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Joseph J . Tabacco, Jr . (75484)Christopher T. Heffelfinger (118058)BERMAN DeVALERIO PEAS E

TABACCO BURT & PUCILLO425 California Street, Suite 202 5San Francisco, California 94104-2205Telephone: (415) 433-3200Facsimile : (415) 433-638 2

Liaison Counsel for Lead PlaintiffConnecticut Retirement Plans and Trust Fundsand Counsel for Intervenor OklahomaFirefighters Pension and Retirement System

Barbara J . HartJonathan M. PlasseAnthony J . HarwoodMichael StockerJon AdamsLABATON SUCHAROW & RUDOFF LLP100 Park AvenueNew York, New York 10017-5563Telephone: (212) 907-0700Facsimile: (212) 818-0477

Lead Counsel for Lead PlaintiffConnecticut Retirement Plans and Trust Funds

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

IN RE JDS UNIPHASE CORPORATIONSECURITIES LITIGATION

Master File No. C 02-1486 CW

CLASS ACTION

DECLARATION OF JON ADAMSIN OPPOSITION TO THEMOTION OF THE JDSDEFENDANTS FOR A SPECIALMASTER

Date: February 21, 2005Time: 10:00 a.m .Courtroom : Courtroom 2, 4th FloorBefore : Hon. Claudia Wilken

DECLARATION IN OPPOSITION TO MOTION FOR SPECIAL MASTER

Nlastcr File No . C 02-1486 CW

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I, JON ADAMS, declare as follows pursuant to 28 U .S .C. § 1746 :

1 . I am an associate with the law firm of Labaton Sucharow & Rudoff LLP,

Lead Counsel for Lead Plaintiff Connecticut Retirement Plans and Trust Funds ("Connecticut" )

in the above-referenced action .

2. I respectfully submit this declaration in support of Connecticut's

Opposition to the Motion of the JDS Defendants for a Special Master .

3 . The Defendants have presented a grossly misleading picture of the

circumstances surrounding the deposition of Peter Heywood .

4. Peter Heywood writes for Light Reading, a publication that interviewe d

former JDS CEO Kevin Kalkhoven during the Class Period .

5 . After Peter Heywood interviewed Kevin Kalkoven, he wrote an article

dated May 31, 2001, attached hereto as Exhibit A, stating Kalkhoven "managed to engineer his

departure from JDSU at a choice moment -- a few months before everything optical started goin g

sour (a development that he says he also saw coming) . "

6 . Peter Heywood lives and works in London .

7. On December 12, 2005, counsel for Connecticut was notified suddenly

that the (previously unknown) author of the article was Peter Heywood, and that Mr . Heywood

would be in New York the following Thursday, December 15, 2005, and possibly not again fo r

six months .

8 . Lead Counsel immediately notified Defendants by email, phone, and fax

of Mr. Heywood's sudden and unexpected presence in New York, offering every

accommodation . (See Exhibit B, attached hereto) .

9. The only "accommodation" Defendants would consider was reschedulin g

the deposition for May 2006 in the United States, if Mr . Heywood returned .

10. Defendants purported to be unavailable for two months into the future to

I reschedule the deposition in London .

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11 . Lead Counsel did not believe it was fair or reasonable to postpone the

Heywood deposition when Mr . Heywood would be right there in New York, had agreed to the

deposition, and would soon be in a foreign country where it would be difficult and unnecessarily

costly to serve him with a subpoena and depose him .

12. Defendants moved by surprise to quash the Heywood subpoena in the

Southern District of New York, providing Lead Counsel with less than 30 minutes notice of a

hearing on the subpoena before Judge Scheindlin .

13. Judge Scheindlin denied Defendants' motion to quash the subpoena, by

Order attached hereto as Exhibit C, agreeing with Connecticut that under the circumstances it

was completely reasonable to determine what the witness knew, and that the parties should not

have to fly to London to determine if the witness had knowledge of representations by Kevi n

Kalkhoven .

14. Despite their representations to the contrary, Defendants had no trouble

staffing the deposition with six lawyers: three from California who flew to New York and

appeared the following afternoon at 2 p .m. (11 a .m. California time : another accommodation),

and three appearing by telephone .

I declare under penalty of perjury under the laws of the State of California that

foregoing is true and correct . Executed at New York, NY on January 31, 2006 .

Jon Adams

3

EXHIBIT A

Light Reading - The Top Ten Movers and Shakers in Optical Networking - Telecom Page 1 of 4

4• • TOP 1 0

JANUARY 30, 2006

C0lr ^r r U1, L,~,.,J OG IN HEI.I€

"" Ist 1 'Go to a section I G01

Home > Ton 1

Discuss Print Email License content d,,I Reprint Article Past Year

The Top Ten Movers and Shakers in Optical rF I E;~~~ M~ ~Networking

CciJ' _rrr HEARING THIS SSYME

ErR RL ETEF„~ R5 Q'4LY

r „i..No. 7 i'

Kevin Kalkhoven , InvestorMAY 31, 200 1

The Comeback Kid h ' > . .

Click here to view Figure 12 .

Kevin Kalkhoven is the first to extricate himself from the dreaded Has-Been Bin and get a second term as a y , ~rMover and Shaker . ( Noam Lotan take note : It can be done . )

Kalkhoven was binned after he quit his job ADVERTISEMENTas CEO of JDS Uniohase Inc . (Nasdaq :JDSU - message board ; Toronto : JDU) lastMay and disappeared into the sunset, `""talking about restarting his motor- racingcareer and doing more flying , skiing, an dscuba diving . bit YourHe ended doing all of those energetic-sounding things and taking another crack at Fibre Channel Test ~ ~- to ibeing a big gun. And although it's way too newsearly to say whether Kalkhoven is goingto o updatesucceed , you've got to wonder at hi spendulous spheroids. fro m

LightKalkhoven 's first crack at being a big gun Readingproved astoundingly successful . He and his rpals at Uniphase, a boring gas laser maker,recognized the need for an independen tmanufacturer of optical components and set 110 rout on a worldwide acquisition binge toachieve that goal . I IV'

IDAAs we all now know , Kalkhoven succeeded MUILTIMEDIA

in a very big way . He also managed to Story Graphicsengineer his de parture from JDSU at a Click thumbnails for full-size image .choice moment - a few months before

TABLE 1IuRE 4 rteverything optical sta rted going sour (a Top 10 Carl Russodevelopment that he says he also saw Movers andcoming ) . Shakers

Now, Kalkhoven' s back on a positivetrack, DATE: 1/31/2006saying that telecom access networks are FIGURE 1 FIGURE 5 EVENT: Monitoring Servicegoing to undergo a revolution in the next Ayyyyy! Pat Quality in IMS Environmen t

http://www.lightreading .comldocument.asp?site=lightreading&doc_id=5414&page_number=8 1/30/2006

Light Reading - The Top Ten Movers and Shakers in Optical Networking - Telecom Page 2 of 4

five years . And he's pu tting his money Nettles MORE INFO

where his mouth is, by founding and DATE : 21312006investing in startups developing EVENT : Migrating Mobiletechnologies in this field (see Kal khoven 's Services to a Uni fied IPFive-Year Plan). Infrastructure

FIGURE 8 FIGURE 10 MORE WE

So far, his investments include BlazeGreg DATE : 2/712006

Network Products Inc . (which is alreadyMumford " EVENT : Maintaining a

OEMing components to Cisco Systems Inc . Profitable Wirelesshilz Network"(Nasdaq : CSCO - messageboard) in an

unannounced deal), lolon Inc . , InnovanceMQRE INFO

Networks , and WaveSplitter Technologies FIGURE 24 FIGURE 29 DATE : 2/9/2006Inc . Others are in the pipeline .

JamesWei EVENT: Cutting Opex inOptical Networks

When Kalkhoven told Light Reading about,'~' Y«EF MORE INF O

his plans in April, he drewa pretty skeptical~response from users of this site . One of FIGURE 11 FIGURE 25 W~ . ..them noted that JDSU is now having to David The Othe r"amputate " some of Kalhoven's Huber - One s ~ ; ~r$"mistakes " (see ,~a huhe ) . Another charge dKalkhoven with indulging in "a big ego play"that failed to recognize today 's totallydifferent business climate (see dreaming FIGURE 12 FIGURE 1 3away). Kevin Milton "

Kalkhoven Chang DATE : Tuesday , April 25,

"I wish I'd kept my mouth shut now," 2006

LOCATION : Excel 1=xhibitioiKalkhoven said recently ( by chance, he N Center

honed Light Reading as this was bein: EEVEN

TVENT : Ethernet Expo :P 9' 9 EVENT,

written) . Au contraire, we say . Let it all hang 14 FIGURE 17RE I FOEurope

g Dan Smith Wu-Fu Chen MO

RE l_N FOout . MOREMORE EVENT S

FIGURE 18 FIGURE 27Vinod Matt Bross (I, GLOBALCO1"1M2 J fKhosla '

k a

FIGURE 26 FIGURE 19 DATE : Tuesday , FebruaryThe Noam Lotan r 07, 2006party's u„+ t' LOCATION: Wes ti n Timesover Square, New York

EVENT: Demystifying theComplexities Inherent in I P

FIGURE 20 FIGURE 3 ConvergenceRich Come to "►- SPEAKER: BuddhadebMcGinn think of Basu , Vice President,

it, where Product Management,

is Waldo? Global Crossin gMORE INFQ

FIGURE 21 FIGURE 6MORE EVENTS

Wendell "A good -,Weeks catchword r!""" ` Fs ,

ca n

obscure . . .

FIGURE 22 FIGURE 9Pete rLothberg

FIGURE 28 FIGURE 15Gold MustafaMining Moustaches

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FIGURE 16 FIGURE 30

h ttp://wwwlightreading . com/document .asp?site=lightreading &doc_id=5414&page_number--8 1/30/2006

EXHIBIT B

LabatonSucharow

JON ADAM S

Direct dial : (212) 907-0866Direct Fax : (212) 883-706 6

jada ms(a)gl rslaw .co m

December 12, 200 5

VIA FEDEX, EMAIL AND FACSIMILE 415-268-75221415-772-626 8

Philip Besirof, Esq .Morrison & Foerster LLP425 Market Stree tSan Francisco, California 94105-248 2

Howard S. Caro, Esq .Heller Ehrman White & McAuliffe LLP333 Bush StreetSan Francisco, California 9410 4

Re: In Re: JDS Uniphase Securities Litigation

Dear Philip and Howard :

We were just notified that Peter Heywood of Light Reading would be in town fromLondon and available for deposition beginning Thursday, December 15, 2005, at 2 p .m . EST .We are further notified that Mr. Heywood will probably not be back in the United States for 6months if we miss this date and time, and have no guarantee that he would be here 6 monthsfrom now .

We are on similar footing as you, having just received notice ourselves, and wish to worktogether to address any inconveniences that circumstances have created . We are mindful ofthe short notice and also wish it could be otherwise . I will call immediately to discuss anyaccommodations we can make depending on whether you would like to appear by phone orsend someone from either of your New York offices . If am unable to reach you please call orwrite back so we can meet and confer and work together to maximize your convenience despitethe circumstances .

Very truly yours ,

Jon Adams

www. labaton .com LABATON SUCHAROW & RUDOFF LLP 1 100 PARK AVENUE I NEW YORK, NY 10017 I T 212-907-0700 1 F 212-818-0477

Adams, Jon

From : Adams, JonSent : Monday , December 12, 2005 9 :36 PMTo: 'PBesirof@mofo .com' ; 'howard .caro@heiierehrman .com 'Cc : Harwood , Anthony J .Subject : Re: JDS Uniphase

Dear Philip ,

We first learned only today that Mr . Heywood was even going to be in this country . Wewere as surprised as you to learn this, and are on equal or lesser footing than Defendantsbecause of the short time to prepare the direct examination . I contacted you with thisinformation even before sending out the subpoena documents because of the unusualcircumstances .

Please let me assure you Lead Plaintiff was told this date unilaterally, had no role inthe presence of Mr . Heywood in this country, and that there is no pattern of giving shortnotice . Of the other two non-party witnesses, no objection was made for Mr . Hichwa, andyou were silent until Court on Wetherill . We only learned in Court of your objectionbased on holiday schedules . Lead Plaintiff has no intention of noticing depositions onsuch short notice, and in fact has given at least 10 days in all other cases - more timethan even Defendants have given for deposition notices .

We share your sentiment that we address the factual merits of this case, and ask for yourunderstanding of these unusual circumstances as we work together to progress in discovery .I am at your disposal to assist in any convenience I may offer as we are both faced withthese difficult circumstances .

I called both you and Howard today to discuss the circumstances . Would there be aconvenient time tomorrow to talk and discuss how we can minimize any inconvenience whilestill having the opportunity to find out what facts Mr . Heywood knows about the case ?

Sincerely,

Jon

-----Original Message -----From : Besirof, Philip T . <PBesirof@mofo .com>To : Adams, Jon <jadamsnlabaton .com> ; howard .caro@hellerehrman .com<howard .caro@hellerehrman .com>CC : Harwood, Anthony J . <aharwood@labaton .com>

Sent : Mon Dec 12 19 :21 :04 200 5Subject : JDS Uniphas e

Jon :

This acknowledges receipt of your email and fax copy of the subpoena to Peter Heywood .We are very surprised by the extraordinarily short notice provided to us regarding thedeposition . We are working to determine whether we will be able to arrange for coveragethis Thursday and will let you know as soon as we have made that determination .

In the meantime, we are concerned by Plaintiffs' pattern of giving very short noticeregarding depositions . When did Plaintiffs' counsel first contact Mr . Heywood regardinghis deposition?

1

Philip

Philip T . Besirof Morrison & Foerster LLP 1 425 Market Street San Francisco, CA 94105

Voice 415 .268 .6091 Fax 415 .268 .7522

-----original Message-----From : Adams, ion [mailto : jadams@labaton .com]

Sent : December 12, 2005 1 :59 PM

To : Besirof , Philip T . ; howard .caro@hellerehrman .comCc : Harwood, Anthony J .Subject : JDS Uniphase / Heywoo d

Dear Philip and Howard :

We were just notified that Peter Heywood of Light Reading would be in town fromLondon and available for deposition beginning Thursday, December 15, 2005, at 2 p .m . EST .We are further notified that Mr . Heywood will probably not be back in the United Statesfor 6 months if we miss this date and time, and have no guarantee that he would be here 6months from now .

We are on similar footing as you, having just received notice ourselves, and wish towork together to address any inconveniences that circumstances have created . We aremindful of the short notice and also wish it could be otherwise . I will call immediatelyto discuss any accommodations we can make depending on whether you would like to appear byphone or send someone from either of your New York offices . If am unable to reach youplease call or write back so we can meet and confer and work together to maximize yourconvenience despite the circumstances .

Very truly yours ,

Jon Adams

Jon Adams, Esq .Labaton Sucharow & Rudoff LLP

100 Park Avenue

New York, NY 10017jadams@labaton .com

(212) 907-0866

Please note that my email address has changed-

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This electronic message contains information that is (a) LEGALLY PRIVILEGED,PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY LAW FROM DISCLOSURE, and (b) intended

only for the use of the Addressee(s) named herein . If you are not the Addressee(s), or theperson responsible for delivering this to the Addressee(s), you are hereby notified thatreading, copying, or distributing this message is prohibited . If you have received thiselectronic mail message in error, please contact us immediately at 212-907-0700 and takethe steps necessary to delete the message completely from your computer system . Thank you .

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2

EXHIBIT C

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YOR K- ----------------------------------------------------x

Civil Action No. M-85

(Pending in the United StatesIn Re JDS Uniphase Corporation District Court for the NorthernSecurities Litigation . District of California, Master Fil e

No. C 02-1486 CW)

ORDER

------------------------------------------------------ xSHIRA A. SCHEINDLIN, U .S.D.J. :

Upon reviewing the motion of Defendants JDS Uniphase Corporation ,

Jozef Strus, Anthony R. Muller, and Charles J . Abbe to quash the subpoena to Peter

Haywood, and the lead plaintiff" s opposition, the motion to quash the subpoena i s

hereby denied. The deposition of Peter Haywood shall proceed on December 15 a s

scheduled. However, depending on the testimony given by the deponent, this Cour t

will consider a motion to continue the deposition. Indeed , the Court will favor such a

continuance if Mr. Haywood has relevant information or materials that counsel coul d

not review in advance of the December 15 deposition .

i

Shira A.U.S .D.J.

Dated: New York, New YorkDecember 14, 2005

SO ORDERED :

W

- Appearances -

For Plaintiffs :

Tony Harwood, Esq.Barbara Hart, Esq ,LABATON SUCHAROW & RUDOFF LLP100 Park AvenueNew York, New York 100 17-556 3

For Defendant Kevin Kalkhoven:

Daniel Edelman, Esq.HELLER EHRMAN LLP7 Times SquareNew York, New York 10036

Harold Caro, Esq .HELLER EHRMAN LLP333 Bush Stree tSan Francisco , California 94104

For Defendant JDS Uniphase :

Jamie Levitt, Esq .MORRISON & FOERSTER LLP1290 Avenue of the AmericasNew York, New York 10104

Terri Garland, Esq .Philip Besirof, Esq.MORRISON & FOERSTER LLP425 Market' Stree tSan Francisco, California 94105-2482