IN RE WORLDCOM, INC. (Bankr.S.D.N.Y. 2004)

ARTHUR GONZALEZ, Bankruptcy Judge

PURSUANT TO Federal Rule of Bankruptcy Procedure 9018 and the Court having been advised that the parties, Growth Management, Inc. ("General Growth") and WorldCom, Inc. ("WorldCom"), agree that entry of a Protective Order is appropriate to protect the confidentiality of certain information to be exchanged in this matter, it is hereby ordered that:

1. This Order shall govern any record or testimony given at any deposition in this action, as well as all documents, tangible things and other information and materials produced or supplied by any person or party in this action (collectively "discovery material").

DEFINITIONS

2. "Confidential Information" is defined as the types of information or material that contains or discloses sensitive commercial, financial, proprietary, or personal information of a non-public nature that one of the parties has otherwise endeavored to maintain as confidential in the ordinary course of its business, which is designated in good faith by the Producing or Designating Party as "Confidential" at the time of production or conveyance.

3. "Producing Party" means any party of record or non-party that produces Confidential Information.

4. "Receiving Party" means any party of record or non-party receiving Confidential Information.

5. "Designating Party" means the party of record or non-party that designates as Confidential Information its own material or the material of a non-party.

6. "Challenging Party" means the party of record or non-party that challenges whether any material has been properly designated as Confidential.

7. "Necessary Agents" includes any agents or employees of a party or counsel of a party who are deemed by the party or the party's counsel as reasonably necessary to its handling of the litigation.

8. "Document" or "documents" includes the whole or any part or specific portion of:

(a) Any written, printed or graphic matter, any computer record, tape or email, or any copy, extract or summary prepared therefrom;

(b) Any deposition, transcript or exhibit thereto;

(c) Any brief, memorandum or other writing served on the parties or filed with the Court, including any interrogatory answer or any exhibit thereto; and

(d) All documents and tangible materials as defined in Federal Rule of Civil Procedure 34(a).

DESIGNATION AND RESTRICTIONS ON USE OF CONFIDENTIAL INFORMATION

9. Any document that the Producing or Designating Party desires to designate as Confidential Information shall be stamped or marked "Confidential."

10. Deposition testimony that a party reasonably believes in good faith qualifies in whole or in part for treatment as Confidential Information shall be so designated in writing by transcript page and line number no later than 14 days after receipt of the deposition transcript unless such testimony was so designated during the deposition itself. During the period ending 14 days after the testimony is given, all material in deposition transcripts shall be treated as Confidential Information unless the parties to this Order otherwise agree in writing.

11. A party may, at any time, make a good faith challenge to the designation of any material as Confidential by providing the Designating Party with a written notice specifying the documents or deposition testimony that allegedly are not properly designated as Confidential. If that challenge is not resolved through discussions between the Designating Party and the Challenging Party within ten days, the Challenging Party may thereafter make a written motion to the Court challenging whether the documents or deposition testimony in question were properly designated as Confidential as required by Rule 26(c) under the Federal Rules of Civil Procedure.

12. Any document or information designated "Confidential" to which an objection has been made shall not be disclosed in any manner inconsistent with this Order and shall continue to be treated as "Confidential" within the meaning of this Order unless and until the Designating Party agrees that it is not "Confidential" or unless and until the Court rules otherwise.

13. Access to all discovery material designated "Confidential" in accordance with this Order shall be limited to the following "qualified persons":

(a) Each party to this action, including their Necessary Agents;

(b) Counsel of record representing any party in this action (and the employees of such counsel);

(c) Any bona fide outside independent experts retained by counsel to assist in the prosecution or defense of this litigation and who have executed a declaration in the form attached as Exhibit A;

(d) The court reporters, to the extent necessary or required to report accurately proceedings in this action;

(e) Witnesses in this action, but only pursuant to the terms in paragraph 14 below;

(f) Document copying services;

(g) Any other person who has executed and delivered to opposing counsel a declaration in the form attached as Exhibit A; and

(h) Any former officer, director or former employee of one of the parties.

14. Confidential Information may be shown to a person who has been identified as a witness or potential witness, provided that the witness: (a) is employed by the Producing Party, (b) is or was privy to the Confidential Information, or (c) agrees to be bound by this Order by signing a declaration in the form attached hereto as Exhibit A. If a deposition witness does not agree to be bound by signing the undertaking referred to above, the parties may make every effort to immediately obtain assistance from the Court. The party seeking to interrogate a witness regarding Confidential Information may either suspend the deposition or continue the deposition on other issues and seek judicial resolution of matters pertaining to the disclosure of Confidential Information.

15. In the event that a party or non-party deems it necessary for purposes of this case to disclose to the Court any Confidential Information obtained from another party, the party or non-party desiring to make such a disclosure shall take reasonable steps to file the discovery materials or documents describing such discovery materials with the Clerk of the Court in a sealed envelope bearing the caption of this case, the name and address of the party filing the document, the title of the document and the following notation:

CONFIDENTIAL

The materials contained in this envelope are filed under seal pursuant to an Order of this Court, dated August 3, 2004, and shall not be disclosed to any person other than authorized representatives of the Court and the parties.

16. Each party may disclose its own Confidential Information without regard to this Protective Order, unless otherwise prohibited to do so, except that such disclosure may result in such information losing its confidential nature.

17. Confidential Information, including all copies and/or extracts thereof, and all information derived therefrom, shall be held in strict confidence by the Receiving Party. Confidential Information shall not be used for any purpose other than the prosecution or defense of this action, except by court order with at least fourteen (14) days prior written notice to the Producing or Designating Party. In particular, any document, information or other tangible medium produced in this litigation as Confidential Information and anything derived therefrom shall not be released to any other person, attorney, government agency, or expert for use in any other litigation or contemplated litigation, or for any other purpose extraneous to this litigation except by court order as provided herein.

18. Nothing herein shall be construed to affect in any way the admissibility of any document, testimony or other evidence at trial.

19. Any party who has designated any document or information as "Confidential" pursuant to this Order may decide that the confidential status of such document or information be removed by so notifying counsel for the other parties in writing or by so stating on the record at any hearing or deposition.

20. This Order shall be without prejudice to the right of any party to challenge the propriety of discovery on other grounds, or assert a claim of privilege pursuant to the attorney-client privilege, work-product doctrine, or any other applicable privilege, and nothing contained herein shall be construed as a wavier of any objection which might be raised as to the admissibility at the hearing of any evidentiary material.

21. This Order shall apply to third parties subpoenaed for their records and/or testimony, but only if a party or the third parties invoke the protections of this Order with respect to the Confidential Information produced by the third party.

22. Any person who inspects a party's or non-party's Confidential Information shall not utilize such information or create any writing or other record incorporating such information for any purpose whatsoever other than the prosecution or defense of this action. All such writings shall themselves be subject to the terms of this Order (i.e., writings pertaining to Confidential Information shall be treated as Confidential Information). With the exception of attorney work product and attorney-client material and pleadings, all such writings shall be destroyed within sixty (60) days following the conclusion of this litigation. All such retained material shall remain subject to the terms of this Order.

23. Unless the parties otherwise agree, all Confidential Information and all copies thereof shall be destroyed or returned to the Producing Party within sixty (60) days following the conclusion of this litigation, whether by settlement or by judgment and expiration of time for further appeal. Counsel for the Receiving Party shall certify: (a) that all copies of Confidential Information have been destroyed or returned to the appropriate Producing Party, and (b) that all related writings, except attorney work product and pleadings, have been destroyed. This Order shall continue to be binding on all persons receiving documents hereunder and upon conclusion of this litigation, the Court shall retain jurisdiction for the purpose of enforcing the terms of this Order.

24. This Order does not apply to the treatment of documents and information at trial.

25. The Court finds that there is good cause for entry of this Protective Order.

IT IS SO ORDERED.

EXHIBIT A AGREEMENT TO BE BOUND BY THE ORDER REGARDING CONFIDENTIAL MATERIALS

____, being duly sworn, deposes and says the following:

I have read and am familiar with the terms of the Protective Order governing the disclosure of confidential information in the case In re WorldCom, Inc., Chapter 11 Case No. 02-13533, Proof of Claim No. 16478, and I agree to abide by all the terms of said Protective Order and not to reveal or otherwise communicate any of the confidential information disclosed to me pursuant thereto to anyone except in accordance with the terms of said Protective Order. I further agree not to make use of any information or material obtained pursuant to that Protective Order other than for the purposes of this litigation only.

I also agree to return to counsel of record not later than twenty (20) days after I am informed of the termination of this litigation any and all documents or depositions in my possession containing confidential information which is the subject of said Protective Order (whether such information is in the form of notes, memoranda, reports or other written communications or documents prepared by any person at any time containing confidential information covered by the terms of said Protective Order).

Subscribed and Sworn to before me this ____ day of __________, 200__.

___________________________________ Notary Public

My Commission Expires: ____________