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 GINA ESPINOZA-PRICE IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

I, Gina Espinoza-Price, declare:

1. I make this statement on the basis of my personal knowledge, and, if called as a witness, could and would testify competently to the facts herein.

2. I was employed by Wal-Mart, Inc. from November 1990 through April 1997. I worked as a sales associate, Personnel Manager, and overseeing operations for Wal-Mart’s One-Hour Photo Division in Wal-Mart stores in California, Arkansas, Michigan, Indiana, Illinois, Wisconsin, Canada and Mexico. I am female.

3. I supervised census-interviewers for Imperial County, California during the 1990 United States census count before working for Wal-Mart. I applied for a position with Wal-Mart after reading an article about Sam Walton in Fortune magazine. I was impressed with Mr. Walton’s “Our people make the difference” motto. After finishing the article I thought that Wal-Mart sounded like a wonderful place to work.

4. In November 1990, I was hired by Wal-Mart as an hourly associate in the Hardware Department of a Wal-Mart store in El Centro, California. I applied for a Hardware Department Manager position but a man, David Caudillo, was given that job.

5. In February 1991, Co-Manager John Sablan asked me if I would be interested in a Personnel Manager position. The position was not posted. Later that day, I met with Co-Manager Sablan and Store Manager Phil Lopez. They told me that they were impressed with my work and offered me the position without interviewing me. I accepted the position because I was interested in moving up within Wal-Mart.

6. In February 1992, Store Manager Norman Banwarth told me that Photo District Manager Matt Tankersley was looking for candidates for a salaried Photo Lab Department Manager position for the El Centro store. The position was not posted. Store Manager Banwarth told me that he had recommended me for the position and if I wanted, I could meet with Photo District Manager Tankersley to talk about it. Several days later, Mr. Tankersley and I had an informal meeting in the snack bar of the El Centro store. In that meeting he offered me the position, which I accepted. Belen [last name unknown], a female photo lab technician, told me that she did not understand why the position was not posted because she would have applied for the position had she known about it.

7. In February 1992, I went to Bentonville, Arkansas for training on Wal-Mart One-Hour Photo Division policies, management procedures and equipment operation. When I arrived at the Home Office for a meeting, I saw a list of Wal-Mart senior management on a wall in the main hallway. Of approximately fifty names, I can recall only one name that appeared to be a woman’s. I remember thinking, “I’ll change that.” My goal was to one day be listed on that wall.

8. I was willing to transfer to any Wal-Mart location in the United States, Canada, or Mexico if it meant that I would continue to receive promotions. In February 1992, while I was at the Wal-Mart Home Office for training, I was given a form to complete which asked where in the United States I was willing to transfer. I checked the boxes next to every region in the country to indicate that I was willing to move anywhere in the United States if it would help advance my career with Wal-Mart.

9. By summer 1992, I was helping Wal-Mart set up One-Hour Photo Departments in new stores across California. In the training I received at Wal-Mart’s Home Office and from Wal-Mart manuals, I was taught that Wal-Mart polices and practices were to be applied consistently in every Wal-Mart store. Additionally, I was trained that the policies and procedures for matters such as hiring, employee training, operations of the photo lab equipment,ng and closing departments, cash registers, and customer service were to follow the same guidelines in every Wal-Mart store.

10. In May 1993, Photo District Manager Matt Tankersley told me that he was recommending me for anPhoto Division District Manager position. The position was not posted. I was interviewed for the position in Indiana by a Regional Manager and Customer Service Manager Diane Ault. The next week I was offered the position, which I accepted.

11. In July 1993, I moved to Lansing, Michigan to begin working as a Photo Division District Manager for the District comprising Michigan and northern Indiana. I was also responsible for a Wal-Mart Specialty Division Distribution Center located in Lansing, Michigan.

12. Initially I was given a Specialty Distribution Center operations manual by my assistant Ms. Miller. I found that this manual did not provide me with sufficient guidance for operating a Wal-Mart Distribution Center. Over time, I developed written guidelines for managing Wal-Mart Specialty Distribution Centers and rewrote the manual. I sent the rewritten manual to Mike Johnson, District Head of Wal-Mart Distribution and Safety, whose offices were in Bentonville, Arkansas. He told me that the manual was very good and sent a memo to all of the One-hour Photo District Managers stating that they should call me if they had questions about Specialty Distribution Center operations. At the annual meeting of all of the photo District and Regional Managers in Fayetteville, Arkansas in the Spring of 1994, Mr. Johnson asked me to stand up and speak about Specialty Division Distribution Center operations.

13. In fall 1993, the Director of Wal-Mart’s One-hour Photo Operations, David Rogers, sent me to Pennsylvania, to train One-hour Photo District Manager David Scott, in the Specialty Distribution Center operations that I had, in part, developed.

14. In approximately October 1993, Regional Photo Manager Joe Lisuzzo told me that Wal-Mart was placing me on a transition team in Canada to convert Woolco stores to Wal-Mart stores. I was the only woman in a team of five. I did not apply for this position and it was not posted. This assignment was to be completed in addition to my tasks as Photo District Manager of Michigan and northern Indiana. I accepted the assignment. I knew that it would be difficult to supervise Wal-Mart stores and a Distribution Center in the United States while helping to establish new stores in Canada. I wanted to be promoted by Wal-Mart and I thought that by performing difficult tasks and traveling extensively Wal-Mart would see that I was a hard-worker and that I was committed to the Company. At the time, I aspired to be Regional Photo Manager.

15. In approximately February 1994, Director of One-hour Photo Operations David Rogers advised me that Wal-Mart needed me to help supervise a photo lab equipment change in Chicago, Illinois. Like the assignment in Canada, this task was to be performed in conjunction with my tasks as the Photo District Manager of Michigan and northern Indiana and Wal-Mart stores. During this time, I was also still traveling to Canada as a part of the transition team.

16. In approximately February 1994, during a conference call of Wal-Mart Photo District Managers, One-hour Photo Divisional Manager Joe Lisuzzo announced the promotion of Photo District Manager David Scott to Regional Photo Manager. The position had not been posted. And I had been given no opportunity to express interest in the position. After the conference call ended, I called Director of One-hour Photo Operations David Rogers and asked why theRegional Photo Manager position had not been posted. Mr. Rogers did not answer this question but stated that Wal-Mart needed me in Chicago. I then asked if any one besides Mr. Scott had interviewed for the position. Mr. Rogers did not respond. I felt that I was not considered for this position because I am a woman. I believe that I was much more experienced that Mr. Scott. I had gained personnel experience while working as a Personnel Manager. I had worked for Wal-Mart for a longer period of time than Mr. Scott. I had even trained Mr. Scott in the fall 1993 on Specialty Distribution Center operations. I believe that since I had created most of the Specialty Distribution Center operations that were beginning to be used more and more consistently in Wal-Mart Specialty Distribution Centers across the United States and Canada, I was an excellent candidate for this position. Because of my qualifications, I thought that I should have had at least an opportunity to interview for the Regional Photo Manager position.

17. In approximately October 1994, Clay Ussleton, Regional Photo Manager, asked me to come to Bentonville, Arkansas to interview for anRegional Photo Manager position in California. I understood that I was being considered for this position because I had complained about not being interviewed for the last Regional Photo Manager position. After arriving at Wal-Mart’s Home Office, I met with Director of One-hour Photo Operations Rogers and Photo Personnel Manager Barbara Kulwicki. During the interview, Mr. Rogers began to describe the position as an international position that would involveng stores in Mexico. This puzzled me because I thought that the position I was interviewing for was in California. Mr. Rogers told me that the California position had already been filled. I begrudgingly accepted the District Manager position in Mexico because it would allow me to live in San Diego, California, two hours from my family. Also, I believed that if I declined the position, I would not be considered for other promotions. After leaving the meeting, I called Mr. Ussleton. Mr. Uffleton told me that the Regional Photo Manager position in California had been given to a man, Jeff Gwartney who had been hired by Wal-Mart approximately two years earlier as a photo lab manager and promoted to a District Photo Manager position approximately one year later. I had been with Wal-Mart for four years. I believe I was not considered for this position because I am a woman.

18. From fall 1995 until March 1997, I was the Photo District Manager of Mexico and eight Wal-Mart stores in the San Diego area.

20. In March 1997, Director of Photo Operations, David Rogers, called and told me that I was being placed in the position of International Liaison of for the Photo Division. The position was not posted and I was offered the position without having to interview for it.

21. Wal-Mart terminated me in April 1997, falsely claiming that I had interfered with a loss prevention investigation. On April 1, 1997, I received a phone call from Stephanie Agnew, a Photo Center Manager in a Lakeside, California Wal-Mart store. Ms. Agnew had been contacted by loss prevention for taking prints from the store without paying for them. Ms. Agnew told me that she had been testing the photo equipment by developing some of her film with it, a procedure that was often used to check machines. When she was leaving the store, Ms. Agnew had said, she was unable to find the store manager so she was unable to notify him that she was taking prints without paying. I told her that she should have told someone that she was taking the prints. I then called Regional Photo Coordinator Jeff Gwartney and told him what had happened. I was on vacation and I notified him so that he could begin an investigation of the incident. Later that week, I returned to my home store in San Diego, California to find Ms. Agnew working there. Ms. Agnew normally works in the Lakeside, California store. She told me that Mr. Gwartney had told her to work in the San Diego store. I was surprised that Ms. Agnew had not been suspended because Wal-Mart policy is that anytime there is an investigation for a breach of integrity, the employee under investigation is to be suspended. I called Mr. Gwartney to ask if the investigation was finished and he told me it was not. I then asked why Ms. Agnew had not been suspended and he directed me to suspend her, which I promptly did. Mr. Gwartney assured me that he would handle the investigation. On April 11, 1997, Mr. Gwartney called me into his office and told me that I was being terminated for lack of integrity because I interfered with a loss prevention investigation. The reason given by Wal-Mart for my termination is false and contradictory to my actions, as my actions initiated and facilitated the investigation.

22. For the six and one-half years that I worked for Wal-Mart, I was an extremely valuable asset to the company. I created operations for Wal-Mart’s Specialty Division Distribution Centers that would eventually be used around the country. I played a key role in establishing the One-hour Photo Centers in new Wal-Mart stores throughout the United States, Canada, and Mexico. All of my performance evaluations rated my performance level at least “exceeds expectations.” (Attached hereto is a true and accurate copy of 1997 Management Performance Appraisal as Espinoza-Price Exhibit A.) I believe that I was terminated for complaining about sexual harassment, and because I am a woman who wanted to be promoted within Wal-Mart. I believe that Mr. Gwartney, who terminated me, was especially resentful of my promotions and my use of theDoor. When I was promoted to International Liaison for the Photo Division, I called to ask him a question about how I would divide my time between supervising San Diego and international stores. He was silent for a few moments and then stated that no one asked him if I should be promoted to this position. His reaction led me to believe that he resented my promotion and did not want to see a woman who had complained of his sexist conduct promoted.

23. I would be willing to consider returning to Wal-Mart if I could be assured that policies that afford equal opportunities for women to advance in the Company would be fairly enforced.

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

This Declaration was signed by me on ______________________, 2003, at _______________________.

______________________________

Gina Espinoza-Price