UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

SECURITIES INVESTOR PROTECTION

CORPORATION, Adv. Pro. No. 08-01789 (BRL)

Plaintiff, SIPA LIQUIDATION

v. (Substantively Consolidated)

BERNARD L. MADOFF INVESTMENT

SECURITIES LLC,

Defendant.

IRVING H. PICARD, Trustee for the Liquidation of Adv. Pro. No. 09-1503 (BRL)
Bernard L. Madoff Investment Securities LLC,

Plaintiff,
CONSENT ORDER
v.

PETER B. MADOFF, MARK D. MADOFF,

ANDREW H. MADOFF, and SHANA D. MADOFF,

Defendants.
 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)

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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.

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 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

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$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.

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 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

IRVING H. PICARD, TRUSTEE FOR THE

SIPA LIQUIDATION OF BERNARD L.
MADOFF INVESTMENT SECURITIES LLC

__/s/ Marc Hirschfield____ _2/4/10__

Date

SHANA D. MADOFF

__/s/ Shana D. Madoff____ _2/3/10_

Date
SO ORDERED:

Dated: New York, New York

February 5, 2010
/s/Burton R. Lifland_____________
HONORABLE BURTON R. LIFLAND
UNITED STATES BANKRUPTCY JUDGE

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 EXHIBIT A - Financial Disclosure Form

1. Accounts at Financial Institutions

Institution and Account Type Current Balance

2. Annualized Gross Income:

3. Safe Deposit Boxes:

4. Partnership and Business Ownership Interests

Entity Name Current Value Loan Amount

(Estimate)

5. Life Insurance Policies

6. Real Property

Address Date Purchase Current Loan

Purchased Price Value Balance
(Estimate)

7. Vehicles

Description Date Purchased Current Value (Estimate)

8. Personal Assets

Description Current Value (Estimate)

9. Accounts or Notes Receivable

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10. Claims

11. Accounts or Notes Payable

Lender Date Issued Maturity Date Amount Interest Rate

12. 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