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 ANGELA HORTON IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

I, Angela Horton, 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 was an employee of Sam’s Club from October 1996 until I left the company in July of 2000. In my nearly four years at Sam’s Club, I worked in six different stores in two states (Minnesota and Wisconsin). Before joining Sam’s Club, I was a petroleum lab specialist in the Wisconsin Army National Guard for five years while working in several different jobs, including as a child care provider and health aide.
3. At Sam’s Club, my goal was to become a Fresh Area Assistant Manager. Fresh Area Assistant Managers are responsible for maintaining inventory level and product standards in the department, supervising and training workers, and ensuring compliance with sanitation requirements. I encountered repeated roadblocks in achieving this goal, including poor treatment by management, delayed entrance into the Management in Training program, and, once in that program, inadequate training on skills critical to running a Fresh Area department. When I finally obtained the position, I learned that I was paid substantially less than similarly-situated males. I was scapegoated for poor decisions made by the male General Manager. Ultimately, I left Sam’s Club because of the poor management practices, which I believed endangered public health.
4. I was hired as a part-time produce/stocker in the Onalaska, Wisconsin club, making $6.00 an hour. After two months, I was promoted to a full-time team leader, where I remained for 16 months. During that time, I asked for forklift training in order to improve my job efficiency, but was told by Tim [Last Name Unknown], who ran the forklift and did the training, that I was too short and would not be able to see over the steering wheel. I protested to Meat Manager Ben Spanjers, who told me “he has a point, Ang.”
5. In late Winter 1997, the “Spirit Committee,” one of the company-sanctioned, employee-led committees to improve morale, hired a stripper for General Manager Jeff Marmer’s birthday. The stripper performed in the store in front of all the employees and managers during the mandatory morning staff meeting, stripping down to her bra and panties while dancing to music and mixing a cake on his lap. Although I felt the stripper was inappropriate and I was embarrassed by the display, I did not use the Open Door policy to protest this incident because I had overheard Meat Manager Spanjers call the women who did complain about the stripper a “bunch of whiners.” I was afraid of being labeled a whiner, facing possible retaliation, and hurting my chances for promotion.
6. At my six-month review in March 1997, I wrote as my goals to “increase overall knowledge and skills within Fresh Department; advance to higher level of responsibility within merchandising or buying within Fresh.” Attached hereto as Exhibit A is a true and correct copy of my March 1997 Sam’s Club Associate Evaluation Form. Despite my clear request, my manager did not offer me any training. In order to achieve the goals I had laid out in my evaluation, for the next six months I taught myself by reading produce magazines, exploring Sam’s Club merchandising reports on the computer and seeking out information from other employees, such as Quality Control Inspector Craig Millie. I also received a “Partner of the Month” award and several commendations for doing a good job increasing sales and putting together demos.
7. Before my one-year review scheduled for September 1997, General Manager Marmer approached me and asked me what my goals were. I told him I was interested in the Management in Training program and wanted more information about it. After explaining the program to me, he told me that I had a good chance of making it into the program. In September 1997, at my one-year review, I again spoke with Meat Manager Spanjers about my interest in the Management in Training Program so that I could become a Fresh Area Manager. He told me that he supported my goals. In addition, I wrote in the Associate’s Career Goals section of my written evaluation, “desire to move up within fresh, receive training in meat, possibly fresh management.” Attached hereto as Exhibit B is a true and correct copy of my September 1997 Sam’s Club Associate Evaluation Form. General Manager Marmer left the store in late September and no one else spoke to me about my interest in the training program until November 1997.
8. I expressed my interest in the training program to the new General Manager Catie Conneally in November. General Manager Conneally told me that Director of Operations Michael Matheson would interview me the next time he was in the store. When he arrived at the store soon after, he told me that the process had changed. He explained that there was no formal application process. Instead, the general managers at each store would identify associates who should be considered for promotion, and then those associates would take part in a series of interviews in the Twin Cities.
9. I was excited to begin this process. I repeatedly asked General Manager Conneally and Regional Fresh Merchandiser Bruce Burlson about when I would be interviewed for the training program. Finally, I used the Open Door to question the delay, yet I still heard nothing about the interviews or the program. In February 1998, I was finally interviewed for the Management in Training program by Regional Sales Manager Doug Persley, Duluth’s General Manager Jim Caeser, Divisional Personnel Director Diana Eldridge, and St. Louis Park’s General Manager Tim Kotiranta. I was chosen for the program and began training in Onalaska in March.
10. The Management in Training program for Fresh Managers consisted of being trained by a Fresh Manager for several months and reading self-taught training materials. Meat Managers Spanjers was assigned to train me, but he actually did very little of that training. He had associates Don Witt and Donovan Scott train me on how to cut meat and he spent very little time training me on how to run the department. I had observed three other trainees, Don Lindstrom, Jerry Swanda and Jenny Trombley, go through the program before me and they received more training on how to structure the department, including how to manage staffing, payroll and ordering. Instead Meat Manager Spanjers spent most of his time training Team Leader Chris Forde (male), who was not even a trainee, on how to run the department. Although I recognized the importance of being trained to cut meat, I felt that these management skills were far more important, particularly if I wanted to advance further in the company. Based on his behavior during the training and throughout my time at the Onalaska store, I believe that Meat Manager Spanjers was not truly committed to my training or my success and had chosen to groom the male employees instead. Spanjers specifically told me that, because of my physical size, I would not be able to handle the physical work of the position. Even if this had been true, which it was not, it did not explain why he did not train me on other critical management functions such as ordering and staffing. My belief was reinforced by comments made by Chris Forde and tolerated by Spanjers. He often referred to me as “little woman,” and I once overheard him calling Jenny Trombley “broad.” I protested these comments to General Manager Conneally and Meat Manager Spanjers, but the behavior did not stop.
11. In June 1998, I was promoted to Fresh Manager for Meat and Produce and was sent to the St. Cloud store to set up the fresh department, which was being added to the club. Because construction had not yet begun on the Meat and Produce department there, I worked in three Twin Cities clubs until construction began on the department in October 1998. While I was working at the three Twin Cities clubs, I trained many of the new Fresh Managers. Even after the Meat and Produce department at the St. Cloud store opened, I continued to have responsibility for training new Fresh Managers even after the St. Cloud store opened. While training them on how to calculate their monthly profit and loss statements, I discovered that many of these individuals, including Don Lindstrom and Doug Thompson, were paid $5000 to $10,000 more than I was for the Fresh Manager position. I protested this discrepancy with General Manager Kevin Shields who spoke with Regional Director Michael Matheson, who in turn spoke with Divisional Director Michael Miller in December 1999. In January 2000, I got a $2000 raise, which management later called a “market adjustment.” My salary was still well below the amount that the male Fresh Managers were making, even though I was training them how to do their jobs.
12. Once I began working full-time in the St. Cloud as Meat Manager, I was not allowed to make many decisions about which products to merchandise and promote, and how many workers to hire. Instead, General Manager Kevin Shields told me to stock products that I felt would not sell or be profitable, and told me to hire more employees than I felt necessary. As a result, my department did not run at a profit. I expressed my concerns about the way the department was being run to General Manager Shields who told me that I would not be held responsible for the loss of profit. I also registered my disagreement with the General Manager’s merchandising decisions to Co-General Manager Neil Gwynne and Director of Operations Matheson, who told me to follow General Manager Shield’s orders. Finally, I raised my concern with Fresh Merchandiser Carl Kramer. Although Fresh Merchandiser Kramer agreed with me, I did not see any follow up from these complaints.
13. After Kramer left the company, his replacement, Fresh Merchandiser Jim Hancock, held a meeting with me, General Manager Shields and itinerant Fresh Merchandiser Spanjers to discuss the department’s lack of profit. At that meeting, Shields told Hancock that I was running the department according to his direction. Hancock and Spanjers told me to cut staff and product. Shields still did not express agreement with Hancock on how to run the department. Confused about whose direction to follow, I cut some product, but for the most part continued to follow General Manager Shields’ orders. At my six-month evaluation in September, I got a standard score despite the fact that my department had lost nearly $80,000 dollars.
14. Six months later, five days before my one-year evaluation, I got a verbal coaching from Merchandise Manager Ralph [Last Name Unknown] about the lack of profitability in my department. Johnson and Shields were present for this coaching. When I explained to Merchandise Manager Ralph [Last Name Unknown] that I was running the department at Shields’ direction, Shields became upset, saying loudly, “don’t try to turn this back on me now” and slamming a chair under his desk. At my evaluation, I got a substandard score.
15. In May, I noticed that General Manager Shields was flirting with several female associates, Vicki [Last Name Unknown], Jennifer [Last Name Unknown], and Pepper [Last Name Unknown]. I saw that he took them out to lunch and spent a lot of time hanging out with them. Shields often did not return his pages and did not check in with employees in the Meat Department before closing the store. Some of the employees told me that he inadvertently locked the employees in the Meat Department in the store and they had to leave out the receiving dock platform. I spoke with Co-General Manager Johnson and told her that I felt this flirting was interfering with Shields doing his job properly. Johnson told me she had received complaints from several associates. I did not see any changes as a result of these complaints.
16. Two weeks after complaining to Johnson about Shields, I was demoted for “bad leadership,” and for running an unprofitable department. In fact, my department had turned a profit in March, April and May 2000. I was replaced by a male, Dave Donnick, who later told me that Divisional Director Miller commended him for the three months of profit that had actually occurred under my leadership.
17. I immediately protested my demotion through the Open Door with Director of Operations Matheson. Matheson told me that he thought my demotion was the right decision and that he had already decided to transfer me back to the Onalaska store. I told him that I did not want to go back to the Onalaska store so he instead transferred me to the Northside Milwaukee store. In the Northside store, I first noticed sanitation problems in the meat department. I complained to two different assistant managers about the issues. Jeff Lemay, Regional Fresh Merchandiser also overlooked these problems.
18. One month later, I was transferred to the West Allis store to promote their rotisserie program. Over the next few weeks, I observed many sanitation violations at this store as well, and was extremely concerned about the food handling practices. I complained to the West Allis new General Manager Michael Hitz about the sanitation and food handling violations, but nothing was done. Not wanting to take part in serious health code violations and feeling like I was not being taken seriously, I decided to leave the company.

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

This declaration was signed by me on _____________, 2003 at Watertown, Wisconsin.

______________________________

Angela Horton