26-Assurant Settlement Agreement FL Executed

8/13/2019 26-Assurant Settlement Agreement FL Executed

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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

CASE NO. 12-CV-60936-COHN/SELTZER

PHILIP PULLEY, DEVRA PULLEY,JEROME DAVIS, and SUSAN DAVIS,individually and on behalf of themselvesand all others similarly situated,

Plaintiffs,v.

JPMORGAN CHASE BANK, N.A.,

CHASE BANK USA, N.A., CHASEINSURANCE AGENCY, JP MORGANINSURANCE AGENCY, ASSURANT,INC., AMERICAN SECURITYINSURANCE COMPANY, andVOYAGER INDEMNITY INSURANCECOMPANY,

Defendants.

CLASS ACTION STIPULATION ANDSETTLEMENT AGREEMENT ANDRELEASE

STIPULATION AND SETTLEMENT AGREEMENT

This Stipulation and Settlement Agreement (Agreement) is made and entered into by

and among the Plaintiffs Philip Pulley, Devra Pulley, Jerome Davis, and Susan Davis

(Plaintiffs), on behalf of themselves and all Class Members as defined herein, and JPMorgan

Chase Bank, N.A., Chase Insurance Agency, Inc., and JP Morgan Insurance Agency, Inc.

(Chase Defendants).

1. RECITALS

1.1. On May 17, 2012, Plaintiffs Philip and Devra Pulley commenced this litigation

against JPMorgan Chase Bank, N.A. and Chase Bank USA, N.A (the Litigation).

1.2. On June 5, 2012, Plaintiffs filed their First Amended Complaint, which,inter alia,

sought damages on behalf of a nationwide class of residential mortgage loan or line of credit


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borrowers whose loans or lines of credit were serviced by the Chase Defendants and were

subjected to the force placement of wind insurance on the secured property.

1.3. In July 2012, Plaintiffs and the Chase Defendants entered into intensive mediation

through JAMS mediator David Geronemus, who has extensive mediation experience.

1.4. The mediation included the exchange of mediation statements, numerous days of

face to face meetings, and dozens of conference calls. It also included the collection, production,

and review of thousands of pages of documents and electronically-stored data concerning wind

lender-placed insurance.

1.5. While settlement negotiations were ongoing, Plaintiffs served document requests,

to which Defendants responded. Pursuant to the Courts Scheduling Order, on March 4, 2013,

Plaintiffs filed a motion for class certification and a memorandum in support thereof. Plaintiffs

also filed a Second Amended Complaint, which added additional Plaintiffs Jerome Davis and

Susan Davis and additional Defendants Chase Insurance Agency, JP Morgan Insurance Agency,

Inc., Assurant Inc., American Security Insurance Company, and Voyager Indemnity Insurance

Company as parties. The Chase Defendants, as well as Chase Bank USA, N.A., and the

Assurant Defendants filed separate motions to dismiss, which, along with Plaintiffs motion for

Class Certification, currently remain pending.

1.6. Beginning in mid-January 2013, Plaintiffs and Chase Defendants began a series of

extensive telephonic negotiations that culminated in a Memorandum of Understanding

(MOU), which was executed on April 12, 2013. The MOU provides the outline of an

Agreement to settle and resolve all issues in the Litigation on a class-wide basis and to dismiss

with prejudice all claims against Defendants (the Settlement).


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1.7. As part of the MOU, Chase Defendants have produced additional documents and

data requested by Plaintiffs to confirm, among other things, certain aspects of the Settlement and

to value the injunctive relief contained in the Settlement.

1.8. Plaintiffs have also made extensive use of publicly-available information,

including hearings before the New York Department of Financial Services and the Florida

Insurance Commissioner, Fannie Mae documents, and various banking and insurance

publications.

1.9. Class Counsel believe that the Litigation has significant merit and that the

evidence developed supports Plaintiffs claims. Class Counsel recognize and acknowledge,

however, that prosecuting this Litigation through fact and expert discovery, class certification,

dispositive motions, trial, and appeals will involve considerable time and expense.

1.10. Class Counsel have concluded that it is in the best interests of the Class as a

whole that the claims asserted in the Litigation be resolved on the terms and conditions set forth

in this Agreement. Class Counsel reached that conclusion after extensive consideration and

analysis of the factual and legal issues presented in the Litigation, the substantial benefits that

Class Members will receive as a result of the Settlement, the risks and uncertainties of continued

litigation, the expense that would be necessary to prosecute the Litigation through trial and any

appeals that might be taken, and the likelihood of success at trial.

1.11. Defendants have denied and continue to deny each and every allegation of

liability, wrongdoing, and damages, and assert that they have substantial factual and legal

defenses to all claims and class allegations in the Litigation. Defendants maintain and continue

to maintain that they have acted in accordance with governing law. Defendant Chase Bank


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USA, N.A. separately denies the factual allegations against it and that it has or had anything to

do with lender-placed insurance or the subject of this Litigation. Nonetheless, Chase Defendants

have concluded that because continuation of the Litigation would be protracted and expensive, it

is desirable that the Litigation be fully and finally settled on a class-wide basis in the manner and

upon the terms set forth in this Agreement.

1.12. Without admitting any liability or wrongdoing whatsoever, Chase Defendants

agree to the terms of this Agreement, provided that all Released Claims are settled and

compromised, in order to resolve all issues relating to the subject matter of the Litigation.

NOW, THEREFORE, for and in consideration of the mutual understandings contained

herein, and for other good and valuable consideration, the receipt and adequacy of which is

hereby acknowledged, Plaintiffs, on behalf of the Class, and Chase Defendants stipulate and

agree as follows:

2. DEFINITIONS

As used herein, the following terms have the meanings set forth below.

2.1. Administrator or Settlement Administrator means a qualified third party

appointed by the Court for the oversight and/or dissemination of Class Notice, the processing

and fulfillment of claims in connection with this Settlement, and ensuring that claims fulfillment

is properly implemented.

2.2. Agreement or Settlement Agreement means this Settlement Agreement,

including all exhibits thereto.


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2.3. Attorneys' Fees and Expenses means fees and expenses allowed by the Court

that are sought by Plaintiffs' Counsel in the prosecution of the Litigation. Any Attorneys Fees

and Expenses shall be paid from the Settlement Fund.

2.4. Award means a payment to a Settlement Class Member under the Settlement

pursuant to the Plan of Allocation in Paragraph 5 of this Agreement.

2.5. CAFA Notices means the notice of this settlement to be served upon State and

Federal regulatory authorities as required by the Class Action Fairness Act of 2005, 28 U.S.C.

1715.

2.6. Case Contribution Award means compensation for the Named Plaintiffs in the

Litigation for their time and effort undertaken in this Litigation.

2.7 Cashed Settlement Check Member List means the list of class members who

have cashed settlement checks within 120 days under the Plan of Allocation described in

Paragraph 5.

2.8. Chase Bank means JPMorgan Chase Bank, N.A. It does not include Chase

Bank USA, N.A..

2.9. Class Counsel means the law firm of Meredith & Narine.

2.10. Class List refers to the list of borrower on whose property Chase Defendants

placed wind insurance during the period January 1, 2008 through March 4, 2003, as identified in

Paragraph 5.1 of this Agreement.


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2.11. Class Member Payment List means the list of the Settlement Class Members

who have not opted out and who will receive settlement payments under the Plan of Allocation

described in Paragraph 5 of this Agreement.

2.12. Class Notice means the Court-approved form of notice to Settlement Class

Members, in substantially the same form as Exhibit A, which, among other things, will comply

with the requirements of Paragraphs 5.5 and 12 and will notify Settlement Class Members of the

preliminary approval of the Settlement and the scheduling of the Final Approval Hearing.

2.13. Class Period means the period of time from January 1, 2008 through March 4,

2013.

2.14. Court means the United States District Court for the Southern District of

Florida.

2.15. Days means calendar days, except that, when computing any period of time

prescribed or allowed by this Agreement, the day of the act, event, or default from which the

designated period of time begins to run shall not be included. Further, when computing any

period of time prescribed or allowed by this Agreement, the last day of the period so computed

shall be included, unless it is a Saturday, a Sunday, or a legal holiday, in which event the period

runs until the end of the next day which is not a Saturday, Sunday, or legal holiday.

2.16. Defendants mean all named defendants in this Litigation, including the Chase

Defendants, Chase Bank USA, N.A., and the Assurant Defendants.

a. Chase or Chase Defendants means JPMorgan Chase Bank, N.A.,

Chase Insurance Agency, Inc., and JP Morgan Insurance Agency, Inc.. Chase or Chase

Defendants does not include Chase Bank USA, N.A.; and


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b. Assurant or Assurant Defendants means Assurant, Inc., American

Security Insurance Company, and Voyager Indemnity Insurance Company.

2.17. Defense Counsel means Defendants counsel of record in the Litigation.

2.18. Effective Date means the date the Judgment in this case becomes Final (as

defined in Paragraph 2.20 below).

2.19. Fairness Hearing means the hearing held by the Court to determine whether the

terms of this Agreement are fair, reasonable, and adequate for the Settlement Class as a whole,

whether the Settlement should be granted final approval, and whether the Judgment should be

entered.

2.20. Final with respect to the Judgment or to any award of Attorneys Fees and

Expenses means that the time for appeal or writ review has expired or, if an appeal or petition for

review is taken and dismissed or the Settlement (or award of Attorneys Fees and Expenses) is

affirmed, the time period during which further petition for hearing, appeal, or writ of certiorari

can be taken has expired. If the Judgment is set aside, materially modified, or overturned by the

Court or on appeal, and is not fully reinstated on further appeal, the Judgment shall not become

Final.

2.21. Final Approval means the Court Order approving the Settlement after the

Fairness Hearing is conducted.

2.22. Force-Placed or Lender-Placed as used herein, means the placement of wind

insurance pursuant to a mortgage or home equity loan agreement serviced by Chase Defendants

to cover a borrowers failure to maintain required wind insurance coverage on the property that

is securing the loan.


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2.23. Individual Net Premium means the Net Premium for a given borrower.

2.24. Judgment means the judgment to be entered by the Court pursuant to the

Settlement.

2.25. Litigation means the action styledPulley et al. vs. J.P. Morgan Chase Bank,

N.A. et al., Case No. 0:12-60936-Civ-Cohn/Seltzer pending in the Southern District of Florida.

2.26. Named Plaintiffs means Philip and Devra Pulley and Jerome and Susan Davis.

2.27. Net Premium means the amount of premium charged to a borrower for lender-

placed wind insurance during the Class Period less any refund paid or credited to the borrower.

2.28. Net Settlement Fund means the Settlement Fund less Notice and Administrative

Costs, Case Contribution Awards, and Attorneys Fees and Expenses.

2.29. Notice and Administrative Costs means the reasonable and authorized costs and

expenses of disseminating and publishing the Class Notice in accordance with the Preliminary

Approval Order, and all reasonable and authorized costs and expenses incurred by the Settlement

Administrator in administering the Settlement, including but not limited to costs and expenses

associated with assisting Class Members, processing claims, escrowing funds and issuing and

mailing Settlement Payments, paying taxes and tax expenses, and other reasonable and

authorized fees and expenses of the Settlement Administrator.

2.30. Notice Date means the first day on which the Settlement Administrator or its

designee disseminates the Class Notice.

2.31. Notice Program means the plan approved by the Court for disseminating the

Class Notice to the Settlement Class.


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2.32. Objection Date means the date identified in the Preliminary Approval Order

and Class Notice by which a Settlement Class Member must serve written objections, if any, to

the Settlement in accordance with Paragraph 12.3 to be able to object to the Settlement. The

Objection Date shall be 90 days after the dissemination of Class Notice pursuant to Paragraph

5.5.

2.33. Opt-Out Deadline means the date identified in the Preliminary Approval Order

and Class Notice by which a request for exclusion must be filed in writing with the Settlement

Administrator in accordance with Paragraph 12.4 in order for a Settlement Class Member to be

excluded from the Settlement Class. The Opt-Out Deadline shall be 90 days after the

dissemination of Class Notice pursuant to Paragraph 5.5.

2.34. Parties means all Plaintiffs and Defendants.

2.35. Plaintiffs Counsel means Meredith & Narine, Christopher & Weisberg, P.A. ,

Hagens Berman Sobol Shapiro LLP, Freed Kanner London & Millen LLC and Gilman Law

LLP.

2.36. Preliminary Approval Order means an order providing for, among other things,

preliminary approval of the Settlement; dissemination of the Notice to the Settlement Class; and

finding that the Notice set forth in the Preliminary Approval Order is reasonably calculated to

apprise the Settlement Class Members of the pendency of the Litigation, the material terms of the

proposed Settlement, and the Settlement Class Members option and rights with respect thereto.


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2.37. Premium means the amount charged to a borrower for a wind insurance policy

that was lender placed by Chase Defendants.

2.38. Refund means the amount of money received or credited to a borrower when a

force placed wind insurance policy is cancelled.

2.39. Release or Releases means the releases of claims by the Releasing Persons

against the Released Persons, as detailed in Paragraph 10.

2.40. Released Claims means the claims released pursuant to Paragraph 10 of the

Settlement Agreement.

2.41. Released Persons means: (a) Defendants and each of their respective former

and current predecessors, affiliates, parents, investors, subsidiaries, employees, officers,

directors, successors, and agents; and (b) any other insurance carriers, such as SWBC Mortgage

Corporation and WNC Insurance Services, Inc., which issued or may have issued lender-placed

wind insurance to any Settlement Class Member for Chase Defendants and/or any of Chases

predecessors, affiliates, parents, investors, subsidiaries, employees, officers, directors,

successors, and agents during the period January 1, 2008 to March 4, 2013.

2.42. Releasing Persons means Plaintiffs, on behalf of themselves and each of the

Settlement Class Members, and their respective heirs, administrators, successors and assigns.

2.43. Settlement means the settlement set forth in this Agreement.

2.44. Settlement Classmeans all members of the class of borrowers in this Litigation

that will be certified by the Court for settlement purposes. The Settlement Class shall consist of

all persons in the United States that have or had a residential mortgage loan or line of credit


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serviced by the Chase Defendants and secured by property on which wind insurance was lender-

placed at any time between January 1, 2008 and March 4, 2013. Specifically excluded from the

Settlement Class are: (a) theDefendants and their respective board members, directors, and

officers; and (b) borrowers whose wind lender-placed insurance policy was cancelled in its

entirety so that any premiums collected were fully refunded to the borrower.

2.45. Settlement Class Member means any member of the Settlement Class.

2.46. Settlement Fund means the $4,750,000 that Chase Defendants have agreed to

pay in Settlement of this Litigation.

2.47. Settling Parties means, collectively, Chase Defendants, the Releasing Persons,

and all Settlement Class Members.

2.48. Total Net Premium means the total of all Net Premiums on wind policies lender

placed by Chase Defendants during the Class Period.

3. CONDITIONS AND OBLIGATIONS RELATING TO THE EFFECTIVENESS OF

THE SETTLEMENT

Settlement is expressly contingent upon the satisfaction, in full, of the material

conditions set forth below.

3.1 Condition No. 1: District Court Approval. The Settlement must be approved by

the District Court in accordance with the following steps:

3.1.1. Application for Preliminary Approval of Proposed Settlement, Class

Certification, and Class Notice. After good faith consultation with counsel for Defendants, Class

Counsel will present a Preliminary Approval Application to the District Court by June 14, 2013.

The Preliminary Approval Application shall include a Preliminary Approval Order and a


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Proposed Class Notice, in substantially similar form as Exhibit A. The Settling Parties shall, in

good faith, take reasonable steps to secure expeditious entry by the District Court of the

Preliminary Approval Order and shall request that the District Court schedule a Final Approval

Hearing no earlier than ninety (90) days after the service of the required Notice under 28 U.S.C.

1715.

3.1.2 Settlement Class Certification. In connection with the proceedings on

Preliminary and Final Approval of the proposed Settlement, the Named Plaintiffs shall seek

orders (preliminary and final, respectively) certifying the Settlement Class pursuant to Rule 23 of

the Federal Rules of Civil Procedure for purposes of this Settlement only.

3.1.3 Entry of Preliminary Approval Order. The District Court shall enter a

Preliminary Approval Order, which shall, among other things:

i. Certify a nationwide Settlement Class, approving the Named

Plaintiffs as class representatives and appointing Meredith & Narine as Class Counsel, pursuant

to Fed. R. Civ. P. 23;

ii. Preliminarily approve the Settlement as fair, reasonable and

adequate;

iii. Approve the Settlement Administrator;

iv. Order the issuance of Notice to the Settlement Class, and

determine that such Notice complies with all legal requirements, including, but not limited to, the

Due Process Clause of the United States Constitution;

v. Schedule a date and time for a Final Approval Hearing to

determine whether the Preliminary Approval Order should be finally approved by the Court;


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vi. Require Settlement Class Members who wish to exclude

themselves to submit an appropriate and timely written request for exclusion by the Exclusion

Deadline, as directed in the Settlement Agreement and Class Notice, and advise that a failure to

do so shall bind those Settlement Class Members who remain in the Class;

vii. Require Settlement Class Members who wish to object to the

Settlement Agreement to submit an appropriate and timely written statement by the Opt Out

Deadline, as directed in the Settlement Agreement and Class Notice, and advise that a failure to

do so shall prevent those Settlement Class Members from doing so;

viii. Require attorneys representing any Settlement Class Member, at

the Class Members expense, to file a notice of appearance;

ix. Authorize the Settling Parties to take all necessary and

appropriate steps to establish the means necessary to implement the Settlement Agreement; and

x. Issue related orders to effectuate the preliminary approval of the

Settlement Agreement.

3.1.4 Issuance of Class Notice. Pursuant to the Preliminary Approval Order to

be entered by the District Court, Class Counsel shall cause the Class Notice to be issued pursuant

to Paragraph 12 below.

3.1.5 Settlement Class Members have the option to participate in the Final

Approval Hearing at their own expense by obtaining their own attorney(s). Settlement Class

Members who choose this option will be responsible for any attorneys fees or costs incurred as a

result of this election. The Class Notice will advise Settlement Class Members of this option.

3.1.5 Final Approval Hearing. In connection with the Preliminary Approval

Application, the Settling Parties will request that the District Court schedule and conduct a


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hearing after dissemination of Class Notice, at which it will consider whether the Settlement is

fair, reasonable, and adequate pursuant to Rule 23 of the Federal Rules of Civil Procedure

(Final Approval Hearing). Specifically, Named Plaintiffs, after good faith consultation with

counsel for all Defendants, shall request that, on or after the Final Approval Hearing, the District

Court: (i) enter Final Judgment, granting final approval of the Settlement and dismissing with

prejudice this Litigation; (ii) determine the legal fees and expenses that should be awarded to

Class Counsel as contemplated in the Settlement Agreement; and (iii) determine the Case

Contribution Award, if any, that should be awarded as contemplated by the Settlement

Agreement. Any application for legal fees and expenses shall be made at least thirty (30) days

prior to the Objection Date or Opt-Out Deadline. The Settling Parties agree to support entry of

Final Judgment. The Settling Parties otherwise covenant and agree that they will reasonably

cooperate with one another in seeking entry of Final Judgment.

3.2 Condition No. 2: Finality of Final Judgment. The Final Judgment must be Final

in accordance with Paragraph 2.20 above, and shall, among other things:

a. Find that (1) the District Court has personal jurisdiction over all Class

Members; (2) the District Court has subject matter jurisdiction over the claims asserted in this

Litigation; and (3) venue is proper;

b. Finally approve the Settlement Agreement, pursuant to Fed. R. Civ. P. 23,

as fair, reasonable and adequate;

c. Finally certify the Settlement Class for settlement purposes only;

d. Find that the form and means of disseminating the Class Notice complied

with all laws, including, but not limited to, the Due Process Clause of the United States

Constitution;


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e. Enter Final Judgment with respect to the claims of all Settlement Class

Members and dismiss the claims of all Settlement Class Members and the Litigation with

prejudice;

f. Make the Releases in Paragraph 10 of the Settlement Agreement effective

as of the date of the Final Judgment;

g. Bar and permanently enjoin Plaintiffs and all Settlement Class Members

from prosecuting any and all Released Claims against the Released Parties;

h. Find that, by operation of the entry of the Judgment, as of the Effective

Date, Plaintiffs and all Settlement Class Members shall be deemed to have forever released,

relinquished, and discharged the Released Parties from any and all claims arising out of, relating

to, or in connection with the initiation, settlement, prosecution, or dismissal of this Litigation.

i. Authorize the Settling Parties to implement the terms of the Settlement

Agreement;

j. Retain jurisdiction relating to the administration, consummation,

enforcement, and interpretation of the Settlement Agreement, the Final Judgment, and for any

other necessary purpose; and

k. Issue related orders to effectuate the final approval of the Settlement

Agreement and its implementation.

4. SETTLEMENT CONSIDERATION, BENEFITS, AND OTHER RELIEF

4.1 In consideration of the Release set forth in Paragraph 9, Chase Defendants will

provide the benefits described below.

4.2 Settlement Monetary Consideration. Chase Defendants agree to pay four million

seven hundred fifty thousand dollars ($4,750,000.00), which shall include all Notice and


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Administrative Costs, Attorneys Fees and Expenses, and Case Contribution Awards, into a

Settlement Fund pursuant to the terms and conditions set forth below.

4.2.1 No portion of the Settlement Fund shall revert to Defendants at any time.

4.2.2. A Settlement Fund shall be established in the amount of $4,750,000,

which will,inter alia,fund monetary payments to Settlement Class Members. The Settlement

Fund shall pay: (a) all Notice and Administrative Costs, including the cost of Notice; (b) all

payments to Settlement Class Members; (c) the Case Contribution Awards, if any; and (d) the

Attorneys Fees and Expenses, if any. The Settlement Fund will be placed in an account

administered by the Settlement Administrator pursuant to an agreement acceptable to the

Plaintiffs and the Chase Defendants, with a third party financial institution to be jointly selected

by the Settling Parties. Within thirty (30) calendar days of Preliminary Approval of this

Settlement, Defendants will wire transfer the sum of four million seven hundred fifty thousand

dollars ($4,750,000.00) U.S. dollars into an interest-bearing bank account designated by the

Settlement Administrator. Any interest that accrues on the Settlement Fund before the

Settlement Fund is distributed shall be retained by the Settlement Fund. Prior to the Effective

Date, all funds in the Settlement Account shall be invested and reinvested in short-term United

States Agency or Treasury Securities of a duration to maturity of twelve months or less from the

date of purchase.

4.2.3. No later than fourteen (21) business days after the Effective Date, the

Settlement Administrator will distribute the Settlement Fund as set forth in Paragraph 5.

4.2.4. If Chase Defendants are obligated, ordered, or otherwise required to make

any additional payments in connection with this Settlement other than those specified in


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Paragraph 4.2, Chase Defendants shall have the right to terminate this Agreement without

penalty or sanction.

4.3. Deficiencies for Chase-Owned Loans. With respect to all Settlement Class

Members loans owned by any Chase Defendant that have been foreclosed or that have gone to

short sale, the Settling Parties agree that Chase Defendants shall not seek collection on any

deficiency balance or deficiency judgment in the amount of the lender-placed wind insurance net

written premium. As soon as is practicable following Final Approval of the Settlement, the

Settlement Administrator shall send a written notice to all Settlement Class Members to whom

this provision applies identifying the dollar amount of any deficiency balance or deficiency

judgment (as such amount is currently being reported on the Chase Defendants servicing and

recovery systems) equal to the total charge for lender-placed wind insurance and informing the

borrower that this amount of the deficiency is released.

4.4. Deficiencies for Non-Owned Chase Loans. With respect to all Settlement Class

Members loans serviced by any Chase Defendant on behalf of a non-Chase investor, including

Fannie Mae and Freddie Mac, that have been foreclosed or that have gone to short sale, Chase

Defendants shall formally attempt to obtain a waiver (and follow up in good faith) from the

investor of any deficiency judgment rights the investor may have, such that, in connection with

the Final Approval of the Settlement Agreement, neither Chase Defendants nor the investor shall

seek collection of any deficiency balance or deficiency judgment that exists as of the date of

Final Approval of the Settlement in the amount of the lender-placed wind insurance net written

premiums. For those Settlement Class Members for whom such a waiver is obtained, as soon as

is practicable following Final Approval of the Settlement, the Settlement Administrator shall

send a written notice to whom this provision applies identifying the dollar amount of any


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deficiency balance or deficiency judgment (as such amount is currently being reported on the

Chase Defendants servicing and recovery systems) equal to the net written premium for lender-

placed wind insurance and informing the borrower that this amount of the deficiency is released.

4.5 Injunctive Relief. The Settling Parties agree to the injunctive and programmatic

relief set forth below.

4.5.1 Commissions. Chase Defendants will maintain a moratorium on

commission-based arrangements with its lender-placed wind insurance carriers for six (6) years

from the date of Final Approval of the Settlement. Pursuant to this provision, Chase Defendants

shall not accept commissions, or any substitute for commissions, from lender-placed insurers in

connection with the placement of wind insurance during this time period. In addition, other than

the premiums that Chase Defendants are charged for wind lender-placed insurance and any fees

imposed by any government entity on wind insurance (which may be charged to the borrower),

Chase Defendants shall not charge any additional fees to borrowers for placing wind insurance

for six (6) years from the date of final approval of the Settlement.

4.5.2 Wind Coverage Requirement. Subject to any subsequently enacted laws,

regulations, investor requirements, or mortgage contract provisions that would require it to

maintain different requirements for mortgages or lines of credit on residential properties, Chase

Defendants shall maintain for a period of at least six (6) years from the date of final approval of

the Settlement, new wind insurance coverage requirements pursuant to which the amount of

required wind insurance shall not exceed 100% of the replacement cost value of the

improvements to the property.

4.5.3 Maintenance of Existing Insurance Coverage. When the borrower has an

escrow account, but the deposit balance is not sufficient to pay wind insurance premiums on an


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existing policy and borrower fails to pay those premiums, Chase Bank will advance funds on

behalf of the borrower to pay the past due premiums upon written notice to Chase Bank that: (a)

states that the wind insurance premiums have not been paid by the borrower; and (b) identifies

the amount of the premiums for the borrowers existing policy. The borrower shall be

responsible for all funds advanced pursuant to this Paragraph. Lender placed wind insurance

may only be placed when the Chase Defendants do not have adequate proof of sufficient wind

coverage on the property.

When the borrower does not have an escrow account, Chase Bank will

advance funds to pay the past due premiums of a wind insurance policy upon a written request

from the borrower that: (a) requests that Chase Bank advance funds to pay the past due

premiums because the wind insurance premiums have not been paid by the borrower; and (b)

identifies the amount of the premiums for the borrowers existing policy. If a borrower complies

with the conditions in this Paragraph, an escrow account will be created for the borrower that

reflects the borrowers debt for the payments made by Chase Bank to pay the past due premiums

and to cover future wind insurance premiums. The borrower shall be responsible for all funds

advanced pursuant to this Paragraph.

4.5.4. Compliance with Best Practices. Chase Bank shall take actions to

implement and comply with the current best practices announcements by the Consumer

Financial Protection Bureau and by non-Chase investors, including, but not limited to, Fannie

Mae and Freddie Mac, that have not been waived, that are in effect and are being enforced, and

that are relevant and applicable to lender-placed wind insurance, including practices designed to

increase or assist borrowers ability to maintain their existing insurance policy coverage on the

property and to mitigate or minimize, if not eliminate, the need for lender-placed wind insurance.


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4.5.5. Request for Proposal for Lender-Placed Wind Insurance Provider. Within

a reasonable amount of time after the signing of the MOU, Chase Bank shall use a request for

proposal process to select a lender-placed insurance provider. In connection with this process,

Chase Bank shall take reasonable measures to ensure that the premiums for lender-placed wind

insurance charged by such providers to borrowers are based on a competitive market-based

pricing model for lender-placed wind insurance.

5. PLAN OF ALLOCATION OF SETTLEMENT PAYMENTS

5.1. Within 10 days after Preliminary Approval of the Settlement, Chase Defendants

shall provide to the Settlement Administrator the Class List in electronic format, which shall

consist of all borrowers on whose property Chase Defendants placed wind insurance during the

period January 1, 2008 through March 4, 2013.

5.2. The Class List shall include the following data fields:

(a) Borrowers names

(b) Wind LPI Policy number

(c) Property address

(d) Date(s) of placement

(e) Last known residence address

(f) Last known telephone number, if possible

(g) Last known email address, if possible

(h) Wind LPI Premium amount charged

(i) Wind LPI Premium amount refunded

5.3. The Settlement Administrator shall compute the Total Net Premium charged for

lender-placed wind insurance during the Class Period.


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5.4. Each class member shall be entitled to a share of the Net Settlement Fund that is

equal to the percentage of the Total Net Premium that is represented by the Individual Net

Premium for the Settlement Class Member. Stated differently, each Settlement Class Member

shall receive payment in the amount of the percentage of his or her Individual Net Premium

relative to the Total Net Premium of the Settlement Class.

5.5. Within 30 days after Preliminary Approval of the Settlement, the Settlement

Administrator shall disseminate the Class Notice. In addition to those elements set forth in

Paragraph 12 of this Settlement Agreement, the Class Notice shall: (a) explain the formula for

determining each Settlement Class Members monetary recovery; (b) set forth the Total Net

Premium and the Individual Net Premium for each Settlement Class Member, as determined

from Chase Defendants records; and (c) inform each Settlement Class Member that if he or she

disputes the Individual Net Premium, the Settlement Class Member may so advise the Settlement

Administrator in writing within 45 days after Preliminary Approval of the Settlement and

provide back-up documentation to support his or her position. Settlement Class Members may

also provide an alternative address to which the Settlement Administrator should send their

monetary award.

5.5.1. The Class Notice shall be sent to each Settlement Class Member at his or

her last known address and, if available, to his or her last known email address.

5.5.2. In those instances where the Class Notice is returned as undeliverable, the

Settlement Administrator will make all reasonable efforts to locate the Settlement Class Member,

including trying to contact the Settlement Class Member telephonically.

5.6 At least 20 days prior to the hearing on Final Approval, the Settlement

Administrator shall prepare and disseminate to counsel a Class Member Payment List that shall


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identify: (a) each Settlement Class Member; (b) the Individual Net Premium Amount for each

Settlement Class Member, including any revision of Individual Net Premium Amounts; (c) the

deliverable address for each Settlement Class Member; (d) the percentage of monetary recovery

available to each Settlement Class Member; and (e) any Settlement Class Members who have

opted out of the Settlement Class.

5.7. Within 14 business days following the Effective Date of the Settlement, the Class

Administrator shall prepare and disseminate to counsel a final Class Member Payment List.

5.8. Within 21 business days following the Effective Date of the Settlement, the

Settlement Administrator shall draw and send checks in the amounts set forth in Paragraph 5.7

above to each Settlement Class Member on the Class Member Payment List.

5.8.1 Any checks which are returned as undeliverable or are not cashed within

120 days shall be voided and the money returned to the Settlement Fund.

5.9. Within 150 days of the initial dissemination of Settlement Checks to the

Settlement Class Members, the Settlement Administrator shall determine the amount of money,

if any, remaining in the Settlement Fund as the result of voided or undeliverable checks pursuant

to Paragraph 5.8 If the amount of money remaining in the Settlement Fund exceeds three

percent (3%) of the Net Settlement Fund, the Settlement Administrator then shall prepare a

Cashed Settlement Check List that identifies: (a) all Settlement Class Members who received

and cashed the Settlement Checks that were issued pursuant to this Settlement; and (b) the

amount that each Settlement Class Member shall receive pursuant to a second distribution, based

upon the formula identified in Paragraph 5.9.1. The Cashed Settlement Check List shall be sent

to counsel for the Parties.


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5.9.1 Within 10 business days after the Cashed Settlement Check List is

finalized and sent to counsel for the Parties, the Settlement Administrator shall perform a second

distribution of the money remaining in the Settlement Fund by issuing a check to each

Settlement Class Member on the Cashed Settlement Check List. The distribution shall be based

on the Individual Net Premium of each Settlement Class Member identified on the Cashed

Settlement Check List according to the following formula: each individual plaintiffs net

premium as a percentage of the total amount remaining in the Settlement Fund.

5.10. Any monies remaining in the Settlement Fund, either after the second distribution

of checks or if, after the first distribution, the amount of money remaining in the Settlement Fund

is three percent (3%) or less of the net Settlement Fund, shall be delivered to Habitat for

Humanity. The amount, if any, will be set forth in a report to counsel for the Parties.

5.11. At no point shall any remaining funds in the Settlement Fund revert back to

Defendants.

6. NOTICE AND ADMINISTRATIVE COSTS

6.1. All Notice and Administrative Costs, as provided in the Preliminary Approval

Order, will be paid by Plaintiffs.

6.2. All costs associated with the implementation and provision of the notifications,

and disclosures required by the Settlement, will be paid by Plaintiffs.

7. TAX TREATMENT OF SETTLEMENT FUND; CONSEQUENCES OF

TERMINATION

7.1. The Settling Parties will treat the bank account containing the Settlement Fund as

a qualified settlement fund within the meaning of Treasury Regulations 1.468B-I through

1.468B-5, 26 C.F.R. 1.468B-1 through 1.468B-5 (1992). They will treat the Settlement Account

as a qualified settlement fund for all reporting purposes under the federal tax laws. In addition,


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the Escrow Agent and, as required, Chase Defendants will jointly and timely make the relation-

back election (as defined in Treasury Regulation 1.468B-1) back to the earliest permitted date.

Such election will be made in compliance with the procedures and requirements contained in

such regulations. It will be the responsibility of the Escrow Agent to timely and properly prepare

and deliver the necessary documentation for signature by all necessary parties, and thereafter to

cause the appropriate filing to occur.

7.2. The Settlement Administrator will be the Escrow Agent within the meaning of

section 468B of the Internal Revenue Code of 1986 and Treasury Regulation 1.468B for the

Settlement Account. The Escrow Agent will timely and properly file all informational and other

tax returns necessary or advisable with respect to the Settlement Fund (including without

limitation the returns described in Treasury Regulation 1.468B-2(k)). Such returns will reflect

that all taxes (including any estimated taxes, interest or penalties) on the income earned by the

Settlement Fund will be paid out of the Settlement Fund or with the Additional Funds.

7.3. All (a) taxes (including any estimated taxes, interest or penalties) arising with

respect to the income earned by the Settlement Fund (inclusive of the Additional Funds)

(Taxes) and (b) expenses and costs incurred in connection with the operation and

implementation of settlement administration (including, without limitation, expenses of tax

attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or

failing to file) the returns) (Tax Expenses), will be paid out of the Settlement Fund or with the

Additional Funds; in no event will Chase Defendants have any liability or responsibility for the

Taxes, the Tax Expenses, or the filing of any tax returns or other documents with the Internal

Revenue Service or any other state or local taxing authority. The Escrow Agent and the

Settlement Fund will indemnify and hold Chase Defendants harmless for Taxes and Tax


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Expenses (including, without limitation, Taxes payable by reason of any such indemnification).

Furthermore, Taxes and Tax Expenses will be timely paid by the Escrow Agent out of the

Settlement Fund without prior Court order, and the Escrow Agent will be obligated

(notwithstanding anything herein to the contrary) to withhold from distribution to Claimants any

funds necessary to pay such amounts (as well as any amounts that may be required to be

withheld under Treasury Regulation 1.468B-2(1)-(2)); Defendants are not responsible for and

will have no liability therefore, or for any reporting requirements that may relate thereto. The

Settling Parties agree to cooperate with the Escrow Agent, each other, and their tax attorneys and

accountants to the extent reasonably necessary to carry out the provisions of this Paragraph and

settlement administration.

8. COVENANTS

The Settling Parties covenant and agree as follows:

8.1. Covenants not to sue. Named Plaintiffs and the Settlement Class covenant and

agree: (i) not to file any claim or litigation released under Paragraph 10 against any of the

Released Persons; and (ii) that the foregoing covenants and Agreement shall be a complete

defense to any such claims against any of the Released Persons.

8.2. Cooperation. The Settling Parties agree to cooperate reasonably and in good faith

with the goal of obtaining entry of a Final Judgment as quickly as is reasonably practicable and

expeditiously reaching agreement on the matters requiring mutual agreement as set forth in this

Settlement Agreement, including, but not limited to, the expeditious agreement to the terms of all

class notice documents and settlement administration protocols, and the preparation and

execution of all other reasonable documents necessary to achieve final approval of the


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Settlement by the District Court. Further, the Settling Parties shall consult with mediator David

Geronemus as necessary in effectuating this Paragraph.

9 REPRESENTATIONS AND WARRANTIES

9.1. Representations and Warranties.

9.1.1. Named Plaintiffs represent and warrant that they are the sole and exclusive

owners of all Released Claims and that they have not assigned or otherwise transferred any

interest in any of the Released Claims against any of the Released Persons, and further covenant

that they will not assign or otherwise transfer any interest in any of Plaintiffs Released Claims.

9.1.2. Named Plaintiffs represent and warrant that they shall have no surviving

claim or cause of action against any of the Released Persons with respect to any of the Released

Claims.

9.2. The Settling Parties Representations and Warranties. The Settling Parties, and

each of them on his, her, or its own behalf only, represent and warrant:

9.2.1. That they are voluntarily entering into the Settlement Agreement as a

result of arms-length negotiations among their counsel, that in executing the Settlement

Agreement, they are relying solely upon their own judgment, belief, and knowledge, and the

advice and recommendations of their own independently selected counsel, concerning the nature,

extent and duration of their rights and claims hereunder and regarding all matters which relate in

any way to the subject matter hereof; and that, except as provided herein, they have not been

influenced to any extent whatsoever in executing the Settlement Agreement by representations,

statements, or omissions pertaining to any of the foregoing matters by any Party or by any person

representing any party to the Settlement Agreement. Each of the Settling Parties assumes the

risk of mistake as to facts or law.


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10. RELEASES

10.1. Released Claims Of Settlement Class. Upon the Effective Date, each member of

the Settlement Class, other than the Named Plaintiffs, shall, by operation of the Final Judgment,

be deemed to have fully, conclusively, irrevocably, forever, and finally released, relinquished,

and discharged the Released Persons from any and all claims, actions, causes of action, suits,

debts, sums of money, payments, obligations, promises, damages, penalties, attorneys fees and

costs, liens, judgments, and demands of any kind whatsoever that each member of the Settlement

Class may now have or may have had in the past, whether in arbitration, administrative, or

judicial proceedings, whether as individual claims or as claims asserted on a class basis, whether

past or present, mature or not yet mature, known or unknown, suspected or unsuspected, whether

based on federal, state, or local law, statute, ordinance, regulations, contract, common law, or

any other source, that were or could have been sought or alleged in the Litigation and that relate,

concern, arise from, or pertain in any way to Chase Defendants placement of wind insurance

during the Class Period.

10.1.1. The Release in Paragraph 10.1 shall include, but not be limited to, all

claims related to charges for Chase Defendants placement of wind insurance during the Class

Period; the amount, duration, and alleged excessiveness of any wind insurance placed by the

Chase Defendants during the Class Period; payment or receipt of commissions, expense

reimbursements, alleged kickbacks, or any other compensation under any wind insurance

policy placed by the Chase Defendants during the Class Period; the disclosure or non-disclosure

of any payment, expenses, fees, or feature under any wind insurance policy placed by the Chase

Defendants during the Class Period; the receipt or non-disclosure of any benefit under any wind

insurance policy placed by the Chase Defendants during the Class Period; the content, manner,


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or accuracy of any communications regarding the placement of any wind insurance policy by the

Chase Defendants during the Class Period; and the regulatory approval or non-approval of any

wind insurance policy placed by the Chase Defendants during the Class Period.

10.1.2. The Release in Paragraph 10.1 shall not cover claims arising after the

Final Approval of the Settlement, or claims made under any wind insurance policy placed by the

Chase Defendants. Nothing in Paragraph 10.1 shall be deemed a release of any Settlement Class

Members respective rights and obligations under this Agreement.

10.1.3. Nothing in this Settlement Agreement shall be deemed a release of

Defendants from any existing obligation to any Settlement Class Member, other than named

Plaintiffs, under any loan, note, mortgage, or deed of trust, except to the extent that any such

obligation is being released pursuant to Paragraph 10.1.

10.2. Released Claims Of Named Plaintiffs. Upon the Effective Date, Named

Plaintiffs, on behalf of themselves, their family members, heirs, guardians, assigns, executors,

administrators, predecessors, and successors, hereby release and discharge the Released Persons

from any and all claims, actions, causes of action, suits, debts, sums of money, payments,

obligations, reckonings, promises, damages, penalties, attorneys fees and costs, liens,

judgments, and demands of any kind whatsoever that the Named Plaintiffs may have had in the

past or may now have against the Released Persons, whether in arbitration, administrative, or

judicial proceedings, whether as individual claims or as claims asserted on a class basis, whether

past or present, mature or not yet mature, known or unknown, suspected or unsuspected, whether

based on federal, state, or local law, statute, ordinance, regulations, contract, common law, or

any other source that were or could have been sought or alleged in the Litigation and that relate,


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concern, arise from, or pertain in any way to Chase Defendants placement of wind insurance

during the Class Period. In agreeing to this Release, Named Plaintiffs explicitly acknowledge

that unknown losses or claims could possibly exist and that any present losses may have been

underestimated in amount or severity.

10.2.1. The Release in Paragraph 10.2 shall include, but not be limited to, all

claims related to charges for Chase Defendants placement of wind insurance during the Class

Period; the amount, duration, and alleged excessiveness of any wind insurance placed by the

Chase Defendants during the Class Period; payment or receipt of commissions, expense

reimbursements, alleged kickbacks, or any other compensation under any wind insurance

policy placed by the Chase Defendants during the Class Period; the disclosure or non-disclosure

of any payment, expenses, fees, or feature under any wind insurance policy placed by the Chase

Defendants during the Class Period; the receipt or non-disclosure of any benefit under any wind

insurance policy placed by the Chase Defendants during the Class Period; the content, manner,

or accuracy of any communications regarding the placement of any wind insurance policy by the

Chase Defendants during the Class Period; and the regulatory approval or non-approval of any

wind insurance policy placed by the Chase Defendants during the Class Period.

10.2.2. This Release in Paragraph 10.2 shall not cover claims arising after the

Final Approval of this Settlement or claims made under any wind insurance policy placed by the

Chase Defendants. Nothing in Paragraph 10.2 shall be deemed a release of any Named

Plaintiffs respective rights and obligations under this Agreement.

10.2.3. Nothing in this Settlement Agreement shall be deemed a release of

Defendants from any existing obligation to Named Plaintiffs under any loan, note, mortgage, or


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deed of trust, except to the extent any such obligation relates, concerns, or pertains in any way to

wind lender-placed insurance and is being released pursuant to Paragraph 10.2.

10.2.4. The Named Plaintiffs and Class Counsel further represent that there are no

outstanding liens or claims against the Litigation, it being recognized that the Named Plaintiffs

will solely be charged with the responsibility to satisfy any other liens or claims asserted against

the Litigation.

10.3. Without in any way limiting their scope, these Releases cover by example and

without limitation, any and all claims for attorneys fees, costs, expert fees, or consultant fees,

interest, or litigation fees, or any other fees, costs, and/or disbursements incurred by Class

Counsel, or by the Named Plaintiffs, except to the extent otherwise specified in the Settlement

Agreement.

10.4. In connection with the foregoing Release, the Named Plaintiffs and each

Settlement Class Member shall be deemed, as of the entry of the Final Judgment, to have waived

any and all provisions, rights, benefits conferred by Section 1542 of the California Civil Code,

and any statute, rule and legal doctrine similar, comparable, or equivalent to California Civil

Code Section 1542, which provides that:

A general release does not extend to claims which the creditor does not know or suspect to

exist in his or her favor at the time of executing the release, which if known by him or her

must have materially affected his or her settlement with the debtor.

To the extent that anyone might argue that these principles of law are applicable

notwithstanding that the Settling Parties have chosen Florida law to govern this Settlement

Agreementthe Named Plaintiffs hereby agree, and each Settlement Class Member will be

deemed to agree, that the provisions of all such principles of law or similar federal or state laws,

rights, rules, or legal principles, to the extent they are found to be applicable herein, are hereby


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knowingly and voluntarily waived, relinquished and released. The Named Plaintiffs recognize,

and each Settlement Class Member will be deemed to recognize, that, even if they may later

discover facts in addition to or different from those which they now know or believe to be true,

they nevertheless agree that, upon entry of the Final Judgment, they fully, finally, and forever

settle and release any and all claims covered by these Releases. The Settling Parties

acknowledge that the foregoing Releases were bargained for and are a material element of the

Agreement.

10.5. This Agreement and the Releases herein do not affect the rights of Settlement

Class Members who timely and properly request exclusion from the Settlement.

10.6. The administration and consummation of the Settlement as embodied in this

Settlement Agreement shall be under the authority of the Court. The Court shall retain

jurisdiction to protect, preserve, and implement the Settlement Agreement, including, but not

limited to, enforcement of the Releases contained in the Agreement. The Court expressly retains

jurisdiction in order to enter such further orders as may be necessary or appropriate in

administering and implementing the terms and provisions of the Settlement Agreement.

10.7. Upon issuance of the Final Judgment: (i) the Settlement Agreement shall be the

exclusive remedy for any and all Settlement Class Members, except those who have properly

requested exclusion (opted out) in accordance with the terms and provisions hereof; (ii) the

Released Persons shall not be subject to liability or expense of any kind to any Settlement Class

Member(s) except as set forth herein; and (iii) Settlement Class Members shall be permanently

barred from initiating, asserting, or prosecuting any and all Released Claims against the Released

Persons in any federal or state court in the United States or any other tribunal.


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10.8. Nothing in this Settlement Agreement and Release shall preclude any action to

enforce the terms of the Settlement Agreement, including participation in any of the processes

detailed therein. The Releases set forth herein are not intended to include the release of any

rights or duties of the Settling Parties arising out of the Settlement Agreement, including the

express warranties and covenants contained herein.

11. SETTLEMENT ADMINISTRATOR

11.1. Plaintiffs shall select a Settlement Administrator, subject to the Chase

Defendants consent (which shall not be unreasonably withheld), and will request that the Court

appoint the Settlement Administrator. The Settlement Administrator will be approved by the

Court, will be an agent of the Court, and will be subject to the Courts supervision and direction

as circumstances may require. The Settlement Administrator will administer the Notice

Program, and oversee the distribution of Awards to Settlement Class Members in accordance

with the terms of the Settlement and orders of the Court.

11.2. The Settlement Administrator shall administer the monetary relief for Settlement

Class Members pursuant to the terms of this Agreement in a cost effective and timely manner.

The Settlement Administrator may request the assistance of the Settling Parties to identify Class

Members; to facilitate providing Notice directly or by publication; and to accomplish such other

purposes as may be approved by Chase and Class Counsel; and the Settling Parties shall

reasonably cooperate with such requests.

11.3. The Settlement Administrator shall maintain records of all payments to Settlement

Class members. The Settlement Administrator shall maintain all such records, until the later of,

120 days after either the Effective Date or the date the Settlement Fund has been fully

distributed, and such records will be made available upon request to Class Counsel and Defense


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Counsel. Supporting documentation will be kept confidential by the Settlement Administrator,

but may also be provided to the Court upon request and to Class Counsel and Defense Counsel to

the extent necessary to resolve settlement determination issues. The Settlement Administrator

also shall provide such reports and such other information to the Court as it may require.

11.4. The Settlement Administrator shall have the discretion to review Settlement Class

Members payments with the objectives of efficiency and effecting substantial justice to the

Settling Parties and the Settlement Class Members.

11.5. The Settlement Administrator shall, among other duties, cause the creation of a

website at www.chasewindinsurance.com (or similar domain name if that is not available) to

provide information and relevant documents related to this Settlement, including but not limited

to, all applicable deadlines; Class Notice; FAQs and answers; orders of the Court pertaining to

the Settlement; this Agreement; a toll-free telephone number; and contact addresses for the

Settlement Administrator for e-mail and U.S. mail. The cost of creating and maintaining this

website shall be a compensable Notice and Administrative Costs pursuant to Paragraph 2.29.

The Settling Parties shall agree on all information and documents to be posted on this website.

12. SETTLEMENT NOTICE, OBJECTIONS, AND OPT-OUT RIGHTS

12.1. Upon Preliminary Approval of the Settlement, as the Court may direct, the

Settlement Administrator shall cause the Class Notice to be disseminated to potential Settlement

Class Members as provided herein. Class Notice shall be disseminated pursuant to the Notice

Program on or before the Notice Date. A copy of the proposed form of Class Notice is attached

as Exhibit A.

12.2. The Class Notice shall:


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12.2.1. Contain a short, plain statement of the background of the Litigation

and the proposed Settlement;

12.2.2. Describe the proposed Settlement relief as set forth in this

Agreement;

12.2.3. Inform Settlement Class Members that, if they do not exclude

themselves from the Settlement Class, they shall receive relief and will release their claims;

12.2.4. Describe the procedures for participating in the Settlement and

advise Settlement Class Members of their rights, including their right to provide information

concerning their Award under the Settlement, to opt out of same, or object thereto;

12.2.5. Explain the impact of the proposed Settlement on any existing

litigation, arbitration or other proceeding;

12.2.6. State that any Award to Settlement Class Members under the

Settlement is contingent on the Court's final approval of the proposed Settlement;

12.2.7. Explain that neither Counsel for the Settling Parties, nor the

Settlement Administrator, may advise on the tax consequences of participating or not

participating in the Settlement;

12.2.8. Explain the procedures for opting out of the Settlement;

12.2.9. Specify that so-called mass or class opt outs shall not be

allowed; and


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12.2.10. Provide that any objection to the Settlement and any papers

submitted in support of said objection will be considered only if the Settlement Class Member

making an objection complies with the requirements in Paragraph 12.4.

12.3. A Settlement Class Member who wishes to opt out of the Settlement Class must

do so in writing. In order to opt out, a Settlement Class Member must complete and send to the

Settlement Administrator a request for exclusion that is post-marked no later than the Opt Out

Deadline, as specified in the Class Notice and Preliminary Approval Order. The request for

exclusion must be personally signed by the Settlement Class Member requesting exclusion and

must contain a statement that indicates a desire to be excluded from the Settlement Class in this

Litigation, such as I hereby request that I be excluded from the proposed Settlement Class in the

PulleyClass Action. So-called mass or class opt outs shall not be allowed.

12.3.1 Any Settlement Class Member who does not opt out of the Settlement in

the manner described herein shall be deemed to be part of the Settlement Class. A Settlement

Class Member who desires to opt out must take timely affirmative written action pursuant to this

Paragraph, even if the Settlement Class Member desiring to opt out of the Class (a) files or has

filed a separate action against any of the Released Persons, or (b) is, or becomes, a putative class

member in any other class action filed against any of the Released Persons.

12.4 Any potential Settlement Class Member who does not opt out of the Settlement

may object to the Settlement. To object, the Settlement Class Member must comply with the

procedures and deadlines in Paragraphs 12.4.1 and 12.4.2.

12.4.1. Any potential Settlement Class Member who wishes to object to the

Settlement must do so in writing on or before the Objection Date, as specified in the Class Notice


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and Preliminary Approval Order. The written objection must be mailed to Class Counsel and

Defense Counsel (at the addresses identified in Paragraph 18) no later than the Objection Date.

The requirements to assert a valid written objection shall be set forth in the Class Notice and on

the Settlement Website, and shall include: (a) the name, address, telephone number of the

Person objecting and, if represented by counsel, of his/her counsel; (b) proof of ownership of a

property on which wind insurance was lender placed during the class period by Chase Bank or its

predecessors, subsidiaries, or affiliates; (c) the basis for the objection; and (d) a statement of

whether he/she intends to appear at the Final Approval Hearing, either with or without counsel.

Any Settlement Class Member who fails to object to the Settlement in the manner described in

the Class Notice and consistent with this Paragraph shall be deemed to have waived any such

objection, shall not be permitted to object to any terms or approval of the Settlement at the Final

Approval Hearing, and shall be foreclosed from seeking any review of the Settlement or the

terms of the Agreement by appeal or other means.

12.4.2. Subject to approval of the Court, any Class Member who submits a written

objection in accordance with Paragraph 12.4 and the Class Notice may appear, in person or by

counsel, at the Final Approval Hearing held by the Court, to show cause why the proposed

Settlement should not be approved as fair, adequate, and reasonable, provided that the objecting

Class Member: (a) files with the Clerk of the Court a notice of intention to appear at the Final

Approval Hearing by the date that is set forth in the Class Notice (Notice Of Intention To

Appeal); and (b) serves the Notice Of Intention To Appear on all counsel designated in the

Class Notice. The Notice of Intention to Appear must include copies of any papers, exhibits, or

other evidence that the objecting Class Member will present to the Court in connection with the

Final Approval Hearing. Any Class Member who does not file a Notice of Intention To Appear


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13.1. By June 14, 2013, the Settling Parties will apply to the Court for entry of the

proposed Preliminary Approval Order and setting of a Fairness Hearing.

13.2. Within ten (10) days of entry of the Preliminary Approval Order, Chase will serve

notices of the Settlement on State and Federal regulatory authorities as required by the Class

Action Fairness Act of 2005, 28 U.S.C. 1715 (CAFA Notices).

13.3. Not later than ten (10) days before the Fairness Hearing, the Settlement

Administrator will provide Class Counsel, and Defense Counsel with an affidavit or declaration

by a competent affiant or declarant, attesting that the Class Notice has been disseminated in

accordance with the Preliminary Approval Order. Class Counsel will file the affidavit or

declaration with the Court prior to the Fairness Hearing.

13.4. The Settling Parties will brief the issue of Final Approval of the Settlement in

accordance with the Preliminary Approval Order or such other or further order of the Court.

13.5. At the Fairness Hearing, the Settling Parties will move for Final Approval of the

Settlement and entry of the proposed Judgment and present their arguments in support thereof.

13.6. Promptly after the Effective Date, all pending claims that have brought by any

Settlement Class Member in any other action and that have been released pursuant to this

Settlement Agreement shall be dismissed with prejudice.

14. CERTIFICATION OF CONDITIONAL NATIONWIDE SETTLEMENT

CLASS

14.1. In applying for entry of the Preliminary Approval Order, Plaintiffs also will

withdraw their pending Motion for Class Certification and will apply for conditional certification

of a nationwide Class for purposes of the Settlement. In moving for Final Approval of the


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Settlement and entry of Judgment, Plaintiffs will also request that certification of said nationwide

Class for purposes of Settlement be made final.

14.2. Solely for purposes of this Settlement and consistent with this Paragraph, Chase

Defendants will not object that the Action proceed as a nationwide class. Chase Defendants

non-objection shall not constitute, in this or any other proceeding, an admission by Chase

Defendants of any kind or any determination that certification of a nationwide class or any other

class for trial purposes is appropriate. If the Settlement is not granted final approval, or this

Agreement is otherwise terminated or rendered null and void, the certification of the above-

described nationwide Class shall be automatically vacated and shall not constitute evidence or a

binding determination that the requirements for certification of a nationwide class for trial

purposes in this or any other action can be or have been satisfied; in such circumstances, Chase

Defendants reserve all rights to challenge certification of a nationwide Class or any other Class

for trial purposes in the Litigation, or in any other action, on all available grounds as if no

nationwide settlement Class had been certified.

15. ATTORNEYS FEES, EXPENSES AND REPRESENTATIVE

PLAINTIFFS CASE CONTRIBUTION AWARDS

15.1. Chase Defendants agree not to oppose an application for the award of Attorneys

Fees and Expenses in this Action not to exceed a total of $1,425,000 and Expenses. Such

Attorneys Fees and Expenses, plus accrued interest, will be paid from the Settlement Fund by

wire transfer within ten (10) business days after the Effective Date. This amount of Attorneys

Fees and Expenses includes any award for attorneys fees in connection with securing Final

Approval of this Agreement by the Court at the Fairness Hearing or other activities required by


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this Agreement. Defendants shall not be responsible for the payment of any Attorneys Fees and

Expenses, which shall be paid from the Settlement Fund.

15.2 Plaintiffs intend to seek Case Contribution Awards of $10,000 for the Pulley

Plaintiffs and $5,000 for the Davis Plaintiffs from the Settlement Fund for their work and

assistance in the litigation. Chase Defendants will not oppose these requests. Defendants shall

not be responsible for the payment of any Attorneys Fees and Expenses, which shall be paid

from the Settlement Fund.

15.3. The procedure for and the grant or denial or allowance or disallowance by the

Court of the Attorneys' Fees and Expenses and Case Contribution Awards are to be considered

by the Court separately from the Court's consideration of the fairness, reasonableness, and

adequacy of the Settlement, and any order or proceedings relating to the applications for

Attorneys Fees and Expenses and Case Management Awards, or any appeal from any order

relating thereto or reversal or modification thereof, will not operate to terminate or cancel this

Agreement, or affect or delay the finality of Judgment approving the Agreement and the

Settlement.

16. TERMINATION AND EFFECT THEREOF

16.1. This Agreement shall be terminable by any Party if any of the conditions of

Paragraph 3, Paragraph 4.2.4, and Paragraph 12.9 are not fully satisfied, unless they are waived

in writing signed by authorized representatives of the Settling Parties.

16.2. This Agreement shall also terminate at the discretion of any Settling Party if: (1)

the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of this

Agreement or the proposed Settlement that is material, including without limitation, the terms or


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relief, the findings, or conclusions of the District Court, the provisions, relating to notice, the

definition of the Class, and/or the terms of the release; (2) the District Court, or any appellate

court(s), does not enter or completely affirm, or alters or expands, any portion of the Final

Judgment, or any of the District Courts findings of fact or conclusions of law, that is material; or

(3) if all of the conditions required to be met before the Effective Date do not occur.

16.3. If this Agreement is terminated as provided herein, either automatically or by a

Party, the Settlement shall be null and void from its inception and the Settling Parties will be

restored to their respective positions in the Litigation as of the date of preliminary approval. In

such event, the terms and provisions of this Agreement will have no further force and effect with

respect to the Settling Parties and will not be used in the Litigation, or in any other proceeding

for any purpose, and any Judgment or order entered by the Court in accordance with the terms of

this Agreement will be treated as vacated, nunc pro tunc.

16.4. If this Agreement is terminated as provided herein, either automatically or by a

Party, the balance remaining in the Settlement Fund will be refunded to the Chase Defendants

within 10 days. Neither any Plaintiff nor Class Counsel or any Settlement Class Member will

have any obligation to repay Chase for any such amounts that have paid or incurred.

17. MISCELLANEOUS PROVISIONS

17.1 Named Plaintiffs and Settlement Class Members who have made or who make a

claim in the future on their lender-placed wind insurance policy will not be affected in any way

as a result of their participation in this Settlement, and may participate in this Settlement to the

same extent as Named Plaintiffs or Settlement Class Members who have not made a claim on

their lender-placed wind insurance policy.


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17.2 There will be no offset to any amounts received by any Named Plaintiff or

Settlement Class Member under this Settlement to account for any payments to Named Plaintiffs

or Settlement Class Members under the National Mortgage Settlement or any other settlement

between the Chase Defendants and any governmental or private entity. Nor will any payments to

any Named Plaintiff or Settlement Class Member be an offset against any payments to Named

Plaintiffs or Settlement Class Members under the National Mortgage Settlement or any other

settlement between the Chase Defendants and any governmental or private entity.

17.3. The Settling Parties acknowledge that it is their intent to consummate this

Agreement, and they agree to cooperate to the extent reasonably necessary to effectuate and

implement all terms and conditions of this Agreement and to exercise their best efforts to

accomplish the foregoing terms and conditions of this Agreement.

17.4. The Settling Parties intend the Settlement to be a final and complete resolution of

all disputes between them with respect to the Litigation. The Settlement compromises claims that

are contested and will not be deemed an admission by any Settling Party as to the merits of any

claim or defense. The Settling Parties agree that the consideration provided to the Settlement

Class and the other terms of the Settlement were negotiated in good faith and at arms length by

the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with

competent legal counsel.

17.5. Neither this Agreement nor the Settlement, nor any act performed or document

executed pursuant to or in furtherance of this Agreement or the Settlement is or may be deemed

to be or may be used as an admission or evidence of the validity of any Released Claims, or of

any wrongdoing or liability of any Defendant; or is or may be deemed to be or may be used as an


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admission of, or evidence of, any fault, omission, wrongdoing or liability of any Defendant in

any civil, criminal, or administrative proceeding in any court, administrative agency or other

tribunal. Defendants may file this Agreement and/or the Judgment in any action that may be

brought against them in order to support any defense or counterclaim, including without

limitation those based on principles ofres judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction, or any other theory of claim preclusion, issue preclusion,

or similar defense or counterclaim.

17.6. All agreements made and orders entered during the course of the Litigation

relating to the confidentiality of information will survive this Agreement.

17.7. All of the Exhibits to this Agreement are material and integral parts hereof and are

fully incorporated herein by this reference.

17.8 This Agreement may be amended or modified only by a written instrument signed

by or on behalf of all Settling Parties or their respective successors-in-interest.

17.9. This Agreement and the Exhibits attached hereto constitute the entire agreement

among the Settling Parties, and no representations, warranties, or inducements have been made

to any Party concerning this Agreement or its Exhibits other than the representations, warranties,

and covenants covered and memorialized herein. Except as otherwise provided herein, the

Settling Parties will bear their own respective costs.

17.10. Class Counsel, on behalf of the Settlement Class, are expressly authorized by

Plaintiffs to take all appropriate action required or permitted to be taken by the Class pursuant to

this Agreement to effectuate its terms, and are expressly authorized to enter into any


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modifications or amendments to this Agreement on behalf of the Settlement Class that Class

Counsel deem appropriate.

17.11. This Agreement may be executed in one or more counterparts. All executed

counterparts and each of them will be deemed to be one and the same instrument. A complete set

of counterparts will be submitted to the Court.

17.12. This Agreement will be binding upon, and inure to the benefit of, the successors

and assigns of the Settling Parties.

17.13. The Court will retain jurisdiction with respect to implementation and enforcement

of the terms of this Agreement, and all Settling Parties hereto submit to the jurisdiction of the

Court for purposes of implementing and enforcing the Settlement.

17.14. None of the Settling Parties, or their respective counsel, will be deemed the

drafter of this Agreement or its Exhibits for purposes of construing the provisions thereof. The

language in all parts of this Agreement and its Exhibits will be interpreted according to its fair

meaning, and will not be interpreted for or against any Settling Party as the drafter thereof.

17.15. Class Counsel represent and warrant that they know of no other attorney who has

appeared on any document filed on behalf of any of the Plaintiffs in any of the actions

comprising the Litigation, and know of no other attorney who has any claim for attorneys' fees

arising from the Litigation separate from those fees to be awarded pursuant to this Agreement.

17.16. The Settling Parties stipulate to stay all proceedings in the Litigation until the

approval of this Agreement has been finally determined, except the stay of proceedings shall not


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prevent the filing of any motions, affidavits, and other matters necessary to obtain and preserve

final judicial approval of this Agreement.

17.17. Within 60 days after the Effective Date, Class Counsel shall destroy all

electronically stored information, testimony, or other information produced by Defendants in the

Litigation and shall so certify in writing.

17.18. The Settlement shall be governed by the laws of the State of Florida, except to the

extent that the law of the United States governs any matters set forth herein, in which case such

federal law shall govern.

17.19. The following principles of interpretation apply to the Agreement: (a) the plural

of any defined term includes the singular, and the singular of any defined term includes the

plural, as the case may be; (b) references to a person are also to the persons successor-in-

interest; and (c) whenever the words include, includes, or including are used in the

Agreement, they shall not be limiting, but rather shall be deemed to be followed by the words

without limitation.

17.20. The Settlement Agreement shall not be subject to collateral attack by any

Settlement Class Member or any receipt of the notices of the Settlement Class after the Judgment

is entered.

18. NOTICES

18.1. All Notices (other than the Class Notice and CAFA Notices) required by the

Agreement shall be made in writing and communicated by fax and mail to the following

addresses:


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All Notices to Class Counsel shall be sent to Class Counsel, c/o:

Meredith & Narine

Joel C. MeredithKrishna Narine100 South Broad Street, Suite 905Philadelphia, PA 19110Telephone: (215) 564-5182Facsimile: (267) 687-1628

All Notices to Defense Counsel shall be sent to Defense Counsel, c/o:

Robert M. BrochinBrian M. Ercole

Morgan Lewis & Bockius LLP200 South Biscayne Boulevard Suite 5300Miami, Florida 33131-2339Telephone: (305) 415-3000Facsimile: (305) 415-3001

Frank G. BurtFarrokh JhabvalaLandon K. ClaymanJorden Burt LLP1025 Thomas Jefferson Street, NW

Suite 400 EastWashington DC 20007-5208Telephone: (202) 965-8140Facsimile: (202) 965-8104

18.2. The notice recipients and addresses designated above may be changed by written

agreement of the Settling Parties.

18.3. Upon the request of any of the Settling Parties, the Settling Parties agree to

promptly provide each other with copies of objections, requests for exclusion, or other similar

documents received from Settlement Class Members in response to the Class Notice.

IN WITNESS WHEREOF, the Settling Parties have executed and caused this Settlement

on the dates set forth below.


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Dated _

Dated

Dated

Dated

By:NameJPMorgan Chase Bank, N.A.Defendant

By:NameChase Insurance Agency, Inc., on its ownand as successor by merger to JPMorganInsurance Agency, Inc.Defendant

By:Jerome Davislaintiff

By:Susan DavisPlaintiff

By: Vferedith NarineCounsel for the Settlement Class andforPlaintiff,>

26-Assurant Settlement Agreement FL Executed

Documents