Adv. Pro. No. 08-01789 (BRL) SIPA LIQUIDATION (Substantively Consolidated)

IRVING H. PICARD, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff,

Adv. Pro. No. 09-1503 (BRL)


WHEREAS, on October 2, 2009, Irving H. Picard, Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (“Plaintiff”), commenced this action against Peter B. Madoff, Mark D. Madoff, Andrew H. Madoff, and Shana D. Madoff; WHEREAS, Shana Madoff denies any liability or culpability for the allegations in Plaintiff’s Complaint; WHEREAS, Plaintiff seeks restrictions on Shana Madoff’s ability to use her assets or incur additional liabilities pending the outcome of this action; WHEREAS, Shana Madoff disputes that Plaintiff is entitled to such restrictions, but recognizes that the potential costs and expenses of the instant dispute could prove substantial, and Plaintiff and Shana Madoff desire to avoid the costs and uncertainties of litigation; WHEREAS, Plaintiff and Shana Madoff agree that by entering into this Consent Order neither party may be interpreted as, construed as, or deemed to be making any admission with regard to any claim asserted in Plaintiff’s Complaint or any defenses or counterclaims thereto; IT IS HEREBY ORDERED, STIPULATED, AND AGREED among the parties on this 5th day of February 2010 as follows: 1. Except as permitted: (i) elsewhere in the terms and conditions of this Order, or as necessary to make payments required or permitted elsewhere in this Order; or (ii) as otherwise agreed to in writing by Plaintiff; or (iii) by further Order of this Court, Shana Madoff, her agents, servants, employees, attorneys, and all those acting in concert or participation with any of them, (except that this is not intended to apply to financial institutions or representatives thereof engaged in banking transactions in the ordinary course and as permitted elsewhere in this Order) 2

shall not transfer, sell, assign, pledge, hypothecate, encumber, dissipate, or move in any manner, or cause to be transferred, sold, assigned, pledged, hypothecated, encumbered, dissipated, or moved in any manner, any property or other interest belonging to, owing to, under the control of, or in which Shana Madoff has a beneficial ownership interest, either directly or indirectly (the “Property”), however, the restrictions described in this paragraph are not intended to, and shall not operate to, restrict any property or interest belonging to, owing to, or under the control of Shana Madoff’s husband, Eric Swanson (“Swanson Property”). Shana Madoff hereby represents that, except as permitted elsewhere in this Order, there have been no transfers, at any time, of any assets or property belonging to Shana Madoff, to Eric Swanson, with a value in excess of $1,000. 2. Shana Madoff shall be authorized to take and shall take all legitimate, necessary, and reasonable steps to preserve and maintain the market value of the Property, both real and personal, that is subject to depreciation, deterioration, and dissipation (normal wear and tear excepted), including, but not limited to: paying in a timely manner all current and continuous obligations relating to the Property, including mortgage and loan payments, fees, insurance premiums, necessary maintenance, and assessments; keeping the Property in good condition and free of hazards; exercising the best efforts to maintain sufficient insurance, and not removing or causing to be removed from the Property any fixtures or any personal property (except for in the normal course) with an aggregate value in excess of $1,000. 3. Shana Madoff shall not incur any debt, obligation, or other liability, directly or indirectly, beneficially or otherwise, beyond $1,000 without the prior written approval of the Plaintiff, except for the ordinary use of credit cards and as permitted elsewhere in this Order or in any other Order of this Court. 3

4. Within thirty days of the entry of this Order, Shana Madoff shall provide to Trustee’s counsel a financial disclosure, in the form attached hereto as Exhibit A; this financial disclosure to be updated whenever there has been a material change in her financial condition (other than as reported in the monthly report pursuant to paragraph 7 of this Order). 5. This Order shall not apply to limit or prohibit Shana Madoff from incurring or paying: (i) all legitimate, necessary, and reasonable legal and accounting expenses and fees incurred on her or her immediate family’s behalf in the ordinary course, including but not limited to those incurred in connection with this litigation or any other actual or threatened investigation, litigation, or proceeding relating to Bernard Madoff or Bernard L. Madoff Investment Securities LLC, however, such expenses and fees shall not be permitted with respect to the Swanson Property; (ii) actual and necessary medical expenses of Shana Madoff and her immediate family, and for the continuation of existing medical insurance on behalf of Shana Madoff and her immediate family; and (iii) federal, state, and local tax obligations of any kind which are imposed on Shana Madoff or her immediate family, excluding any such tax obligation imposed upon the Swanson Property. 6. In addition to any payments permitted by Paragraphs 2 and 5, Shana Madoff shall be permitted to incur and pay legitimate, necessary, and reasonable living expenses, including food, housing, utility, tuition, transportation, and entertainment expenses in an amount not to exceed the amount set forth in the confidential side letter hereto without the prior written approval of the Plaintiff. 7. Shana Madoff shall provide to Plaintiff, on a monthly basis beginning no later than the fifteenth day of each month after entry of this Order, an accounting of all expenses, however, the monthly accounting need only include an aggregated total for categories of expenditures over 4

$500. 8. Nothing herein shall prevent either party from seeking a lifting or modification of this Order with approval of the Court. The parties agree that this Order shall not be construed as any admission of liability by any party, nor shall this Order create any presumption or in any way affect the ability of a party to seek and obtain any relief. 9. For the avoidance of doubt, nothing herein is intended or should be construed to: (i) grant Plaintiff any right, title, or interest in the Property or any assets of Shana Madoff; or (ii) affect Plaintiff’s contention that the property and assets of Shana Madoff constitute customer property. 10. Shana Madoff shall: (i) maintain documentation of all her individual expenditures in excess of $500 with credit card statements, bank records, checks, invoices, and any other such documentation necessary to demonstrate the legitimacy, necessity, reasonableness, date, amount, and receipt of such payments; (ii) shall provide such records to the Plaintiff upon request; and (iii) shall pay for such expenses in a manner other than cashier’s checks, money orders, or drafts.


11. Plaintiff shall keep confidential all financial accountings, reports, documents, and information provided by Shana Madoff to Plaintiff pursuant to this Order and Plaintiff shall not share such information with any third party, including but not limited to any other customer of Bernard L. Madoff Investment Securities LLC absent Shana Madoff’s prior written consent or further Order of this Court. Dated: New York, New York February 4, 2010


__/s/ Marc Hirschfield____

_2/4/10__ Date

SHANA D. MADOFF __/s/ Shana D. Madoff____ SO ORDERED: Dated: New York, New York February 5, 2010 /s/Burton R. Lifland_____________ HONORABLE BURTON R. LIFLAND UNITED STATES BANKRUPTCY JUDGE _2/3/10_ Date


EXHIBIT A - Financial Disclosure Form


Accounts at Financial Institutions Institution and Account Type Current Balance

2. 3. 4.

Annualized Gross Income: Safe Deposit Boxes: Partnership and Business Ownership Interests Entity Name Current Value (Estimate) Loan Amount

5. 6.

Life Insurance Policies Real Property Address Date Purchased Purchase Price Current Value (Estimate) Loan Balance


Vehicles Description Date Purchased Current Value (Estimate)


Personal Assets Description Current Value (Estimate)


Accounts or Notes Receivable 7

10. 11.

Claims Accounts or Notes Payable Lender Date Issued Maturity Date Amount Interest Rate


Contingent Liabilities Case Name and Index Number Court

I have completed this financial disclosure form in a good-faith effort to accurately set forth my assets and liabilities as of this date. I am not aware of any property, assets, interests, or liabilities as of this date other than what is set forth herein. The information contained herein is based on account statements and other documents where available, and on memory or estimation where documents where not available. The estimated values of certain assets do not purport to be reliable accurate values of what these assets might sell for in today’s market; they are good faith speculative guesses and no more. The submission of this form does not constitute and is not intended to constitute an admission of any liability or culpability of the undersigned or a waiver of any privilege, immunity, or defense. I have made this financial disclosure at the request of Baker Hostetler, LLP (“BH”) for the purpose of informing the Trustee of Bernard L. Madoff Investment Securities LLC of my present financial condition in connection with claims asserted against me in the action filed by the Trustee on May 1, 2009 entitled Picard v. Peter B. Madoff, Mark D. Madoff, Andrew H. Madoff, and Shana D. Madoff, Adv. Pro. No. 09-1503-BRL. I know that BH’s acceptance of this disclosure will be in reliance upon the accuracy of the statements and representations made herein.

Date: ____________

By: Shana D. Madoff