[PROPOSED] ORDER AWARDING LEAD COUNSEL'S ATTORNEYS' FEES AND EXPENSES AND LEAD PLAINTIFF'S EXPENSES

SUSAN ILLSTON, District Judge.

This matter having come before the Court on December 16, 2010, on the application of Lead Counsel and Lead Plaintiff for an award of attorneys' fees and expenses incurred in the above-captioned action, the Court, having considered all papers filed and proceedings conducted herein, having found the settlement of this action to be fair, reasonable, and adequate and otherwise being fully informed in the premises and good cause appearing therefore;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. All of the capitalized terms used herein shall have the same meanings as set forth in the Stipulation of Settlement dated as of August 30, 2010 (the "Stipulation"), and filed with the Court.

2. This Court has jurisdiction over the subject matter of this application and all matters relating thereto, including all Members of the Class who have not timely and validly requested exclusion.

3. The Court hereby awards Lead Counsel attorneys' fees of 24.5% of the Settlement Fund, plus expenses in the amount of $247,924.15 together with the interest earned thereon for the same time period and at the same rate as that earned on the Settlement Fund until paid. The Court finds that the amount of fees awarded is appropriate and that the amount of fees awarded is fair and reasonable under the "percentage-of-recovery" method given the substantial risks of non-recovery, the time and effort involved, and the result obtained for the Class. See Vizcaino v. Microsoft Corp., 290 F.3d 1043 (9th Cir. 2002).

4. The fees shall be allocated among counsel for the plaintiffs by Lead Counsel in a manner that reflects each such counsel's contribution to the institution, prosecution and resolution of the above-captioned action.

5. The awarded attorneys' fees and expenses and interest earned thereon shall immediately be paid to Lead Counsel subject to the terms, conditions and obligations of the Stipulation, and in particular ¶ 6.3 thereof which terms, conditions and obligations are incorporated herein.

6. Pursuant to 15 U.S.C. § 78u-4(a)(4), the Court awards Lead Plaintiff Locals 302 and 612 of the International Union of Operating Engineers-Employers Construction Industry Retirement Trust the sum of $1,416.00 for its time and expenses in representing the Class.

IT IS SO ORDERED.