UNITED STATES DISTRICT COURT SOUTHERN 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 themselves and all others similarly situated, Plaintiffs, v. JPMORGAN CHASE BANK, N.A., CHASE BANK USA, N.A., CHASE INSURANCE AGENCY, JP MORGAN INSURANCE AGENCY, ASSURANT, INC., AMERICAN SECURITY INSURANCE COMPANY, and VOYAGER INDEMNITY INSURANCE COMPANY, Defendants. 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

CLASS ACTION STIPULATION AND SETTLEMENT AGREEMENT AND RELEASE

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 1

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 Court’s 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”). 2

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 3

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. 2.10. “Class Counsel” means the law firm of Meredith & Narine. “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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or a legal holiday. Chase Bank USA. a Sunday..13. “Chase” or “Chase Defendants” means JPMorgan Chase Bank. Sunday.15..A. when computing any period of time prescribed or allowed by this Agreement. N. 2. the last day of the period so computed shall be included. “Defendants” mean all named defendants in this Litigation. Chase Insurance Agency. which. in which event the period runs until the end of the next day which is not a Saturday.12.5 and 12 and will notify Settlement Class Members of the preliminary approval of the Settlement and the scheduling of the Final Approval Hearing. among other things.16. Inc. “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. when computing any period of time “Court” means the United States District Court for the Southern District of “Class Period” means the period of time from January 1.14. except that.A.A. prescribed or allowed by this Agreement. including the Chase Defendants. Inc. event.. “Chase” or “Chase Defendants” does not include Chase Bank USA. and the Assurant Defendants. N. the day of the act. Florida. 2013. and JP Morgan Insurance Agency.11.2. in substantially the same form as Exhibit A... or default from which the designated period of time begins to run shall not be included. unless it is a Saturday. 2008 through March 4. and 6 . 2. “Class Notice” means the Court-approved form of notice to Settlement Class Members. Further. will comply with the requirements of Paragraphs 5. “Days” means calendar days. or legal holiday. a. 2. 2. N. 2.

means the placement of wind insurance pursuant to a mortgage or home equity loan agreement serviced by Chase Defendants to cover a borrower’s failure to maintain required wind insurance coverage on the property that is securing the loan. American Security Insurance Company. “Force-Placed” or “Lender-Placed” as used herein.20.b. or overturned by the Court or on appeal. reasonable. 2. “Fairness Hearing” means the hearing held by the Court to determine whether the terms of this Agreement are fair.19.. 2.21. 2. and is not fully reinstated on further appeal.22. If the Judgment is set aside. whether the Settlement should be granted final approval. if an appeal or petition for review is taken and dismissed or the Settlement (or award of Attorneys’ Fees and Expenses) is affirmed. or writ of certiorari can be taken has expired. the time period during which further petition for hearing. materially modified. 2. “Defense Counsel” means Defendants’ counsel of record in the Litigation. “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.17. and whether the Judgment should be entered. 2. appeal. 2. the Judgment shall not become Final.20 below). Inc. and adequate for the Settlement Class as a whole. “Final Approval” means the Court Order approving the Settlement after the Fairness Hearing is conducted. “Effective Date” means the date the Judgment in this case becomes Final (as defined in Paragraph 2. 7 .18. “Assurant” or “Assurant Defendants” means Assurant. and Voyager Indemnity Insurance Company.

27.A. vs. 2. “Notice Program” means the plan approved by the Court for disseminating the Class Notice to the Settlement Class. N.. et al. J. including but not limited to costs and expenses associated with assisting Class Members. “Notice Date” means the first day on which the Settlement Administrator or its designee disseminates the Class Notice. 2. and other reasonable and authorized fees and expenses of the Settlement Administrator.26. “Individual Net Premium” means the Net Premium for a given borrower.25. processing claims. “Named Plaintiffs” means Philip and Devra Pulley and Jerome and Susan Davis. Case No. escrowing funds and issuing and mailing Settlement Payments.31.29. 0:12-60936-Civ-Cohn/Seltzer pending in the Southern District of Florida.2. 2. “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. 2.24.23. and Attorneys’ Fees and Expenses. paying taxes and tax expenses.P. Settlement. and all reasonable and authorized costs and expenses incurred by the Settlement Administrator in administering the Settlement. 2.30. Case Contribution Awards. 2. 8 . Morgan Chase Bank. 2. “Net Settlement Fund” means the Settlement Fund less Notice and Administrative Costs. “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. “Judgment” means the judgment to be entered by the Court pursuant to the “Litigation” means the action styled Pulley et al. 2.28.

“Plaintiffs’ Counsel” means Meredith & Narine. “Preliminary Approval Order” means an order providing for.35.5.32. and the Settlement Class Members’ option and rights with respect thereto. 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.2. dissemination of the Notice to the Settlement Class. if any. among other things. . The Objection Date shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5.4 in order for a Settlement Class Member to be excluded from the Settlement Class.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 12.34. the material terms of the proposed Settlement. Hagens Berman Sobol Shapiro LLP. “Parties” means all Plaintiffs and Defendants. Freed Kanner London & Millen LLC and Gilman Law LLP. 9 . to the Settlement in accordance with Paragraph 12. P.5. Christopher & Weisberg.3 to be able to object to the Settlement. 2. preliminary approval of the Settlement.36. 2. 2. The Opt-Out Deadline shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5.A. “Objection Date” means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections. 2.

“Premium” means the amount charged to a borrower for a wind insurance policy that was lender placed by Chase Defendants. and their respective heirs.2. as detailed in Paragraph 10. 2. 2008 to March 4. and agents during the period January 1. and agents. subsidiaries. “Released Persons” means: (a) Defendants and each of their respective former and current predecessors. “Released Claims” means the claims released pursuant to Paragraph 10 of the Settlement Agreement. 2.42. directors. officers. and (b) any other insurance carriers. 2. “Settlement” means the settlement set forth in this Agreement. administrators.40. “Refund” means the amount of money received or credited to a borrower when a force placed wind insurance policy is cancelled. officers. 2. The Settlement Class shall consist of all persons in the United States that have or had a residential mortgage loan or line of credit 10 .41. 2013. successors.38. on behalf of themselves and each of the Settlement Class Members. parents. affiliates. parents.39.37. 2. which issued or may have issued lender-placed wind insurance to any Settlement Class Member for Chase Defendants and/or any of Chase’s predecessors.. “Releasing Persons” means Plaintiffs. Inc. directors. employees. investors. such as SWBC Mortgage Corporation and WNC Insurance Services. affiliates. “Release” or “Releases” means the releases of claims by the Releasing Persons against the Released Persons. subsidiaries. successors and assigns. successors.44.43. investors. “Settlement Class” means all members of the class of borrowers in this Litigation that will be certified by the Court for settlement purposes. 2. 2. employees.

and all Settlement Class Members.1. The Settlement must be approved by the District Court in accordance with the following steps: 3. directors.750. the Releasing Persons. in full. 1: District Court Approval.000 that Chase Defendants have agreed to pay in Settlement of this Litigation. 3.47. 2. “Settling Parties” means.46. 3. 2013. Class Certification. 2. Application for Preliminary Approval of Proposed Settlement.serviced by the Chase Defendants and secured by property on which wind insurance was lenderplaced at any time between January 1. 2. Chase Defendants. The Preliminary Approval Application shall include a Preliminary Approval Order and a 11 . Class Counsel will present a Preliminary Approval Application to the District Court by June 14. CONDITIONS AND OBLIGATIONS RELATING TO THE EFFECTIVENESS OF THE SETTLEMENT Settlement is expressly contingent upon the satisfaction. Specifically excluded from the Settlement Class are: (a) the Defendants and their respective board members. collectively. and Class Notice. and officers. “Total Net Premium” means the total of all Net Premiums on wind policies lender placed by Chase Defendants during the Class Period. “Settlement Fund” means the $4.1 Condition No.45.1. of the material conditions set forth below. 2008 and March 4. After good faith consultation with counsel for Defendants. 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.48. 2. 2013. “Settlement Class Member” means any member of the Settlement Class.

approving the Named Plaintiffs as class representatives and appointing Meredith & Narine as Class Counsel. 12 .3 Entry of Preliminary Approval Order. and Preliminarily approve the Settlement as fair. the Due Process Clause of the United States Constitution. reasonable and determine that such Notice complies with all legal requirements. v.1. ii. P. 3. R.1.C. Approve the Settlement Administrator. which shall.2 Settlement Class Certification. the Named Plaintiffs shall seek orders (preliminary and final. but not limited to. in good faith. iii. pursuant to Fed. In connection with the proceedings on Preliminary and Final Approval of the proposed Settlement. Certify a nationwide Settlement Class. respectively) certifying the Settlement Class pursuant to Rule 23 of the Federal Rules of Civil Procedure for purposes of this Settlement only. 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. 23. iv. § 1715. 3. The Settling Parties shall.Proposed Class Notice. adequate.S. among other things: i. Order the issuance of Notice to the Settlement Class. The District Court shall enter a Preliminary Approval Order. Schedule a date and time for a Final Approval Hearing to determine whether the Preliminary Approval Order should be finally approved by the Court. including. Civ. in substantially similar form as Exhibit A.

vii. The Class Notice will advise Settlement Class Members of this option. Settlement Agreement.4 Issuance of Class Notice. 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. at the Class Member’s expense.5 Settlement Class Members have the option to participate in the Final Approval Hearing at their own expense by obtaining their own attorney(s). and x. ix.5 Final Approval Hearing. and advise that a failure to do so shall prevent those Settlement Class Members from doing so. Settlement Class Members who choose this option will be responsible for any attorneys’ fees or costs incurred as a result of this election.vi. the Settling Parties will request that the District Court schedule and conduct a 13 . Require Settlement Class Members who wish to exclude themselves to submit an appropriate and timely written request for exclusion by the Exclusion Deadline. 3. Authorize the Settling Parties to take all necessary and appropriate steps to establish the means necessary to implement the Settlement Agreement.1. 3. Require attorneys representing any Settlement Class Member. 3. In connection with the Preliminary Approval Application. and advise that a failure to do so shall bind those Settlement Class Members who remain in the Class. as directed in the Settlement Agreement and Class Notice. Pursuant to the Preliminary Approval Order to Issue related orders to effectuate the preliminary approval of the be entered by the District Court. Class Counsel shall cause the Class Notice to be issued pursuant to Paragraph 12 below. to file a notice of appearance. viii.1. as directed in the Settlement Agreement and Class Notice.1.

2: Finality of Final Judgment. Any application for legal fees and expenses shall be made at least thirty (30) days prior to the Objection Date or Opt-Out Deadline. including. 14 . Find that (1) the District Court has personal jurisdiction over all Class Members. pursuant to Fed. the Due Process Clause of the United States Constitution. at which it will consider whether the Settlement is fair. and (iii) determine the Case Contribution Award. Finally approve the Settlement Agreement. and adequate pursuant to Rule 23 of the Federal Rules of Civil Procedure (“Final Approval Hearing”). Specifically. 23. The Settling Parties otherwise covenant and agree that they will reasonably cooperate with one another in seeking entry of Final Judgment. c. Named Plaintiffs.20 above. but not limited to. after good faith consultation with counsel for all Defendants. Finally certify the Settlement Class for settlement purposes only.2 Condition No. 3. on or after the Final Approval Hearing. and (3) venue is proper. R. among other things: a. that should be awarded as contemplated by the Settlement Agreement. Find that the form and means of disseminating the Class Notice complied with all laws. Civ. the District Court: (i) enter Final Judgment. and shall. reasonable. (2) the District Court has subject matter jurisdiction over the claims asserted in this Litigation. (ii) determine the legal fees and expenses that should be awarded to Class Counsel as contemplated in the Settlement Agreement. d. P. if any. The Final Judgment must be Final in accordance with Paragraph 2. granting final approval of the Settlement and dismissing with prejudice this Litigation.hearing after dissemination of Class Notice. The Settling Parties agree to support entry of Final Judgment. as fair. shall request that. b. reasonable and adequate.

Issue related orders to effectuate the final approval of the Settlement Agreement and its implementation. relinquished. and for any other necessary purpose. Plaintiffs and all Settlement Class Members shall be deemed to have forever released. Agreement. f. 4. or dismissal of this Litigation. by operation of the entry of the Judgment. i. g. Chase Defendants will provide the benefits described below. j. and k. 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.750. Retain jurisdiction relating to the administration. Find that.00).e. AND OTHER RELIEF 4. consummation. Bar and permanently enjoin Plaintiffs and all Settlement Class Members from prosecuting any and all Released Claims against the Released Parties. BENEFITS. and discharged the Released Parties from any and all claims arising out of.2 Settlement Monetary Consideration. SETTLEMENT CONSIDERATION. settlement. or in connection with the initiation. as of the Effective Date. 4. which shall include all Notice and 15 . Chase Defendants agree to pay four million seven hundred fifty thousand dollars ($4.1 In consideration of the Release set forth in Paragraph 9. the Final Judgment.000. Make the Releases in Paragraph 10 of the Settlement Agreement effective as of the date of the Final Judgment. h. Authorize the Settling Parties to implement the terms of the Settlement enforcement. and interpretation of the Settlement Agreement. relating to. prosecution.

750. with a third party financial institution to be jointly selected by the Settling Parties. 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. 4. 4.00) U. inter alia.2. Defendants will wire transfer the sum of four million seven hundred fifty thousand dollars ($4. Within thirty (30) calendar days of Preliminary Approval of this Settlement. 4.3.4.Administrative Costs. the Settlement Administrator will distribute the Settlement Fund as set forth in Paragraph 5. (c) the Case Contribution Awards. and (d) the Attorneys’ Fees and Expenses.1 No portion of the Settlement Fund shall revert to Defendants at any time. if any. ordered. into a Settlement Fund pursuant to the terms and conditions set forth below. which will.2. and Case Contribution Awards. or otherwise required to make any additional payments in connection with this Settlement other than those specified in 16 . if any. (b) all payments to Settlement Class Members.000. A Settlement Fund shall be established in the amount of $4. If Chase Defendants are obligated. fund monetary payments to Settlement Class Members. 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. dollars into an interest-bearing bank account designated by the Settlement Administrator. Attorneys’ Fees and Expenses.000. The Settlement Fund shall pay: (a) all Notice and Administrative Costs. No later than fourteen (21) business days after the Effective Date.S.2. Any interest that accrues on the Settlement Fund before the Settlement Fund is distributed shall be retained by the Settlement Fund.750.2. Prior to the Effective Date. 4. including the cost of Notice.2.

including Fannie Mae and Freddie Mac. such that. Deficiencies for Chase-Owned Loans. For those Settlement Class Members for whom such a waiver is obtained. that have been foreclosed or that have gone to short sale. 4. 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. Chase Defendants shall have the right to terminate this Agreement without penalty or sanction.2. in connection with the Final Approval of the Settlement Agreement. as soon as is practicable following Final Approval of the Settlement. 4. With respect to all Settlement Class Members’ loans serviced by any Chase Defendant on behalf of a non-Chase investor. As soon as is practicable following Final Approval of the Settlement. 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. Deficiencies for Non-Owned Chase Loans. 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. 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.Paragraph 4.4. the Settlement Administrator shall send a written notice to whom this provision applies identifying the dollar amount of any 17 .3. With respect to all Settlement Class Members’ loans owned by any Chase Defendant that have been foreclosed or that have gone to short sale.

1 Commissions. 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. 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. investor requirements. When the borrower has an escrow account.5 Injunctive Relief. 4. Chase Defendants shall maintain for a period of at least six (6) years from the date of final approval of the Settlement. In addition. regulations. Subject to any subsequently enacted laws.5. 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. 4. 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).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 lenderplaced wind insurance and informing the borrower that this amount of the deficiency is released. The Settling Parties agree to the injunctive and programmatic relief set forth below. from lender-placed insurers in connection with the placement of wind insurance during this time period. Chase Defendants shall not accept commissions. or mortgage contract provisions that would require it to maintain different requirements for mortgages or lines of credit on residential properties. Pursuant to this provision. but the deposit balance is not sufficient to pay wind insurance premiums on an 18 .2 Wind Coverage Requirement.5. 4.3 Maintenance of Existing Insurance Coverage. or any substitute for commissions.5.

If a borrower complies with the conditions in this Paragraph. and that are relevant and applicable to lender-placed wind insurance. Fannie Mae and Freddie Mac. including. 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. The borrower shall be responsible for all funds advanced pursuant to this Paragraph. an escrow account will be created for the borrower that reflects the borrower’s debt for the payments made by Chase Bank to pay the past due premiums and to cover future wind insurance premiums. 19 . 4. that have not been waived. The borrower shall be responsible for all funds advanced pursuant to this Paragraph.5. and (b) identifies the amount of the premiums for the borrower’s existing policy. but not limited to.4.existing policy and borrower fails to pay those premiums. 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. 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. Lender placed wind insurance may only be placed when the Chase Defendants do not have adequate proof of sufficient wind coverage on the property. 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. When the borrower does not have an escrow account. that are in effect and are being enforced. and (b) identifies the amount of the premiums for the borrower’s existing policy.

Borrowers’ names Wind LPI Policy number Property address Date(s) of placement Last known residence address Last known telephone number. 2008 through March 4. 2013. Within a reasonable amount of time after the signing of the MOU.1. if possible Wind LPI Premium amount charged Wind LPI Premium amount refunded The Settlement Administrator shall compute the Total Net Premium charged for lender-placed wind insurance during the Class Period. if possible Last known email address. 5. Request for Proposal for Lender-Placed Wind Insurance Provider. 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.3.4. The Class List shall include the following data fields: (a) (b) (c) (d) (e) (f) (g) (h) (i) 5.5. Chase Bank shall use a request for proposal process to select a lender-placed insurance provider. Chase Defendants shall provide to the Settlement Administrator the Class List in electronic format. In connection with this process. which shall consist of all borrowers on whose property Chase Defendants placed wind insurance during the period January 1. PLAN OF ALLOCATION OF SETTLEMENT PAYMENTS 5. Within 10 days after Preliminary Approval of the Settlement.5. 20 .2. 5.

5. The Class Notice shall be sent to each Settlement Class Member at his or her last known address and.4. if available. 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.5.5. In addition to those elements set forth in Paragraph 12 of this Settlement Agreement.5. Within 30 days after Preliminary Approval of the Settlement. Stated differently. to his or her last known email address. as determined from Chase Defendants’ records. the Class Notice shall: (a) explain the formula for determining each Settlement Class Member’s monetary recovery. and (c) inform each Settlement Class Member that if he or she disputes the Individual Net Premium. Settlement Class Members may also provide an alternative address to which the Settlement Administrator should send their monetary award. including trying to contact the Settlement Class Member telephonically. 5.2. In those instances where the Class Notice is returned as undeliverable.6 At least 20 days prior to the hearing on Final Approval. 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. the Settlement Administrator shall disseminate the Class Notice. 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. the Settlement Administrator shall prepare and disseminate to counsel a Class Member Payment List that shall 21 .5. the Settlement Administrator will make all reasonable efforts to locate the Settlement Class Member. 5. 5. (b) set forth the Total Net Premium and the Individual Net Premium for each Settlement Class Member.1.

the Settlement Administrator shall determine the amount of money.7 above to each Settlement Class Member on the Class Member Payment List. 5.8. 5. (c) the deliverable address for each Settlement Class Member.8. the Settlement Administrator shall draw and send checks in the amounts set forth in Paragraph 5.8 If the amount of money remaining in the Settlement Fund exceeds three percent (3%) of the Net Settlement Fund. remaining in the Settlement Fund as the result of voided or undeliverable checks pursuant to Paragraph 5. (d) the percentage of monetary recovery available to each Settlement Class Member. including any revision of Individual Net Premium Amounts.9. 5. if any. 22 . Within 150 days of the initial dissemination of Settlement Checks to the Settlement Class Members. 5. Within 14 business days following the Effective Date of the Settlement. Within 21 business days following the Effective Date of the Settlement.9.1 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. based upon the formula identified in Paragraph 5. the Class Administrator shall prepare and disseminate to counsel a final Class Member Payment List. 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. (b) the Individual Net Premium Amount for each Settlement Class Member. and (e) any Settlement Class Members who have opted out of the Settlement Class.1.7. The Cashed Settlement Check List shall be sent to counsel for the Parties. and (b) the amount that each Settlement Class Member shall receive pursuant to a second distribution.identify: (a) each Settlement Class Member.

1. All Notice and Administrative Costs.10. CONSEQUENCES OF TERMINATION 7. They will treat the Settlement Account as a qualified settlement fund for all reporting purposes under the federal tax laws. Any monies remaining in the Settlement Fund.1. as provided in the Preliminary Approval At no point shall any remaining funds in the Settlement Fund revert back to Order.R.2. 26 C. either after the second distribution of checks or if. 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 amount. The Settling Parties will treat the bank account containing the Settlement Fund as a “qualified settlement fund” within the meaning of Treasury Regulations 1. 7.468B-I through 1. 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. 5. 23 .468B-5 (1992). will be paid by Plaintiffs.11. 6.5.F. TAX TREATMENT OF SETTLEMENT FUND. 5. and disclosures required by the Settlement. All costs associated with the implementation and provision of the notifications. Defendants. 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 plaintiff’s net premium as a percentage of the total amount remaining in the Settlement Fund.468B-1 through 1. 6.1 Within 10 business days after the Cashed Settlement Check List is finalized and sent to counsel for the Parties. after the first distribution. NOTICE AND ADMINISTRATIVE COSTS 6.9. In addition. 1. if any. will be set forth in a report to counsel for the Parties.468B-5. will be paid by Plaintiffs.

in no event will Chase Defendants have any liability or responsibility for the 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.468B-1) back to the earliest permitted date. Such returns will reflect that all taxes (including any estimated taxes. All (a) taxes (including any estimated taxes. 7. or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority.2. Such election will be made in compliance with the procedures and requirements contained in such regulations. Chase Defendants will jointly and timely make the “relationback election” (as defined in Treasury Regulation 1. 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. without limitation. 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. and thereafter to cause the appropriate filing to occur. 7.3.the Escrow Agent and. the Tax Expenses. 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. will be paid out of the Settlement Fund or with the Additional Funds. as required.468B-2(k)). The Escrow Agent and the Settlement Fund will indemnify and hold Chase Defendants harmless for Taxes and Tax 24 . 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. 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”).

each other. but not limited to. or for any reporting requirements that may relate thereto. Furthermore. Covenants not to sue. 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.2. and (ii) that the foregoing covenants and Agreement shall be a complete defense to any such claims against any of the Released Persons. Taxes payable by reason of any such indemnification). 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. without limitation. Defendants are not responsible for and will have no liability therefore. 8. Cooperation.468B-2(1)-(2)). including. The Settling Parties agree to cooperate with the Escrow Agent. Taxes and Tax Expenses will be timely paid by the Escrow Agent out of the Settlement Fund without prior Court order. and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this Paragraph and settlement administration. the expeditious agreement to the terms of all class notice documents and settlement administration protocols. 8.1.Expenses (including. COVENANTS The Settling Parties covenant and agree as follows: 8. 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 the preparation and execution of all other reasonable documents necessary to achieve final approval of the 25 .

extent and duration of their rights and claims hereunder and regarding all matters which relate in any way to the subject matter hereof.1. they are relying solely upon their own judgment. Further. 9. The Settling Parties. except as provided herein.2. they have not been influenced to any extent whatsoever in executing the Settlement Agreement by representations. represent and warrant: 9.Settlement by the District Court. or omissions pertaining to any of the foregoing matters by any Party or by any person representing any party to the Settlement Agreement. 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.1. That they are voluntarily entering into the Settlement Agreement as a result of arm’s-length negotiations among their counsel.2. and the advice and recommendations of their own independently selected counsel. concerning the nature. statements.1.1. The Settling Parties’ Representations and Warranties. and each of them on his.1. 9. 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. 26 . or its own behalf only. 9.2. and knowledge. Each of the Settling Parties assumes the risk of mistake as to facts or law. and further covenant that they will not assign or otherwise transfer any interest in any of Plaintiffs’ Released Claims. that in executing the Settlement Agreement. Representations and Warranties. and that. the Settling Parties shall consult with mediator David Geronemus as necessary in effectuating this Paragraph. 9 REPRESENTATIONS AND WARRANTIES 9. belief. her.

administrative. 10. suspected or unsuspected. causes of action.” or any other compensation under any wind insurance policy placed by the Chase Defendants during the Class Period. duration. The Release in Paragraph 10. whether as individual claims or as claims asserted on a class basis. contract.10. concern. payments. RELEASES 10. conclusively. the receipt or non-disclosure of any benefit under any wind insurance policy placed by the Chase Defendants during the Class Period. arise from. statute. each member of the Settlement Class. the amount. expenses. regulations.1. sums of money. or feature under any wind insurance policy placed by the Chase Defendants during the Class Period. damages. penalties. ordinance. mature or not yet mature. or judicial proceedings. 27 . attorney’s fees and costs. fees. forever. state. all claims related to charges for Chase Defendants’ placement of wind insurance during the Class Period.1. or any other source. the disclosure or non-disclosure of any payment. and demands of any kind whatsoever that each member of the Settlement Class may now have or may have had in the past. payment or receipt of commissions. and finally released. the content. known or unknown. promises. that were or could have been sought or alleged in the Litigation and that relate. or pertain in any way to Chase Defendants’ placement of wind insurance during the Class Period.1. relinquished. suits. whether past or present. judgments. obligations. and alleged excessiveness of any wind insurance placed by the Chase Defendants during the Class Period. and discharged the Released Persons from any and all claims. irrevocably. common law. debts. actions. but not be limited to. liens. by operation of the Final Judgment.1 shall include. whether based on federal. Released Claims Of Settlement Class. Upon the Effective Date. manner. shall. whether in arbitration. other than the Named Plaintiffs. expense reimbursements. or local law. alleged “kickbacks. be deemed to have fully.

Released Claims Of Named Plaintiffs. except to the extent that any such obligation is being released pursuant to Paragraph 10. or local law.2. obligations. on behalf of themselves. guardians. or claims made under any wind insurance policy placed by the Chase Defendants. administrators. whether in arbitration. Upon the Effective Date.1 shall not cover claims arising after the Final Approval of the Settlement. heirs. under any loan. 10. state. sums of money. executors.or accuracy of any communications regarding the placement of any wind insurance policy by the Chase Defendants during the Class Period. suspected or unsuspected.2.1. statute. actions. suits. whether based on federal. and successors. note.3. promises.1 shall be deemed a release of any Settlement Class Member’s respective rights and obligations under this Agreement. their family members. debts. and the regulatory approval or non-approval of any wind insurance policy placed by the Chase Defendants during the Class Period. liens. mature or not yet mature. 28 . Named Plaintiffs. contract. or deed of trust. 10. mortgage. The Release in Paragraph 10. reckonings. regulations. damages. Nothing in this Settlement Agreement shall be deemed a release of Defendants from any existing obligation to any Settlement Class Member.1. or judicial proceedings. hereby release and discharge the Released Persons from any and all claims. administrative. penalties.1. other than named Plaintiffs. causes of action. 10. predecessors. Nothing in Paragraph 10. whether as individual claims or as claims asserted on a class basis. and demands of any kind whatsoever that the Named Plaintiffs may have had in the past or may now have against the Released Persons. or any other source that were or could have been sought or alleged in the Litigation and that relate. common law. whether past or present. assigns. payments. attorney’s fees and costs. ordinance. judgments. known or unknown.

10. and alleged excessiveness of any wind insurance placed by the Chase Defendants during the Class Period. the disclosure or non-disclosure of any payment. the content.2 shall include. In agreeing to this Release.2. expenses. the amount. fees. 10. the receipt or non-disclosure of any benefit under any wind insurance policy placed by the Chase Defendants during the Class Period. or feature under any wind insurance policy placed by the Chase Defendants during the Class Period. manner.2. duration.1. alleged “kickbacks.2.2 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. This Release in Paragraph 10. or 29 . or pertain in any way to Chase Defendants’ placement of wind insurance during the Class Period. 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. The Release in Paragraph 10. payment or receipt of commissions.2. and the regulatory approval or non-approval of any wind insurance policy placed by the Chase Defendants during the Class Period. arise from.” or any other compensation under any wind insurance policy placed by the Chase Defendants during the Class Period. mortgage. or accuracy of any communications regarding the placement of any wind insurance policy by the Chase Defendants during the Class Period. Nothing in Paragraph 10. but not be limited to. note. Nothing in this Settlement Agreement shall be deemed a release of Defendants from any existing obligation to Named Plaintiffs under any loan. 10. expense reimbursements.2 shall be deemed a release of any Named Plaintiffs’ respective rights and obligations under this Agreement. all claims related to charges for Chase Defendants’ placement of wind insurance during the Class Period.3.concern.

or pertains in any way to wind lender-placed insurance and is being released pursuant to Paragraph 10. costs. rules. and any statute. or legal principles. The Named Plaintiffs and Class Counsel further represent that there are no outstanding liens or claims against the Litigation. or any other fees. the Named Plaintiffs and each Settlement Class Member shall be deemed. concerns. 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. which if known by him or her must have materially affected his or her settlement with the debtor.deed of trust.2. or equivalent to California Civil Code Section 1542. are hereby 30 . In connection with the foregoing Release. 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. comparable.2. and/or disbursements incurred by Class Counsel. to the extent they are found to be applicable herein. rights. 10. or by the Named Plaintiffs. any and all claims for attorneys’ fees. except to the extent otherwise specified in the Settlement Agreement. interest. except to the extent any such obligation relates.4. benefits conferred by Section 1542 of the California Civil Code. as of the entry of the Final Judgment.4. rule and legal doctrine similar. rights. 10. to have waived any and all provisions. or consultant fees. or litigation fees. expert fees. 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. 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 Agreement—the Named Plaintiffs hereby agree. 10. Without in any way limiting their scope. costs. these Releases cover by example and without limitation.3.

7. relinquished and released. and each Settlement Class Member will be deemed to recognize. The administration and consummation of the Settlement as embodied in this Settlement Agreement shall be under the authority of the Court. Upon issuance of the Final Judgment: (i) the Settlement Agreement shall be the exclusive remedy for any and all Settlement Class Members. 10. but not limited to. that. enforcement of the Releases contained in the Agreement. and implement the Settlement Agreement. The Court shall retain jurisdiction to protect.5. they nevertheless agree that.knowingly and voluntarily waived. 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.6. finally. including. except those who have properly requested exclusion (opted out) in accordance with the terms and provisions hereof. The Named Plaintiffs recognize. (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 forever settle and release any and all claims covered by these Releases. even if they may later discover facts in addition to or different from those which they now know or believe to be true. preserve. 10. This Agreement and the Releases herein do not affect the rights of Settlement Class Members who timely and properly request exclusion from the Settlement. The Settling Parties acknowledge that the foregoing Releases were bargained for and are a material element of the Agreement. 31 . 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. they fully. and (iii) Settlement Class Members shall be permanently barred from initiating. asserting. 10. upon entry of the Final Judgment.

and will request that the Court appoint the Settlement Administrator. 120 days after either the Effective Date or the date the Settlement Fund has been fully distributed. The Settlement Administrator shall maintain records of all payments to Settlement Class members.8.3. and will be subject to the Court’s supervision and direction as circumstances may require. Plaintiffs shall select a Settlement Administrator. 11. The Settlement Administrator will be approved by the Court. and to accomplish such other purposes as may be approved by Chase and Class Counsel. Nothing in this Settlement Agreement and Release shall preclude any action to enforce the terms of the Settlement Agreement. subject to the Chase Defendants’ consent (which shall not be unreasonably withheld). and the Settling Parties shall reasonably cooperate with such requests. 11. 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. SETTLEMENT ADMINISTRATOR 11. will be an agent of the Court. 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. until the later of. including the express warranties and covenants contained herein.1.10. to facilitate providing Notice directly or by publication. including participation in any of the processes detailed therein. The Settlement Administrator will administer the Notice Program. 11.2. and oversee the distribution of Awards to Settlement Class Members in accordance with the terms of the Settlement and orders of the Court. and such records will be made available upon request to Class Counsel and Defense 32 . The Settlement Administrator may request the assistance of the Settling Parties to identify Class Members. The Settlement Administrator shall maintain all such records.

among other duties. cause the creation of a website at www. Supporting documentation will be kept confidential by the Settlement Administrator.29. as the Court may direct. The Settling Parties shall agree on all information and documents to be posted on this website.Counsel. 12. SETTLEMENT NOTICE. Upon Preliminary Approval of the Settlement.1. 12.2. FAQs and answers. The Settlement Administrator shall.4.chasewindinsurance. this Agreement. mail. including but not limited to. 11. Class Notice shall be disseminated pursuant to the Notice Program on or before the Notice Date. all applicable deadlines. Class Notice. 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. orders of the Court pertaining to the Settlement. a toll-free telephone number. OBJECTIONS. The cost of creating and maintaining this website shall be a compensable Notice and Administrative Costs pursuant to Paragraph 2.com (or similar domain name if that is not available) to provide information and relevant documents related to this Settlement. and contact addresses for the Settlement Administrator for e-mail and U. 11. The Settlement Administrator also shall provide such reports and such other information to the Court as it may require.S. 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.5. the Settlement Administrator shall cause the Class Notice to be disseminated to potential Settlement Class Members as provided herein. The Class Notice shall: 33 . A copy of the proposed form of Class Notice is attached as Exhibit A. AND OPT-OUT RIGHTS 12.

2. to opt out of same. 12. nor the Settlement Administrator. may advise on the tax consequences of participating or not participating in the Settlement. 12.3.2.2.2. 12. 12. and Explain the procedures for opting out of the Settlement. if they do not exclude themselves from the Settlement Class. plain statement of the background of the Litigation Describe the proposed Settlement relief as set forth in this Inform Settlement Class Members that.8.9.2. allowed.2. arbitration or other proceeding. Describe the procedures for participating in the Settlement and advise Settlement Class Members of their rights. and the proposed Settlement. including their right to provide information concerning their Award under the Settlement.2. Agreement.5.2. 12. Contain a short. Specify that so-called “mass” or “class” opt outs shall not be 34 . 12.1. Explain that neither Counsel for the Settling Parties.4. Explain the impact of the proposed Settlement on any existing litigation.2.7. they shall receive relief and will release their claims. 12. or object thereto. 12.6. 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.

or (b) is. To object. In order to opt out. 12. A Settlement Class Member who desires to opt out must take timely affirmative written action pursuant to this Paragraph.4.10.3.4 Any potential Settlement Class Member who does not opt out of the Settlement may object to the Settlement. as specified in the Class Notice 35 . 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.4.4. 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.12. such as “I hereby request that I be excluded from the proposed Settlement Class in the Pulley Class Action. 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. the Settlement Class Member must comply with the procedures and deadlines in Paragraphs 12.1. Any potential Settlement Class Member who wishes to object to the Settlement must do so in writing on or before the Objection Date.1 and 12.2.4. or becomes.” So-called “mass” or “class” opt outs shall not be allowed.2. as specified in the Class Notice and Preliminary Approval Order. 12. 12. 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. 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. A Settlement Class Member who wishes to opt out of the Settlement Class must do so in writing. a putative class member in any other class action filed against any of the Released Persons.

to show cause why the proposed Settlement should not be approved as fair. or affiliates. and reasonable. or other evidence that the objecting Class Member will present to the Court in connection with the Final Approval Hearing.4 and the Class Notice may appear. 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 shall include: (a) the name. Any Class Member who does not file a Notice of Intention To Appear 36 . and (d) a statement of whether he/she intends to appear at the Final Approval Hearing.4. if represented by 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.and Preliminary Approval Order. The Notice of Intention to Appear must include copies of any papers. 12. exhibits.2. in person or by counsel. at the Final Approval Hearing held by the Court. shall not be permitted to object to any terms or approval of the Settlement at the Final Approval Hearing. Subject to approval of the Court. telephone number of the Person objecting and. 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. The requirements to assert a valid written objection shall be set forth in the Class Notice and on the Settlement Website. any Class Member who submits a written objection in accordance with Paragraph 12. (c) the basis for the objection. of his/her counsel. 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. and (b) serves the Notice Of Intention To Appear on all counsel designated in the Class Notice. address. either with or without counsel. and shall be foreclosed from seeking any review of the Settlement or the terms of the Agreement by appeal or other means. subsidiaries. adequate.

(b) be entitled to relief under. all other Settlement Class Members will be deemed to be Settlement Class Members for all purposes under the Agreement. If the number of Settlement Class Members who properly and timely exercise their right to opt out of the Settlement Class exceeds six percent (6%) of the total number of Settlement Class Members. the Agreement. The Settlement Administrator shall provide Class Counsel and Defense Counsel with a list of all timely Requests For Exclusion within seven (7) business days after the Opt Out Deadline.in accordance with the deadlines and other specifications set forth in the Agreement and Class Notice will be deemed to have waived any objections to the Settlement and shall not be entitled to raise any such objections at the Final Approval Hearing. Prior to the Final Approval Hearing. the Settlement Administrator shall provide to the Court documentation that Class Notice was provided in accordance with the Notice Program. 12. 12. 12. Except for those Settlement Class Members who timely and properly file a request for exclusion. 12.5.7. regardless of whether they receive any monetary relief or any other relief. SETTLEMENT APPROVAL 37 .9. the Settling Parties stipulate and agree that Chase Defendants shall have the right to terminate this Agreement without penalty or sanction. (c) gain any rights by virtue of the Agreement.8. or (d) be entitled to object to any aspect of the Settlement. will be bound by its terms. 12. 13. and upon the Effective Date. Any Settlement Class Member who properly opts out of the Settlement Class shall not: (a) be bound by any orders or judgments relating to the Settlement. or be affected by.6.

the Settling Parties will move for Final Approval of the Settlement and entry of the proposed Judgment and present their arguments in support thereof. § 1715 (“CAFA Notices”). 13. Promptly after the Effective Date. In moving for Final Approval of the 38 . Not later than ten (10) days before the Fairness Hearing. the Settlement Administrator will provide Class Counsel. 14. Class Counsel will file the affidavit or declaration with the Court prior to the Fairness Hearing. By June 14.3. 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.2.1. 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. 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. Chase will serve notices of the Settlement on State and Federal regulatory authorities as required by the Class Action Fairness Act of 2005. the Settling Parties will apply to the Court for entry of the proposed Preliminary Approval Order and setting of a Fairness Hearing. CERTIFICATION OF CONDITIONAL NATIONWIDE SETTLEMENT CLASS 14. 13. At the Fairness Hearing. 13. 28 U. 2013.13.1. and Defense Counsel with an affidavit or declaration by a competent affiant or declarant. Within ten (10) days of entry of the Preliminary Approval Order. In applying for entry of the Preliminary Approval Order. 13. attesting that the Class Notice has been disseminated in accordance with the Preliminary Approval Order.C.4.5.6.S. 13.

plus accrued interest. ATTORNEYS’ FEES. Chase Defendants’ non-objection shall not constitute. If the Settlement is not granted final approval.425. 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 39 . Such Attorneys’ Fees and Expenses. 14. 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. 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. Chase Defendants will not object that the Action proceed as a nationwide class. 15. will be paid from the Settlement Fund by wire transfer within ten (10) business days after the Effective Date. Solely for purposes of this Settlement and consistent with this Paragraph. in this or any other proceeding. the certification of the abovedescribed 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.2.1.000 and Expenses. EXPENSES AND REPRESENTATIVE PLAINTIFFS’ CASE CONTRIBUTION AWARDS 15. Chase Defendants reserve all rights to challenge certification of a nationwide Class or any other Class for trial purposes in the Litigation. or this Agreement is otherwise terminated or rendered null and void.Settlement and entry of Judgment. in such circumstances. or in any other action. Plaintiffs will also request that certification of said nationwide Class for purposes of Settlement be made final. on all available grounds as if no nationwide settlement Class had been certified.

15.3.this Agreement. which shall be paid from the Settlement Fund.4. This Agreement shall also terminate at the discretion of any Settling Party if: (1) the Court.000 for the Davis Plaintiffs from the Settlement Fund for their work and assistance in the litigation.9 are not fully satisfied. which shall be paid from the Settlement Fund. Defendants shall not be responsible for the payment of any Attorneys’ Fees and Expenses. the terms or 40 . Paragraph 4. or denies approval of any portion of this Agreement or the proposed Settlement that is material. 16. and any order or proceedings relating to the applications for Attorneys’ Fees and Expenses and Case Management Awards.2. rejects. unless they are waived in writing signed by authorized representatives of the Settling Parties. and adequacy of the Settlement. including without limitation. or affect or delay the finality of Judgment approving the Agreement and the Settlement.2 Plaintiffs intend to seek Case Contribution Awards of $10. will not operate to terminate or cancel this Agreement. 15. TERMINATION AND EFFECT THEREOF 16. Chase Defendants will not oppose these requests. modifies. Defendants shall not be responsible for the payment of any Attorneys Fees and Expenses.2. 16.1. reasonableness. and Paragraph 12. or any appellate court(s). or any appeal from any order relating thereto or reversal or modification thereof. 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.000 for the Pulley Plaintiffs and $5. This Agreement shall be terminable by any Party if any of the conditions of Paragraph 3.

17. and/or the terms of the release. the provisions.4. the findings. If this Agreement is terminated as provided herein.relief. 41 . 16. either automatically or by a Party. 16. or in any other proceeding for any purpose. or alters or expands. 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. (2) the District Court. the balance remaining in the Settlement Fund will be refunded to the Chase Defendants within 10 days. and any Judgment or order entered by the Court in accordance with the terms of this Agreement will be treated as vacated. relating to notice.3.1 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. In such event. either automatically or by a Party. 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. any portion of the Final Judgment. If this Agreement is terminated as provided herein. nunc pro tunc. MISCELLANEOUS PROVISIONS 17. or any of the District Court’s findings of fact or conclusions of law. the definition of the Class. or (3) if all of the conditions required to be met before the Effective Date do not occur. or any appellate court(s). or conclusions of the District Court. that is material. 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. does not enter or completely affirm. 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.

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. and reflect a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties intend the Settlement to be a final and complete resolution of all disputes between them with respect to the Litigation. 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. 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 arm’s length by the Settling Parties. 17. The Settling Parties acknowledge that it is their intent to consummate this Agreement. 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.3. 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. 17.5. or of any wrongdoing or liability of any Defendant.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. Neither this Agreement nor the Settlement. 17. or is or may be deemed to be or may be used as an 42 .4.

Except as otherwise provided herein. or inducements have been made to any Party concerning this Agreement or its Exhibits other than the representations. good faith settlement. All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information will survive this Agreement. collateral estoppel. and are expressly authorized to enter into any 43 . criminal. the Settling Parties will bear their own respective costs. and covenants covered and memorialized herein. any fault. 17.9. or similar defense or counterclaim. or evidence of. 17. 17. on behalf of the Settlement Class.admission of. All of the Exhibits to this Agreement are material and integral parts hereof and are fully incorporated herein by this reference. release. judgment bar or reduction. 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 no representations. warranties. wrongdoing or liability of any Defendant in any civil. or any other theory of claim preclusion. omission. This Agreement and the Exhibits attached hereto constitute the entire agreement among the Settling Parties. or administrative proceeding in any court. warranties. including without limitation those based on principles of res judicata.10.6. 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. issue preclusion. 17. 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. Class Counsel.7. administrative agency or other tribunal.

13. A complete set of counterparts will be submitted to the Court. and inure to the benefit of. This Agreement will be binding upon. and all Settling Parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement.16. the successors and assigns of the Settling Parties. 17. The Settling Parties stipulate to stay all proceedings in the Litigation until the approval of this Agreement has been finally determined. 17. and will not be interpreted for or against any Settling Party as the drafter thereof. 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. 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.14. All executed counterparts and each of them will be deemed to be one and the same instrument. This Agreement may be executed in one or more counterparts. None of the Settling Parties. except the stay of proceedings shall not 44 . 17. 17. The language in all parts of this Agreement and its Exhibits will be interpreted according to its fair meaning.11. or their respective counsel. 17.12. 17.15.modifications or amendments to this Agreement on behalf of the Settlement Class that Class Counsel deem appropriate. will be deemed the drafter of this Agreement or its Exhibits for purposes of construing the provisions thereof. The Court will retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement.

Within 60 days after the Effective Date. 17. The following principles of interpretation apply to the Agreement: (a) the plural of any defined term includes the singular. testimony. as the case may be. and other matters necessary to obtain and preserve final judicial approval of this Agreement. Class Counsel shall destroy all electronically stored information. 18. they shall not be limiting. and (c) whenever the words “include.18. 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. 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: 45 .prevent the filing of any motions. but rather shall be deemed to be followed by the words “without limitation.1. 17. or other information produced by Defendants in the Litigation and shall so certify in writing. and the singular of any defined term includes the plural. (b) references to a person are also to the person’s successor-ininterest. in which case such federal law shall govern.20.” includes.” or ‘including” are used in the Agreement.17. except to the extent that the law of the United States governs any matters set forth herein. NOTICES 18. The Settlement shall be governed by the laws of the State of Florida. 17.” 17. affidavits.19.

the Settling Parties agree to promptly provide each other with copies of objections. c/o: Meredith & Narine Joel C. 18. Brochin Brian M. 46 .3. Ercole Morgan Lewis & Bockius LLP 200 South Biscayne Boulevard – Suite 5300 Miami. Upon the request of any of the Settling Parties. NW Suite 400 East Washington DC 20007-5208 Telephone: (202) 965-8140 Facsimile: (202) 965-8104 18. IN WITNESS WHEREOF. c/o: Robert M. Florida 33131-2339 Telephone: (305) 415-3000 Facsimile: (305) 415-3001 Frank G. Suite 905 Philadelphia. The notice recipients and addresses designated above may be changed by written agreement of the Settling Parties. requests for exclusion. the Settling Parties have executed and caused this Settlement on the dates set forth below. Burt Farrokh Jhabvala Landon K. Meredith Krishna Narine 100 South Broad Street. or other similar documents received from Settlement Class Members in response to the Class Notice. PA 19110 Telephone: (215) 564-5182 Facsimile: (267) 687-1628 All Notices to Defense Counsel shall be sent to Defense Counsel. Clayman Jorden Burt LLP 1025 Thomas Jefferson Street.All Notices to Class Counsel shall be sent to Class Counsel.2.

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.- By: Jerome Davis Plaintiff Dated: . on its own and as successor by merger to JPMorgan Insurance Agency.- By: Name: Chase Insurance Agency...> 47 .- By: Susan Davis Plaintiff By: !Vferedith & Narine Counsel for the Settlement Class and for Plaintiff..Dated: _ _ _ _ _ __ By: Name: JPMorgan Chase Bank.... Defendant Dated: . Inc.A. Defendant Dated: .. N.... Inc......