[PROPOSED] ORDER APPROVING CY PRES AWARD AND DISTRIBUTION

MAXINE M. CHESNEY, District Judge.

WHEREAS, on November 17, 2000, Judge Charles A. Legge granted Final Settlement Approval of Certain Defendants in the above-captioned action ("Action"), and on June 28, 2002, this Court granted Final Approval of Partial Settlement of the Action, ending the litigation;

WHEREAS, upon completion of the processing of Proofs of Claim and pursuant to the Court's Orders Approving the Plan of Allocation of Settlement Proceeds dated April 27, 2001 and November 15, 2002, Berdon Claims Administration LLC ("Berdon") distributed the net Settlement Fund to Authorized Claimants ("Distribution");

WHEREAS, following the Distribution, there currently remains $3,523.13 in the Settlement Fund; and

WHEREAS, this Court retained jurisdiction of this Action for the purpose of considering any further application or matter which may arise in connection with the administration and execution of the Settlement, the processing of Proofs of Claim and the distribution of the Settlement Fund;

NOW, THEREFORE, upon the Declaration of Joseph J. Tabacco, Jr., Class Plaintiffs' Lead Counsel, and exhibits thereto, submitted on behalf of Class Plaintiffs, and the accompanying Motion in support thereof, and upon all prior proceedings herein and after due consideration, and no opposition to the Motion having been filed, it is hereby:

ORDERED that all Authorized Claimants whose Distribution checks are stale-dated will irrevocably forfeit any recovery from the Settlement, and the funds allocated to all such stale-dated checks will be available to be awarded to the cy pres candidates; and it is further

ORDERED that Berdon shall distribute the $3,523.13 residual equally to the American Antitrust Institute and Loyola University Chicago School of Law Institute for Consumer Antitrust Studies, 501(c)(3) charitable organizations recommended by Class Plaintiffs through their counsel; and it is further

ORDERED that all persons involved in the review, verification, calculation, tabulation, or any other aspect of the processing of the claims submitted herein, or otherwise involved in the administration or taxation of the Settlement Fund are released and discharged from any and all claims arising out of such involvement, and all Class Members, whether or not they are to receive payment from the Settlement Fund, are barred from making any further claim against the Settlement Fund or the released persons beyond the amount allocated to them pursuant to this Order; and it is further

ORDERED that this Court retain jurisdiction over any further application or matter which may arise in connection with this Action.

IT IS SO ORDERED.