-2- DECLARATION OF RICHARD D. McCUNE IN SUPPORT OF FINAL CLASS ACTION SETTLEMENT APPROVAL MOTION

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2 0 0 I, Richard McCune, declare as follows:. I am an attorney at law duly licensed to practice before all courts of the State of California and a shareholder with McCuneWright, LLP ( McCuneWright ). The following is based on my personal knowledge, and, if called as a witness, I could and would testify competently thereto.. I am a partner with McCuneWright. My firm is a -attorney firm located in Redlands, California that represents plaintiffs in consumer fraud class actions, product liability and other complex class action litigations in California and across the United States. I obtained my J.D. from the University of Southern California in June of and became a member of the California Bar in November of. I have more than twenty-seven years of litigation and trial experience and am AV rated. Over the last decade, I have focused my practice on representing consumers in class action litigation. Prior to that, I represented plaintiffs in a variety of complex litigation matters, with particular emphasis in product liability actions.. I have been appointed class counsel in numerous state and federal class actions. A significant part of my practice since 00 has been litigating the overdraft practices of financial institutions. In 00, I was class counsel against Bank of America in an overdraft class case that settled for $ million. In 00, I served as co-class counsel and co-trial counsel in a consumer fraud class action against Wells Fargo Bank, N.A., on behalf of over one million customers who had been improperly assessed overdraft fees. That trial resulted in a $0 million bench trial verdict, and a permanent injunction issued forbidding Wells Fargo Bank, N.A. from continuing to misrepresent their overdraft practices. From 00 to the present, I have been heavily involved in litigation against over banks in an overdraft MDL in the Southern District of Florida (In re: Checking Account Overdraft Litigation, MDL No. 0), that has generated over $ billion in settlements. I was appointed class counsel in a $ million settlement with Citibank, N.A. relating to their overdraft practices. I was appointed class counsel in a $. million settlement with Orange County s Credit Union relating to their overdraft practices. I am currently appointed co-lead counsel in an overdraft MDL against TD Bank, N.A. (In re: TD Bank, N.A., Debit Card Overdraft Litigation, MDL No. ). I am also currently involved in a number of active cases against state and national financial institutions related to their overdraft practices. --

3 0 0. In 0, I was class and trial class counsel in a consumer class action trial that resulted in a plaintiffs verdict on behalf of a class of California Correct Craft, Inc. boat owners. My firm and I have been appointed class counsel in certified class actions in a number of other consumer fraud class actions, including cases against Correct Craft, Gateway Computers, Kaiser Steel Retirees Benefit Trust, Bank of America, N.A., Hewlett-Packard, American Honda Motor Co., Mazda Motors of America, Inc., and JP Morgan Chase Bank, N.A.. I currently have been appointed co-lead counsel in one MDL, serve on two MDL executive committees, and have been appointed as one of two settlement class counsel in a fourth MDL. I was appointed by Central District of California Judge James V. Selna to the Plaintiffs Personal Injury and Wrongful Death Committee In re: Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation (MDL #). I am appointed by Southern District of New York Judge Kenneth M. Karas to the Plaintiffs Executive Committee In re: Ford Fusion and C-Max Fuel Economy Litigation (MDL#0). Central District of California Judge George H. Wu appointed me to serve as settlement class counsel in In re: Hyundai and Kia Fuel Economy Litigation (MDL #). I am currently appointed by South Carolina District Judge Bruce H. Henricks to serve as colead counsel In re: TD Bank, N.A. Debit Card Overdraft Fee Litigation. My usual hourly fee for lodestar contingency class action cases is currently $0 per hour.. In addition to my work, the primary attorney from McCuneWright, LLP who worked on this matter is (Eddie) Jae K. Kim (senior associate). Jae K. Kim obtained his B.A. from University of California, Berkeley in 00 before attending and graduating from Cornell Law School in 00. Since 00, Mr. Kim has worked at McCuneWright (or its predecessor firm Welebir & McCune). His practice has been exclusively representing Plaintiffs in complex litigation matters, with primary emphasis in consumer class action cases. Mr. Kim has had extensive experience in all aspects of financial consumer class cases ranging from drafting pleadings to trial work to appellate work. Mr. Kim s usual hourly fee for lodestar contingency class action cases is currently $00 per hour.. My partner, David Wright, also worked some hours on the case. David Wright obtained his J.D. from Pepperdine University School of Law in and was admitted to the California bar in. Following law school he was a law clerk to the Honorable Stephen S. Trott, United States Court --

4 0 0 of Appeals for the Ninth Circuit. Following his clerkship, he became an associate at Morrison & Foerster in Los Angeles, California. He left private practice in to become a criminal prosecutor in the United States Attorney s Office for the Central District of California. In 00, he joined Welebir & McCune where he concentrated his practice in representing clients in product liability failures. He became a named partner of McCuneWright in July 00. He obtained a trial verdict of $. million in a product liability injury case in 00, and a trial verdict of $ million in a breach of fiduciary duty case on behalf of a minority shareholder in 0. Mr. Wright's usual hourly fee for lodestar contingency class action cases is currently $0 per hour.. Vanessa Hooker performed legal clerk work on the case. Vanessa Hooker is a graduate of the University of California, School of Law. She was a judicial extern to the Honorable Dean D. Pregerson, U.S. District Court Judge in the Central District of California. She has worked as a law clerk for our firm since September, 0. Ms. Hooker's usual hourly fee for lodestar contingency class action cases is currently $00 per hour.. The case was staffed by Ann M. Smith, who is a long-term paralegal with McCuneWright. She has worked in the legal field for over thirty years. Since, her primary function has been the paralegal functions of propounding and responding to discovery, document review, investigation and research, pre-trial document management, exhibit preparation and trial support. Since, she has worked directly with me on the vast majority of cases I have handled, including consumer fraud class actions, breach of fiduciary duty class actions, insurance bad-faith, toxic torts, mass torts, vehicle defect class action, and many individual vehicle defect cases involving catastrophic injury or wrongful death. I have directly supervised her work in performing all paralegal tasks in those cases. On occasion, Ms. Smith s job can include aspects of legal assistant work. Ms. Smith does not bill for legal assistant work and all Ms. Smith s billing claimed in the subject case are for paralegal tasks. Ms. Smith s usual and customary paralegal hourly rate for lodestar contingency class cases for McCuneWright is currently $0 per hour. 0. McCuneWright has been active in all aspects of the case. That work included: investigating the claim; drafting the complaint; conducting legal research; opposing the multiplier demurrers; propounding discovery; responding to discovery; reviewing documents; taking depositions of --

5 0 0 Defendant s two corporate designee employees; taking the subpoenaed deposition of an employee from Defendant s third-party database consultant; assisting in defending Plaintiff s deposition; engaging and working with a database and damage expert to perform a damage analysis for mediation and settlement; working with co-counsel in developing case strategy; communicating with both the named and putative class members; mediating the case; and assisting class members in making claims. In addition, it is anticipated that McCuneWright will perform future work in editing the final approval motion, editing the attorney fee motion, attending the final approval hearing, and working with class members and objectors and defense counsel to implement and conclude the settlement.. McCuneWright also worked extensively and effectively with co-counsel The Kick Law Firm, APLC. The firms made every reasonable effort to prevent the duplication of work or inefficiencies that might have resulted from having multiple firms working on this litigation. Assignments have been made for specific tasks and activities so that it was clear which firm and personnel had primary responsibility for each task. Moreover, while Plaintiff s counsel held periodic group conferences throughout the course of the litigation, these conferences were kept to a minimum, were generally based on agendas prepared in advance, and were focused primarily on strategy issues, case updates, and the assignment of future work. By allowing counsel to coordinate their efforts and assign tasks in this manner, these periodic conferences contributed to the efficiency of plaintiffs litigation efforts and helped to avoid duplicative work.. With respect to the responsibilities and tasks assigned to McCuneWright in this litigation, McCuneWright took every reasonable effort to avoid inefficiencies or duplication of work. Appropriate attorneys and staff were assigned to specific tasks based on their respective experience levels and skills, and clear instruction was provided regarding who was responsible for each task. Moreover, where feasible, work was assigned to the lowest-billing timekeepers appropriate for the task in question.. For McCuneWright, I have been the principal attorney involved in all aspects of the case. While there was not a strict delineation between type of work, Eddie Jae Kim was principally involved in drafting the pleadings, responding to discovery, propounding discovery, mediation and preparing final approval filings. I had principal involvement in working with the taking of depositions, experts, mediation and court appearances. --

6 0 0. During the time that this litigation has been pending, McCuneWright has spent considerable time working on this litigation that could have been spent on other matters. Throughout the litigation, the active prosecution of this matter has consumed a significant amount of my billable time that could otherwise have been spent on other fee-generating work. In addition to a substantial amount of my time, this litigation has also required considerable work by the senior associate at McCuneWright that could have otherwise been spent on other fee-generating work.. The time that McCuneWright has spent on this litigation has been completely contingent on the outcome. McCuneWright has not been paid for any of its time spent on this litigation.. In connection with this litigation, the attorneys at McCuneWright have spent more than. hours. This figure was generated after reducing hours based on reasonable billing judgment. This information is derived directly from McCuneWright s time records, which are prepared contemporaneously and maintained by McCuneWright in the ordinary course of business.. McCuneWright sets its hourly rates according to prevailing market rates and has consistently been awarded fees according to those rates. McCuneWright exclusively represents clients on a contingent fee basis, both in class and individual cases. However, those rates are the minimum we would charge to accept employment on an hourly basis.. The following is the summary listing each lawyer for which McCuneWright is seeking compensation for legal services in connection with this litigation, the hours each individual worked on the case, and the lodestar based on the timekeepers current hourly rate. Timekeeper Position Hours Hourly Rate Lodestar Richard McCune Partner.0 $ 0 $ 0,.00 David Wright Partner. $ 0 $,.0 Jae K. Kim Senior Associate. $ 00 $,.00 Vanessa Hooker Law Clerk.00 $ 00 $,00.00 Ann Smith Paralegal.0 $ 0 $,.0 Total. $,

7 0 0. Based upon my experience with other class actions and complex matters, I believe that time expended by McCuneWright in connection with this litigation was reasonable in amount and contributed to the ultimate result achieved for the class. I anticipate that my firm will spend approximately an additional 0 hours in time and approximately $,000 in lodestar to conclude this litigation, assuming that the settlement is approved and no appeals are filed. 0. Attached hereto as Exhibit is a true and correct copy of the itemization of expenses incurred by McCuneWright in this matter. The following is breakdown of the expenses for which McCuneWright seeks reimbursement in this matter: Category Amount Court Filing and Service $,. Court Reporter $,.0 Expert Fees $,. Teleconference and Fed-Ex $. Travel $,0. Total $,.. The Court filing and service fees were fees paid to the court for filing expenses and document retrieval expenses and third-party process service fees for service and filing of documents. The court reporter costs were for taking the deposition of Defendant s witnesses, a third-party witness and the cost of the transcript for Plaintiff's deposition. The expert fees were for the expert, Arthur Olsen, who performed the damage analysis from the class data that was used for mediation and settlement distribution analysis. The teleconference and Fed-Ex costs were for the third-party costs of conference calls and overnight mail expenses. The travel expenses were air fare, hotel, rental cars, taxi parking for depositions, the mediation and court hearings.. The foregoing expenses were incurred solely in connection with this litigation and are reflected in McCuneWright s books and records as maintained in the ordinary course of business. These books and records are prepared from invoices, receipts, expense vouchers, check records and other --

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