BRAD SELIGMAN (SBN 083838) JOCELYN D. LARKIN (SBN 110817) THE IMPACT FUND 125 University Avenue Berkeley, CA 94710 Telephone: (510) 845-3473 Facsimile: (510) 845-3654	JOSEPH SELLERS CHRISTINE WEBBER COHEN, MILSTEIN, HAUSFELD & TOLL West Tower – Suite 500 1100 New York Avenue Washington, D.C. 20005-3964 Telephone: (202) 408-4600 Facsimile: (202) 408-4699
IRMA D. HERRERA (SBN 98658) DEBRA A. SMITH (SBN 147863) EQUAL RIGHTS ADVOCATES 1663 Mission Street, Suite 250 San Francisco, CA 94103 Telephone: (415) 621-0672 Facsimile: (415) 621-6744	STEPHEN TINKLER MERIT BENNETT TINKLER & BENNETT 309 Johnson Street Santa Fe, New Mexico 87501 Telephone: (505) 986-0269 Facsimile: (505) 982-6698
SHEILA Y. THOMAS (SBN 161403) EQUAL RIGHTS ADVOCATES 5260 Proctor Avenue Oakland, CA 94618 Telephone: (510) 339-3739 Facsimile: (510) 339-3723	DEBRA GARDNER PUBLIC JUSTICE CENTER 500 East Lexington Street Baltimore, MD 21202 Telephone: (410) 625-9409 Facsimile: (410) 625-9423
STEVE STEMERMAN (SBN 067690) ELIZABETH LAWRENCE (SBN 111781) DAVIS, COWELL & BOWE 100 Van Ness Avenue, 20^th Floor San Francisco, CA 94102 Telephone: (415) 626-1880 Facsimile: (415) 626-2860 Attorneys for Plaintiffs	SHAUNA MARSHALL (SBN 90641) HASTINGS COLLEGE OF THE LAW 200 McAllister Street San Francisco, CA 94102 Telephone: (415) 565-4685 Facsimile: (415) 565-4854

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

BETTY DUKES, PATRICIA SURGESON, CLEO PAGE, CHRISTINE KWAPNOSKI, DEBORAH GUNTER, KAREN WILLIAMSON AND EDITH ARANA, on behalf of themselves and all others similarly situated, Plaintiff, vs. WAL-MART STORES, INC., Defendant

Case No. C-01-2252 MJJ DECLARATION OF TINA HERNDON IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

I, Tina Herndon, declare,

1. I make this declaration on the basis of my personal knowledge and, if called as a witness, could and would testify competently to the facts in it.
2. I began working at Sam’s Club in 1988 as an assistant manager when Sam’s Club bought out Price Savers where I had worked as an assistant manager for six months. I came to Price Savers with four years of experience as an assistant manager at K-Mart and a bachelor’s degree in marketing from the University of Dayton. I worked at ten Sam’s Clubs stores in five states (Illinois, Indiana, Kentucky, Ohio and North Carolina) until I left the company in April 2001.
3. After four years as Assistant Manager in five clubs (three in Cincinnati, Ohio; Raleigh, North Carolina; and Florence, Kentucky), I was promoted to co-manager and transferred to the Streamwood, Illinois club in November 1991. In May 1992, I was promoted to general manager and transferred to the Merrillville, Indiana club. I consistently received average and above average reviews and had no coachings during that time. Director of Operations Gary Dawes wrote in my March 1993 evaluation, “I am very comfortable with Tina and feel she will continue to grow with her assignment over the next year … Tina has excelled in many areas this past year, and has many fine management qualities.” Attached hereto as Exhibit A is a true and correct copy of my March 1993 Management Evaluation Form.
4. In 1994, I was transferred to the Gurnee, Illinois club where I worked as General Manager until 1998. I became pregnant in 1998 and soon after I told District Manager Dale Green (male) that I was pregnant, I was coached for store shrinkage. This was the first coaching I had received in ten years with this company. One week before my scheduled pregnancy leave, I was demoted by District Manager Green to assistant manager for “poor organization skills.” I had never been coached or spoken to about my organizational skills prior to this demotion. I was replaced by a male, Bob Miller, who had worked with the company for less time than I had and who did not have a marketing degree. When I returned from my leave of absence, I was told I had been relocated to the North Lake, Illinois club.
5. For the next year and a half, I did all that I could to work my way back up to Co-Manager or General Manager. I repeatedly told District Manager Green that I was interested in promotion. He told me that if I worked hard and improved in certain areas I would be considered for a promotion. I worked hard to improve and my evaluations reflected that I had addressed the problem areas Green had identified. During that time, eight co-manager positions opened. I was never considered for any of the positions and all but one were filled by men. None of the positions were posted. Two of those positions were offered to Brian [Last Name Unknown] and Orences Christian, both of whom had less experience than me with Sam’s Club and who did not have marketing degrees. In fact, Brian [Last Name Unknown] had worked under me as the Front End Area Manager and my assistant when I was the General Manager at the Gurnee club. When I was passed up, I spoke with District Manager Green and he told me that my General Manager, Keith Lowe, had recommended me. Lowe confirmed this, but told me that Regional Vice President Don Hitt made the final decision about whom to promote based on those recommendations and had not chosen me. This process confirmed my understanding that the Regional Vice Presidents met weekly in Bentonville to discuss and select candidates for general manager and co-manager positions. In addition, I wrote in my 1999 evaluation that “I feel ready to be promoted to a Co-Manager or General Manager position. It is very discouraging to see less qualified individuals get promoted over me.” Attached hereto as Exhibit B is a true and correct copy of my April 1999 Sam’s Club Performance Appraisal for Merchandise Manager. Director of Operations Brian Collins told me to “wait for my time,”
6. Finally, in July 1999, I was promoted to Co-Manager at the Northlake club. Ths opening was not posted but I found out about it when I learned that the current Co-Manager was being promoted. I told Director of Operations Collins that I was interested in the position and he gave me the promotion.
7. In July 2000, I was transferred to the Evanston, Illinois club. In April 2001, while on maternity leave, I requested extended leave for medical reasons. District Manager Miller told me that I would be terminated if I did not return to work. Because I was denied extended leave and was too sick to return, I felt I had no choice but to resign from the club. After working hard for more than 12 years at Sam’s Club, I did not want my records to indicate that I was terminated.
8. I observed in each of the stores I worked in that women were more often assigned to the clothing department and men to the meat department, which pays more. I also observed that more men were assigned to the night shift, which generally pays $1.00 more than the day shift.

I declare under penalty of perjury of the laws of the United States and of the State of Illinois that the foregoing is true and correct.

This declaration was signed by me on _____________, 2003 at Waukegan, Illinois.

______________________________

Tina Herndon