UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

MASTER FILE NO,

In re REFCO, INC. SECURITIES 0 Civ. 8626 (GEL)

LITIGATION

STIPULATI ANll AGREEMENT OF SETLLEMENT

This stipulation and agreement of settlement is made and entered into by and

between Lead Plaintiffs RH Capital Associates LLC and Pacific Investment Management

Company LLC on behalf of themselves and the class of persons defined below (tile

"Class") and Defendant BAWAG P .S.K, Bank Mr Arbeit and Wirtschafl atn d

dsterreichische Postsparkasse Aktiengesellschaft ("E3AWAG") .

WHEREAS :

A. All capitalized words or terms not otherwise defined herein shall have the

meaning for those words or terms as set forth in the section below entitled "Definitions"

at T1 hereof.

B. Commencing in October 2005, multiple securities class action complaints

were filed against Refco, certain of Refco's former officers and directors, Refeo's

auditors, Refco's underwriters, and others .

C, By Order dated February 8, 2006, the Court consolidated the class actions

and appointed RH Capital Associates LLC and Pacific Investment Managemen t

12464113 .6

Company LLC as Lead Plaintiffs, and appointed the law firms of Bernstein Litowitz and

Grant & Eisenhofer to serve as Co-Lead Counsel ;

D. On or about March 30, 2006, Co-Lead Counsel commenced settlemen t

discussions with BAWAG's Counsel ;

E. On April 3, 2006, based in part on those settlement discussions, when

Lead Plaintiffs fi led in the Action the Complaint , they did not name BAWAG as a

defendant ;

F. On May 5, 2006, lead Plaintiffs filed in the Action the Amende d

Complaint, which, inter trlru, named BAWAG as a defendant, and asserted clai ms against

BAWAG pursuant to Section 15 of the Securities Act of 1933 and Sections 10 (b) and

20(a) of the Securities Exchange Act of 1934 ;

O. Co-Lead Counsel have conducted an investigation and analyzed the claims

and researched the applicable law with respect to the claims against BAWAG and its

potential defenses thereto ;

H. Co-Lead Counsel and BAWAG's Counsel have continued to engage in

arms' length negotiations to resolve the claims by Lead Plaintiffs and the Class against

BAWAG, and have now agreed to settle those claims on terms that include financial and

non-financial benefits to the Class, including the payment of at least S 108 million in cash

to the Class;

I . In order to facilitate BAWAG's ability to achieve a global resolution of its

potential liability relative to Refco in the Action and other cases and potential cases, Lead

Plaintiffs have agreed that to the extent they may obtain funds from the Global

Resolution Fund, which the USAO may establish to compensate, among others,

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victimized Refco investors, those funds will be credited as partial payment of BAWAG's

obligations under this agreement ;

J . in the course of these settlement discussions, BAWAG has made available

for review by Co-Lead Counsel certain documents pertinent to the Class's claims and

BAWAG's defenses to those claims, including all documents that BAWAG had provided

to the USAO and the Creditors Committee, and Co-Lead Counsel reviewed thos e

documents before Lead Plaintiffs agreed to this Settlement;

K. As part of these settlement discussions , BAWAG has briefed counsel for

Lead Plaintiffs and their consultants concerning the limited ability of BAWAG to pay

any judgment or settlement;

L. BAWAG acknowledges that the efforts of Lead Plaintiffs, including the

filing of the Amended Complaint and the presentation of certain facts and arguments

during the settlement discussions, contributed materially to BAWAG's agent to fund

the Global Resolution Fund and to pay the Settlement Amount set forth below in order t o

resolve the Action;

M. Based upon their independent investigation and the BAWAG documents

they have reviewed, Co-Lead Counse l and Lead Plaintiffs have concluded that the terms

and conditions of this Stipulation are fair, reasonable and adequate to Lead Plaintiffs an d

the Class, and in the Class's best interests, and have agreed to settle the claims raised i n

the Action with BAWAG pursuant to the terms and provisions of this Stipulation, after

considering (a) the substantial benefits that the Class will receive from the Settlement,

(b) the attendant risks of litigation, and (c) the desirability of permitting the Settlement to

be consummated as provided by the terms of this Stipulation ; and

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N. BAWAG continues to deny that it committed any acts or omissions giving

rise to any liability and/or violation of law, and is entering into this Settlement to avoi d

the burden and expense of further litigation ,

NOW THEREFORE, without any concession by Lead Plaintiffs that the Action

lacked merit, and without any concession by BAWAG of any liability or wrongdoing or

lack of merit in its defenses, it is hereby STIPULATED AND AGREED, by and among

the parties to this Stipulation, through their respective attorneys, subject to approval by

the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in consideration

of the benefits flowing to the parties hereto, that all Settled Claims as against BAWAG

shall be compromised, settled, released and dismissed with prejudice, and without costs,

upon and subject to the following terms and conditions :

1 . As used hereinafter in this Stipulation, the following terms shall have th e

following meanings :

a. "Action" means In re Refco, Inc. Securities Litigation , No. 05 Civ .

8626 (GEL) (S .D.N.Y.), pending in the United States District Court for the Southern

District of New York .

b. "Amended Complaint" shall mean the amended complaint filed by

Lead Plaintiffs in this Action on May 5, 2006.

C . "Approval Order" means any order of the United States

Bankruptcy Court for the Southern District of New York approving the separat e

settlement reached between BAWAG and the Creditors Comm ittee ;

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d. "Authorized Claimant" means a Class Member who submits a

timely and valid Proof of Claim to the Claims Administrator and does not opt out.

e. "BAWAG" m eans BAWAG P . S.K. Bank fdr Arbeit and

W irtschaf and Osterreichische Postsparkasse Aktiengesellschaft .

f. "BAWAG 's Counsel " means the law firm of Dechert LLP .

g "BAWAG Global Restitution Fund " means a fund to be created by

the USAO using the proceeds of a separate settlement between the USAO and BAWAG .

h. "BAWAG Settlement" or "Settlement" means the resolution of th e

Action as against BAWAG in accordance with the terms and provisions of this

Stipulation .

i . "Bernstein Litowitz" means the law firm of Bernstein Litowitz

Berger & Grossmann LLP, Co -Lead Counsel for Lead Plaintiffs and the Class .

j "Claims Administrator" means the firm to be retained by Lead

Counsel, subject to Court approval , which shall process Proofs of Claim and administer

the Settlement Amount to Authorized Claimants.

It . "Class" means all persons and entities who purchased or otherwise

acquired Refco Group Ltd ., LLCIRefco Finance Inc. 9% Senior Subordinated Notes due

2012 (CUSIP Nos . 75866RAA5 and/or 75866I-IAC1) and/or common stock of Refeo

(CUSIP No. 758660109) during the Class Period and who were damaged thereby .

Excluded from the Settlement Class are : (i) Refco; (ii) the Defendants, (iii) any person or

entity who was a partner, executive officer, director, controlling person, subsidiary, or

affiliate of Refco or any Defendant during the Class Period ; (iv) members of the

Defendants` immediate families; (v) entities in which Refco or any Defendant has a

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controlling interest; and (vi) the legal representatives, heirs, predecessors, successors or

assigns of any of the foregoing excluded persons or entities . Also excluded from the

Class is any person or entity who or which properly excludes himself, herself or itself by

filing a valid and timely request for exclusion in accordance with the requirements set

forth in the Notice .

I . "Class Distribution Order" means an order of the Court approving

the Claims Administrator's administrative determinations concerning the acceptance and

rejection of the claims submitted herein, and approving any fees and expenses not

previously applied for, including the fees and expenses of the Claims Administrator and,

if the Effective Date has occurred, directing payment of the Net Settlement Fund to

Authorized Claimants .

at "Class Member" means any person or entity who or which is a

member of the Class and not excluded therefrom .

n. "Class p"eriod" means the period from August 5, 2004 through an d

including October 17, 2005 .

o . "Co-Lead Counsel" means the law firms of Bernstein Litowitz an d

Grant & Eisenhofer.

p. "Complaint" shall mean the consolidated class action complaint

filed by lead Plaintiffs in this Action on April 3, 2€106.

q "Confidentiality Agreement" means the confidentiality agreement

entered into between BAWAG and Co-Lead Counsel for the Lead Plaintiffs, dated July 7,

2006 .

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r. "Contingent Payment" shall have the meaning set forth in 11 8

below.

S .

District of New York .

"Court" means the United States District Court for the Souther n

t . "Creditors Committee" means Refco's Official Committee of

Unsecured Creditors in the Refco Bankruptcy Proceeding .

u, "Defendants" means all defendants named in the Amended

Complaint and any future named defendants,

v. "Effective Date" means the date upon which the Judgment ha s

become Final .

W, "Escrow Account" means the, interest-bearing account maintaine d

by the Escrow Agent into which the Settlement Amount shall be deposited . Until the

Effective Date, the Escrow Account shall be controlled and maintained jointly by

Bernstein Litowitz and Grant & Eisenhofer, on behalf of Lead Plaintiffs and the Class ,

X, "Escrow Agent" means the financial institution selected by Co-

Lead Counsel to receive, hold, invest and disburse the Settlement Amount pursuant to the

terms of this Stipulation and the Escrow Agreement ,

y "Escrow Agreement" means the escrow agreement between

Bernstein Litowitz, Grant & Eisenhofer and the Escrow Agent with respect to the Escrow

Account,

z. "Final," with respect to the Judgment, means the later of; (i) if

there is an appeal from the Judgment (other than an appeal pertaining solely to the

Court's approval of a Plan of Allocation and/or the Court's award of attorneys' fees ,

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costs or expenses), the date of final affirmance on appeal and the expiration of the time

for any further judicial review whether by appeal, reconsideration or a petition for a writ

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

following review pursuant to the grant ; or (ii) the expiration of the time for the filing o r

noticing of any appeal from the Judgment, which shall be thirty (30) days after the

Judgment is entered in the Court's docket. Any appeal or proceeding seeking judicial

review pertaining solely to (i) Court approval of the Plan of Allocation of the Ne t

Settlement Fund ; and/or ( ii) the Court 's award of attorneys ' fees, costs or expenses, shall

not affect the time set forth above for the Judgment to become Final ,

aa. "Grant & Eisenbo.fer" means Grant & Eisenhofer P.A., Co-Lead I

Counsel for Lead Plaintiffs and the Class .

bb. "Judgment" means the proposed judgment to be entered approving

the BAWAG Settlement substantially in the form attached hereto as Exhibit B ,

cc . "Lead Plnintiffs" means RH Capital Associates LLC and Pacifi c

Investment Management Company LLC .

dd. "Net Settlement Fund" means the Settlement Fund less (i) Court

awarded attorneys' fees and expenses ; (ii) Notice and Administration Expenses ; (iii) any

required Taxes ; and (iv) any other fees or expenses approved by the Court .

ee . "Non-Contingent Payment" has the meaning set forth in 118 below .

f; "Notice" means the Notice of Pendency of Class Action, Hearing

on Proposed Settlement and Attorneys' Fee Petition and Right to Share in Net Settlement

Fund which is to be sent to members of the Class substantially in the form attached hereto

as Exhibit l to Exhibit A hereto .

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gg, "Notice and Administration Expenses" means all expenses

incurred in connection with the preparation and printing of the Notice ; providing notic e

to the Class by mail, publication and other means ; receiving and reviewing claims ;

applying the Plan of Allocation ; corresponding with Class Members; and the costs of the

Claims Administrator .

hh. "Notice and Preliminary Approval Order" means the proposed

order preliminarily approving the BAWAG Settlement, and directing notice to the Class

of the pendency of the Action and of the BAWAG Settlement, which shall b e

substantially in the form attached hereto as Exhibit A .

ii . "Ilan of Allocation" means the plan that Lead Plaintiffs will

submit to the Court at a later date and upon further notice to the Class that shall be

utilized for distribution of the Net Settlement Fund to Authorized Claimants in a manner

consistent with the terms of this Stipulation, and as approved by the Court ,

jj . "Proof of Claim" means the form substantially in the form to be

approved by the Court and disseminated to Class Members at a future date, Which Clas s

Members shall be required to complete and return to the Claims Administrator in order to

substantiate their entitlement to a share of the Net Settlement Fund .

kk. "Publication Notice" means the Sup mary Notice of Pendency o f

Class Action, Hearing on Proposed Settlement and Attorneys' Fee Petition and Right to

Share in Net Settlement Fund for publication substantially in the form attached a s

Exhibit 2 to Exhibit A hereto.

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H . "Refco" means Refco , Inc . and its predecessors and subsidiaries,

including , but not limited to, Refco Group Ltd ., LLC, New Refco Group Ltd,, LLC,

Refco Finance Holdings LLC, Refco Finance Inc., and Refco Capital Markets Ltd .

mm. "Refco Bankruptcy Proceeding" means the consolidated

bankruptcy proceedings relating to Refco , currently pending in the Bankruptcy Court for

the Southern District ofNew York .

an . "Released Parties" means the Settling Defendants and the Released

Plaintiff Parties collectively .

oo. "Released Plaintiff Parties" means the Lead Plaintiffs and their

attorneys, trustees, accountants, affiliates, subsidiaries, parents, predecessors, successors,

or related companies and any of their respective present or former officers, directors an d

employees .

pp. "Sale Price" means the Transaction Value as defined in a separate

Stipulation and Order of Settlement reached between BAWAG and the Creditors

Committee and approved by the Approval Order.

qq. "Safe Transaction" means the Sale Transaction as defined in a

separate Stipulation and Order of Settlement reached between BAWAG and the Creditor s

Committee and approved by the Approval Order ,

rr. "Settled Claims" means any and all claims, rights, demands,

obligations, controversies, debts, damages, losses, causes of action or liabilities of any

kind or nature whatsoever in law or in equity, including both known and Unknown

Claims, held by any Class Member at any point from the beginning of time to the date of

the execution of this Stipulation, including but not limited to those which (i) wer e

to

asserted in the Action by Class Members against any of the Settling Defendants ; or (ii)

could have been asserted in any forum by any of the Class Members against any of the

Settling Defendants, that arise out of or relate to the allegations of the Complaint and the

acquisition or disposition of Refco Group Ltd ., LLC/Refco Finance Inc . 9% Senior

Subordinated Notes due 2012 and/or common stock of Refco during the Class Period .

ss . "Settling Defendants" means BAWAG, its direct and indirect

subsidiaries, parents, affiliates, predecessors, and successors, set forth in the attache d

Schedule A, and their respective agents and attorneys, set forth in the attached Schedul e

B, and all post, present, and future othcers, directors and employees, except for the

individuals set forth in the attached Schedule C or any individuals who at any tim e

worked as an officer, director or employee of Refco, in their capacity as officer, directo r

or employee of Refco, excluding any individual who served as an officer, director, or

employee of BAWAG Overseas, Inc. or D>" Capital, Inc . prior to the merger with or sale

of these entities to Refco and who was not otherwise employed by Refco .

tt. "Settling Defendants' Claims" means any and all claims, rights ,

demands, obligations, controversies, debts, damages, losses, causes of action and

liabilities of any kind or nature whatsoever in law or in equity, including both known and

Unknown Claims, held at any point from the beginning of time to the date of the

execution of this Stipulation, which claims have been or could have been asserted by the

Settling Defendants against any of the Released Plaintiff Parties and which arise out of or

relate in any way to the institution or maintenance of the Action .

uu. "Settlement Amount" means the Non-Contingent Payment o f

$108,000,000 and the Contingent Payment of up to $32,000,000, as described more fully

in 1118- 10 below .

vv, "Settlement Fund" m zeans (i) the Non-Contingent Payment of

S108,000,000 in cash to be paid by or on behalf of BAWAG ; (ii) any amounts paid

pursuant to the Contingent Payment; and (iii) any interest earned on any monies held in

the Escrow Account.

ww, "Settlement Hearing" means the hearing to be held by the Court to

determine whether the proposed BAWAG Settlement is fair, reasonable and adequate and

should be approved .

xx. "Stipulation" means this Stipulation and Agreement of Settlement .

yy. "Taxes" means all taxes on the income of the Settlement Fund an d

expenses and costs incurred in connection with the taxation of the Settlement Fun d

( including, without limitation, expenses of tax attorneys and accountants).

xz. "Termination Notice" shall have the meaning set fort]; in 1137

below.

aaa, "USAD" means the United States Attorney for the Southern

District of New York.

bbb. "Unkirown Claims" means any and all Settled Claims which Lea d

Plaintiffs in the Action or any Class Member does not know to exist in his, her or its

favor at the time of the release of the Settling Defendants, and any Settling Defendants'

Claims which the Settling Defendants do not know to exist in its favor at the time of the

release of the Released Plaintiff Parties, which if known by them might have affecte d

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their decisions with respect to the Settlement. With respect to any and all Settled Claims

and Settling Defendants' Claims, the parties stipulate and agree that upon the Effective

Date, Lead Plaintiffs and the Settling Defendants shall expressly, and each Class Member

shall be deemed to have, and by operation of the Judgment shall have, expressly waived

any and all provisions, rights and benefits conferred by any law of any state or territory of

the United States, any law applicable in Austria or principle of common law, which is

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

A general release does not extend to claims which thecreditor does not know or suspect to exist in his or herfavor at the time of executing the release, which if knownby him or her must have materially affected his or hersettlement with the debtor .

Lead Plaintiffs and BAWAG acknowledge, and other Class Members by operation of la w

shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in th e

definition of Settled Claims and Settling Defendants' Claims was separately bargaine d

for and was a key element of this Settlement.

RE, LEI AS S

2. The obligations incurred pursuant to this Stipulation are in till and fina l

disposition of the Action with respect to the Settling Defendants and any and all Settle d

Claims.

3, As of the Effective Date, Lead plaintiff's and each Class Member on behal f

of themselves, and each of their respective predecessors, successors, parents, subsidiaries,

affiliates, heirs, executors, trustees, and administrators, by operation of the Judgment,

will release and forever discharge each and every Settled Claim, as against each and

every one of the Settling Defendants and shall forever be barred and enjoined from

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commencing, instituting or maintaimting any of the Settled Claims against any of the

Settling Defendants .

4 . As of the Effective Date, the Settling Defendants, on behalf of themselves

and each and every of the Settling Defendants, by operation of the Judgment, will release

and forever discharge each and every Settling Defendants' Claim, and shall forever be

barred and enjoined from commencing, instituting or maintaining any of the Settling

Defendants' Claims against any of the Released Plaintiff Parties .

5 . Notwithstanding any release or other language that may be contained i n

the Stipulation and Order of Settlement that may be entered by the Bankruptcy Court or

in any other document (incWding, but not limited to, any order issued by the Bankruptcy

Court for the Southern District of New York in connection with the separate settlement

reached between BAWAG and the Creditors Committee) which purports to release or

otherwise extinguish or limit any claims that Lead Plaintiffs and/or members of the Class

have asserted or could assert against BAWAG (collectively, the "Bankruptcy Releases"),

the Parties agree that as tong as the Settlement between Lead Plaintiffs and BAWAG is

approved by the Court, the Bankruptcy Releases shall be fully effective on their terms,

provided, however, the Bankruptcy Releases shall not release the claims of Lead

Plaintiffs and/or members of the Class in this Action, which claims will be released only

through this Settlement between Lead Plaintiffs and BAWAG . Further, notwithstanding

any language that may be contained in the Bankruptcy Releases ar other documents

referenced above, if this Settlement or any future settlement between the Parties is

approved by the Court, nothing shall preclude members of the Class from receiving

distributions from such Settlement or future settlement in this Action -and receivin g

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distributions from settlements reached between BAWAG and others in the Bankruptcy

Court, to the extent that those Class members have allowed claims as creditors or interest

holders in the Refoo Banlauptcy Proceeding, The Parties further agree that, in the event

that this Settlement is not approved by the Court, and the Parties subsequently enter into a

future settlement, any Future settlement will include the terns of this paragraph .

CLASS CERTIFICATION

6. Solely for purposes of this Settlement, BAWAG stipulates to (i)

certification of the Action as a class action, pursuant to Rules 23(a) and 23(b)(3) of the

Federal Rules of Civil Procedure ; (ii) the appointment of Lead Plaintiffs as j

representatives of the Class ; and (iii) the appointment of Co-Lead Counsel as Class

Counsel pursuant to Rule 23(g) of the Federal Rules of Civil Procedure . Lead Plaintiffs

will move for, and BAWAG shall not oppose, entry of the Notice and Preliminary

Approval Order, which will certify the Action to proceed as a class action solely for

purposes of the Settlement .

THE S TTLEI'IIENT CONSIDERATION

7 , in full settlement of the claims asserted in the Action against the Settling

Defendant and in consideration of the releases specified in 113-5, above, BAWAG shal l

provide Lead Plaintiffs with the monetary and non-monetary consideration described

below ,

Monetar r Consideration

8. BAWAG shall pay or cause to be paid to the members of the Class the

sum of $1 O8,000,000 'in cash (the "Non- Contingent Payment"), and in the event BAWA G

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is sold for a Sale Price exceeding €1 .8 billion ( euros) within two years after the Approval

Order is entered , BAWAG will pay to the members of the Class an additional cash sum

calculated as follows : 5% of the Sale Price of BAWAG above €1 . 8 billion ( euros), up to

a maxiinum additional payment to the Class not to exceed $32,000,000 (dollars) (the

"Contingent Payment ") . For currency conversion purposes , all amounts paid shall be

converted into U . S. dollars on the date such Contingent Payment is made .

9. The Settlement Amount shall be paid in accordance with the followin g

schedule :

a . BAWAG shall pay $25,000,000 of the Non-Contingent Payment

into the Escrow Account within thirty days after the Approval Order becomes a final

order that has not been stayed, vacated, reversed, or materially modified or amended, an d

as to which : (i) the time to seek review, reargument, or rehearing has expired, and as to

which no appeal or motion or petition for certiorari, review, or rehearing is pending, or

(ii) if a stay, appear review, reargtunent, rehearing, or certiorari has been sought, the

order or judgment has been affirmed, or the request for stay, review, reargument,

rehearing, or certiorari has been denied and the time to seek further stay, appeal, review,

reargument, rehearing, or certiorari has expired, as a result of which such order or

judgment has become final and non-appealable in accordance with applicable law ;

provided, however, that the possibility that a motion under Rule 6 0 of the Federal Rules

of Civil Procedure, or Rule 9024 of the Federal Rules of Bankruptcy Procedure, may be

but has not then been filed with respect to such order, shall not cause such order not to be

a final order.

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b. Within thirty days of the earlier of (a) the closing of the Sale

Transaction of BAWAG or (b) one year after the date the Approval Order is entered,

BAWAG shall pay $75, 000,000 of the Non-Contingent Payment into the Escro w

Account ;

c . Should 13AWAG be sold for a Sale Price exceeding €1 .8 billion

(euros) within two years after the Approval Order is entered, BAWAG shall, within thirty

days after the closing of the Sale Transaction of BAWAG, pay the Contingent Payment

into the Escrow Account;

d . Within ten days after entry of the Notice and Preliminary Approval

Order by the Court, BAWAG shall pay $8,000,000 of the Non-Contingent Payment into

the Escrow Account .

10 . Lead Plaintiffs agree that, in connection with each of the payments due

from BAWAG in accordance with 119(a)-(c) above, before demanding payment from

BAWAG they will use their reasonable best efforts both to (a) apply to the USAO, on

behalf ofthe Class, to receive that payment from the BAWAG Global Resolution Fund,

and (b) pursue receipt of such payment, and further, that they will credit the receipt of

any monies received from the BAWAG Global Resolution Fund to reduce, dollar for

dollar, the payment obligations of BAWAG pursuant to 19(a)-(c) in that order i_e.,

19(a) first, then 119(b), then ¶9(c)) . BAWAG agrees that it remains unconditionally

obligated to pay directly to the Class whatever amount is necessary to ensure that each of

the payments set forth in ¶ 9(a)-(c) above is fully paid should the USAO, for any reason

whatsoever, fail to pay, in whole or in part, the amounts required to be paid pursuant to

Jill 9(a)-(c) . BAWAG's obligation to pay the amounts set forth in ¶ 9(a)-(c) shall be

17

suspended while the USAO processes the aforementioned request (s), provided owever,

that if the USAO fails to make full payment within 180 days of a scheduled payment

date, interest shall accrue on such amounts that remain unpaid at the then-applicable 3-

nmonth LIBOR rate without compounding. If the USAO fails to make full payment of any

amount of the Non-Contingent Payment within 365 days of the scheduled payment date

in 119(b) or fu ll payment of the Contingent Payment within 365 days of the scheduled

payment date in 119(c), BAWAG shall, on or before the 366th day after the respective

scheduled payment dates , make such payments to the Escrow Account as are necessary

such that the Class receives fall payment of the scheduled payment, plus interest as set

forth herein . Nonetheless , if the USAO makes a payment to the Class out of the

BAWAG Global Resolution Fund after BAWAG has made a direct payment to the Class

pursuant 1 9(a), (b) or (c) above, the Class will transfer an amount equivalent to the

payment received from the USAO pursuant to that same subparagraph ( i .e .. ¶ 9(a), (b) or

(c)) to BAWAG within twenty days of receipt of such payment from the USAO. In no

event shall the funds received through the BAWAG Global Resolution Fund reduce the

payment obligation of BAWAG set forth in 11 9(d) above , even if that payment results in

total payments to the Class exceeding $108 million.

Non-Monetary Consid Lat3on

11 . Subject to Austrian bank secrecy laws and pursuant to the Confidentialit y

Agreement, BAWAG shall provide Co-Lead Counsel with access to such documents and

financial information that Lead Plaintiffs believe are reasonably necessary to confirm the

information provided during the course of settlement negotiations . Subject to the

provisions of the Austrian bank secrecy laws and pursuant to the Confidentialit y

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Agreement, I3AWAG agrees, that it shall, upon reasonable request, be under a continuing

obligation to provide Lead Plaintiffs with copies of all Refco-related documents provided

in the future to the USAO and/or the Creditors Committee .

12. BAWAG shall in good faith and subject to Austrian bank secrecy laws

provide reasonable cooperation to assist Lead Plaintiffs in their prosecution of claim s

against other defendants and/or prospective defendants in the Action . BAWAG's

cooperation shall include making reasonably available to Lead Plaintiff for interviews

and depositions (without the need for subpoenas) in Austria then-current BAWAG

employees familiar with the aforementioned documents and the matters alleged in the

Amended Complaint, proy;ded, however, that Lead Plaintiffs agree that the timing of

such interviews and/or depositions will be subject to coordination with the USAO and

Securities and Exchange Commission .

USE AND ADMI ISTR.ATION OF SETTLEMEN'T' TUN A

13. The Settlement Fund may be used : (i) to pay any Taxes ; (ii) to pay Notice

and Administration Expenses ; (iii) to pay any attorneys' fees and expenses awarded by

the Court ; (iv) to pay any other fees and expenses approved by the Court; and (v) to pay

claims of Authorized Claimants determined valid for payment ; provided, however, that

Co-Lead Counsel agree that funds used to pay any attorney's fee award shall not be

drawn from funds that are paid to the Settlement Fund through the BAWAG Global

Resolution Fund .

14. The Not Settlement Fund shall remain in the Escrow Account until the

Effective Date, whereafter the Net Settlement Fund shall be distributed to Authorized

Claimants as provided in ¶% 22-25 hereof . All funds held by the Escrow Agent shall be

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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 pursuant to this

Stipulation and/or fu rther order of the Court. The Escrow Agent shall invest any funds in

the Escrow Account in United States Treasury Bills or, if approved by each of the Co-

Lead Counsel and Lead Plaintiffs, in money market funds with one or more of the fifty

(50) largest banking institutions in the United States , and shall collect and reinvest all

interest accrued thereon . The Lead P laintiffs have structured the Escrow Account so that

will qualify as a "qualified settlement fund ," as that term is defined in Treas . Reg.

§ 1 .4 68B - 1, which has been promulgated under Section 468E of the Internal Revenue

Code of 1986, as amended) and the parties hereto accordingly agree to treat the

Settlement Fund as a Qualified Settlement Fund within the meaning of Treasury

Regulation 41 .458E-1 , and that Bernstein Litowitz and Grant & isenhofer, as

administrators of the Settlement Fund within the meaning of Treasury Regulation

§1,468B-2(k)(3), shall be responsible for timely filing tax returns and any relevant tax

filings and documentation relating thereto for the Settlement Fund and timely paying

from the Settlement Fund any Taxes owed with respect to the Settlement Fund .

BAWAGs Counsel as transferor agrees to provide promptly to Bernstein Litowitz the

required statement described in Treasury Regulation §1 .468B-3(e) ; provided, tha since

the Settling Defendants are not US persons and are not US taxpayers, the Settling

Defendants do not file US federal income tax returns and thus, the Settling Defendants

cannot file the required statement with their US tax return, as this regulation appears to

require .

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15, All Taxes shall be paid out of the Settlement Fund, and shall be timel y

paid by the Escrow Agent without prior Order of the Court . Any Tax returns prepared

for the Settlement Fund (as well as the election set forth therein ) shall be consistent with

the previous paragraph , and in all events shall reflect that all Taxes ( inc )uding any

interest or penalties) on the income earned by the Settlement Fund shall be paid out of the

Settlement Fund as provided herein. The Settlement Fund shall indemnify and hold the

Settling Defendants harmless for Taxes and related expenses (including without

limitation, taxes paya ble by reason of any such indemni fication), if any, payable by the

Settling Defendants by reason of the income earned on the Settlement Fund . The Settling

Defendants shall notify the Escrow Agent promptly if they receive any notice of any

claim for Taxes relating to the Settlement Fund .

€ 6 . Co-Lead Counsel may pay from the Settlement Amount all reasonable

costs and expenses associated with the administration of the Settlement, including,

without limitation, the actual costs of identifying and notifying Class Members and

printing and mailing the Notice and Proof of Claim, publication of the Publication

Notice, reimbursement to nominee owners for forwarding the Notice and Proof of Claim

to their beneficial owners, the administrative expenses incurred and fees charged by the

Claims Administrator in connection with mailing notices and processing the submitted

claims, and any other Notice and Administration Expenses . In the event that the

Settlement is terminated, as provided for herein, Notice and Administration Expenses

paid or accrued in connection with this paragraph shall not be returned to the persons

who paid the Settlement Amount up to a maximum amount of $300,000 .00 .

21

1 7. Co4Lead Counsel will apply to the Court for a Class Distribution Order ,

on notice to BAWAG's Counsel, approving the Claims Administrator's administrative

determinations concerning the acceptance and rejection of the claims submitted herein

and approving any fees and expenses not previously applied for, including the fees and

expenses of the Claims Administrator, and, if the Effective Date has occurred, directin g

the payment of the Net Settlement Fund to Authorized Claimants ,

1 8. This is not a claims-made settlement . As of the Effective Date, with the

exception of the Class 's obligation to return payments to BAWAG if payments are later

obtained from the BAWAG Global Resolution Fund (as set forth in paragraph 10 above) ,

and the terms of paragraph 40 below, neither the Settling Defendants nor any person

paying the Settlement Amount or any portion of the Settlement Amount on behalf of th e

Settling Defendants shall have any right to the return of the Settlement Fund or any

portion thereof irrespective of the number of Proofs of Claim filed, the collective amount

of losses of Authorized Claimants, the percentage of recovery of losses, or the amounts to

be paid to Authorized Claimants from the Net Settlement Fund . to the event that the

Settlement is terminated or fails to become effective for any reason prior to the Effective

Date, the Class shall return to BAWAG the $8 million Non-Contingent Payment paid in

accordance with paragraph 9(d) above, subject to the provisions of paragraph 40 .

19, The Claims Administrator will administer the Settlement under Co-Lea d

Counsel's supervision and subject to the jurisdiction of the Court. The Settling

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

have no liability to the Class in connection with such administration . Co-Lead Counsel

will cause the Claims Administrator to mail the Notice (and, at a later date, the Proof o f

22

Claim) to those members of the Class whose addresses may be identified through

reasonable effort . Co-Lead Counsel will publish the Publication Notice of the proposed

Settlement in the national edition of The Wall Slreei Journal within ten ( 1 9) days of the

mailing of the Notice, or in such other form or manner as may be ordered by the Court .

A 1(TORNEYS' FEES AND EXPENSE S

20, At any time prior to distribution to the Class , upon reasonable notice to

Class Members, Co-Lead Counsel, on behalf of all plaintiffs ' counsel in the Action, may

apply to the Court for an award from the Settlement Fund of attorneys' fees not to excee d

70/4 of the Non-Contingent Payment ; provided, however, that funds used to pay any '

attorneys' fee award shall not be drawn from funds that BAWAG may pay to th e

Settlement Fund through the BAWAG Global Resolution Fund . BAWAG will take no

position on any request for attorney's fees by Co-Lead Counsel other than to

affirmatively acknowledge that the efforts of Lead Plaintiffs and Co-Lead Counsel,

including the filing of the Amended Complaint and the presentation of certain facts and

arguments during the settlement discussions, contributed materially to BAWAG's

agreement to fund the BAWAG Global Resolution Fund and to pay the Settlement

Amount to the Class . Any attorneys' fees as are awarded by the Court shall be paid from

the Settlement Fund to Co-Lead Counsel within five (5) business days of the entry of the

Order awarding such attorneys' fees, notwithstanding the existence of any timely filed

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

or any part thereof, subject to The obligation of Co-Lead Counsel and each such plaintiffs'

counsel to refund to the Settlement Fund, within ten (10) days, the amount received by

each plus accrued interest at the rate paid on the Escrow Account by the financia l

23

institution holding it, if and when, as a result of any appeal and/or further proceeding on

remand, or successful collateral attack, the fee or cost award is reduced or reversed, if the

award order does not become final, if the Settlement itself is voided by any party as

provided herein, or if the Settlement is later reversed or modified by any court . Co-Lead

Counsel shall allocate the attorneys' fees among plaintiffs' counsel in a Manner in which

they in good faith believe reflects the contributions of such counsel to the prosecution and

settlement of the Action with the Settling Defendants . Co-Lead Counsel will indemnify

and hold the Settling Defendants harmless for any claims by any Class member regarding

attorneys' fees .

21 . Lead Plaintiffs and Co-Lead Counsel may not cancel or terminate the

Stipulation or the Settlement in accordance with' 37 or otherwise based on this Court's

or any appellate court's ruling solely with respect to any application for attorneys' fees

and expenses or other fee and expense award in the Action . The Settling Defendants

have no responsibility or liability for the allocation of attorneys' fees .

)D ISTRIBUTION TO AUTHORIZED CLAIMANTS

22. The Claims Administrator shall determine each Authorized Clai mant's pto

rata share of the Net Settlement Fund based upon each Authorized Claimant's

Recognized Loss as set forth in $ 23 below .

23. Tice distribution of the Net Settlement Fund to Class Members shall b e

subject to the Plan of Allocation, which Lead plaintiffs shall propose in their discretion,

at a later point and subject to further notice to Class Members . The Settling Defendants

will take no position with respect to such Plan of Allocation ; such Plan of Allocation is a

matter separate and apart from the proposed Settlement between Lead Plaintiffs and th e

24

Settling Defendants, and any decision by the Court concerning the Plan of Allocation

shall not affect the validity or finality of the proposed Settlement .

24. The Plain of Allocation is not a necessary term of this Stipulation and it i s

not a condition of this Stipulation that any particular plan of allocation be approved by

the Court . Lead Plaintiffs and Co-Lead Counsel may not cancel or terminate th e

Stipulation or the Settlement in accordance with I{ 37 or otherwise based on this Court's

or any appellate court's ruling solely with respect to the Plan of Allocation or any plan of

allocation in the Action. The Settling Defendants have no responsibility or liability fo r

allocation of the Net Settlement Fund .

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

Settlement Fund based on the Plan of Allocation . The Settling Defendants will have no

involvement or responsibility in reviewing or challenging claims .

ADMINISTRATION OF THE SETTLEMEN T

26. Any member of the Class who fails to timely submit a valid Proof o f

Claim will not be entitled to receive any of the proceeds from the Net Settlement Fund

but will otherwise be bound by all of the terms of this Stipulation and the Settlement,

including the terms of the Judgment to be entered in the Action and the releases provided

for herein, and will be barred from bringing any action against the Settling Defendants

conce rn ing the Settled Claims ,

27. Co-Lead Counsel shall be responsible for supervising the administration

of the Settlement and disbursement of the Net Settlement Fund. The Settling Defendants

shall have no liability, obligation or responsibility for the administration of th e

25

Settlement, the allocation of the Settlement proceeds or the reviewing or challenging o f

claims of members of the Class .

28, 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 shal l

apply ;

a . each Class Member shall be required to submit a Proof of Claim

signed under penalty of perjury, and supported by such documents as are designated

therein, including proof of the claimant's loss, or such other documents or proof as Lead

Counsel, in its discretion, may deem acceptable and subject to the approval of the Court ;

b . All Proofs of Claim must be submitted by the date specified

thereon 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 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 Stipulation and the Settlement, including the terms of the

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

barred from bringing any action against the Settling Defendants concerning the Settled

Claims. A Proof of Claim shall be deemed to have been submitted when posted, i f

received with a postmark indicated on the envelope and if mailed first-class postage

prepaid and addressed in accordance with the instructions thereon, provided that it i s

'. received before the motion for the Class Distribution Order is filed . In all other cases, the

Proof of Claim shall be deemed to have been submitted when actually received by th e

Claims Administrator ;

26

c . Each Proof of Claim shall be submitted to and reviewed by the

Claims Administrator, who shall determine in accordance with this Stipulation and under

the supervision of Co-Lead Counsel, the extent, if any, to which each claim shall be

allowed, subject to review by the Court pursuant to subparagraph (e) below ;

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 afford the claimant the opportunity to remedy

curable deficiencies in the Proof of Claim submitted . The Claims Administrator, under

supervision of Co-Lead 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 therefore, and shall indicate in such notice that the claimant whose claim is to

be rejected in whole or in part has the right to a review by the Court if such claimant so

desires and if such claimant complies with the requirements of subparagraph (e) below ;

e . If any claimant who is notified by the Claims Administrator that

the Claims Administrator intends to reject his, her or its claim in whole or in part desires

to contest such rejection, such claimant must, within twenty (20) days after 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 specifically

requesting a review thereof by the Court. If the dispute concerning the claim cannot be

otherwise resolved, Co-Lead Counsel shall thereafter present the request for review to the

Court; and

27

E The administrative determin ations of the Claims Administrator

accepting and rejecting claims shall be presented to the Court, on notice to BAWAG's

Counsel, for approval by the Court in the Class Distribution Order .

79. Each claimant shall be deemed to have submitted to the jurisdiction of the

Court with respect to the claimant's claim, 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 . In connection with the processing of

the Proofs of Claim, no discovery shall be allowed on the merits of the Action or of the

Settlement .

30. Payment pursuant to this 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 terms of this Stipulation and the Settlement,

including the teens of the Judgment to be entered in the Action and the releases provided

for herein, and will be barred from bringing any action against the Settling Defendant s

concerning the Settled Claims.

31 . All proceedings with respect to the administration, processing and

determination of claims described in this Stipulation and the determination of al l

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 .

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

the Claims Administrator only after the Effective Date and after all claims have bee n

28

processed and all claimants whose claims have been rejected or disallowed, in whole or

in part, have been notified and provided the opportunity to communicate with the Claims

Administrator concerning such rejection or disallowance ; provided, however, that a

distribution may occur pending any appellate court's ruling solely with respect to the

scope of the bar order provision of the Judgment, as set forth in 135 herein .

TERMS ©P TUE PIM, LAMINA.RY APPROVAL ORDER

33. Concurrently with their application for preliminary Court approval of th e

Settlement contemplated by this Stipulation, and promptly after execution of this

Stipulation, Co-Lead Counsel shall apply to the Court for entry of an Order Preliminarily

Approving Settlement of the Action, substantially in the form of the Preliminary

Approval Order annexed hereto as Exhibit A .

34. The Settlement is conditioned upon the Approval Order by the Bankruptcy

Court becoming a final order that has not been stayed, vacated, reversed, or materially

modified or amended, and as to which: (i) the time to seek review, reargument, or

rehearing has expired, and as to which no appeal or motion or petition for certiorari,

review, or rehearing is pending, or (ii) if a stay, appeal, review, reargument, rehearing, or

certiorari has been sought, the order or judgment has been affrmed, or the request for

stay, review, reargument, rehearing, or certiorari has been denied and the time to seek

further stay, appeal, review, reargu rent, rehearing, or certiorari has expired, as a result of

which such order or judgment has become final and non-appealable in accordance with

applicable law; provided, however, that the possibility that a motion under Rule 60 of the

Federal Rules of Civil Procedure, or Rule 9024 of the Federal Rules of Bankruptcy

Procedure, may be but has not then been filed with respect to such order, shall not caus e

29

such order not to be a final order. Should this condition not be met, the Settlement shal l

be null and void .

TERMSOJ' .TRE JUDGMENT

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

Court, Co-Lead Counsel and BAWAG's Counsel shall jointly request that the Court enter

a Judgment substantially in the form annexed hereto as Exhibit B . The Judgment shall

contain a provision barring claims for contribution to the fullest extent permitted by 15

U .S .C . §78u-4(t)(7) and any other applicable law or regulation, by or against the Settling

Defendants, Nothing herein is intended to broaden the language of the Private Securitie s

Litigation Reform Act of 1995 .

35.5 The Judgment shall also contain a provision barring claims for

contribution or indemnity (or any other claim against the Settling Defendants where the

injury to the Non-Settling Defendant is the Non-Settling Defendant's actual or threatened

liability to the Lead Plaintiffs and other Class Members), arising out of or related to the

claims or allegations asserted by Lead Plaintiffs in the Action, whether such claims arise

under state , federal or foreign law as claims, cross-claims, counterclaims , or third-party

claims, whether asserted in the Action, in this Court, in any federal or state court, or in

any other court, arbitration proceeding , administrative agency or other forum in the

United States or elsewhere . In any lawsuit brought by a putative member of the Class in

the Action who has properly opted out of the Settlement (an "Opt Out Action"), BAWAG

will not contend that the bar orders provided in the Stipulation and Judgment shall bar a

claim over in the Opt Out Action by a Non-Settling Defendant . The foregoing sentence

pertains solely to the bar orders in the Stipulation and Judgment and has no effec t

30

whatsoever on any release or bar order in any other proceeding or settlement agreement

or on any other defense or claim of the Settling Defendants .

35.6 The Judgment shall also contain a provision stating that any final verdic t

or judgment that may be obtained by or on behalf of the Class or a Class Member against

a Non-Settling Defendant or Non-Settling Defendants shall be reduced by the greater

of (i) an amount that corresponds to the percentage of responsibility of the Settling

Defendants for common damages ; or (ii) the amount paid by or on behalf of the Settling

Defendants to the Class for common damages .

36 . The Settlement is conditioned upon final court approval, dismissal of the

Action as to BAWAG with prejudice, and the Judgment becoming Final . Should those

conditions not be met, the Settlement shall be null and void .

T; I MINATION

37. BAWAG and Lead Plaintiffs shall have the right to terminate the

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

("Termination Notice") to all -other parties hereto within thirty (30) days of . (a) the

Court's declining to enter the Preliminary Approval Order in any material respect, (b) the

Court's refusal to approve this Stipulation or any material part of it ; (c) the Court's

declining to enter the Judgment in any material respect ; (d) the date upon which the

Judgment is modified or reversed in any material respect by the United States Court of

Appeals or the Supreme Court of the United States ; or (e) in the event that the Court

enters a judgment in a form other than the Judgment ("Alternative Judgment") and none

of the parties hereto elects to terminate this Settlement, the date upon which such

Alternative Judgment is modified or reversed in any material respect by the United State s

31

Court of Appeals or the Supreme Court of the United States . The award of attorneys'

fees, if any, to Co-Lead Counsel is not a basis for termination of this Settlement

Agreement .

38 . BAWAG, at its discretion, has the option to withdraw from the Settlement

if (i) holders of 5% (five percent) of the shares eligible to participate in the Settlement opt

out, and/or (ii) holders of 5% (five percent) of the notes eligible to participate in the

Settlement opt out. Co-Lead Counsel shall have the right to communicate with the

holders of such shares and/or notes and, if a sufficient number of them withdraw their

requests for exclusion such that the total number of shares and/or notes eligible to

participate in the Settlement represented by the remaining "opt ovuts' represents less than

5% of the total number of shares and/or notes eligible to participate in the Settlement,

BAWAG's notice of termination shall be deemed withdrawn. BAWAG must exercise its

option to terminate in writing to Co-Lead Counsel within ten business days after

receiving notice that the last opt out is filed that would exceed the 5% threshold for either

stock or notes, or the option is -waived,

39. Except as otherwise provided herein, in the event the Settlement i s

terminated or fails to become effective for any reason, then the Settlement shall be

without prejudice and none of its terms shall be effective or enforceable except as

specifically provided herein, the parties to this Stipulation shall be deemed to have

reverted to their respective status in the Action as of May 31, 2006 and, except as

otherwise expressly provided, the parties in the Action shall proceed in all respects as if

this Stipulation and any related orders had not been entered . In such event, the fact and

terms of this Stipulation shall not be admissible in any trial of this Action ,

32

40. if the Settlement Amount, or any portion thereof, is to be returne d

pursuant to the provisions of this Stipulation, any portion of the Settlement Amount

previously paid by or on behalf of the Settling Defendants, plus interest earned less any

Taxes paid or due (in which case the deducted funds will be used to pay such Taxes) with

respect to such interest income, and less any Notice and Administration Costs actually

paid or incurred up to $300,000, shall be returned to the source of such payments (i .e .,

BAWAG or the BAWAG Global Resolution Fund) .

NO ADMISSION OF W1 ONGDOING

41 . This Stipulation, whether or not consummated, and any negotiations,

proceedings or agreements relating to the Stipulation, the Settlement, and any matter s

arising in connection with settlement negotiations , proceedings , or agreements:

a . shall not be admissible in any action or proceeding for any reason ,

otter than an action to enforce the terms hereof;

b. shall not be described as, construed as, offered or received agains t

the Settling Defendants as evidence of and/or deemed to be evidence of any presumption,

concession, or admission by the Settling Defendants of the truth of any fact alleged by

Lead Plaintiffs; the validity of any claim that has been or could have been asserted in the

Action or in any litigation, the deficiency of any defense that has been or could have been

asserted in the Action or in any litigation ; or any liability, negligence, fault, or

wrongdoing of the Settling Defendants ;

c, shall not be described as, construed as, offered or received agains t

Lead Plaintiffs or any Class Members as evidence of any infirmity in the claims of sai d

33

Lead Plaintiffs and the Class or that damages recoverable wider the Amended Complaint

would not have exceeded the Settlement Amount ;

d. shall not be described as, construed as, offered or received against

any of the parties to this Stipulation, in any other civil, criminal or administrative action

or proceeding, provided, however, that (i) if it is necessary to refer to this Stipulation to

effectuate the provisions of this Stipulation, it may be referred to in such proceedings,

and (ii) if this Stipulation is approved by the Court, the Settling Defendants may refer to

it to effectuate the liability protection granted them hereunder ; an d

e. shall not be described as or construed against the Settling

Defendants or the Lead Plaintiffs and any Class Members as an admission or concession

that the consideration to be given hereunder represents the amount which could be or

would have been awarded to said Lead Plaintiffs or Class Members after trial ,

NISCE LLAN1 OU PROVCSION S

42. Al! of the exhibits attached hereto are hereby incorporated by reference a s

though fully set forth herein .

43. BAWAG warrants as to itself that, as to the payments made by or on

behalf of it, at the time of such payment that BAWAG made or caused to be made

pursuant to 11118-10 above, it was not insolvent nor did nor will the payment required to

be made by or on behalf of it render BAWAG insolvent within the meaning of and/or for

the purposes of the United States Bankruptcy Code, including §§§ 101 and 547 thereof.

This warranty is made by BAWAG and not by BAWAG's Counsel ,

44 . Ifa case is commenced in respect of SAWAG (or any insurer contributing

funds to the Settlement Amount on behalf of BAWAG) under Title 11 of the Unite d

34

States Code (Bankruptcy), or a trustee, receiver or conservator is appointed under any

similar law, and in the event of the entry of a final order of a court of competent

jurisdiction determining the transfer of money to the Settlement Fund or any portion

thereof by or on behalf of BAWAG to be a preference , voidable transfer, fraudulent

transferor similar transaction , and any portion thereof is required to be returned , and such

amount is not promptly deposited to the Settlement Fund by others, then , at the election

of Lead Plaintiffs, the parties shat l jointly move the Court to vacate and set aside the

releases given and the Judgment entered in favor of the Settling Defendants pursuant to

this Stipulation, which releases and Judgment shall be null and void , and the parties shall

be restored to their respective positions in the litigation as of May 3 1 , 2006, and any cash

amounts in the Settlement Fund shall be returned as provided above .

45. The parties to this Stipulation and Agreement of Settlement intend th e

Settlement of the Action to be a final and complete resolution of all disputes asserted or

which could be asserted by Lead Plaintiffs and Class Members against the Settling

Defendants with respect to the Settled Claims . Accordingly, Lead Plaintiffs and the

Settling Defendants agree not to assert in any forum that the Action was brought or

defended in bad faith or without a reasonable basis . The parties hereto shall assert no

claims of any violation of Rule 1 I of the Federal Rules of Civil Procedure relating to the

maintenance, defense or settlement of the Action . The parties agree that the amount paid

and the other terns of the Settlement were negotiated at arm's length in good faith by the

parties, and reflect a settlement that was reached voluntarily after consultation with

experienced legal counsel .

35

46. This Stipulation may not be modified or amended, nor may any of its

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

in-interest .

47. The headings herein are used for the purpose of convenience only and are

not meant to have legal effect.

48 . The administration and consummation of the Settlement as embodied in

this Stipulation 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 Co-Lead Counsel and enforcing the terms of this Stipulation .

49 . The waiver by one party of any breach of this Stipulation by any other

party shall not be deemed a waiver of any other prior or subsequent breach of this

Stipulation.

5U. This Stipulation and its exhibits constitute the entire agreement among the

parties hereto concerning the Settlement of the Action as against the Settling Defendants,

and no representations, warranties, or inducements have been made by any party hereto

concerning this Stipulation and its exhibits other than those contained and memorialized

in such documents.

51 . This 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 provided that counsel for the parties to this Stipulation shall exchange among

themselves original signed counterparts .

52 . This Stipulation shall be binding when signed, but the Settlement shall be

effective only on the condition that the Effective Date occurs .

36

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

successors and assigns of the parties hereto .

54. The construction, interpretation, operation, effect and validity of thi s

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

laws of the State of New York without regard to conflicts of laws, except to the extent

that federal law requires that federal law govern .

55. This 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 among the parties, and all part ies have contributed substantially and

materially to the preparation of this Stipulation .

56. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and 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 Stipulation to effectuate its terms:

57 . Co-Lead Counsel and BAWAG' s Counsel agree to cooperate fully wit h

one another in seeking Court approval of the Preliminary Approval Order, the Stipulation

and the Settlement, and to promptly agree upon and execute all such otbor documentation

as reasonably may be required to obtain final approval by the Court of the Settlement .

37

IN WXX'N`ESS WLMREOF, Lead Plaintiffs and BAWAG have caused this

5tiprila d on to be cecutcd by their duty authorized attorneys, as of February / 2OQ7 .

GRANT & EISENHOI ER P .A. DEC}IERT LLP

By By

Counsel for &A WAO P.S K, Bank fib'Arbeit and Wirtscliafi andOwerrsichtsche PosisparkasseAktiengescllsclzafl

B RNSTEIN LI' OWXTZ MG FR& GROSSMANN LLP

Co Lead Counsel for Lead PZatwiffs and the Class

38

IN WITNESS VVREREOF, Lead Plaintiffs and BAWAG have caused this

Stipulation to be executed, by their duly authorized attorneys, as of February , 2 007 .

GRANT & BISENHOFER P.A . DECR1 RT LLP

By By

-and- Counselfar BAWAG P.S.I. BaJkfitrArbelt zcnd Wrr tschaft andOsterreicht3che Postspar•kasse#kttengesellschaf

BERNSTEIN LITOWITZ BERGER.& GROSSMANN LLP

By

Co-Lead Counsel for Lead Plaint fs and the Glass

38

Schedule A

AVB Affiliate s"Ingebe" Industrie - u. Gewerbe -Beteiligungsgesellschaft m.b.H.Austinvest AnstaltAI-ALTERNATIVE INVESTMENTS LTD .Alinea PrivatstiftungAlinea Holding GmbHALPHARENT s .r.o .Athena Wien Beteiligungen AGAUST-INGEBE Beteiligungsverwaltung GmbH .AUSTFINANZVERWALTUNG S .A.AUSTOST ANSTALTAUSTOST HANDELS UND TREUHAND LIMITE DAUSTOST HANDELS- UND TREUHANDGESELLSCHAFT M .B .H .B.I .S. BAWAG Internet Services GmbHB.L.H. BAWAG Leasing Holding GmbHBAWAG Allianz Mitarbeitervorsorgekasse AGBAWAG Bank CZ as .BAWAG banka d .d .BAWAG Beteiligungsmanagement GmbHBAWAG CAPITAL FINANCE (JERSEY) II LIMITEDBAWAG CAPITAL FINANCE (JERSEY) III LIMITEDBAWAG CAPITAL FINANCE (JERSEY) LIMITEDBAWAG FINANCE HOLDING LIMITE DBAWAG Finance Malta Ltd .BAWAG Finanzanalyse GmbHBAWAG INTERNATIONAL FINANCE LIMITEDBAWAG Invest Consult Gmb HBAWAG Leasing & Fleet KitBAWAG Leasing & fleet s .r .o .BAWAG Leasing & Fleet Sp . z o.o .BAWAG Leasing Rt .BAWAG Malta Bank Limite dBAWAG P.S.K. Datendienst Gesellsehaft m .b.H .BAWAG P.S .K. Fuhrparkleasing GmbHBAWAG P.S.K. IMMOBILIEN AGBAWAG P.S .K. IMMOBILIENLEASING GmbHBAWAG P.S .K. Kommerzleasing GmbHBAWAG P.S .K. LEASING Gmb HBAWAG P.S.K. LEASING GmbH & Co . Hochholzerhof Errichtungs- and Vermietungs-KG.BAWAG P.S.K. LEASING GmbH & Co . MOBILIENLEASING KG .BAWAG P.S.K. MOBILIENLEASING GmbHBAWAG P.S.K. Vermietungs- and Leasing GmbHBAWAG Wohnbaubank AktiengesellschaftBAWAG Wohnbauholding GmbH

BETARENT s .r .o .bezahlen.at Internet-Service GmbHBodensee LimitedBPI Holding Gmb HBPI Holding GmbH & Co KEG,BPI Holding GmbH & Co. Betriebsanlagenverwaltungs KG.BPI Holding GmbH & Co. Immobilien and Anlagen KG .BSH BAWAG Strategic Holding GmbHCe1esteTrust reg.C. & P. Leasing-Gesellsehaft m .b.H .Cafe Bawag Betriebsgesellschaft m .b.H .CARNI lndustrie-Immobiliengesellschaft m .b.H.Cromer Capital Management Ltd .CROMER FINANCE LTD .Cromer International Limite dE-C-B Beteiligungsgesellschaft m .b .H.easybank AGEinlagensicherung der Banken and Bankiers Gesellsehaft m .b.H .EURO RAIL INVEST LIMITEDFC Leasing GmbHFCH alpha Finanzierungsvermittlung GmbHFCH beta Finanzierungsvermittlung GmbHFFE Finanzierungsvermittlungsgesellschaft m.b.H. in Liqu .FinHaus s .r.o .Gara Feuerwehrzentralen Leasing Gesellschaft m .b.H .Gara Holding GmbHGara RPK Grundstucksverwaltungsgesellschaft m .b.H .Genossenschaftsktiche der bei der Osterreichischen Postsparkasse tatigen Bediensteten,registrierte Genossenschaft mit beschrankter Haftung in Liqu.Hafner See-Liegenschaftsverwaltungsgesellschaft m .b.H .HBV Holding and Beteiligungsverwaltung GmbHHFE alpha Handels-GmbH1DG Immobilien Development Gesellschaft m.b.H .IDG Immobilien Development Gesellschaft m.b.H, & Co KGIngebe beta Immobilienholding GmbHIngebe COR Finanzierungsberatung GmbH in Liqu .ingebe lmmobilienhandels- and Vermittlungs-GmbH .Ingebe Medien Holding Gmb HISTRO - RECOVERY, s .r.o .ISTRO ASSET MANAGEMENT, spray . spol., a.s .Istrobanka a .s.ISTROFINANCE, s .r.o .ISTROLEASING, s .r .o .ISTRORENT, s .r .o .Kinomax spolka z . ograniczona odpowiedzialnosciaKLB Baulandentwicklung GmbH

Kommunalleasing GmbHKongrel3hotel Linz Betriebsgesellschaft m .b .H .Kongrel3hotel Linz Errichtungsgesellschaft m .b.H.L. Bosendorfer Kiavierfabrik GmbHM. Sittikus Sir . 10 Errichtungs GmbH.MAP Handels GmbHMARVE Immobilienentwicklungsgesellschaft m .b.H .MFT + RA, s .r .o.Monte Brook Corporate Assets Ltd .Obernosterer - Beteiligungsgesellschaft m .b.H .OMNITEC Informationstechnologie-Systemservice GmbHP,S.K. Beteiligungsverwaltung GmbHP.S.K. Handel and Vermietung GmbH.P.S.K. IMMOBILIENLEASING GmbHP .S.K. Liegenschaften Vermietungs- and Verwaltungsgesellschaft m .b.H .P.S .K. Versicherungs- and Finanzservice GmbHP.S.K. Zahlungsverkehrsabwicklungs GmbHP.S .K.Versicherung AGPLATO Grundstiicksverwertung GmbHPluto Beteiligungsverwaltung GmbHPOLESTAR LIMITE DPT Immobilienleasing GmbHPULAWSKA Planungs- and Errichtungsges .m.b.H .R & B Leasinggesellschaft m .b.H.RAIL TRANS INVEST LIMITEDRealplan Beta Liegenschaftsverwaltung Gesellschaft m.b.H .RF 1 7 BAWAG Immobilienleasing Gmb HRF 2 BPI Holding GmbH & Co . KG.RF 4 BAWAG P.S .K. LEASING GmbH & Co . OHG.RF BAWAG Leasing Gesellschaft m .b.H .RF elf Realitatenverwertungsgesellschaft m .b.H.RF fiinfzehn BAWAG Mobilien-Leasing Gesellschaft m.b.H .RF neun BAWAG P .S.K. LEASING GmbH & Co . KG.RF sechs BAWAG P.S.K. LEASING GmbH & Co. KG .RF zehn BPI Holding GmbH & Co KG .RE zw61f BAWAG Leasing Gesellschaft m.b.H.Rhein Limite dRVG Immobilienholding GmbHRVG, Realitatenverwertungsgesellschaft m .b.H .SPARDA Bank AktiengesellschaftSTART lmmobilienleasing GmbHStiefelkonig d.o .o .Stiefelk©nig Schuhhandels Gesellschaft m .b.H.Stiefelkonig spot, s .r .o .Stie£elkonig trgovinas cevlji d .o .o .STK Beteiligung GmbH

TADEMA Leasing and Beteiligung Gesellschaft m .b.H .UHW Finanzierungsdienstleistungen beta Gmb Hi.mi venture Beteiligungs AGOKK Holding Gesellschaft m.b.H .Osterreichische V erkehrskreditbank AGBond Classic Ltd.CAP Holding AGCDC City Investments Ltd .Conservative Properties Ltd.First Investors Assets Ltd .Moore Classic Ltd. Var Portfolio Ltd.

OGB entitie sOsterreichischer GewerkschaftsbundOGB Vermogensverwaltungsgesellschal"t m .b.H .OGB Beteiligungsgesellschaft m.b.HAnteilsverwaltung BAWAG P .S .K. AGOsterreichische Gewerkschaftliche Solidariti t Privatstiftung

Current Supervisory Boardfamily name first nameMuhm WernerSellitsch Siegfrie dStein DworaHochleitner AlbertKothbauer MaxKovarik GeorgSchenz Richard

Zraunig GabrielaFraif3l MonikaGostel ManuelaJakubovits BrigitteLeeb RudolfProll BeatrixStreibel-Zarfl Ingrid

Schedule B

Schedule B includes the following, their predecessors, successors, and all employees, partners,members, shareholders, agents, and representatives thereo f

KPMG Wirtschaftsprufungs- and Steuerberatungs GmbHDeloitte Wir'tschaftsprufungs GmbHExinger GmbHDeloitte FSI Consulting GmbH

Schedule B also includes the following, their predecessors, successors, affiliates, parents, andsubsidiaries, and all employees, partners, members, shareholders, agents, and representativesthereof:

Fellner Wratzfeld & Partner Rechtsanwalte Gmb HDr. Harry Neubauer and Dr . Christa Springer, RechtsanwalteMcDermott Will & EmeryDechert LLPJaksch, Schoeller & RielSchoenherr RechtsanwAlte GmbHAllen & Overy LLP

Schedule C

Helmut ElsnerJohann ZwettlerHubert KreuchJosef SchwarzeckerChristian ButtnerPeter Nakowitz

EXHIBIT A

IN THE UNITED STATES DISTRICT COURTFOR THE SOUTHERN DISTRICT OF NEW YORK--------------------------------------------------------------

In re REFCO, INC. SECURITIES LITIGATION

-------------------- ------------------------------------ ___-- x

05 Civ . 8626 (GEL )

ORDER PRELIMINARILY APPROVINGPROPOSED SETTLEMENT WITH DEFENDANT BAWAG

WHEREAS, by Order dated February 8, 2006, Pacific Investment Management

Company LLC and RH Capital Associates LLC were appointed by this Court to serve as Lea d

Plaintiffs on behalf of the Class in In re Rfco, Inc. Securities Litigation, No, 05 Civ. 8626-

(GEL) (S .D.N.Y.) (the "Action");

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

Rules of Civil Procedure, for an order preliminarily approving the partial settlement

("Settlement") of the Action in accordance with the Stipulation and Agreement of Settlement

dated February 13, 2007 between Lead Plaintiffs and defendant BAWAG P .S.K. Bank fiir Arbeit

and Wirtschaft and 0sterreichische Postsparkasse Aktiengesellschaft ("BAWAG") (the

"Stipulation"), which sets forth the terms and conditions for a proposed Settlement and for the

release of certain claims and the dismissal of the Action against BAWAG with prejudice upon

the terms and conditions set forth therein ;

WHEREAS, the Court has not certified the Action as a class action, but is being asked to

preliminarily certify a Settlement Class, for purposes of this Settlement only, consisting of all

persons and entities that purchased or otherwise acquired Refco Group Ltd ., LLC/ Refco Finance

Inc. 9% Senior Subordinated Notes due 2012 (CUSIP Nos . 75866HAA5 and/or 75866I-IACI)

and/or common stock of Refco (CUSIP No, 758660109) during the period August 5, 2004

through and including October 17, 2005 (the "Class Period") and who were damaged thereby ;

WHEREAS, Lead Plaintiffs' proposed definition of the Settlement Class excludes (i)

Refco ; (ii) the Defendants ; (iii) any person or entity who was a partner, executive officer,

director, controlling person, subsidiary, or affiliate of Refco or any Defendant during the Class

Period; (iv) me€nbers of the Defendants' immediate families ; (v) entities in which Refco or any

Defendant has a controlling interest ; and (vi) the legal representatives, heirs, predecessors,

successors or assigns of any of the foregoing excluded persons or entities . Also excluded from

the Class is any person or entity who or which properly excludes himself, herself or itself by

filing a valid and timely request for exclusion in accordance with the requirements set forth in

the Notice .

WHEREAS, the Court having (1) read and considered the First Amended Consolidated

Class Action Complaint, filed in this Action on May 5, 2006; (2) read and considered Lead

Plaintiffs' Notice of Motion for (I) Preliminary Approval of Partial Settlement With Defendant

BAWAG, (11) Preliminary Certification of Class for Purposes of Settlement (Ill) Preliminary

Approval of Form and Manner of Notice, and (IV) Scheduling of a Final Approval Hearing,

together with the accompanying Memorandum of Law ; (3) read and considered the Stipulation

between counsel for BAWAG and counsel for Lead Plaintiffs ; and (4) heard and considered

arguments by counsel for Lead Plaintiffs and BAWAG in favor of preliminary approval of the

Settlement and preliminary certification of the Settlement Class for purposes of the Settlement ;

WHEREAS, the Court finds, upon a preliminary evaluation, that the proposed Settlement

falls within the range of possible approval criteria, as it provides a beneficial result for the

Settlement Class and appears to be the product of good faith, informed and non-collusive

negotiations between experienced and able counsel for the settling parties ;

WHEREAS, the Court also finds, upon a preliminary evaluation, that the Settlement

Class should be apprised of the Settlement, allowed to file objections thereto and to appear at the

Settlement Hearing, or alternatively, be afforded a reasonable opportunity to opt out of the

Action;

WHEREAS, the Court finds, upon a preliminary evaluation, that the Notice and the

Publication Notice attached hereto as Exhibits I and 2, respectively, and the methodology

described in Paragraph 6 of this Order for the publication and dissemination of such Notice and

Publication Notice : (i) are the best practicable notice ; (ii) are reasonably calculated, tinder the

circumstances, to apprise Class Members of the pendency of the Action and of their right to

object or exclude themselves from the proposed Settlement and to object to Co-Lead Counsel's

application for attorneys' fees; (iii) are reasonable and constitute due, adequate and sufficient

notice to all persons and entities entitled to receive notice ; and (iv) meet all applicable

requirements of the Federal Rules' of Civil Procedures, the United States Constitution (including,

the Due Process Clause), the Private Securities Litigation Reform Act of 1995 (15 U .S .C. 78u-4,

et seq .), the Rules of the Court and any other applicable law ; and

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

the same meanings set forth in the Stipulation .

NOW THEREFORE, IT IS HEREBY ORDERED :

1 . Class Findings - For purposes of the Settlement of this Action as against BAWAG (and

only for such purposes, and without an adjudication of the merits), the Court preliminarily finds that the

requirements of the Federal Rules of Civil Procedure, the United States Constitution, the Rules of the

Court and any other applicable law have been met as to the Settlement Class described in the paragraph s

above in that :

a. The identities of the Settlement Class members are likely to beascertainable from records kept by Refco and/or its agents, and from otherobjective criteria, and the Settlement Class members are so numerous thattheir joinder before the Court would be impracticable.

b. Lead Plaintiffs have alleged numerous questions of fact and law commonto the Settlement Class.

c . Based on allegations in the Action that BAWAG engaged in misconductuniformly affecting members of the proposed Settlement Class, the Courtpreliminarily finds that the claims of the Lead Plaintiffs in the Action aretypical of the claims of the proposed Settlement Class,

id. The Court finds that Lead Plaintiffs will fairly and adequately protect th e

interest of the proposed Class in that (i) the interests of Lead Plaintiffs andthe nature of their alleged claims are consistent with those of the membersof the Settlement Class, (ii) there appear to be no conflicts between oramong the Lead Plaintiffs and the Settlement Class, (ii) Lead Plaintiffshave been and appear to be capable of continuing to be active participantsin both the prosecution and the settlement of the Action, and ((v) LeadPlaintiffs and the Settlement Class members are represented by qualified,reputable counsel who are experienced in preparing and prosecuting large,complex securities fraud class actions ,

The Court preliminarily finds that, for settlement purposes in the Action asagainst BAWAG, questions of law or fact common to members of theSettlement Class predominate over any questions affecting only individualmembers of the Settlement Class and that a class-action resolution in themanner proposed by the Stipulation would be superior to other availablemethods for a fair and efficient adjudication of the Action . In makingthese preliminary findings, the Court has considered, among other factors,(i) the interest of the Settlement Class members in individually controllingthe prosecution or defense of separate actions, (ii) the impracticability orinefficiency of prosecuting or defending separate actions, (iii) the extentand nature of any litigation concerning these claims already commenced,and (iv) the desirability of concentrating the litigation of the claims in aparticular forum .

2. Preliminary Class Certi fication for Settlement Put -noses With BAWAG - Based on

the findings set out in paragraph k above, the Court preliminarily certifies the following Settlement

Class for settlement purposes only under Fed . R. Civ . P. 23(a) and (b)(3) in the Action: all persons and

entities that purchased or otherwise acquired Refco Group Ltd., LLCI Refco Finance Inc . 9% Senior

Subordinated Notes due 2012 (CUSIP Nos . 75866HAA5 and/or 75866HAC1) and/or common stock of

Refco (CUS1P No . 758666109) during the Class Period and were damaged thereby . The Settlement

Class excludes (i) Refco; (ii) the Defendants ; (iii) any person or entity who was a partner, executive

officer, director, controlling person, subsidiary, or affiliate of Refco or any Defendant during the Class

Period; (iv) members of the Defendants` immediate families ; (v) entities in which Refco or any

Defendant has a controlling interest ; and (vi) the legal representatives, heirs, predecessors, successors or

assigns of any of the foregoing excluded persons or entities . Also excluded from the Class is any person

or entity who or which properly excludes himself, herself or itself by filing a valid and timely request for

exclusion in accordance with the requirements set forth in the Notice .

3 . Preliminary Approval of Settlement - The Court hereby preliminarily approves

the Settlement, as embodied in the Stipulation, as being fair, reasonable and adequate as to the

Settlement Class members, subject to further consideration at the Settlement Hearing described

below,

4 . Settlement Hearin -- A hearing (the "Settlement Hearing") shall be held o n

2007 at before the Honorable Gerard E. Lynch in the Unite d

States District Court for the Southern District of New York, United States Courthouse, 500 Pearl

Street, New York, NY, 10007 . The purpose of the Settlement Hearing will be to determine

whether the proposed Settlement on the terms and conditions provided for in the Stipulation is

fair, reasonable and adequate to the Class and should be approved by the Court ; whether the

Judgment as provided in the Stipulation should be entered herein ; and whether Co-Lead

Counsel's application for attorneys' fees should be granted .

5 . Approval of Form and Content of Notice - The Court approves, as to form an d

content, the Notice and the Publication Notice, attached hereto as Exhibits I and 2, respectively,

and finds that the mailing and distribution of the Notice and the publication of the Publication

Notice in the manner and form set forth in Paragraph 6 of this Order meet the requirements of

Rule 23 of the Federal Rules of Civil Procedure, the Securities Exchange Act of 1934, as

amended by Section 2113(a)(7) of the Private Securities Litigation Reform Act of 1995, 15

U .S .C. § 78ti-4(a)(7), and due process, and is the best notice practicable under the circumstances

and shall constitute due and sufficient notice to all persons and entities entitled thereto .

6 . Retention of Claims Administrator and Manner of Notice - Lead Counsel ar e

hereby authorized to retain The Garden City Group, Inc . ("Claims Administrator") to supervis e

and administer the notice procedure as well as the processing of claims as more fully set forth

below :

(a) Not later than 2007 (the "Notice Date"), Lead Counse l

shall cause a copy of the Notice substantially in the form attached to the Stipulation as Exhibit I

to be mailed by first-class mail to all Class Members who can be identified with reasonable

effort ;

(b) Not later than 2007, Lead Counsel shall cause th e

Publication Notice, substantially in form attached to the Stipulation as Exhibit 2, to be publishe d

on one occasion in the national edition of The Wall Street Journal ; an d

(e) Not later than 2007, Lead Counsel shall serve o n

BAWAG's Counsel and file with the Court proof, by affidavit or declaration, of such mailing

and publication .

7 . Nominee Procedures - Nominees who purchased or acquired Refco Group Ltd .,

LLC/Refco Finance inc . 9% Senior Subordinated Notes Due 2012 or Refco, Inc . common stock

for the benefit of another person or entity during the Class Period shall be requested to send the

Notice to all such beneficial owners 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 to

such beneficial owners.

8 . Exclusion From the Class - All Settlement Class members who do not timel y

and validly request exclusion from the Settlement Class shall be bound by all proceedings, A

determinations, orders and judgments in the Action relating to the Settlement, including, but no t

limited to, the releases provided for therein, whether favorable or unfavorable to the Settlement

Class . Settlement Class members who wish to exclude themselves from the Settlement Class

shall request exclusion within the time and in the manner set forth in the Notice, including

mailing or delivering a written request for exclusion such that it is postmarked no later than

, 2007, to : In re Refco, Inc. Securities Litigation, c/o The Garden City Group,

Inc ., Claims Administrator, P.O. Box 9087, Merrick, NY 11566, as provided in the Notice .

9 . Appearance and Oblections at Fairness Hearing - Any Settlement Clas s

member may enter an appearance in the Action, at their own expense, individually or through

counsel of their own choice, in which case such counsel must file with the Clerk of Court and

deliver to Co-Lead Counsel and BAWAG's Counsel a notice of appearance such that it is

received by , 2007, or as the Court may otherwise direct . Any Settlement

Class member who does not enter an appearance will be represented by Co-Lead Counsel . Any

Settlement Class member may appear and show cause, if he, she or it has any such cause, why

the proposed Settlement of the Action should or should not be approved as fair, reasonable and

adequate, or why a Judgment should or should not be entered thereon ; or why Co-Lead

Counsel's application for attorneys' fees should not be granted ; provided, however, that no

Settlement Class member or any other person or entity shall be heard or entitled to contest th e

approval of the terms and conditions of the proposed Settlement, or, if approved, the Final

Judgment to be entered thereon approving the same or the award of attorneys' fees to Co-Lea d

Counsel, unless that person or entity has filed written objections and copies of any such papers

and briefs with the Clerk of the Court for the United States District Court for the Souther n

District of New York, on or before 2007, and unless copies of such

written objection papers and briefs are received by each of the following :

Attorney for BAWAG :

Andrew Levander, EsquireDECHERT LLP30 Rockefeller PlazaNew York, NY 10112-220 0

Co-Lead Counsel :

Megan D. McIntyre, EsquireGRANT & EISENHOFER, P.A .Chase Manhattan Centre1201 N. Market Street, Suite 2100Wilmington, DE 1980 1

John P. Coffey, EsquireBERNSTEIN LITOWITZ BERG ER & GROSSMANN, LLP1285 Avenue of the AmericasNew York, NY 1001 9

The Claims Administrator :

In re Refco Inc . Securities Litigationc/o The Garden City Group, Inc,Claims Administrator

P.O. Box 9087Merrick, NY 1156 6

The objections and/or briefs filed by the objecting Settlement Class member must contain a

statement of his, her or its objection, as well as the specific reasons, if any, for each objection,

including the legal support the Settlement Class member wishes to bring to the Court's attention

and any evidence the Settlement Class member wishes to introduce in support of his, her or its

objection . Any Settlement Class member who does not make his, her or its objection in the

manner provided herein shall be deemed to have waived such objection and shall be forever

barred and foreclosed from making any objection to the fairness, reasonableness or adequacy of

the proposed Settlement, or to the approval of Co-Lead Counsel's fee application .

10 . Fees and Expenses - All reasonable costs incurred in identifying and notifying

Settlement Class members, as well as in administering the Settlement, shall be paid as set forth in

the Stipulation . At or after the Settlement Hearing, the Court shall determine whether any

application for attorneys' fees shall be approved . Neither BAWAG nor BAWAG's Counsel

shall have any responsibility for any application for attorneys' fees submitted by Co-Lead

Counsel, and such matters will be considered separately from the fairness, reasonableness and

adequacy of the Settlement .

11 . Continuance of Hear ing -- The Court reserves the right to adjourn the date of th e

Settlement Hearing without further notice to Settlement Class members 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 to

the Stipulation, if appropriate, without further notice to the Settlement Class ,

12 . Termination of Settlement -- This Order shall become null and void, and be

without prejudice to the rights of Lead Plaintiffs, the Settlement Class members, and BAWAG,

all of whom shall be restored to their respective positions existing immediately before this Court

entered this Order, if: (i) the proposed Settlement is not finally approved by the Court, or does

not become final, pursuant to the terms of the Stipulation ; or (ii) the proposed Settlement is

terminated or does not become effective for any other reason . In such events, the Stipulation

shall become null and void and of no further force and effect .

13 . Use of Order - This Order shall not be construed or used as an admission ,

concession or declaration by or against BAWAG of any fault, wrongdoing, breach, or liability .

Nor shall the Order be construed or used as an admission, concession or declaration by or against

Lead Plaintiffs, or the Settlement Class members, that their claims lack merit, that their damagesM

are in any way limited , or that the relief requested in the Action is inappropriate, improper, or 4,

unavailable , or as a waiver by any pa rty of any defenses or claims he, she, or it may have ,

IT IS SO ORDERED .

Dated: -- . , 2007 BY THE COURT

Hon. Gerard E . Lynch

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

EXHIBIT 1

UNITED STATES DISTRICT COURTSOUTRERN DISTRICT OF NEW YORK

x05 Civ . 8626 (GEL )

In re REFCO, INC. SECURITIES LITIGATION

------------ -_- .._ ..___ ------------ ------ x

NOTICE OF (I) PENDENCY AND PROPOSED PARTIALSETTLEMENT OF CLASS ACTION WITH BAWAG, AND

l it HEARING ON PROPOSED PARTIAL SETTLEMEN T

If you purchased or otherwise acquired Refco Group Ltd ., LLC/ Refco Finance Inc. 9%Senior Subor dinated Notes due 2012 (CUSIP Nos. 75866HAA5 and/or 75866HAC1) and/o r

Refco, Inc . common stock (CUSIP No . 758666109) between August 5, 2004 and October17, 2005, inclusive , you might be a member of the class in this action entitling you to relief

in connection with a partial settlement of the action . Alli

A federal court authorized this Notice . This is not a solicitation f ront a lawer.

The Court has preliminarily approved a partial settlement of a securities class actionbrought by investors who claim that the prices of Refco, Inc . common stock and RefcoGroup Ltd ., LLC/ Refco Finance Inc, bonds were artificially inflated as a result of falsestate€nents, non-disclosures, and fraudulent conduct in violation of the federal securitieslaws .

The partial settlement is between Lead Plaintiffs Pacific Investment ManagementCompany LLC and RH Capital Associates LLC, on behalf of themselves and theproposed Settlement Class (defined below), and defendant BAWAG P .S.K. Bank FurArbeit and Wirtschaft and Osterreichische Postsparkasse Aktiengesellschaft("BAWAG"). It is only a partial settlement because it does not resolve the plaintiffs'claims against forty-three (43) other defendants .

BAWAG will pay a minimum of $108 million in cash to settle the lawsuit, with thepossibility of an additional payment of up to 532 million if certain conditions are met .After payment of costs and expenses, the settlement proceeds will be distributed toinvestors who are members of the Settlement Class . No determination has been made yetof the amount to be distributed .

The two sides disagree on the amount of money that could have been recovered if theplaintiffs won at trial .

Although the fee agreement between Lead Plaintiffs and the plaintiffs' attorneys wouldhave entitled the attorneys to request a fee of up to 18% of the Class's recovery, theplaintiffs' attorneys have agreed to request a fee from this settlement of 7% of the Non-Contingent Payment (defined below), due to the timing and circumstances of thissettlement .

The settlement was reached because it provides significant benefits to investors andavoids the costs and risks of continuing the lawsuit against BAWAG .

• If you are a member of the Settlement Class and the partial settlement is approved, yourlegal rights will be affected whether you act or not, Read this notice carefully to see whatyour options are in connection with the partial settlement.

rc .

This is the only way to get a settlement payment . If you wish toRemain a Member of the remain a member of the Settlement Class, you do not need toSettlement Class take any action in response to this notice at this time . At a

(no action required) future date, you will be provided with a proof of claim for mwhich you must submit to establish your entitlement to apayment,

Exclude Yourself If you exclude yourself, you will not get a settlement payment.(by , 2007)

Object If you do not exclude yourself, but you wish to object to any(by , 2007) part of the settlement, you may write to the Court about your

objections .

Attend the HearingIf you have submitted a written objection to the settlement t othe Court, you may (but do not have to) attend the hearing about

(on 2007) the settlement and speak to the Court about your objections .

• These rights and options -- and the deadlines to exercise them -- are explained in this

Notice .

• The Court in charge of this case still has to decide whether to approve the settlement .Payments will be made only if the Court approves the settlement and that approval isupheld in any appeals . Please be patient .

-"44N" r

BASIC iNFORMATION . . . . . . .. . . . .. . .. . . . . . . . . . . . . . . . . .. . .. . . . . . . .. . .. . .. . . .. . . . . . . . . . . .. . . .. . .. . .. . .. . . . . . . . . . . .. . .. . .. . .. Page 4i . Why did I get this Notice ?2. What is a class action ?3 . What is this lawsuit about?

2

4. What should I do if my address changes, or if this notice was sentto the wrong address ?

WHO IS IN THE SETTLEMENT CLASS . ... . . . . . . ... .. . . . .. . .. . . . . . . . . . . . .. . . .. . . . .. . ... .. . . . . . .. . . . . . . . .. . .. . Page 65, How do I know whether I am a member of the Partial Settlement?6. Are there exceptions to being included?7. 1 am still not sure whether I am included.

SUMMARY OF THE SETTLEMENT . . . . . . . .. ... . .. . . . .. . .. . .. . .. . . . . .. . .. . . . . . . . .. . . .. . . . .. . ... . . . . . . . . . . . .. . .. . . Page 7

8. How and when was the Partial Settlement reached?

9. What does the Partial Settlement provide ?10 . What are the reasons for the Partial Settlement ?

11 . What is the potential outcome of the lawsuit absent the PartialSettlement?

THE SETTLEMENT BENEFITS - WHAT YOU GET .. . . . . . . . . . . . .. . . . . .. . . . . . . . .. . . . . . . . . . . . . .. . . . . .. Page 812. I-low much will be distributed to investors? fai13, How much will my payment be ?

HOW TO GET A PAYMENT .. . . . . . . . . . . . . . . ... . .. . .. .. . . .. . . . .. . .. . . . . . . . . . . . . . .. . . . . . . . . . . .. . . . . . . . . . . . ... . .. . . . ... . .. Page 9

14. What do I have to do to receive a share of the Partial Settlement ?

15 . When will I receive my payment?16. What am I giving up to get a payment or stay in the Settlement

Class?17. Can I receive payments in both the Partial Settlement and the

Refco Bankruptcy?

EXCLUDING YOURSELF FROM THE SETTLEMENT . .. . .. . .. . . . . . .. . ... . . . ... . .. . . . . . . . .. . .. . . Page 10

18 . What if I want to be excluded from the Partial Settlement?

19. If I don't exclude myself, can I sue BAWAG for the same thinglater?

20. If I exclude myself, can I get money from the Partial Settlement ?

THE LAWYERS REPRESENTING YOU .. .. . . . . . . . .. .. . . . . . . . . . . . . . . .. . .. ... . . . . . . . . . . . . . . .. . . .. . . . . . . .. . . . . Page 12

2€ . Do 1 have a lawyer in the case ?22 . How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT OR THE ATTORNEYS' FEES . .. . .. . . .. . . . . . . . . Page 1223. I-low do I tell the Court if I don't like the Partial Settlement ?

24. What's the difference between objecting and requesting exclusion?

25 . When and where will the Court decide whether to approve thePartial Settlement?

26. Do I have to come to the hearing?27. May I speak at the hearing?

IF YOU DO NOTHING . . . . . . . . . .. . .. . .. . . . .. . ... .. . . . . . . . .. . .. . .. . . . . . . . .. . .. . . . .. . . .. . . . . . . . . . . .. . ... . . . . .. . . . . . . . . . . . .. . Page 1428. What happens if i do nothing at all?

GETTING MORE INFORMATION ... . .. .. . . . . .. . . .. . . . . . . . . ... . .. . . . . . . . . . . .. . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . .. . .. Page 1529 . Are there more details about the Partial Settlement ?

30. How do I get more infor€nation?

BASIC INFORMATIO N

d1&21

You or someone in your family may have purchased or acquired Refco Inc . commonstock (CUSIP No, 75866G 1 09 ) and/or Refco Group Ltd., LLC/ Refco Finance Inc, 9% SeniorSubordinated Notes due 201 2 (CUSIP Nos. 75866HAA5 and/or 75866HAC1) between August5, 2004 and October 17 , 2005 . The Court caused this Notice to be sent to you because, if youpurchased or acquired those securities during that period, you have a right to know about theproposed Partial Settlement of a class action lawsuit , and about all of your options, before theCourt decides whether to approve the Partial Settlement .

This Notice describes the lawsuit, the Partial Settlement, your legal rights , what benefitsare available , who is eligible for them, and how to get them.

The Court in charge of this case is the United States District Court for the SouthernDistrict of New York. The case is known as In re Refi;.'o Inc. Securities Litigation, Case Number05 Civ . 8626 (GEL) .

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In a class action, one or more plaintiffs called Lead Plaintiffs or class representatives sueon behalf of people who have similar claims . All of the individuals and entities on whose behalfthe class representatives are suing are known as class members . One court resolves the issues inthe case for all class members, except for those who choose to exclude themselves from the classif exclusion is permitted by applicable rules of procedure .

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This lawsuit (the "Action") is a class action alleging violations of the federal securitieslaws by persons affiliated with Refco, inc . and its predecessors and affiliates (including, but not

limited to, Refco Group Ltd., LLC, Refco Finance Holdings LLC, and Refco Finance Inc .) .

Refco, inc . and its predecessors and affiliates are referred to collectively as the "Company" or"Refco" in this Notice . The Court has appointed Pacific Investment Management Company LLCand RI-I Capital Associates LLC ("Lead Plaintiffs") to serve as Lead Plaintiffs in the Action, andhas appointed the law firms of Grant & Eisenhofer P .A. and Bernstein Litowitz Berger &Grossmann LLP to serve as Co-Lead Counsel on behalf of the class . The Action is broughtagainst forty-four (44) individuals and entities, including certain current and former executive

officers of Refco, the members of Refco' s audit committee, Refco's outside auditing firm (GrantThornton LLP), fifteen Wall Street investment banks, the private equity firm of Thomas H . LeePartners, L .P . and its affiliates, and BAWAG (collectively, the "Defendants") .

The First Amended Consolidated Class Action Complaint (the "Complaint"), which wasfiled in the Action on May 5, 2006, alleges that the Defendants violated the federal securitieslaws in numerous ways, including : engaging in negligent and fraudulent activities that concealedRefco's true financial condition from investors ; and using accounting practices that violatedgenerally accepted accounting principles and caused Refco's published financial statements forthe years ended February 29, 2002, February 28, 2003, February 28, 2004, February 28, 2005,and the quarter ended May 31, 2005, to be materially false and misleading .

As alleged in the Complaint, a little more than two months after completing an initialpublic offering ("IPO"), Refco admitted that its financial statements "should no longer be reliedupon" because the Company had concealed hundreds of millions of dollars of uncollectiblereceivables owed to the Company by an entity owned by its Chief Executive Officer, PhillipBennett ("Bennett"). The Complaint further alleges that while this admission only partiallyrevealed the true extent of the problems at the Company, it set into motion a chain of events andsubsequent disclosures that led to Refco's abrupt collapse into bankruptcy .

The Complaint alleges that the Defendants either actively participated in the Company'smanipulative accounting practices and misstatements during the Class Period, or knew or shouldhave known about them in the exercise of due diligence . The Complaint alleges that BAWAGparticipated in the scheme to defraud investors by, among other things, engaging in numeroussham loan transactions with Refco that had no purpose other than to allow Refco to temporarilyreplace related party receivables with third party loans on its books just before the end of itsfinancial accounting periods, thereby concealing from investors the existence of significantrelated party receivables .

The Complaint asserts two different sets of claims. The first is a series of strict liabilityand negligence-based claims pursuant to the Securities Act of 1933 ("Securities Act"), which areasserted against the Defendants who are statutorily responsible for the untrue statements in theprospectuses and registration statements pursuant to which Refco issued securities to the public .The second set of claims consists of fraud-based claims under the Securities Exchange Act of1934 ("Exchange Act") against those Defendants who directly participated in the fraudulentscheme and those who knew about or were reckless with respect to discovering the fraud . TheComplaint alleges seven (7) separate claims against BAWAG, including claims pursuant toSection 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act .

To the extent Defendants have responded to the Complaint, they have denied the claimsagainst them and specifically denied any wrongdoing or liability to any Class member .

The Court has made no determination on the merits of the claims against BAWAG oragainst any other Defendants .

if this Notice was sent to you at the wrong address, or if your address changes in thefuture, please send prompt written notification of your correct address to the Claims

Administrator at the following address :

In re Refco Inc . Securities Litigationc/o The Garden City Group, inc .

Claims Administrato r

P .O . Box 9087Merrick, NY 11566

a-; CLASSENTVy)f p IS IN THE SETTLEM==

'^y 1 .. ,

The Court has preliminarily certified for purposes of the Partial Settlement a SettlementClass that consists of, subject to certain exceptions identified below, the following individuals

and entities :

/III persons and entities that purchased or otherwise acquiredRefco Group Ltd,, LLC/Refco Finance Inc. 9% Senior

Subordinated Notes due 2012 (CUSIP Nos . 75866HAA5 rind/or-

75866H4CI) and/or common stock of Refco (CUSIP No .

758666109) during the Class Period, and who were damaged

Even if you fall within the Settlement Class definition, you are not a member of the

Settlement Class if you are a Defendant in the Action; if you were a partner, executive officer,

director, controlling person, subsidiary, or affiliate of Refco or any Defendant between August 5,

2004 and October 17, 2005; if you are an immediate family member of any Defendant

; if you are

an entity in which Refco or any Defendant has a controlling interest; or if you are a legal

representative, heir, predecessor, successor or assign of any of these excluded persons or entities.

If you are still not sure whether you are included, you can ask for help, which will beprovided to you at no cost, You can call the Claims Administrator toll free at (888) 212-5574, orwrite to the Claims Administrator at the address stated in the answer to Question #4 above

.

SUMMARY OF SETTLEMEN T

Lead Plaintiffs reached an agreement-in-principle with BAWAG regarding the Pa rt ialSettlement on May 31, 2006 . On February _, 2007, Lead Plaintiffs and BAWAG signed aStipulation and Agreement of Settlement (the "Stipulation") to formalize their agreement .

The Partial Settlement was reached after arms-length negotiation between Co-LeadCounsel and counsel for BAWAG, and only after Co-Lead Counsel had (i) obtained access to,and reviewed, certain documents pertinent to the Class's claims and BAWAG's defenses to thoseclaims, including documents that BAWAG has provided to the United States Attorneys Office("USAO"), (ii) investigated and analyzed all available evidence, and (iii) researched theapplicable law with respect to the Class's claims against BAWAG and the potential defensesthereto.

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In the Partial Settlement, BAWAG agrees to pay S 108 million (the "Non-ContingentPayment") to the Settlement Class . In addition , in the event that BAWAG is sold for a priceexceeding €1 .8 billion (euros ) within two years after the United States Bankruptcy Court entersan order approving BAWAG's separate settlement with Refco's Official Committee ofUnsecured Creditors ("Creditors' Committee"), then BAWAG will pay the Settlement Class anadditional surn of 5%, of the amount by which the sale price of BAWAG exceeds e l,8 billion(euros), up to a maximum additional payment of $32 million (dollars) (the "ContingentPayment") . The Non-Contingent Payment and the Contingent Payment are collectively referredto as the "Settlement Amount . "

After the parties retched agreement on the terms of the Partial Settlement, BAWAGentered into an agreement of sale which, if consummated, may trigger BAWAG's obligation topay the maximum Contingent Payment of $32 million (dollars) . Closing of the sale is presently

expected to occur in the first half of 2007 .

The Settlement Amount will be paid in . installments, with $8 million to be paid within tendays after preliminary approval of the Partial Settlement, another $25 million to be paid withinthirty days after the order approving BAWAG's settlement with the Creditors' Committeebecomes final, and $75 million to be paid within thirty days of the earlier of (a) the closing of thesale of BAWAG, or (b) one year after entry of the order approving BAWAG's settlement withthe Creditors' Committee . The Contingent Payment, if any, will be paid within thirty days afterthe closing of the sale of BAWAG . With the exception of the initial $& million payment, LeadPlaintiffs have agreed to accept payment of the Settlement Amount from funds to be paid byBAWAG into a restitution fend managed by the USAO, subject to BAWAG's agreement to payany amounts that the USAO fails to pay, and to pay interest on any amounts not paid within 180days of the scheduled payment date .

Under the terms of the Partial Settlement, BAWAG also agrees to reasonably cooperatewith Lead Plaintiffs in providing copies of documents and in making employees available for

interviews and depositions, so as to reasonably assist Lead Plaintiffs in their prosecution ofclaims against other Defendants and/or prospective defendants in this Action .

if the Partial Settlement is approved by the Court, all members of the Settlement Classwill be deemed to have released all claims against BAWAG, its direct and indirect subsidiaries,parents, affiliates, predecessors, and successors, and their respective agents, attorneys, and past,present, and future officers, directors and employees, as agreed by the parties, (collectively, the"Releasees") that arise out of or relate to the allegations in the Complaint and the acquisition or

disposition of Refco Group Ltd ., LLC/ Refco Finance Inc.'s 9% Senior Subordinated Notes due2062 and/or Refco common stock between August 5, 2004 and October 17, 2005 . This meansthat, upon Court approval, all Settlement Class members will be permanently barred fromasserting any of the claims described above against BAWAG or any other Releasees . Inaddition, if the Court approves the Partial Settlement, BAWAG will be precluded from suing theLead Plaintiffs, members of the Settlement Class, or Co-Lead Counsel in connection with the

Action .

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Lead Plaintiffs agreed to the Partial Settlement because of the substantial moneta rybenefit it will provide to the Class, compared to the risk that recovery might not be achieved aftera contested period of litigation which could extend years into the future . As with any litigatedcase, the plaintiffs would face an uncertain outcome if the case went to trial . Even if theplaintiffs were successful at trial, BAWAG might be bankrupt, sold, or unable to pay anyjudgment at that time . Alternatively, BAWAG might well appeal the verdict, result in furtheruncertainty and delay .

BAWAG agreed to the Partial Settlement to settle and terminate all existing or potentialclaims against it, to eliminate the risk of a substantial judgment against it, and to avoid theburden and expense of further litigation, without acknowledging any fault or liability .

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Lead Plaintiffs and BAWAG do not agree on the average amount of damages per sharethat would have been recoverable from BAWAG if Lead Plaintiffs were to have prevailed oneach claim asserted. The issues on which the parties disagree include : (1) whether BAWAGengaged in conduct that would give rise to liability under the federal securities laws ; (2) whetherBAWAG acted with scienter with respect to the conduct alleged to constitute a violation ofSection 10(b) of the Exchange Act; (3) whether BAWAG has valid defenses to any of the claimsagainst it ; and (4) the amount, if any, by which the prices of Refco's securities were artificiallyinflated as a result of BAWAG's alleged violations of the federal securities laws .

TIE SETTLEMENT BENEFITS - WHAT YOU GET

The Partial Settlement will create a cash settlement fund in the aggregate principalamount of between $108 million and $140 million, depending upon whether and to what extentBAWAG's obligation to pay the maximum Contingent Payment is triggered

. After deduction of

the costs of notice and administration, certain taxes and tax-related expenses, and any attorneys'fees that are approved by the Court, the balance of the settlement fund, plus accrued interest, will

be available for distribution to members of the Settlement Class. Co-Lead Counsel will reques

t er recoveryCo-Lea attonleys' fees of7% of the Non-Contingent

t tolbendistrib~t d to Ahe SettielnnentlClass will be betwee~Counsel estimate that the ne

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$98 million and $130 million ;y N ^

The amounts to be distributed to individual Settlement Class membe~le number ootherfvariety of factors, including : the amount, if any, of the Coy i ge nt Payment ;

number of bonds a sharesSettlement Class members who submit valid proof of clai m

of stock you purchased ; the prices and dates of those purchases ; and the prices and dates of anythe s between

sales of your bonds or stock . The manner of dividing the settlement proceed

purchasers of bonds and purchasers of stock, and between the variou

s has not yet been determined. Depending upon which securities you purchased and the timing o f

your transactions, you may be entitled to recover for all, none, or only some of the claims

asserted in the Complaint.

The amount to be distributed to Settlement Class members on a per share basis willdepend on future Court proceedings and factual and legal analysis, and it is therefore not possible

to estimate the amount of any such distribution at the present time. After further notice to the

Settlement Class and an opportunity to be heard, Lead Plaintiffs will seek Court approval of aplan of allocation that will govern calculation of Settlement Class members' individual

distributions,

HOW TO SET A PAYl1'IEN T

If you are amember of the Settlement Class, you will have to submit a proof of claim

form and supporting documentation in order to establish your entitlement to share in the Partial

Settlement. Those who act to exclude themselves from the Settlement Class, and those who fail

to submit timely and valid proof of claim forms with adequate supporting documentation, will

not be entitled to share in the Partial Settlement ,

Proof of claim forms have not yet been prepared,and you need not submit a proof of

claim or any other documentation of your claim at this time . You will be provided with a

proof of claim form, and instructions on how to complete and submitit, in a future notice to be

disseminated in a similar mariner as this notice . To ensure that you receive copies of futurenotices, you may write to the Claims Administrator at the following address to request that yoube added to the mailing list for notices in In re Refco, Inc. Securities Litigation :

In re Refco Inc. Securities Litigationc/o The Garden City Group, Inc .Claims AdministratorA.O. Box 9087Merrick, NY 1156 6

Please retain all records of your ownership of, or transactions in, Refco's stock andbonds, as they may be needed to document your claim .

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Because BAWAG's payments under the Partial Settlement will be made in installment sover a period of time, the Lead Plaintiffs do not anticipate being able to distribute the settlement Aproceeds to members of the Settlement Class for at least a year from now, and possibly longer .Distribution may also be delayed in the interest of the Settlement Class in order to minimize the Znumber and cost of distributions during the course of the Action, and to allow for the BAWA Gsettlement proceeds to be distributed in combination with future settlements or recoveries fromother Defendants .

Any settlement payments are also contingent upon the Court approving the PartialSettlement and on such approval becoming final and no longer subject to any appeals . Even ifthe Court approves the Partial Settlement, there still might be appeals, which can take more thana year to resolve.

The money paid by BAWAG in the Partial Settlement will be kept in an interest-bearingaccount until it is ready for distribution , and the accrued interest will be added to the principalthat will be distributed to the Settlement Class .

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If you remain a member of the Settlement Class and do not exclude yourself , you will bebound by all orders, judgments and releases entered by the Court re garding the PartialSettlement. If the Partial Settlement is approved , you will not be able to sue, continue to sue, orbe pa rt of any other lawsuit involving any claims released in the Pa rtial Settlement ; provided,however , that the Pa rtial Settlement does not affect your ability to recover as a creditor inRefco's bankruptcy proceedings, including your ability to receive a share of the monies paid toRefco's bankruptcy estate by BAWAG. You will be bound by the releases whether or not yousubmit a proof of claim and/or receive a payment under the Partial Settlement.

10

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case immediately . You must exclude yourself from this Settlement Class to continue your ow n

Tice Court has appointed the law firms of Bernstein Litowitz Berger & Urossran ""- the

r and Grant & Eisenllofer P.A . as Co -Lea d ad if Counsel 1 aveoa t an

y represent Lead Plaintiffs and questions about the praposediPart a 1

Settlement Class members in the Action . Y

Settlement, you may contact Co-Lead Counsel as follows: Megan D . McIntyre, Esq ., Grant al

Eisenhofer P .A., Chase Manhattan Centre, 1201 N . Market St ., Wilmington, Delaware 19801,

-7000; or John P. Coffey, Esq., Bernstein Litowitz Berger & Grossmann, LLP, 1285

(302) 622 ?S5 -1400.Avenue of the Americas, New York, New York 10019, (212 )

if you want to be represented by your own lawyer, you may hire one at your ow

n L-eao You will be not charged directly for the fees or expenses

for the Co i t of fees{and

appointed by the Court. instead,, those lawyers may apply to the Cour

t expenses out of the proceeds of any recoveries achieved in the Action.

When this case began, Lead Plaintiffs fees of udto 1 &°/a of any recove1ry Co-Lead Counselachieved by thewhich permits Co-Lead Counsel to apply for up

Class plus out of pocket expenses . Given have the timin g~ to apply for fee from this settlement of ~'%a

7%BAWAG, however, Co-Lead Counsel h gr the facts ,

Partial Settlement

. eClawyers for investigating o Lead Counsel re ail the right t oof the he case The

litigating g the case, and negotiatin grequest the full 18% fee plus expenses from any future recoveries from other defendants

.

I

1 2

No. Only Settlement Class members who do not exclude themselves will be eitgIoIe to

recover money in the Partial Settlement .

THE LAWY ERS RE 'RESi~ai`IT NG 'C1 U

if you are a Settlement Class member and you do not exclude yourself, you can object tod Counsel' sPartial Settlement or any part of it, including Co-Lea's application for attorneys'

fees, and give reasons why you think the Court should not approve it. To object, you must send

a letter or other filing saying that you object to the proposed Pa rtial Settlement and/or the

attorneys' fee application in In re Refco, Inc. Securities Litigation, Case No . 05 Civ. 8626(GEL) . Be sure to include your name, address , telephone number, signature, and the reasons foryour objection . Your written objection must be sent to the following counsel and must bereceived by them no later than , 2007 :

Counsel for BAWAG:

Andrew Levander, EsquireDECHERT LL. P30 Rockefeller Plaz aNew York, NY 10112-2200

Co-Lead Counsel :

Megan D . McIntyre, EsquireGRANT & EISENHOFER P .A.Chase Manhattan Centre1201 N . Market StreetWilmington, DE 1980 1

and

John P. Coffey, EsquireBERNSTEIN L1TOWITZ BERGER & GROSSMANN, LLP1285 Avenue of the America sNew York, NY 1001 9

You must also file your objection with the clerk of the United States District Court forthe Southern District of New York, so it is received no later than 2007 .

The address is :

Clerk of the U .S . District Court for the Southern District of New York,Daniel Patrick Moynihan United States Courthous e

500 Pearl StreetNew York, NY 10007-131 2

Once an objection to the proposed Partial Settlement is made, it cannot be withdrawnwithout the Court's approval . Any member of the Settlement Class who does not object in themanner provided above will be deemed to have waived all objections to the Partial Settlementand to Co-Lead Counsel's application for attorneys' fees .

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Objecting is simply telling the Court that you do not like something about the PartialSettlement. You can object only if you are a Settlement Class member.

13

Excluding yourself is telling the court that you do not want to be part of the Settlement

Class. If you exclude yourself, you have no basis to object, because the case no longer affect

s all or ers

you. If you do not exclude yourself, you Partial the egard esstof whetherdtheand judgments entered by the Court regarding

Court accepts or denies your objection .

The Court has scheduled a hearing on the proposed Partial Settlement for

, 2007 at _ , before the Honorable Gerard E . Lynch in the U .S. Distric t

Court for the Southern District of New York, United States courthouse, 500 Pea Settlem e Street, fN ew

York, NY, 10007. At this hearing, the Court will consider whethe

r reasonable, and adequate, and will consider Co-Lead Counsel's application for attorneys' fees,

if there are objections, the Court will consider them. At or after the hearing, the court will

decide whether to approve the Partial Settlement .

Please note that the date of the Court hearing is subject to change without further notice.

plan to attend the hearing, you should check with the Court to be sure no change to theif youdate and time of the hearing has been made .

thare e

No. Co-Lead Counsel will answer any questions the Court might have roBut you

welcome to come at your own expense . If you send an objection, you theCourt to talk about it . As mailed

the Court considers whether itot the Partial

deadline, it wil l ill b be before e the the CourtSettlement, You may also pay your own lawyer to attend the hearing, but attendance is not

necessary .

If you are a Settlement Class member who has not asked to be excluded from the

Settlement Class, you may ask the Court for permission to speak at the hearing. To do so, you

must send a letter or other paper called a "Notice of Intention to Appear at Fairnes s telephon e Hearinumbe r g in In

re Refco, Inc. Securities Litigation ." Be sure to include your name, address, h e Clerk the Cour

t and your signature, Your Notice of Intention ~~er Apar must b

e to Question #?3e s od rteceivad by the Court the and sent the counsel listed above 200 .x . You cannot speak at the hearing if you have

and counsel no later than ,asked to be excluded from the Settlement Class .

14

IF YOU DO NOTHING

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If you do nothing in response to this Notice, you will remain a member of the SettlementClass and will be bound by the Partial Settlement, You will not be able to start, continue, or bepart of any other lawsuit or arbitration against BAWAG or other Releasees based on the claimsin the Action . To receive a payment from the Partial Settlement, you will have to submit a proofof claim and supporting documentation at a future date, in accordance with instructions to beprovided in a future notice .

GETTING MORE INFORMATION

E' ,,. :5 y Y .. dd'7 b (~A ,s~ aa'.ti .2 al ` . ~G1}+ 'k j~ h~ " Lwc J1 fyy,~jt1'S, N XIt"5~ T`1 ~ . . 'n Y

This Notice contains only a summary of the proposed Partial Settlement . The completePartial Settlement is set out in a Stipulation and Agreement of Settlement dated September 7,2006. You may request a copy of the Stipulation in writing to Refco Inc. Securit ies Litigation,c/o The Garden City Group , Inc., Clai ms Administrator , P .O. Box 9087 , Merrick, NY 11566 .There may be a charge for copying and mailing the Stipulation , Copies of the Stipulation may beobtained for free at refcosecuritieslitigatior€ .coni.

hr w xyl <f, ~s as3 F s s 4

You can also call the Claims Administrator toll free at (888) 212-5574, write to theClaims Administrator at the above address, or visit the website at refcosecuritiesliriaatioil, Coll) ,where you will find a copy of the Stipulation, the Complaint, and certain other documentsrelating to the Action and the Partial Settlement, Anyone interested in more detail regarding theAction is invited to visit the Office of the Clerk of the United States District Court for theSouthern District of New York at the United States Courthouse, 500 Pearl Street, New York,NY, 10007, during regular business hours, to inspect the Stipulation, the pleadings, and the otherpapers maintained there in Case No . 05 Civ . 8626 (GEL) .

Dated: , ?007 BY ORDER OF THE COURT

Hon. Gerard E. LynchUNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YOR K

15

EXHIBIT 2

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

In re REFCO, INC. SECURITIES LITIGATION

x05 Civ . 8626 (GEL )

-------_-_--__M_ --------- ____ ------------------ _________ x

SUMMARY NOTICE OF PENDENCY ANDPROPOSED PARTIAL SETTLEMENT OF CLASS ACTION

WITH BA'WAG P.S.K. AND HEARING ON PROPOSED SETTLEMEN T

TO : ALL PERSONS OR ENTITIES WHO PURCHASED OR ACQUIRED REFCOGROUP LTD ., LLC/ REFCO FINANCE INC . 9% SENIOR SUBORDINATEDNOTES DUE 2012 (CUSIP NOS. 75866HAA5 AND/OR 75866HAC1) AND/ORREFCO INC. COMMON STOCK (CUSIP NO. 75866G109) BETWEEN AUGUST5, 2004 AND OCTOBER 17, 2005, INCLUSIVE (THE "CLASS PERIOD"), ANDWHO WERE DAMAGED THEREBY (THE "CLASS")

YOU ARE HEREBY NOTIFIED that the Lead Plaintiffs in the above-captioned class z .

action (the "Action") have proposed a Partial Settlement with defendant 13AWAG P .S .K . Bank

fur Arbeit and Wirtschaft and Oster eichische Postsparkasse Aktiengesellschaft ("BAWAG" )

whereby BAWAG will pay a settlement amount to the Class of at least ONE HUNDRED AND

EIGHT MILLION DOLLARS (S 108,000,000) and the Class Members will dismiss and release

their claims against BAWAG arising out of or related to the subject matter of the Action or any

transactions in the above-referenced securities of Refco Inc . and its predecessors during the Class

Period . In addition, if BAWAG is sold for a price exceeding €i .8 billion (euros) within two

years after entry of an order approving BAWAG's separate settlement with Refco's Official

Committee of Unsecured Creditors, then BAWAG shall pay the Class an additional sum of 5%

of the amount by which the sale price of BAWAG exceeds €1 .8 billion (euros), up to a

maximum additional payment of $32,000,000 (dollars) .

This proposed Partial Settlement is the first proposed settlement in this €nulti-defendant

Action . The litigation is continuing against numerous other named defendants .

A hearing will be held on 2007 at-,_ , before the Honorabl e

Gerard E . Lynch in the U .S. District Court for the Southern District of New York, United States

Courthouse, 500 Pearl Street, New York, NY, 10007, to determine (1) whether the Partial

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

dismissed with prejudice against BAWAG and all claims against BAWAG released ; and (3)

whether the plaintiffs' attorneys' application for attorneys' fees should be granted .

IF YOU ARE A MEMBER OF THE CL ASS DESCRIBED ABOVE , YOUR RIGHT S

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT

FUNDS. If you have not yet received the full printed Notice of (i) Pendency and Proposed

Partial Settlement of Class Action With BAWAG, and (ii) Hearin, on Proposed Partial

Settlement, you may obtain one by contacting the Claims Administrator at :

In re Refco Inc . Securities Litigationc/o The Garden City Group, Inc .Claims Administrato rF.O. Box 9087Merrick, NY 1156 6

To participate in the Partial Settlement, you will be required to submit a Proof of Claim ,

using a form to be disseminated to members of the Class at a future date . To ensure that you

receive a Proof of Claim form and any future notices in this Action, please contact the Claims

Administrator at the address above to request that you be added to their mailing list for the Refco

Securities Litigation.

Inquiries, other than requests for copies of the Notice or for inclusion on the mailing lis t

for future notices, may be directed to Plaintiffs' Co-Lead Counsel :

John P . Coffey, EsquireBERNSTEIN LITOWITZ BERGER & GROSSMANN, LLP1285 Avenue of the America sNew York, NY 10019

2

Megan D . McIntyre, EsquireGRANT & EISENHOFER P.A .Chase Manhattan Centr e1201 N . Market StreetWilmington, DE 1980 1

Dated : W._ , 2007 BY ORDER OF THE COURT

EXHIBIT B

IN THE UNITED STATES DISTRICT COURTFOR THE SOUTHERN DISTRICT OF NEW YORK

05 Civ . 8626 (GEL)In re REF'CO, INC . SECURITIES LITIGATION .

x

JUDGMENT APPROVING CLASS ACTION SETTLEMENT WIT f. BAWAG

WHEREAS, Lead Plaintiffs and Defendant I3AWAG P .S .K. Bank Mr Arbeit and

Wirtschaft and asterreichische Postsparkasse Aktiengesellschaft ("BAWAG") entered into a

Stipulation and Agreement of Settlement dated February _, 2007 ( the "Stipulation"), whic h

provides for a settlement of this action as against BAWAG only (the "Partial Settlement") ; and

WHEREAS, unless otherwise defined in this Judgment , the capitalized terms in this

Judgment shall have the same meaning as they have in the Stipulation; an d

WHEREAS, the Court entered an Order dated ~, 2007 (the "Preliminary

Approval Order") preliminarily certifying, for settlement purposes only, an opt-out Settlemen t

Class pursuant to Fed . R . Civ . P . 23(a) and (b)(3) ; and

WHEREAS, the Preliminary Approval Order also (i) ordered that notice be provided t o

potential members of the Settlement Class ; (ii) scheduled a Settlement Hearing; and (iii)

provided those persons and entities identified as members of the putative Settlement Class with

an opportunity either to exclude themselves from the proposed Partial Settlement or to object to

the proposed Partial Settlement ; and

WHEREAS, the Court held a Settlement Hearing on , 2007 to determine ,

among other dings, ( i) whether the terms and conditions of the Partial Settlement are fair,

reasonable and adequate and should therefore be approved ; (ii) whether judgment should be

entered dismissing the Complaint on the merits and with prejudice as against BAWAG; and (iii)

whether and in what amount to award attorneys' fees to Co-Lead Counsel ; and

NOW, THEREFORE, based on the submissions of the parties, and on the arguments of

counsel at the Settlement Hearing , it is hereby ORDERED, ADJUDGED AND DECREED as

follows :

incorporation of Settlement Documents . This Judgment Approving Class

Action Settlement With BAWAG incorporates and makes a part hereof:

(a) the Stipulation filed with this Court; and

(b) the Notice and the Publication Notice , both of which were filed with the

Court on February ., 2007.

2 . Jurisdiction . The Court has personal jurisdiction over all Settlement Clas s

members and has subject matter jurisdiction over the Action , including, without limitation,

jurisdiction to approve the proposed Partial Settlement , grant final certification of the Settlement

Class, and dismiss the Action as against BAWAG on the merits and with prejudice. The Court

has personal jurisdiction over BAWAG for purposes of enforcing the Part ial Settlement .

3 . Final Settlement Class Certification. The Court finds that the Settlement Class

preliminarily certified in the Preliminary Approval Order meets all of the requirements of

Federal Rule of Civil Procedure 23(a) and (b)(3) for the reasons set out in the Preliminary

Approval Order. The Court therefore finally certifies the Settlement Class for settlement

purposes consisting of all persons and entities that purchased or otherwise acquired Refco Group

Ltd., LLC/Refco Finance Inc. 9% Senior Subordinated Notes due 2012 (CUSIP Nos .

75866HAA5 and/or 75866HACI) and/or common stock of Refco (CUSIP No . 758666109)

during the period August 5, 2004 through and including October 17, 2005, and who were

damaged thereby. Excluded from the Settlement Class are : (i) Refco; (ii) the Defendants ; (iii)

rany person or entity who was a partner, executive officer, director, controlling person ,

subsidiary, or affiliate of Refco or any Defendant during the Class Period ; (iv) members of the

Defendants' immediate families ; (v) entities in which Refco or any Defendant has a controlling

interest ; and (vi) the legal representatives, heirs, predecessors, successors or assigns of any of the

foregoing excluded persons or entities . Also excluded from the Class is any person or entity who

or which properly excludes himself, herself or itself by filing a valid and timely request for

exclusion in accordance with the requirements set forth in the Notice .

4. Adequacy of Representation . The Co-Lead Counsel and Lead Plaintiff s

adequately represented the Settlement Class for purposes of entering into and implementing the

Partial Settlement and have fully and adequately represented the Settlement Class for purposes of

entering into and implementing the Partial Settlement and have satisfied the requirements of

Federal Rule of Civil Procedure 23(a)(4) .

5. Notice. The Court finds that the distribution of the Notice, the publication of the

Publication Notice, and the notice methodology : (i) were all implemented in accordance with

the Preliminary Approval Order; (ii) constituted the best practicable notice; (iii) constituted

notice that was reasonably calculated, under the circumstances, to apprise Settlement Class

members of the pendency of the Action, of the effect of the Partial Settlement including the

releases, of their right to object to the proposed Partial Settlement, of their right to exclude

themselves from the Settlement Class, and of their right to appear at the Settlement Hearing ; (iv)Y

~'F

were reasonable and constituted due, adequate, and sufficient notice to all persons or entitie s

entitled to receive notice ; and (v) met all applicable requirements of the Federal Rules of Civil

Procedure, the United States Constitution, (including the Due Process Clause), the Private

Securities Litigation Reform Act of 1995 (15 U .S .C. 78u-4, et seq.) (the "PSLRA"), the Rules of ry

the Court, and any other applicable law .a~.

6. Binding Effect. The terms of the Stipulation and of this Judgment shall b e

forever binding on Lead Plaintiffs and all members of the Settlement Class, as well as all of their

heirs, executors and administrators, predecessors, successors, affiliates (as defined in 17 C .F.R.

Part 210 .1-02.b) and assigns .

7, Final Settlement Approval. The Partial Settlement is hereby fully and finall y

approved as fair, reasonable and adequate , and Lead Plaintiffs and BAWAG are directed to

implement and consummate the Partial Settlement in accordance with the terms and provisions

of the Stipulation . The Court approves the documents submitted to the Court in connection with

the implementation of the Pa rtial Settlement .

S. Releases . The releases as set forth in paragraphs 2 through 4 of the Stipulation

(the "Release"), together with the definitions of Settled Claims, Se ttling Defendants' Claims,

Settling Defendants , and Released Plaintiff Parties are expressly incorporated herein in all

respects . The Release is effective as of the Effective Date and forever discharges, among other

things, the Settling Defendants from any claims of liability arising from or related to the Settled

Claims, and the Released Plaintiff Parties from any claims of liability arising from or related to

the Settling Defendants' Claims . The Settled Claims are hereby compromised, settled, released,

discharged and dismissed as against the Settling Defendants on the merits and with prejudice by

virtue of the proceedings herein and this Judgment . The Settling Defendants' Claims are hereby

compromised, settled, released, discharged and dismissed as against the Lead Plaintiffs and the

members of the Settlement Class on the merits and with prejudice by virtue of the proceedings

herein and this Judgment .

9. No Other Releases . Notwithstanding any release or other language that may be

contained in the Stipulation and Order of Settlement that may be entered by the Bankruptcy

Court or in any other document (including, but not limited to, any order issued by the

Bankruptcy Court for the Southern District of New York in connection with the separate

settlement reached between BAWAG and the Creditors' Committee) which purports to release or

otherwise extinguish or limit any claims that Lead Plaintiffs and/or members of the Settlement

Class have asserted or could assert against BAWAG (collectively, the "Bankruptcy Releases"),

the parties have agreed and this Court hereby orders that : (i) the Bankruptcy Releases shall be

fully effective on their terms, provided however, the Bankruptcy Releases shall not release the

claims of Lead Plaintiffs and/or members of the Class in this Action, which claims shall be

released only through this Judgment, and (ii) nothing shall preclude members of the Settlement

Class from receiving distributions from the Settlement or any future settlement in this Action and

receiving distributions from settlements reached between BAWAG and others in the Bankruptcy

Court, to the extent that those Settlement Class members have allowed claims as creditors or

interest holders of Refco.

10. Permanent Injunction . The Court permanently bars and enjoins (i) all

Settlement Class Members (and their heirs, executors and administrators, predecessors,

successors, affiliates (as defined in 17 C .F.R. Part 210.1-02,b) and assigns) from filing,

commencing, prosecuting, intervening in, participating in (as class members or otherwise), or

receiving any benefits or other relief from, any other lawsuit, arbitration or other proceeding or

order in any jurisdiction that is based upon, arises out of or relates to any Settled Claims; and (ii)

BAWAG and the Settling Defendants from filing, commencing, prosecuting, intervening in,

participating in (as class members or otherwise), or receiving any benefits or other relief from ,

any other lawsuit, arbitration or other proceeding or order in any jurisdiction that is based upon,

arises out of or relates to any Settling Defendants' Claims .

11 . Contribution Bar Order. The Court hereby bars all claims (a) by any person or

entity against the Settling Defendants for contribution arising out of the Action, and (b) by the

Settling Defendants against any person or entity for Contribution arising out of the Action, other

than a person whose liability has been extinguished by the Partial Settlement, each to the fullest

extent permitted by 15 U .S.C . § 78u-4(f)(7) and any other applicable law or regulation . Nothing

herein is intended to broaden the language of the Private Securities Litigation Reform Act of

1995 .

11 .5 . Complete Contribution Bar Order. The Court hereby bars all claims (a) by an y

person or entity against the Settling Defendants for contribution or indemnity arising out of or

related to the claims or allegations asserted by the Lead Plaintiffs in the Action (or any other

claim against the Settling Defendants where the injury to the Non-Settling Defendant is the Non-

Settling Defendant's actual or threatened liability to the Lead Plaintiffs and other Class

Members ), and (b) by the Settling Defendants against any person or entity for contribution or

indemnity arising out of or related to the claims or allegations asserted by the Lead Plaintiffs in

the Action, whether such claims, as to (a) and (b) above, arise under state, federal or foreign law

as claims, cross-claims, counterclaims, or third-party claims, whether asserted in the Action, in

this Court, in any federal or state court, or in any other court, arbitration proceeding,

administrative agency or other forum in the United States or elsewhere . In any lawsuit brought

by a putative member of the Class in the Action who has properly opted out of the Settlement (an

"Opt Out Action"), BAWAG will not contend that the bar orders provided in the Stipulation and

Judgment shall bar a claim over in the Opt Out Action by a Non-Settling Defendant . The

foregoing sentence pertains solely to the bar orders in the Stipulation and Judgment and has no

effect whatsoever on any release or bar order in any other proceeding or settlement agreement or

on any other defense or claim of the Settling Defendants .

11 .6 Judgment Reduction . Any final verdict or judgment that may be obtained by o r

on behalf of the Class or a Class Member against a Non-Settling Defendant or Non-Settling

Defendants shall be reduced by the greater of: (i) an amount that corresponds to the percentage

of responsibility of the Settling Defendants for common damages; or (ii) the amount paid by or

on behalf of the Settling Defendants to the Class for common damages .

12. No Admissions. Neither this Judgment, the Stipulation, nor any of their term s

and provisions, nor any of the negotiations or proceedings connected therewith, nor any of th e

documents or statement referred to therein shall be :

(a) admissible in any action or proceeding for any reason, other than an actio n

to enforce the terms of the Settlement or this Judgment ;

(b) described as, construed as, offered or received against the Settling

Defendants as evidence of and/or deemed to be evidence of any presumption, concession, or

admission by the Settling Defendants of the truth of any fact alleged by Lead Plaintiffs ; the

validity of any claim that has been or could have been asserted in the Action or in any litigation ;

the deficiency of any defense that has been or could have been asserted in the Action or in any

litigation; or any liability, negligence, fault, or wrongdoing of the Settling Defendants ;

(c) described as, construed as, offered or received against Lead Plaintiffs o r

any Settlement Class members as evidence of any infirmity in the claims of said Lead Plaintiffs

and the Settlement Class or that damages recoverable under the Amended Complaint would not

have exceeded the Settlement Amount ;

(d) described as, construed as, offered or received against any of the parties to

this Stipulation, in any other civil, criminal or administrative action or proceeding, provided,

however, that (i) if it is necessary to refer to this Stipulation to effectuate the provisions of this

Stipulation, it may be referred to in such proceedings, and (ii) if this Stipulation is approved by

the Court, the Settling Defendants may refer to it to effectuate the liability protection granted

them hereunder ; or

(e) described as or construed against the Settling Defendants or the Lead

Plaintiffs or any Settlement Class members as an admission or concession that the consideration

to be given hereunder represents the amount which could be or would have been awarded to said

Lead Plaintiffs or Settlement Class members after trial .

13 . Enforcement of Settlement . Nothing in this Judgment shall preclude any action

to enforce the terms of the Stipulation .

14. Claims Administrator' s Fees and Expenses . The Court retains jurisdiction to

consider an application by or on behalf of the Claims Administrator for an award of fees and

reimbursement of expenses relating to its implementation of the terms of the Stipulation and/or

any orders of this Court .

15. Attorneys' Fees. Co-Lead Counsel are hereby awarded attorneys' fees equal to

$ which the Court finds to be fair and reasonable . Co-Lead Counsel are not

seeking reimbursement of out-of-pocket expenses in connection with this Settlement .

16. Rule 11 Findings . The Court finds that all parties to the Stipulation and their

counsel have complied with each requirement of Rule 11 of the Federal Rules of Civil Procedure

as to all proceedings herein .

17 . Modification of Settlement Agreement. Without further approval from the

Court, Lead Plaintiffs and BAWAG are hereby authorized to agree to and adopt such

amendments, modifications and expansions of the Stipulation or any exhibits attached to the

Stipulation as : (i) are not materially inconsistent with this Judgment ; and (ii) do not materially

limit the rights of Settlement Class members under the Stipulation .

1$. Extensions of Time. Without further order of the Court, Lead Plaintiffs and

BAWAG may agree to reasonable extensions of time to carry out any provisions of the

Stipulation .

19. Retention of Jurisdiction. The Court has jurisdiction to enter this Judgment.

Without in any way affecting the finality of this Judgment, the Court expressly retains continuing

and exclusive jurisdiction over BAWAG and the Settlement Class members for purposes of the

administration, interpretation, and enforcement of the Stipulation and of this Judgment . The

Court further expressly retains continuing and exclusive jurisdiction over the Settlement Class

members for all matters relating to the Action .

X Dismissal of Action. The Action, which the Court finds was filed on a good fait h

basis against BAWAG in accordance with the PSLRA and Rule 11 of the Federal Rules of Civi l

Procedure based upon all publicly available information, is hereby dismissed as against BAWA G

only, on the merits and with prejudice as of the Effective Date, without fees or costs except a s

otherwise provided in this Judgment,

21 . Entry of Final Judgment. Because the Partial Settlement resolves all claims a s

to BAWAG in the Action, the Court finds that there is no just reason to delay the entry of thi s

Judgment as a final judgment as against BAWAG . Accordingly, the Court expressly directs th e

immediate entry of final judgment by the Clerk of Court, as against BAWAG only, pursuant to :N

Federal Rule of Civil Procedure 54(b) .

SO ORDERED this day of , 2007

THE HONORABLE GERARD E . LYNCHUnited States District Judge