Nominees who purchased or acquired the common stock of Just For Feet for the

benefit of another Person during the period beginning May 5, 1997 through and including

November I, 1999, shall be requested to send the Notice and the Proof of Claim to all such

beneficial owners of such Just For Feet stock within ten (10) days after receipt thereof, or send a

list of the names and addresses of such beneficial owners to the Claims Administrator within ten

(10) days of receipt thereof in which event the Claims Administrator shall promptly mail the

Notice and Proof of Claim to such beneficial owners.

6. All Members of the Class who do not timely and validly exclude themselves from

the class shall be bound by all determinations and judgments in the Litigation concerning the

-3-

settlement, including, but not limited to, the releases provided for therein, whether favorable or

unfavorable to the Class.

7. Persons who wish to exclude themselves from the Class shall request exclusion

within the time and in the manner set forth in the Notice, including mailing or delivering a

written exclusion request such that it is received on or before February 6, 2002 by each of the

following:

Just For Feet Securities LitigationThe Garden City GroupP.O. Box 8835Melville, New York 11747-8835

M. Clay Ragsdale, Esq.RAGSDALE & WHEELER, LLCThe Farley Building Suite 550Birmingham, Alabama 35203

J. Michael Rediker, Esq.HASKELL SLAUGHTER YOUNG & REDIKER, LLC1200 AmSouth/Harbert Building1901 - 6th Avenue NorthBirmingham, AL 35203

John B. Missing, Esq.BROBECK, PHLEGER & HARRISON, LLP1333 H. Street N.W., Suite 800Washington, D.C. 20005

Michael J. Malone, Esq.KING & SPALDING1185 Avenue of the AmericasNew York, NY 10036-4003

Lee H. Zell, Esq.BALCH & BINGHAlvl, LLP710 Sixth Avenue NorthBirmingham, AL 35203-2015

Unless the Court orders otherwise, no request for exclusion shall be valid unless it is made

within the time and in the manner set forth in the Notice.

8. Class Members who wish to participate in the Settlement shall complete and

submit Proof of Claim forms in accordance with the instnictions contained therein. Unless the

-4-

Court orders otherwise, all Proof of Claim forms must be submitted to the Claims Administrator

no later than ninety (90) days from the Notice Date. Any Class Member who does not timely

submit a Proof of Claim within the time provided for, shall be. barred from sharing in the

distribution of the proceeds of the Settlement Funds, unless otherwise ordered by the Court.9. Any Member of the Class may enter an appearance in the Litigation, at their own

expense, individually or through counsel of their own choice. Any Class Member who does not

enter an appearance will be represented by Representative Plaintiffs' Counsel.

10. All proceedings in the Litigation are stayed until further order of the Court, except

as may be necessary to implement the Settlement or comply with the terms of the Stipulations.

Pending final determination of whether the Settlement should be approved, neither the

Representative Plaintiffs nor any Class Member, either directly, representatively, or in any other

capacity, shall commence or prosecute against any of the Released Persons, any action or

proceeding in any court or tribunal assertMg any of the Released Claims.

11. Any Member of the Class may appear and show cause, if he, she or it has any

such cause, why the proposed Settlement of the Litigation should or should not be approved as

fair, just, reasonable and adequate, or why a judgment should or should not be entered thereon,

why the Plan of Allocation should or should not be approved, or why attorneys' fees and

expenses should or should not be awarded to counsel for the Representative Plaintiffs; provided,

however, that no Class Member or any other Person shall be heard or entitled to contest the

approval of the terms and conditions of the proposed settlement, or, if approved, the judgment to

be entered thereon approving the same, or the order approving the Plan of Allocation, or the

attorneys' fees and expenses to be awarded to counsel for the Representative Plaintiffs, unless

that person has filed written objections and copies of any papers and briefs with the Clerk of the

Court for the Northern District of Alabama, Southern Division, on or before February 11, 2002,

and unless copies of such written objection papers and briefs are received by each of the

following by the February 12,2002:

M. Clay Ragsdale, Esq.RAGSDALE & WHEELER, LLC550 Farley Building •.1929 Third Avenue NorthBirmingham, AL 35203Telephone: (205) 251-4775

-5-

•

•, )

Facsimile: (205) 251-4777

J. Michael Rediker, Esq.HASKELL SLAUGHTER YOUNG & REDIKER, L.L.C.1200 AmSouth/Harbert Building1901 Sixth Avenue NorthBirrningham, AL

Luther M. DOTI, Jr., Esq.

MAYNARD, COOPER & GALE, P.C.2400 AmSouth/Harbert Plaza

•1901 Sixth Avenue NorthBirmingham, AL 35203

Crawford S. McGivaren, Jr., Esq.Cabaniss, Johnston, Gardner,Dumas & O'Neal • ,Park Place Tower, Suite 7002001 Park Place North

•P.O. Box 830612Birmingham, AL 35283-0612

William J. Baxley, Esq.BAXLEY, DILLARD, DAUPHIN & MCKNIGHT2008 Third Avenue SouthBirmingham, AL 35233

• James W. Gewin, Esq.BRADLEY ARANT ROSE & WHITE, LLP2001 Park Place, Suite 1400Birmingham, AL 35203-2736

W. Stancil Starnes, Esq.STARNES & ATCHISON, LLP100 Brookwood Place, Seventh FloorBirmingham, AL 35209

Lee H. Zell, Esq.BALCH & BINGHAM, LLP710 Sixth Avenue NorthBirmingham, AL 35203-2015

Any Member of the Class who does not make his, her or its objection in the manner provided

shall he deemed to have waived such objection and shall forever be foreclosed from making any

-6-

)

objection to the fairness, justness, reasonableness or adequacy of the proposed settlement as

incorporated in the Stipulations, to the Plan of Allocation, and to the award of attorneys' fees and

expenses to the Representative Plaintiffs or their counsel, unless otherwise ordered by the Court.

12. The transfer of the Settlement Funds to the Escrow Agent in accordance with the

terms and conditions of the Stipulations is approved. Subject to Court order and the terms of the

•Stipulations, the only Persons who shall have any right to any portion of the Settlement Funds

are Class Members, plaintiffs in the State Court Actions (with respect to the JFF Settlement Fund

only) and counsel to the Representative Plaintiffs.

13. All finds held by the Escrow Agent shall remain subject to the jurisdiction of the

Court, until such time as such funds shall be distributed pursuant to the Stipulations and/or

further order(s) of the Court.

14. All motions and papers in support of the Settlements, the Plan of Allocation, and

any application by counsel for the Representative Plaintiffs for attorneys' fees or reimbursement

of expenses shall be filed and served at least seven calendar days prior to the Settlement Hearing.

15. Neither Defendants nor Defendant? counsel shall have any responsibility for the

Plan of Allocation or any application for reimbursement of attorneys' fees or reimbursement of

expenses submitted by Representative Plaintiffs' Counsel, and such matters will be considered

separately from the fairness, justne.ss, reasonableness and adequacy of the Settlement.

16. At or after the Settlement Hearing, the Court shall determine whether the Plan of

Allocation proposed by Representative Plaintiffs' Counsel and any application for attorneys' fees

OT reimbursement of expenses shall be approved.

17. All reasonable costs incurred in identifying and notifying Class Members, as well

as in administering the Settlement Funds, shall be paid as set forth in the Stipulations. In the

event the Settlement is not approved by the Court, or otherwise fails to become effective, neither

the Representative Plaintiffs nor any of their counsel shall have any obligation to repay to

Defendants or the .IFF Defendants' Insurers the reasonable and actual costs of class notice and of

administration.

18. The Court reserves the right to adjourn the date of the Settlement Hearing without

further notice to the Members of the Class, and retains jurisdiction to consider all further

applications arising out of or connected with the proposed settlement. The Court may approve

the Settlement, with such modifications as may be agreed to by the parties, if appropriate,

without further notice to the Class.

-7-

IT IS SO ORDERED.

DATED:

THE HONORABLE H. DEAN =TRAMUNITED STATES DISTRICT JUDGE

-8-

"•

*

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION

STATE OF WISCONSIN INVESTMENT )BOARD, KENNETH P. BUSH, EDWARD E.)EUBANK, and JOHN MICHAEL, on behalf of)themselves and all others similarly situated, )

) -

Plaintiffs, )vs. )

) CASE NUMBERHAROLD RUTIENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, ) CV 99-BU-3097-SPATRICK LLOYD, DON-ALLEN )RUTTENBERG, MICHAEL LAZARUS, )HELEN ROCICEY, SCOTT' C. WYNNE, )RANDALL L. HAINES, ADAM )GILBURNE, DEL0T1TE & TOUCHE LLP, )STEVEN H. BARRY, and KAREN BAKER, )

)Defendants. )

))

GEORGE W. MASSEY, on behalf of himself)and all others similarly situated, )

) CASE NUMBERPlaintiffs, )

) CV 99-BU-3129-Svs. )

)HAROLD RUTTENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, )HELEN M. ROCKEY and PATRICK LLOYD,)

)Defendants. ) •

NOTICE OF CLASS CERTIFICATIONAND SETTLEMENT OF CLASS ACTION

(EXHIBIT A-1 TO STIPULATION OF SETTLEMENT)

-1-

'(‘'

• .1 -

TO: ALL PERSONS WHO PURCHASED JUST FOR FEET INC. ("Just for Feet")COMMON STOCK DURING THE PERIOD MAY 5, 1997 THROUGH NOVEMBER1, 1999, INCLUSIVE.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS

NOTICE RELATES TO BOTH THE CERTIFICATION OF A CLASS AND A PROPOSED

SETTLEMENT OF THIS CLASS ACTION AND, IF YOU ARE A CLASS MEMBER,

CONTAINS IMPORTANT INFORMATION AS TO YOUR RIGHTS CONCERNING THE. -

SETTLEMENT AS FURTHER DESCRIBED BELOW. IF YOU ARE A MEMBER OF THE

CLASS AND DO NOT OPT OUT, YOU WILL BE BOUND BY THE RELEASE WHETHER

OR NOT YOU SUBMIT A CLAIM. IF YOU ARE A MEMBER OF THE CLASS AND DO

NOT OPT OUT, YOU WILL BE BOUND BY THE SETTLEMENT AND ANY JUDGMENTS

IN THIS ACTION.

YOU ARE HEREBY NOTIFIED, that the United States District Court for the Northern

District of Alabama (the "Court"), has determined that this lawsuit (the "Litigation") should

proceed as a class action on behalf of all persons and entities who purchased common stock of

Just for Feet between May 5, 1997 and November 1, 1999, inclusive, and who have suffered a

loss. Excluded from the Class are (1) the Defendants, (2) members of the families of the

Defendants, (3) the subsidiaries or affiliates of any Defendant, (4) any person or entity who is (or

was during the Class Period) a shareholder, partner, officer, director, employee or controlling

person of any Defendant, (5) any entity in which any Defendant has a controlling interest, and

(6) the legal representatives, heirs, successors or assigns of any such excluded person. This

Notice is being sent to you, in part, pursuant to Rule 23(c) of the Federal Rules of Civil

Procedure, to advise you of the pendency and nature of this Litigation and your rights in

connection with it.

YOU ARE HEREBY FURTHER NOTIFIED, pursuant to an Order of the Court and Rule

23 of the Federal Rules of Civil Procedure, that two proposed settlements of the Litigation have

been reached (one between the plaintiff Class and former Just For Feet, Inc. officers, directors,

-2-

and/or employees Harold Ruttenberg, Eric L. Tyra, Peter Berman, Cooper Evans, Patrick Lloyd,

Don Allen Ruttenberg, Michael Lazarus, Helen Rockey, Scott C. Wynne, Randall L. Haines,

Adam Gilburne, Robert C. Wabler, Alex M. Bond and Edward S. Croft, Ill (the "IFF

Settlement"), and one between the plaintiff Class and defendants Deloitte & Touche LLP, Steven

H. Barry and Karen Baker (the "Deloitte Settlement")). The JFF Settlement and the Deloitte

Settlement (collectively, the "Settlement") are subject to approval by the Court. One of the

purposes of this notice is to inform you of the proposed Settlement and of the hearing to be held

by the Court to consider the fairness, reasonableness and adequacy of the Settlement. This

notice describes the rights you may have in relation to the Settlement and this Litigation.

•NATURE OF THE ACTION

The following actions were filed in or transferred to the United States District Court for

the Northern District of Alabama, Southern Division, as class actions on behalf of persons who

purchased the common stock of Just for Feet during a defined period of time:

Peter H. Burke, et aL v. Harold Ruttenberg, et al. Case No.: CV 99-BU-3097-S,

George W. Massey, et al. v. Harold Ruttenberg, et aL Case No.: CV 99-BU-3 129-S

Donald L. Lane, et al. v. Harold Ruttenberg, et at Case No. CV 99-BU-3307-S

In general, the plaintiffs have asserted claims for alleged violations of the federal

securities laws. The plaintiffs allege, among other things, that the Defendants disseminated false

and misleading information during the Class Period regarding, among other things, Just for

Feet's financial condition and prospects, which had the result of artificially inflating the market

price of Just for Feet's common stock, causing those who purchased such stock during the Class

Period to make such purchases at inflated prices. The complaints seek damages for persons who

sustained a loss upon the sale of shares purchased during the Class Period or who still hold their

shares purchased during the Class Period. The defendants include certain former officers,

directors and/or employees of Just for Feet, as well as Deloitte & Touche LLP (Just for Feet's

former independent auditor) and two representatives of Deloitte & Touche LLP.

By order dated February 3, 2000, the above actions were consolidated, and they are

referred to herein collectively as the "Litigation." The Court also appointed lead plaintiffs, lead

-3-

.7?

counsel and special counsel for the proposed class on May 19, 2000.

On June 15, 2000, the Representative Plaintiffs filed their Consolidated Class Action

Complaint (the "Complaint"). The Complaint sought, inter alia, remedies for alleged violations

by all defendants of §10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and

Rule 10b-5 promulgated thereunder, and remedies for certain defendants' alleged violations of

state common law and of §§ 18 and 20(a) of the Exchange Act.

On or about July 27, 2000, Defendants filed motions to dismiss plaintiffs' Complaint

The Representative Plaintiffs thereafter filed their opposition and objections to the motions and

Defendants filed their reply memoranda. On January 12, 2001, the Court dismissed plaintiffs'

state law claims but denied Defendants' motion to dismiss the federal securities claims.

Defendants thereafter filed Answers in which they denied all allegations of wrongdoing.

The parties engaged in extensive and substantial fact discovery, including the production,

review and analysis of over 1,000,000 pages of documentation produced by Defendants and

several third parties, as well as the taking of 26 depositions. Representative Plaintiffs retained

experts in the areas of damages, commercial lending and auditing/accounting. Defendants

engaged experts in the areas of auditing/accounting, business, and damages. Both the

Representative Plaintiffs' experts and Defendants' experts prepared detailed expert reports.

The Court certified the Class on July 3, 2001. Also on July 3, 2001, the Court bifurcated

the Litigation into two separate actions, one against the former officers, directors and/or

employees of Just for Feet, and one against Deloitte & Touche LLP and its representatives.

EFFECT OF CLASS DETERMINATION

If you are a member of the Class as defined herein, your legal rights with respect to the

claims asserted against the Defendants will be determined in this action and you will be bound

by any order or judgment that the Court has entered or will enter with respect to the Class, unless

you timely request to be excluded from the Class in the manner set forth below. If you choose to

be excluded from the Class, you will not be bound by the outcome of this Litigation but you will

also not be entitled to share in any recovery in the Litigation (INCLUDING THE

SETTLEMENT DESCRIBED BELOW), if any recovery is achieved.

-4-

THE SETTLEMENT

During the course of the Litigation, the Representative Plaintiffs and the defendants who

were former officers, directors and/or employees of Just for Feet (the "IFF Defendants") held

settlement discussions with the assistance of private mediators. With the assistance of these

intermediaries, these Parties were able to reach the JFF Settlement. The Representative Plaintiffs

then engaged in settlement discussions with Deloitte & Touche LLP, Steven IL Barry and Karen

Baker (the "Deloitte Defendants") and reached the Deloitte Settlement. The Settlement would

resolve all claims asserted in the Litigation.

The proposed JFF Settlement creates a fund in the amount of approximately $25,500,000

in cash, plus interest that accrues on the fund prior to distribution. The proposed Deloitte

Settlement creates a fund in the amount of $7,400,000 in cash, plus interest that accrues on the

fund prior to distribution. Your recovery from these funds will depend on a number of variables,

including the number of shares of Just for Feet common stock you purchased during the period

May 5, 1997 to November 1, 1999 (the "Class Period") the timing of your purchases and any

sales, the number of claims submitted by eligible claimants, and the amount of Court approved

attorneys' fees, litigation costs and administrative expenses deducted from the fimds. Depending

on the number of eligible shares purchased by Class Members who file completed proofs of

claim in the Settlement and subject to variation due to factors discussed in the preceding

sentence, the average distribution per share from the Settlement is estimated at approximately

$1.30 before deductions of Court-approved fees and expenses.

Representative Plaintiffs and Defendants do not agree on the average amount of damages

per share that Would have been recoverable if the Representative Plaintiffs were to have

prevailed on each claim alleged. The issues on which the parties disagree include among other

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

misleading or otherwise actionable under the securities laws; (2) the appropriate economic model

for determining the amount by which Just for Feet common stock was allegedly artificially

inflated (if at all) during the Class Period; (3) the amount by which Just for Feet common stock

-5-

)

was allegedly artificially inflated (if at all) during the Class Period; (4) the effect of various

- market forces influencing the trading price of Just for Feet common stock at various times during

the Class Period; (5) the extent to which external factors, such as general market and industry

conditions, influenced the trading price of Just for Feet common stock at various times during the

Class Period; (6) the extent to which specific, non-fraud factors influenced the trading price of

Just for Feet common stock at various times during the Class Period; (7) the extent to which the

various matters that Representative Plaintiffs alleged were materially false or misleading

influenced (if at all) the trading price of Just for Feet common stock at various times during the

Class Period; and (8) the extent to which the various allegedly adverse material facts that

Representative Plaintiffs alleged were omitted influenced (if at all) the trading price of Just for

Feet common stock at various times during the Class Period.

The Representative Plaintiffs believe that the proposed Settlement is a very good

recovery and is in the best interests of the Class. There are significant risks associated with

continuing to litigate and proceeding to trial. For example, although the Representative Plaintiffs

and their counsel believe that the evidence supports their claims against the JFF Defendants in

the Litigation, they also believe that the potential damages on those claims greatly exceeds the

JFF Defendants' ability to satisfy an eventual judgment and the available insurance coverage.

The Representative Plaintiffs and their counsel have also taken into consideration the fact that

the costs of the JFF Defendants' defense of this action are paid out of the available insurance

coverage, thus reducing (and perhaps exhausting) the coverage that remains available to pay an

eventual judgment. Thus, absent the JFF Settlement, the Class could well win the case at trial but

be able to collect little, if anything, from the JFF Defendants. In addition, the Class faced the

possibility that many of the claims in this case could have been disposed of pursuant to JFF

Defendants' motions for summary judgment before trial. In addition, there was a risk that the

Class would not have prevailed on their claims against the Defendants even if those claims

eventually went to trial, in which case the Class would receive nothing. Additionally, the

potential proceeds of the insurance coverage were subject to possible substantial reductions due

to the existence of a number of other pending state and federal cases pending against the JFF -

-6-

,)

Defendants, including a class action brought on behalf of the holders of $200 million of Just For

- Feet Notes issued in April, 1999, and several individual suits, and due to the assertion of claims

by the bankruptcy trustee of Just For Feet. Further, had the case proceeded to trial and assuming

the Representative Plaintiffs had been able to establish liability of the Defendants, the amount of

damages recoverable by Class Members would have been subject to rigorous attack by the

Defendants. Recoverable damages are limited to losses caused by conduct actionable under

applicable securities laws and, had the Litigation gone to trial, Defendants would have tried to

prove that all or most of the losses (if any) of Class Members were caused by non-actionable

market, industry or other general economic factors. The proposed Settlement eliminates these

risks and provides an immediate recovery for Class members.

Representative Plaintiffs' Counsel have not received any payment for their services in

prosecuting this Litigation on behalf of the Representative Plaintiffs and the members of the

Class, nor have they been reimbursed for out-of-pocket expenses. If the JFF Settlement and/or

the Deloitte Settlement are approved by the Court, counsel for the Representative Plaintiffs will

apply to the Court for attorneys' fees of not more than 25% of the Settlement Funds.

Representative Plaintiffs and their Counsel also plan to seek reimbursement from the Settlement

Funds of litigation expenses and such other sums as are awarded to the Representative Plaintiffs

directly related to their service on the Lead Plaintiffs' Committee, together not to exceed

$1,700,000. If the amount requested by counsel is approved by the Court, the average cost per

share would be approximately $0.37.

This Notice is not intended to be, and should not be construed as, an expression of any

opinion by the Court with respect to the truth of the allegations in the Litigation or the merits of

the claims or defenses asserted. This Notice is to advise you of the Litigation, the certification of

the Class, and the proposed Settlement, and of your rights in connection therewith.

A settlement hearing will be held on Febuary 21, 2002, at 2:30 P.M., before the

Honorable H. Dean Buttrarn, United States District Judge, at the United States Courthouse,

Northern District of Alabama, 1729 Fifth Avenue, Binningharn, Alabama (the "Settlement

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

-7-

)

Settlement should be approved as fair, just, reasonable and; (2) whether the proposed plan to

distribute the settlement proceeds (the "Plan of Allocation") is fair, just, reasonable, and

adequate; (3) whether the application by plaintiffs' counsel for an award of attorneys' fees and

expenses should be approved; and (4) whether the Litigation should be dismissed with prejudice.

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

For further information regarding the Settlement, you may contact M. Clay Ragsdale,

Ragsdale & Wheeler, LLC, 1929 3 rd Ave. N. Farley Building, Suite 550, Birmingham, Alabama

35203, (877) 704-1487 or J. Michael Redilcer, Haskell Slaughter Young & Rediker, LLC, 1200

AmSouth/Harbert Building, 1901 - 6th Avenue North, Birmingham, AL 35203, (205) 251-1000.

CERTAIN DEFINITIONS

As used in this Notice, the following terms have the meanings specified below:

1. "Class" means the class certified by the Court by Order dated July 3, 2001,

consisting of all persons and entities who purchased common stock of Just For Feet between

May 5, 1997 and November 1, 1999, inclusive, and who have suffered a loss. Excluded from the

Class are (1) the Defendants, (2) members of the families of the Defendants, (3) the subsidiaries

or affiliates of any Defendant, (4) any person or entity who is (or was during the Class Period) a

shareholder, partner, officer, director, employee or controlling person of any Defendant, (5) any

entity in which any Defendant has a controlling interest, and (6) the legal representatives, heirs,

successors, or assigns of any such excluded person.

2. "Class Members" means all members of the Class, whether acting collectively or

individually.

3. "Class Period" means the period commencing on May 5, 1997 through November

1, 1999, inclusive.

4. "Defendants" means the JFF Defendants and the Deloitte Defendants,

collectively.

5. "Deloitte Defendants" means Deloitte & Touche LLP, Steven H. Bany, and

Karen Baker.

-8-

6. "JFF Defendants" means Harold Ruttenberg, Eric Tyra, Peter Berman, Cooper

Evans, Patrick Lloyd, Don-Allen Ruttenberg, Michael Lazarus, Helen Rockey, Scott C. Wynne,

Randall Haines, Adam Gilburne, Robert Wabler, Alex Bond, and Edward Croft.

7. "Person" means an individual, corporation, 'limited liability corporation,

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

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

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

their spouses, heirs, predecessors, successors, representatives, or assignees.

8. "Related Parties" as to the IFF Defendants means each of their present or former

agents, attorneys, accountants, financial advisors, commercial bank lenders, investment bankers,

underwriters, insurers, representatives, affiliates, associates, parents, subsidiaries, general and

limited partners and partnerships, heirs, executors, administrators, successors and assigns, except

that none of the Deloitte Defendants shall be considered Related Parties of any of the JFF

Defendants. "Related Parties" as to the Deloifte Defendants means Deloitte & Touche USA LLP

(formerly known as Deloitte & Touche LLP, Deloitte & Touche, and Deloitte Haskins & Sells),

Deloitte & Touche LLP (formerly known as D&T Partners LLP), Deloitte Consulting Holding

LLC, and Deloitte Consulting L.P., successor to Deloitte Consulting LLC (formerly known as

Deloitte & Touche Consulting Group LLC), and their past, present and future parent companies,

subsidiaries, divisions, related or affiliated entities, predecessors (including without limitation

Touche Ross & Co.) and successors, their respective present and former directors, officers,

partners (including Steven H. Barry), principals, members, stockholders, owners, employees

(including Karen Baker), agents, servants, subrogees, insurers and attorneys, and their respective

representatives, heirs, executors, spouses, personal representatives, administrators, successors,

transferees and assigns.

9. "Released Persons" means each and all of the Defendants, all other former

officers, directors, and employees of Just For Feet who are covered by the Insurance Policies,

and their Related Parties.

10. "Representative Plaintiffs" means State of Wisconsin Investment Board, Kenneth

-9-

Bush, John Michael, and Edward Eubank, whom the Court has appointed as co-lead plaintiffs on

behalf of the Class.

11. "Settling Parties" means Representative Plaintiffs and Defendants.

12. "State Court Actions" means, collectively, the following five actions which are

also being settled with respect to the JFF Defendants as part of the JFF Settlement: William D.

Cannon v. Harold Ruttenberg, et al., Case No. CV-2000-079-G, pending in the Circuit Court for

Marshall County, Alabama; John A. Gasser, et al. v. Harold Ruttenberg,, et al., Civil Action No.

CV 2000-253, pending in the Circuit Court for Shelby County, Alabama; Abraham Goodhart v.

Harold Ruttenberg, Civil Action No. CV 0002420, pending in the Circuit Court for Jefferson

County, Alabama; Robert E. Oyster v. Harold Ruttenberg, et al., Civil Action No. CV 0004663,

•pending in the Circuit Court for Jefferson County, Alabama; and Tara Capital Partners 1, L.P., et

al. v. Deloitte & Touche, LLP, et al., Cause No. 0001732, pending in the District Court of Dallas

County, Texas, 95th Judicial District.

CLAIMS OF THE REPRESENTATIVE PLAINTIFFSAND BENEFITS OF SETTLEMENT

Representative Plaintiffs believe that the claims asserted in the Litigation have merit.

They also believe that the proposed Settlement will provide a significant monetary benefit to

Class Members. In addition, Representative Plaintiffs and their counsel recognize and

acknowledge the length of continued proceedings necessary to prosecute the Litigation against

the Defendants through trial and appeals and the drain that such continued litigation will have on

the insurance policies available to cover any eventual judgment against the JFF Defendants.

Representative Plaintiffs and their counsel also have taken into account the uncertain outcome

and the risk of any litigation, especially in complex actions such as the Litigation, as well as the

difficulties and delays inherent in such litigation. Representative Plaintiffs and their counsel also

are mindful of the inherent problems of proof under, and possible defenses to, the violations

asserted in the Litigation. Based on their evaluation, Representative Plaintiffs and their counsel

have determined that the Settlement is in the best interests of the Representative Plaintiffs and

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'

the Class.

DEFENDANTS' DENIALS OF 'WRONGDOING AND LIABILITY

The Defendants have denied and continue to deny each and all of the claims and

contentions alleged by the Representative Plaintiffs M the Litigation. The Defendants expressly

have denied and continue to deny all charges of wrongdoing or liability against them arising out

of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in

the Litigation. The Defendants also have denied and continue to deny, inter alia, the allegations

that the Representative Plaintiffs or the Class have suffered damage or that the Representative

Plaintiffs or the Class were harmed by the conduct alleged in the Litigation. -

Nonetheless, the Defendants have concluded that further conduct of the Litigation would

be protracted and expensive, and that it is desirable that the Litigation against them be fully and

finally settled in the manner and upon the tenns and conditions set forth in the Stipulation. The

Defendants also have taken into account the uncertainty and risks inherent in any litigation,

especially in complex cases like the Litigation. The Defendants have, therefore, determined that

it is desirable and beneficial to them that the Litigation against them be settled in the manner and

upon the terms and conditions set forth in the Stipulations.

THE RIGHTS OF CLASS MEMBERS

If you are a Class Member, you may receive the benefit of and you will be bound by the

terms of the proposed Settlement described in this Notice, upon approval of the Settlement by the

Court.

If you are a Class Member, you have the following options:

I. You may file a Proof of Claim as described below. If you choose this option, you

will remain a Class Member, you will share in the proceeds of the proposed Settlement if your

claim is timely and valid and if the proposed Settlement is finally approved by the Court, and

you will be bound by the Judgment(s) and releases described below.

2. You may elect to be excluded from the Class. If you exclude yourself from the

-11 -

Class, you will not participate in the settlement, and you will not receive the benefits of the

- settlement. You will not be bound by the judgments to be entered in the Litigation dismissing

the Defendants, and none of your claims will be released in connection with the Settlement. If

you want to be excluded from the Class, you must mail or deliver, such that it is received on or

before February 6, 2002, a written request for exclusion to each of the following:

Just For Feet Securities LitigationThe Garden City GroupP.O. Box 8835Melville, New York 11747-8835

M. Clay Ragsdale, Esq.RAGSDALE & WHEELER, LLCThe Farley Building Suite 550Birmingham, Alabama 35203

J. Michael Rediker, Esq.HASKELL SLAUGHTER YOUNG & REDIKER, LLC1200 AmSouth/Harbert Building1901 - 6th Avenue NorthBirmingham, AL 35203

John B. Missing, Esq.BROBECK, PHLEGER & HARRISON, LLP1333 H. Street N.W., Suite 800Washington, D.C. 20005

-Michael J. Malone, Esq.KING & SPALDING1185 Avenue of the AmericasNew York, NY 10036-4003

Lee H. Zell, Esq.BALCH & BINGHAM, LLP

- 710 Sixth Avenue NorthBirmingham, AL 35203-2015

This request for exclusion must be signed by you and must contain the following information:

(a) your name and address, and the name and address of the record holder of your

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)

Just For Feet stock if different from your own;

(b) the number of shares of Just For Feet stock you bought or otherwise acquired

from May 5, 1997 through and including November 1, 1999, the date of each purchase or

acquisition, and the purchase or acquisition price; and

(c) the number of shares of the foregoing Just For Feet stock that you sold, the date of

each sale, and the sale price.

In your exclusion request, please include the reference Just For Feet Securities

Litigation.

3. If you have not requested to be excluded from the Class, you may object to the

Settlement and/or the application of plaintiffs' counsel for an award of attorneys' fees and -

reimbursement of expenses in the manner set forth below. The filing of a Proof of Claim by a

Class Member does not preclude a Class Member from objecting to the Settlement. However, if

your objection is rejected you will be bound by the Settlement and the Judgment(s) (described

below) just as if you had not objected.

4. You may do nothing at all. If you choose this option, and if you have not

previously requested in writing to be excluded from the Class, you will not share in the proceeds

of the Settlement, but you will be bound by any and all determinations or judgments in the

Litigation in connection with the Settlement entered into or approved by the Court, whether

favorable or unfavorable to the Class including, without limitation, the Judgment(s) described

below, and you shall be deemed to have, and by operation of the Judgment(s) shall have fully

released all of the Released Claims (defined below) against the Released Persons.

If you are a Class Member, you may, but are not required to, enter an appearance through

counsel of your own choosing at your own expense. If you do not do so, you will be represented

by the law firms which have been appointed by the Court as co-lead counsel for the

Representative Plaintiffs and the Class.

TERMS OF THE PROPOSED SETTLEMENT

Settlements have been reached in the Litigation between the Representative Plaintiffs and

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)

the Defendants which are embodied in (1) a Stipulation of Settlement between the

- Representative Plaintiffs (on behalf of themselves and all Class member) and the JFF

Defendants, dated as of December 21, 2001 (the "JFF Stipulation"), and (2) a Sfipulation and

Agreement of Settlement between the Representative Plaintiffs (On behalf of themselves and all

Class member) and the Deloitte Defendants, dated as of December 21, 2001 (the "Deloitte

Stipulation"), both of which are on file with the Court (together, the "Stipulations"). The

settlements set forth in the Stipulations would resolve and extinguish all claims in the Litigation,

and would result in dismissal of the Litigation with prejudice. The Representative Plaintiffs and

their counsel, on the basis of, among other things, a thorough investigation of the facts and the

law relating to the acts, events, and conduct complained of and the subject matter of the

Litigation, have concluded that the proposed Settlement is fair to and in the best interests of the

Class.

The following description of the proposed Settlement of the Litigation is only a summary,

and reference is made to the text of the Stipulation, on file with the Court, for a full statement of

its provisions:

1. The JFF Settlement will result in the creation of a settlement fund consisting of

approximately $25,500,000 in cash plus any interest that may accrue thereon prior to distribution

(the "JFF Settlement Fund). An additional $10 million has been set aside in a reserve (the

"Reserve") for payment of certain defense costs, judgments, and other costs associated with

other litigation against certain of the JFF Defendants. To the extent there is any balance

remaining in the Reserve after payment of such costs, three-quarters (3/4) of such balance shall

be added to the JFF Settlement Fund. There can be no assurance that any of the Reserve will

remain for distribution to the JFF Settlement Fund.

2. The Deloitte Settlement will result in the creation of a settlement fund consisting

of $7,400,000 in cash plus any interest that may accrue thereon prior to distribution (the

"Deloitte Settlement Fund).

3. Upon approval of the Stipulation by the Court and entry of judgment(s) that

becomes final judgment(s) and upon satisfaction of the other conditions to the Settlement,

-14-

described below, the IFF Settlement Fund and the Deloitte Settlement Funds (together, the

- "Settlement Funds") will be distributed as follows:

(a) To pay costs and expenses in connection with providing notice to the

members of the Class and administering the Settlement on behalf Of the Class;

(b) To pay Representative Plaintiffs and their aftomeys such fees, expenses

and costs, with interest thereon (the "Fee and Expense Award"), as are allowed by the Court;

(c) To pay the reasonable costs incurred in the preparation of any tax returns

required to be filed on behalf of the Settlement Funds as well as the taxes (and any interest and

penalties determined to be due thereon) owed by reason of the earnings of the Settlement Funds,

including all Taxes and Tax Expenses as defined in the Stipulations; and

(d) Subject to the approval by the Court of the Plan of Allocation described

below, the balance of the Settlement Funds (the "Net Settlement Fund"), shall be distributed to

Class Members who submit valid, timely Proof of Claim forms ("Authorized Claimants").

4. The proposed Plan of Allocation provides for distribution of the Net Settlement

Fund to Authorized Claimants as follows:

(a) Each Person claiming to be an Authorized Claimant shall be required to

submit a separate Proof of Claim and Release signed under penalty of perjury and supported by

such documents as specified in the Proof of Claim as are reasonably available to the Authorized

Claimant.

(b) All Proof of Claim forms must be postmarked or received by April 1,

2002, addressed as follows:

Just For Feet Securities LitigationThe Garden City GroupP.O. Box 8835Melville, New York 11747-8835

Unless otherwise ordered by the Court, any Class Member who fails to submit a properly

completed and signed Proof of Claim within such period, or such other period as may be ordered

by the Court, shall be forever barred from receiving any payments pursuant to the Stipulations,

but will in all other respects be subject to the provisions of the Stipulations and the final

-15-

judgment(s) entered by the Court.•

(c) To the extent there are sufficient funds in the Net Settlement Fund, each

Authorized Claimant will receive an amount equal to the Authorized Claimant's claim, as

defined below. If, however, the amount in the Net Settlement Fund is not sufficient to permit

payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be

paid that percentage of the Net Settlement Fund that each Authorized Claimant's claim is of the

total of the claims of all Authorized Claimants.

(d) Each Class Member's claim shall be calculated as follows:

(i) Shares ofJust for Feet stock that were purchased prior to May 5, 1997 or

after November 1, 1999, shall not be included in any claim calculations.

(ii) For each share of Just for Feet stock purchased or sold during the Class

Period, the price inflation on the date of purchase or sale shall be deemed to be as follows:

Date Inflation per share

•From May 5, 1997 - March 20, 1998 $6.29

From March 23, 1998 - July 7, 1998 $7.50 + (([number of trading daysinto the period 1]/85)*$6.50)

From July 8, 1998 - October 19, 1998 $14.00 - (([number of trading daysinto the period1/73)*$4.00)

October 20, 1998 - January 21, 1999 $12.00

January 22, 1999 - May 24, 1999 $ 8.00

May 25, 1999- July 27, 1999 $ 4.00

July 28, 1999 - September 20, 1999 $ 3.00

September 21, 1999- October 27, 1999 $ 1.50

October 28, 1999 - November 1, 1999 $ 1.05

For purposes of this calculation, March 23, 1998 is the first trading day into the period.2

For purposes of this calculation, July 8, 1998 is the first trading day into the period.

-16-

)

(iii) Each share ofJust for Feet stock that was purchased by a Class Member

during the Class Period and still held by such Class Member at the end of the Class Period (i.e.,

the close of trading on November 1, 1999) shall be treated as if sold for $O, and the Class

Member shall be deemed to have suffered a loss on that share equal to the amount of inflation

paid on the date of purchase, as determined in subsection (ii) above.

(iv) For each share ofJust for Feet stock that was purchased by a Class

Member during the Class Period and then sold by such Class Member during the Class Period,

the profit/loss associated with that share shall equal the amount of inflation paid on the date of

purchase minus the amount of inflation received on the date of sale, both as determined in

subsection (ii) above. If the result is a positive number, the Class Member shall be deemed to

have suffered a loss on that share. If the result is a negative number, the Class Member shall be

deemed to have realized a profit on that share.

(v) The date of purchase or sale is the "contract" or "trade" date as

distinguished from the "settlement" date.

(vi) For Class Members who made multiple purchases or multiple sales during

the Class Period, the first-in, first-out ("FIFO") method will be applied to both purchases and

sales for purposes of calculating a claim. Under the FIFO method, sales during the Class Period

will be matched in chronological order, first against shares held at the beginning of the Class

Period and then against shares purchased during the Class Period. Shares purchased prior to the

beginning of the Class Period will not be used in the calculation of a claim.

(vii) All profits shall be subtracted from all losses to determine the net claim of

each Class Member. Only if a Class Member had a net loss, after all profits from transactions in

Just for Feet common stock during the Class Period are subtracted from all losses, will such

Class Member be eligible to receive a distribution from the Net Settlement Fund.

(viii) The Court has reserved jurisdiction to allow, disallow or adjust the claim

of any Class Member on equitable grounds.

-17-

5. Payment pursuant to the Plan of Allocation set forth above shall be conclusive

against all Authorized Claimants, No Person shall have any claim against the Representative

Plaintiffs or their counsel or any claims administrator or other agent designated by the

Representative Plaintiffs or their counsel, or against Defendants, Defendants' counsel or

Defendants' Insurers, based on distributions made substantially in accordance with the

Stipulations and the Settlement contained therein, the Plan of Allocation, or further orders of the

Court. All Class Members who fail to complete and file a valid and timely Proof of Claim and

Release shall be barred from participating in distributions from the Settlement Funds (unless

otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the

Stipulations, including the terms of any judgment(s) entered and the releases given. .

6. To share in the Settlement Funds, you must submit a valid Proof of Claim and

Release on the form enclosed with this Notice no later than April 1, 2002, to the address set forth

in the attached Proof of Claim form.

7. The Settlement Funds, less any deductions for fees and costs allowed by the

Court, taxes due and other deductions pursuant to the temis of the Stipulations, shall be

maintained by the Escrow Agent for the benefit of the Class, as provided in the Stipulations.

CONDITIONS FOR SETTLEMENT

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

Stipulations. Those events include, among other things: (1) entry of the Judgment(s) by the

Court, as provided for in the Stipulations; and (2) expiration of the time to appeal from or alter or

amend the Judgment(s). The JFF Settlement is also conditioned upon the dismissal of the State

Court Actions with prejudice. If, for any reason, any one of the conditions described in the

Stipulations is not met, the Stipulation(s) might be terminated and, if terminated, will become

null and void, and the parties to the Stipulation(s) will be restored to their respective positions

prior to the respective Settlements.

-18-

-

)DISMISSAL AND RELEASES

1. If the Settlement is approved by the Court, the Court will enter judgments which

in substance will have the following effects. First, all Class Member claims against Defendants

and the Related Parties relating to the Litigation or Just For Feet will be released and the

Litigation will be dismissed with prejudice. Second, Defendants will be precluded from suing

the Representative Plaintiffs or their lawyers in connection with the Litigation. Third,

constraints will be placed upon the ability of Defendants to sue each other. Fourth, Defendants

will be given certain protections against lawsuits by others in connection with Just For Feet,

resulting in the possibility of a reduction in the recovery by any Class Member who sues anyone

else who then tries to sue a Defendant. (This is a meant to be only a general description of the

dismissal, release, and bar order provisions of the Settlement, and anyone interested in more

detail is invited to study the Stipulations themselves.)

2. The Court shall retain jurisdiction over implementation of the Settlement,

disposition of the Settlement Funds, hearing and determining Representative Plaintiffs' counsel's

application(s) for attorneys' fees, costs, interest and expenses (including fees and costs of

experts), and enforcing and administering the Stipulations, including any releases executed in

connection therewith.

3. The judgments will provide that all Class Members who do not validly and timely

request 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) against all Defendants.

NOTICE TO BANKS, BROKERS, AND OTHER NOMINEES

Banks, brokerage firms, institutions, and other Persons who are nominees who purchased

the common stock of Just for Feet for the beneficial interest of other Persons as of any day from

May 5, 1997 through and including November 1, 1999, are requested within ten (10) days of

receipt of the Notice, to (1) provide the Claims Administrator with the names and addresses of

such beneficial purchasers, or to (2) forward a copy of this Notice to each such beneficial

purchaser and provide the Claims Administrator with written confirmation that this Notice has

-19-

been so forwarded. Representative Plaintiffs' Counsel offer to reimburse your reasonable costs

and expenses of complying with this provision upon submission of appropriate documentation.

Additional postage pre-paid copies of the Notice may be obtained from the Claims Administrator

for forwarding to such beneficial owners. All such correspondence to the Claims Administrator

should be addressed as follows:

Just For Feet Securities LitigationThe Garden City GroupP.O Box 8835Melville, New York 11747-8835Toll-free line: 1-800-809-8639

4-

ATTORNEYS' FEES, COSTS AND/OR EXPENSES OFPLAINTIFFS' COMMITTEE AND ITS ATTORNEYS

To date, plaintiffs' counsel have not received any payment for their services in

conducting this Litigation on behalf of the Representative Plaintiffs and the members of the

Class, nor have counsel been reimbursed for their out-of-pocket expenses. The Representative

Plaintiffs and their counsel in the Litigation will apply to the Court at the conclusion of the

Hearing described below, for an award a attorneys' fees of not to exceed 25% of the Settlement

Funds. The Representative Plaintiffs and their counsel will also apply to the Court for

reimbursement of litigation expenses which were advanced in connection with the Litigation and

such other sums as are allowed to the Representative Plaintiffs directly relating to their

representation of the Class, together not to exceed $1,700,000. Such sums as may be granted by

the Court will be paid from the Settlement Funds. Class Members are not personally liable for

any fees or expenses awarded by the Court.

The fee requested by plaintiffs' counsel will compensate them for their efforts in

achieving the Settlement Funds for the benefit of the class, and for their risk in undertaking this

case on a contingent basis. If approved by the Court, the fee requested would be within the range •

of fees awarded to plaintiffs' counsel under similar circumstances in litigation of this type.

-20-

THE HEARING ON THE PROPOSED SETTLEMENT

A hearing (the "Hearing") will be held before the Honorable II. Dean Buttram at the

United States Courthouse, 1729 Fifth Avenue, Birmingham, Alabama, at 2:30 P.M., on February

21, 2002, for the purpose of determining: (1) whether the proposed Settlement is fair, reasonable

and adequate and whether it should be approved by the Court; (2) whether the proposed Plan of

Allocation is fair, just, reasonable and adequate; (3) .whether applications of Representative

Plaintiffs' Counsel for an award of attorneys' fees, costs and expenses should be approved; and

(4) whether Judgment(s) should be entered dismissing the Litigation with prejudice. The

Hearing may be adjourned from time to time by the Court at the Hearing or any adjourned

session thereof without further notice.

Any member of the Class who has not requested exclusion may appear at the Hearing to

show cause why the proposed Settlement should not be approved, or the Litigation should not be

dismissed with prejudice, and to present any opposition to the Plan of Allocation or the

application of Representative Plaintiffs or their counsel for attorneys' fees, costs and expenses;

provided, however, that no such Person shall be heard, unless his or her objection or opposition

is made in writing and is filed, together with copies of all other papers and briefs by him or her

with the Court no later than February 11, 2002, and received (by fax or otherwise) on or before

February 12, 2002, by each of the following:

M. Clay Ragsdale, Esq.RAGSDALE & WHEELER, LLC550 Farley Building1929 Third Avenue NorthBirmingham, AL 35203Telephone: (205) 251-4775Facsimile: (205) 251-4777

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,)

J. Michael Rediker, Esq.HASKELL SLAUGHTER YOUNG & REDUCER, L.L.C.1200 AmSouth/Hatbert Building1901 Sixth Avenue NorthBirmingham, ALTelephone: (205) 251-1000Facsimile: (205) 324-1133

Luther M. Dorr, Jr., Esq.MAYNARD, COOPER & GALE, P.C.2400 AmSouth/Harbert Plaza1901 Sixth Avenue NorthBirmingham, AL 35203Telephone: (205) 254-1000Facsimile: (205) 254-1999

Crawford S. McGivaren, Jr., Esq.CABANISS, JOHNSTON, GARDNER, DUMAS & O'NEALPark Place Tower, Suite 7002001 Park Place NorthP.O. Box 830612Birmingham, AL 35283-0612Telephone: (205) 716-5200Facsimile: (205) 716-5389

William J. Baxley, Esq.BAXLEY, DILLARD, DAUPHIN & MCKNIGHT2008 Third Avenue SouthBirmingham, AL 35233Telephone: (205)271-1100Facsimile: (205) 271-1108

James W. Gewin, Esq.BRADLEY ARANT ROSE & WHITE, LLP2001 Park Place, Suite 1400Birmingham, AL 35203-2736Telephone: (205) 521-8352Facsimile: (205) 521-8713

-22-

W. Stancil Starnes, Esq.STARNES & ATCHISON, LLP100 Brookwood Place, Seventh FloorBirmingham, AL 35209Telephone: (205) 868-6000Facsimile: (205) 868-6099

Lee IL Zell, Esq. -BALCH & BINGHAM, LLP710 Sixth Avenue NorthBirmingham, AL 35203-2015Telephone: (205) 251-8100Facsimile: (205) 226-8798

Unless otherwise ordered by the Court, any member of the Class who does not make his or her

objection or opposition in the manner provided shall be deemed to have waived all objections

and opposition to the fairness, reasonableness and adequacy of the proposed Settlement, the Plan

of Allocation, or the request of Representative Plaintiffs or their counsel for attorneys' fees, costs

and expenses.

EXAMINATION OF PAPERS AND INQUIRIES

This Notice contains only a summary of the Litigation and the terms of the proposed

Settlement. For a more detailed statement of the matters involved in the Litigation, reference is

made to the pleadings, to the Stipulations, and to other papers filed in this action which may be

inspected at the Office of the Clerk, United States District Court, Northern District of Alabama,

Southern Division, 1729 Fifth Avenue, Birmingham, Alabama, during business hours of each

business day.

DO NOT CONTACT THE COURT REGARDING THIS NOTICE.

If you have any questions about the Settlement or the matters contained in this Notice,

you may contact any of the following representatives for the plaintiffs:

-23-

M. Clay Ragsdale, Esq.RAGSDALE 8.r. WHEELER, LLC550 Farley Building1929 Third Avenue NorthBirmingham, AL 35203(205) 251-4775

J. Michael Rediker, Esq.Thomas L. Krebs, Esq.HASKELL SLAUGHTER YOUNG & REDIKER, L.L.C.1200 AmSouth/Harbert Building1901 Sixth Avenue NorthBirmingham, AL 35203(205) 251-1000

DATED: BY ORDER OF THE UNITED STATESDISTRICT COURT FOR THE NORTHERNDISTRICT OF ALABAMA, SOUTHERNDIVISION

-24-

,„

" ) ,

•

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION

STATE OF WISCONSIN INVESTMENT)BOARD, KENNETH P. BUSH, EDWARD E.)EUBANK, and JOHN MICHAEL, on behalf of)themselves and all others similarly situated, )

)Plaintiffs, )

vs. )) CASE NUMBER

HAROLD RU1TENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, ) CV 99-BU-3097-SPATRICK LLOYD, DON-ALLEN )RUTTENBERG, MICHAEL LAZA.RUS, )HELEN ROCKEY, SCOTT C. WYNNE, ) -RANDALL L HAINES, ADAM )GILBURNE, DEL0111 E & TOUCHE LLP, ) -

STEVEN H. BARRY, and KAREN BAKER, )) .

Defendants. ) )

))

GEORGE W. MASSEY, on behalf of himself )and all others similarly situated, )

)Plaintiffs, )

) CASE NUMBERvs. )

) CV 99-BU-3 129-5HAROLD RUTTENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, HELEN)M. ROCICEY and PATRICK LLOYD, )

)Defendants. )

)

PROOF OF CLAIM

(EXHIBIT A-2 TO STIPULATION OF SETTLEMENT)

TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF JUST FOR FEET, INC.

("JUST FOR FEET" OR THE "COMPANY") DURING THE PERIOD MAY 5, 1997

THROUGH NOVEMBER I, 1999, INCLUSIVE.

If you purchased Just for Feet common stock during the period described above, have not f5

requested exclusion from the Class and are not a Defendant in this Litigation, or a member of the ,r\i

immediate family of any of the Defendants, an entity in which any of the Defendants has a 0

Pit_•

controlling interest, or the legal representatives, heirs, successors or assigns of any such excluded

party, you should read the accompanying Notice of Pendency of Class Action, Hearing on Proposed

Settlement and Attorneys' Fee Petition and Right to Share in Settlement Fund, as well as the

accompanying Notice of Proposed Settlement of Class Action (together, the "Notices") and complete

this Proof of Claim Form.

IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE SETTLEMENTS DESCRIBED

IN THE ACCOMPANYING NOTICES, YOU MUST MAIL YOUR COMPLETED PROOF OF

CLAIM TO THE CLAIMS ADMINISTRATOR POSTMARKED ON OR BEFORE APRIL 1,

2002.

I. GENERAL INSTRUCTIONS

1. To recover as a member of the class based on your claims in the above-captioned

actions (the "Litigation"), you must complete and, on page 9 hereof, sign this Proof of Claim. If you

fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may

be rejected and you may be precluded from any recovery from the Settlement Fund(s) created in

connection with the proposed settlements of the Litigation.

2. Submission of this Proof of Claim, however, does not assure that you will share in

the proceeds of settlement in the Litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

POSTMARKED ON OR BEFORE APRIL 1, 2002, ADDRESSED AS FOLLOWS:

Just For Feet Securities LitigationThe Garden City Group

P. 0. Box 8835Melville, New York 11747-8835

4. If you are NOT a member of the Class (as defined in the Notices), DO NOT submit

a Proof of Claim.

5. If you are a member of the Class and you do not timely request exclusion in

connection with the proposed settlement, you are bound by the terms of any judgment entered in the

Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF

-2-

)

_ OF CLAIM.

II. CERTAIN DEFINITIONS

1. "Just for Feet" means Just for Feet Inc.

2. "Defendants" means Harold Ruttenberg, Eric Tyra, Peter Berman, Cooper Evans,

Patrick Lloyd, Don-Allen Ruttenber& Michael Lazarus, Helen Rockey, Scott C. Wynne, Randall

Haines, Adam Gilbume, Robert Wabler, Alex Bond, Edward Croft, Deloitte & Touche LLP, Steven

H. Barry, and Karen Baker.

III. CLAIMANT IDENTIFICATION

1. If you purchased Just for Feet common stock and held the certificate(s) in your name,

you are the beneficial purchaser as well as the record purchaser. If, however, you purchased Just for

Feet common stock and the certificate(s) were registered in the name of a third party, such as a

nominee or brokerage firm, you are the beneficial purchaser and the third party is the purchaser of

record.

2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser

of record ("nominee"), if different from the beneficial purchaser ofJust for Feet stock which forms

the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH •

PURCHASER OR PURCHASERS, OF THE JUST FOR FEET STOCK UPON WHICH THIS

CLAIM IS BASED.

3. All joint purchasers must sign this claim. Executors, administrators, guardians,

conservators and trustees must complete and sign this claim on behalf of persons represented by

them and their authority must accompany this claim and their titles or capacities must be stated. The

Social Security (or taxpayer identification) number and telephone number of the beneficial owner

may be used in verifying the claim. Failure to provide the foregoing information could delay

verification of your claim or result in rejection of the claim.

-3-

_ IV. CLAIM FORM

1. Use Part II of this form entitled "Schedule of Transactions in Just for Feet Common

Stock" to supply all required details of your transaction(s) in Just for Feet stock. If you need more

space or additional schedules, attach separate sheets giving all of the required information in

substantially the same form. Sign and print or type your name on each additional sheet.

2. On the schedules, provide all of the requested information with respect to all of your

purchases or acquisitions and all of your sales of Just for Feet which took place at any time

beginning May 5, 1997 through and including November 1, 1999 (the "Class Period"), whether such

transactions resulted in a profit or a loss. Failure to report all such transactions may result in the

rejection of your claim.

3. List each transaction in the Class Period separately and in chronological order, by

trade date, beginning with the earliest. You must accurately provide the month, day and year of each

transaction you list.

4. The date of covering a "short sale" is deemed to be the date of purchase of Just for

Feet stock. The date of a "short sale" is deemed to be the date of sale of.Just for Feet stock.

5. Broker confirmations or other documentation of your transactions in Just for Feet

stock should be attached to your claim. Failure to provide this documentation could delay

verification of your claim or result in rejection of your claim.

-4-

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ALABAMA

In re State of Wisconsin Investment Board et al. v. Harold Ruttenberg et aL

Master File Nos.

CV 99-13U-3097-Sand

CV 99-BU-3129-S

PROOF OF CLAIM

Must be Postmarked No Later Than:April 1, 2002

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last)

Street Address

City State Zip Code

Foreign Province Foreign Country

IndividualSocial Security Number orTaxpayer Identification Number Corporation/Other

(wniir) Area Code Telephone Number

(Imme) Area Code Telephone Number

Record Owner's Name (if different from beneficial owner listed above)

-5-

) )

PART II: SCHEDULE OF TRANSACTIONS IN JUST FOR FEET COMMON •STOCK

A. Number of shares of Just for Feet common stock held at the opening of trading onMay 5, 1997 :

B. Purchases or Acquisitions (May 5, 1997 through November 1, 1999, inclusive) ofJust for Feet common stock:

Trade Date(s) Number of Shares Purchase Price Per Aggregate CostMonth/Day/Year Purchased or Share (including

Acquired commissions, taxes,and fees)

1. $

2.

3. _ $

4.

IMPORTANT: Identify by number listed above all purchases in which you covered a"short sale":

C. Sales (May 5, 1997 through November 1, 1999, inclusive) of Just for Feetcommon stock:

Trade Date(s) Number of Shares Sales Price Per Share Net Proceeds (afterMonth/Day/Year Sold commissions, taxes,

and fees)

1.

2.

3.

4.

D. Number of shares ofJust for Feet common stock held at close of trading onNovember 1, 1999:

If you require additional space, attach extra schedules in the same format as above. Sign and

print your name on each additional page.

YOU MUST READ AND SIGN THE DECLARATION ON PAGE 9.

-6-

,

PART III: SUBMISSION TO JURISDICTION OF COURT ANDACKNOWLEDGMENTS

I submit this Proof of Claim under the terms of the stipulations of settlement described in

the Notices. I also submit to the jurisdiction of the United States District Court for the Northern

District of Alabama, with respect to my claim as a Class Member and for purposes of enforcing

the releases set forth in the stipulations of settlement. I further acknowledge that I am bound by

and subject to the terms of any judgment that may be entered in the Litigation, including releases

of claims. I agree to furnish additional information to the Representative Plaintiffs' Counsel or

the Claims Administrator to support this claim if required to do so. I have not submitted any

other claim covering the same purchases or sales of Just for Feet common stock during the Class

Period and know of no other person having done so on my behalf.

PART IV: SUBSTITUTE FORM W-9

A. Request for Taxpayer Identification Number and Certification:

Enter name and taxpayer identification number (TIN) below for theBeneficial Owner(s). For most individuals, your TIN is yourSocial Security Number (SSN). For sole proprietors, you mustshow your individual name, but you may also enter your businessor "doing business as" name. You may enter either your SSN oryour Employer Identification Number (EIN). For other entities,your TIN is your EIN. The Internal Revenue Service requires suchtaxpayer identification number. If you fail to provide thisinformation, your claim may be rejected.

Name

Social Security Number (for individuals) or

Employer Identification Number (for estates,trust, corporations, etc.)

-7-

•

)

B. For Payees Exempt from Backup Withholding:

If you are exempt from backup withholding, enter your correct TIN above and write

"exempt" on the following line:

C. Certification:

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

1. The number shown on this form is my (our) correct TIN; and

2. I am (we are) NOT subject to backup withholding under the provisions of

Section 3406(a)(1)(C) of the Internal Revenue Code, because (a) I am (we are) exempt

from backup withholding; or (b) I (we) have not been notified by the Internal Revenue

Service that I am (we are) subject to backup withholding as a result of a failure to report .

all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am

(we are) no longer subject to backup withholding.

NOTE: If you have been notified by the Internal Revenue Service that you are subject tobackup withholding, you must cross out the language that you are not subject tobackup withholding in the above certification.

SEE ENCLOSED FORM W-9 INSTRUCTIONS

The Internal Revenue Service does not require your consent to any provision of this document

other than the certification required to avoid backup withholding.

-8-

PART V: DECLARATION

I (we) hereby declare under penalty of perjury under the laws of the United States of

America that all of the information supplied by the undersigned on the above form is true, correct

and complete.

Executed this day of , (Month / Year) (City)

(State / Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing, e.g.,Beneficial Purchaser, Executor orAdministrator)

ACCURATE CLAIMS PROCESSING TAKES ASIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

I. Please sign the above declaration.

2. Remember to attach supporting documentation, if available.

3. Do not send original or copies of stock certificates.

4. Keep a copy of your claim form for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send itCertified Mail, Return Receipt Requested.

6. If you move, please send us your new address.

-9-

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION

STATE OF WISCONSIN INVESTMENT)BOARD, KENNETH P. BUSH, EDWARD E.)EUBANK, and JOHN MICHAEL, on behalf of ),themselves and all others similarly situated

)Plaintiffs, )

vs. ) CASE NUMBER)

HAROLD RUTIENBERG, ERIC L. TYRA, ), CV 99-BU-3097-S

PETER BERMAN, COOPER EVANS, )) CLASS ACTION -

PATRICK LLOYD, DON-ALLEN)

RUTTENBERG, MICHAEL LAZARUS, )HELEN ROCKEY, sayrr C. WYNNE, )RANDALL L. HAINES, ADAM )GILBURNE, DELOITTE & TOUCHE LLP, ) •

STEVEN H. BARRY, and KAREN BAKER' ))

)Defendants. )

)))

GEORGE W. MASSEY, on behalf of himself )and all others similarly situated, ) CASE NUMBER

)Plaintiffs, ) CV 99-BU-3129-S

)vs. ) CLASS ACTION

)HAROLD RUTTENBERG, ERIC L. TYRA, )PETER BERMAN, COOPER EVANS, )HELEN M. ROCKEY and PATRICK LLOYD,)

)Defendants. )

)

SUMMARY NOTICE OF PENDENCY OF CLASS ACTION,PROPOSED SETTLEMENT AND SETTLEMENT HEARING

(EXHIBIT A-3 TO STIPULATION OF SETTLEMENT)

TO: ALL PERSONS WHO PURCHASED JUST FOR FEET INC. ("Just for Feet")COMMON STOCK DURING THE PERIOD MAY 5, 1997 THROUGH NOVEMBER1, 1999, INCLUSIVE:

)

YOU ARE HEREBY NOTIFIED that the United States District Court for the Northern

District of Alabama (the "Court") has determined that this lawsuit (the "Litigation") should

proceed as a class action on behalf of all persons and entities who purchased common stock of

Just for Feet between May 5, 1997 and November 1, 1999, inclusive and who have suffered a

loss (the "Class"). Excluded from the Class are (1) all of the defendants in the litigation

(collectively, the "Defendants'), (2) members of the families of the Defendants, (3) the

subsidiaries or affiliates of any Defendant, (4) any person or entity who is (or was during the

Class Period) a shareholder, partner, officer, director, employee or controlling person of any

Defendant, (5) any entity in which any Defendant has a controlling interest, and (6) the legal

representatives, heirs, successors or assigns of any such excluded person. This Notice is being

sent to you, in part, pursuant to Rule 23(c) of the Federal Rules of Civil Procedure to advise you

of the pendency and nature of this Litigation and your rights in connection with it and any

matters relating to the foregoing.

YOU ARE HEREBY FURTHER NOTIFIED that two settlements of the Litigation have

been proposed, one between the plaintiff Class and former Just For Feet, Inc. employees,

officers, and/or directors Harold Ruttenberg, Eric L. Tyra, Peter Berman, Cooper Evans, Patrick

Lloyd, Don Allen Ruttenberg, Michael Lazarus, Helen Rockey, Scott C. Wynne, Randall L.

Haines, Adam Gilbunie, Robert C. Wabler, Alex M. Bond and Edward S. Croft, III (the "IrFF

Settlement"), and one between the plaintiff Class and defendants Deloitte & Touche LLP, Steven

H. Barry and Karen Baker (the "Deloitte Settlement"). Pursuant to an Order of the Court, a

hearing will be held on February 21, 2002, at 2:30 p.m., before the Honorable H. Dean Butiram,

at the United States Courthouse, 1729 Fifth Avenue, Birmingham, Alabama, for the purpose of

determining: (1) whether the proposed settlements (collectively, the "Settlement") of the above-

captioned Litigation should be approved by the Court as fair, just, reasonable and adequate; (2)

whether the Proposed Plan of Allocation of Settlement proceeds is fair, just, and adequate;

(3) whether the application of plaintiffs' counsel for an award of attorneys' fees and

-2-

414

reimbursement of expenses incurred in connection with this Litigation, together with interest

thereon, should be approved; and (4) whether the Litigation should be dismissed with prejudice.

If you purchased the common stock of Just for Feet during the period beginning May 5,

1997 through November 1, 1999, inclusive, your rights may be affected by this Litigation and the

Settlement. If you have not received a detailed Notice of Class Certification and Settlement of

Class Action (the "Notice") and a copy of the Proof of Claim and Release, you may obtain

copies by calling or writing to Just For Feet Securities Litigation, The Garden City Group, Inc,

P.O Box 8835, Melville, New York 11747-8835, toll free 1-800-809-8639. If you are a Class

Member, in order to share in the distribution of the Settlement Funds you must submit a Proof of

Claim and Release postmarked no later than April 1, 2002, establishing that you are entitled to a

recovery. If you do not exclude yourself from the Class, you will be bound by any judgment

rendered in the Litigation whether or not you make a claim.

If you exclude yourself from the Class, you will not participate in the Settlement, and you

will not receive the benefits of the Settlement. You will not be bound by the judgments to be

entered pursuant to the Settlement, and none of your claims will be released. If you want to be

excluded, you must mail or deliver, such that it is received on or before February 6, 2002, a

written request for exclusion to each of the following:

Just For Feet Securities LitigationThe Garden City GroupP.O. Box 8835Melville, New York 11747-8835Toll-free line: 1-800-809-8639

M. Clay Ragsdale, Esq.RAGSDALE & WHEELER, LLCThe Farley Building, Suite 5501929 31-d Ave NorthBirmingham, Alabama 35203

J. Michael Rediker, Esq.HASKELL SLAUGHTER YOUNG & REDIK.ER, LLC1200 AmSouth/Harbert Building1901 - 6th Avenue NorthBirmingham, AL 35203

-3-

John B. Missing, Esq.BROBECK, PHLEGER & HARRISON, LLP1333 H. Street N.W., Suite 800Washington, D.C. 20005

Michael J. Malone, Esq.KING & SPALDING1185 Avenue of the AmericasNew York, NY 10036-4003

Lee H. Zell, Esq.BALCH & BINGHAM, LLP710 Sixth Avenue NorthBirmingham, AL 35203-2015

The exclusion request must also comply with the other requirements set forth in the Notice

referred to above.

Any objection to the Settlement must be filed with the Court no later than February 11,

2002 and received by each of the following no later than February 12, 2002:

M. Clay RagsdaleRAGSDALE & WHEELER, LLC1929 Third Avenue North550 Farley BuildingBirmingham, AL 35203

J. Michael Rediker, Esq.HASICELL SLAUGHTER YOUNG & REDIKER, L.L.C.1200 AmSouth/Harbert Building1901 Sixth Avenue NorthBirmingham, AL 35203

Luther M. Dorr, Jr., Esq.MAYNARD, COOPER & GALE, P.C.2400 AmSouth/Harbert Plaza1901 Sixth Avenue NorthBirmingham, AL 35203

Crawford S. McGivaren, Jr., Esq.CABANISS, JOHNSTON, GARDNER,DUMAS & O'NEALPark Place Tower, Suite 7002001 Park Place NorthP.O. Box 830612Birmingham, AL 35283-0612

William J. Baxley, Esq.BAXLEY, DILLARD, DAUPHIN & MCKNIGHT2008 Third Avenue South

-4-

4 5

Birmingham, AL 35233

James W. Gewin, Esq.BRADLEY ARANT ROSE & WHITE, LLP2001 Park Place, Suite 1400Birmingham, AL 35203-2736

W. Stancil Starnes, Esq.STARNES & ATCHISON, LLP100 Brookwood Place, Seventh FloorBirmingham, AL 352092736

Lee H. Zell, Esq.BALCH & BINGHAM, LLP710 Sixth Avenue NorthBirmingham, AL 35203-2015

Any objection must also comply with the other requirements set forth in the Notice.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDINGTHIS NOTICE.

DATED: BY ORDER OF THE UNITED STATESDISTRICT COURT FOR THENORTHERN DISTRICT OF ALABAMA,SOUTHERN DIVISION

-5-

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION

)STATE OF WISCONSIN INVESTMENT BOARD, )KENNETH D. BUSH, EDWARD E. EUBANK, JR., )JOHN MICHAEL, suing on behalf of themselves and all )others similarly situated, )

)Plaintiffs, ) CV 99-BU-3097-S

) andVS. ) CV 99-BU-3129-S

)DELOITTE & TOUCHE LLP, STEVEN H. BARRY, )AND KAREN BAKER,

)

Defendants. ))

FINAL ORDER AND JUDGMENT

On the day of , 2002, a hearing having been held before this

Court to determine: (1) whether the terms and conditions of the Stipulation and Agreement of

Settlement dated December 21, 2001 (the "Settlement Stipulation") are fair, reasonable, and

adequate for the settlement of all claims asserted by the Class against defendants Deloitte &

Touche LLP, Steven H. Barry, and Karen Baker ("Defendants"); (2) whether judgment should be

entered dismissing the Consolidated Class Action Complaint dated June 15, 2000 (the

"Complaint"), on the merits and with prejudice, in favor of Defendants and as against all persons •

or entities who are members of the Class herein who have not requested exclusion therefrom;

(3) whether to approve the proposed Plan of Allocation as a fair and reasonable method to

allocate the settlement proceeds among the members of the Class; and (4) whether and in what

amount to award Plaintiffs' Counsel fees and reimbursement of expenses; and

jkl*---

The Court having considered all matters submitted to it at the hearing and otherwise; and

It appearing that a notice of the hearing substantially in the form approved by the Court

was mailed to all persons or entities reasonably identifiable who purchased the common stock of

Just For Feet, Inc. ("JFF") during the period from May 5, 1997 through November 1, 1999,

inclusive (the "Class Period"), except those persons or entities excluded from the definition of

the Class, and that a summary notice of the hearing substantially in the form approved by the

Court was published pursuant to the specifications of the Court, and that the only shareholders

requesting to be excluded from the Class are those on the list annexed hereto as Exhibit A; and

The Court having considered and determined the fairness and reasonableness of the

award of attorneys' fees and expenses requested;

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Court has jurisdiction over the subject matter of this Action, all Class

Members, and Defendants.

2. All capitalized terms used herein shall have the same meanings as in the

Settlement Stipulation.

3. The Settlement Stipulation is approved as fair, reasonable, and adequate, and the

Class Members and the parties are directed to consununate the Settlement Stipulation in

accordance with its terms.

4. This Action is hereby dismissed with prejudice and without costs.

5. The Class Members, on behalf of themselves, their heirs, executors,

-administrators, predecessors, successors, and assigns, hereby release and forever discharge

Deloitte & Touche USA LLP (formerly known as Deloitte & Touche LLP, Deloitte & Touche,

and Deloitte Haskins & Sells), Deloitte & Touche LLP (formerly known as D&T Partners LLP),

-2-

It1/4Nok

Deloifte Consulting Holding LLC, and Deloitte Consulting L.P., successor to Deloitte Consulting

LLC (formerly known as Deloitte & Touche Consulting Group LLC), and their past, present and

future parent companies, subsidiaries, divisions, related or affiliated entities, predecessors

(including without limitation Touche Ross & Co.) and successors, their respective present and

former directors, officers, partners (including Steven H. Bany), principals, members,

stockholders, owners, employees (including Karen Baker), agents, servants, subrogees, insurers

and attorneys, and their respective representatives, heirs, executors, spouses, personal

representatives, administrators, successors, transferees and assigns (the "Released Parties"), from

any and all claims (including Unknown Claims) against the Released Parties relating in any way

to the purchase or other acquisition of .TFF common stock during the Class Period, anything

alleged (or that could have been alleged) against the Released Parties in the Action, anything

relating in any way to the allegations of the Complaint, or any violation of law in connection

therewith (but excluding any claims to enforce the terms of the Settlement) (the "Settled

Claims").

6. The Class Members and their heirs, executors, administrators, predecessors,

successors and assigns, are hereby permanently barred and enjoined from instituting,

commencing, or prosecuting, either directly, indirectly, derivatively, or in any other capacity, the

Settled Claims against the Released Parties. The Settled Claims are hereby compromised,

settled, released, discharged, and dismissed on the merits and with prejudice.

7. Each of the Defendants, on behalf of themselves, their heirs, executors,

administrators, predecessors, successors, and assigns, hereby releases and forever discharges

each of the Class Members, the Class Representatives, and all of their past, present and future

parent companies, subsidiaries, divisions, related or affiliated entities, predecessors and

-3 -

• •

successors, their respective present and forrner directors, officers, partners, principals, members,

stockholders, owners, employees, agents, servants, subrogees, insurers and attorneys (including

Plaintiffs' Counsel), and their respective representatives, heirs, executors, spouses, personal

representatives, administrators, successors, transferees and assigns, from any and all claims,

rights or causes of action or liabilities whatsoever, whether known or unknown, that were or

could have been asserted by Defendants against such persons or entities in connection with,

arising out of, or relating in any way to the institution, prosecution, or settlement of the Action or

the Settled Claims (but excluding any claims to enforce the terms of the Settlement) (the "Settled

Defendants' Claims").

8. Defendants and their heirs, executors, administrators, predecessors, successors

and assigns, are hereby permanently barred and enjoined from instituting, co-mmencing or

prosecuting, either directly, indirectly, derivatively, or in any other capacity, the Settled

Defendants' Claims against the Class Members, the Class Representatives, and all of their past,

present and future parent companies, subsidiaries, divisions, related or affiliated entities,

predecessors and successors, their respective present and former directors, officers, partners,

principals, members, stockholders, owners, employees, agents, servants, subrogees, insurers and

attorneys (including Plaintiffs' counsel), and their respective representatives, heirs, executors,

spouses, personal representatives, administrators, successors, transferees and assigns. The

Settled Defendants' Claims are hereby compromised, settled, released, discharged and dismissed

on the merits and with prejudice.

9. Pursuant to the Private Securities Litigation Reform Act of 1995, the Court

hereby bars all claims for contribution arising out of the Action: (a) against Defendants; and

(b) by Defendants against any person or entity other than any person or entity whose liability to

-4-

vait

t

the Class Members has been extinguished pursuant to the Settlement Stipulation or this Final

Order and Judgnent.

10. Any fiiture verdict or judgment by Class Members (which is defined to include

members of the Class acting individually) against any other person or entity whose claims for

contribution are barred or otherwise rendered unenforceable pursuant to the Settlement

Stipulation or this Final Order and Judgment shall be reduced by the greater of: (a) $7,400,000;

or (b) any proportionate share of liability found to be borne by Defendants; provided, however,

that there shall be no such reduction in the amount of proceeds received by Class Members

pursuant to the settlement which has been reached between the Representative Plaintiffs, the

Class Members, and certain former employees, officers and/or directors ofJust For Feet, Inc.,

which settlement is described and defined as the "JFF Settlement" in the Notice of Class

Certification and Settlement of Class Action.

11. The Court finds that all parties and their counsel have complied with each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein.

12. Neither this Final Order and Judgment, the Settlement Stipulation, nor any of the

negotiations, documents or proceedings connected with them shall be:

(a) referred or used by anyone against Defendants or against the Class as

evidence of wrongdoing;

(b) construed against Defendants or the Class as an admission or concession

that the consideration to be given hereunder represents the amount that could have been

recovered after trial; or

-5-

'

(c) construed as, or received in evidence as, an admission, concession or

presumption against the Class or any of them that any of their claims were without merit or that

damages recoverable under the Complaint would not have exceeded the Settlement Fund.

13. The Plan of Allocation is approved as fair and reasonable, and Plaintiffs' Counsel

and the Claims Administrator are directed to administer the Settlement Stipulation in accordance

with its terms and provisions

14. Exclusive jurisdiction is hereby retained over the parties and the Class Members

for all matters relating to this action, including the administration, interpretation, effectuation or

-enforcement of the Settlement Stipulation and this Final Order and Judgment, and including any

application for fees and expenses incurred in connection with administering and distributing the

settlement proceeds to the members of the Class.

15. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Settlement Stipulation.

16. There is no just reason for delay in the entry of this Final Order and Judgment and

irmnediate entry by the Clerk of the Court is directed pursuant to Rule 54(b) of the Federal Rules

of Civil Procedure.

Dated: Birmingham, Alabama , 2002

UNITED STATES DISTRICT JUDGE

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