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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unless it is a Saturday.5 and 12 and will notify Settlement Class Members of the preliminary approval of the Settlement and the scheduling of the Final Approval Hearing.. “Days” means calendar days.A. Florida. 2008 through March 4. 2.A. except that. Further.16..15. a. “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. N.13.11. 2.14. 2013. N.. the last day of the period so computed shall be included. including the Chase Defendants. which. Inc.A. and 6 . in substantially the same form as Exhibit A. in which event the period runs until the end of the next day which is not a Saturday. event. 2. will comply with the requirements of Paragraphs 5. prescribed or allowed by this Agreement. Chase Insurance Agency. or default from which the designated period of time begins to run shall not be included. Inc.2. or legal holiday. Sunday.12.. 2. and JP Morgan Insurance Agency. Chase Bank USA. among other things. “Chase” or “Chase Defendants” means JPMorgan Chase Bank. 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. “Class Notice” means the Court-approved form of notice to Settlement Class Members. or a legal holiday. 2. and the Assurant Defendants. N. “Defendants” mean all named defendants in this Litigation. when computing any period of time prescribed or allowed by this Agreement. a Sunday. the day of the act.. “Chase” or “Chase Defendants” does not include Chase Bank USA.

2. 7 . “Defense Counsel” means Defendants’ counsel of record in the Litigation. or overturned by the Court or on appeal. appeal. reasonable. “Final Approval” means the Court Order approving the Settlement after the Fairness Hearing is conducted.17. Inc. whether the Settlement should be granted final approval.b. If the Judgment is set aside. “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. 2..18. 2.22. “Assurant” or “Assurant Defendants” means Assurant.19. and is not fully reinstated on further appeal. “Force-Placed” or “Lender-Placed” as used herein. 2.21. materially modified. and adequate for the Settlement Class as a whole. the Judgment shall not become Final. or writ of certiorari can be taken has expired. “Effective Date” means the date the Judgment in this case becomes Final (as defined in Paragraph 2. and Voyager Indemnity Insurance Company. and whether the Judgment should be entered.20 below). “Fairness Hearing” means the hearing held by the Court to determine whether the terms of this Agreement are fair. 2. American Security Insurance Company.20. 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. the time period during which further petition for hearing.

24.. “Named Plaintiffs” means Philip and Devra Pulley and Jerome and Susan Davis.31. 2. 2.2. Settlement.26.A. and all reasonable and authorized costs and expenses incurred by the Settlement Administrator in administering the Settlement. Morgan Chase Bank. “Individual Net Premium” means the Net Premium for a given borrower. escrowing funds and issuing and mailing Settlement Payments. N.23. including but not limited to costs and expenses associated with assisting Class Members. “Notice Program” means the plan approved by the Court for disseminating the Class Notice to the Settlement Class.30.28.25. 2. 2. processing claims. Case No.29. paying taxes and tax expenses. et al. vs. and Attorneys’ Fees and Expenses. 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. “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.27. and other reasonable and authorized fees and expenses of the Settlement Administrator. 2. J. 2. Case Contribution Awards. “Net Settlement Fund” means the Settlement Fund less Notice and Administrative Costs. 2. 0:12-60936-Civ-Cohn/Seltzer pending in the Southern District of Florida.P. “Notice Date” means the first day on which the Settlement Administrator or its designee disseminates the Class Notice. 8 .

4 in order for a Settlement Class Member to be excluded from the Settlement Class.3 to be able to object to the Settlement. 2. P.A.32.5. Christopher & Weisberg. 2. 9 .33. Hagens Berman Sobol Shapiro LLP. “Plaintiffs’ Counsel” means Meredith & Narine. “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. “Objection Date” means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections. The Opt-Out Deadline shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5. to the Settlement in accordance with Paragraph 12. the material terms of the proposed Settlement. dissemination of the Notice to the Settlement Class. 2. . The Objection Date shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5. preliminary approval of the Settlement.5. 2. 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. “Parties” means all Plaintiffs and Defendants. “Preliminary Approval Order” means an order providing for. among other things. Freed Kanner London & Millen LLC and Gilman Law LLP.35.34.36.2. if any. and the Settlement Class Members’ option and rights with respect thereto.

directors. officers. 2. and their respective heirs. 2008 to March 4. “Premium” means the amount charged to a borrower for a wind insurance policy that was lender placed by Chase Defendants. 2. administrators.39.41.40..37. as detailed in Paragraph 10. “Refund” means the amount of money received or credited to a borrower when a force placed wind insurance policy is cancelled. “Released Persons” means: (a) Defendants and each of their respective former and current predecessors.43. “Releasing Persons” means Plaintiffs. subsidiaries. investors. 2. parents. 2. affiliates. employees. “Release” or “Releases” means the releases of claims by the Releasing Persons against the Released Persons. such as SWBC Mortgage Corporation and WNC Insurance Services. 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 . “Settlement” means the settlement set forth in this Agreement. employees. 2013. “Settlement Class” means all members of the class of borrowers in this Litigation that will be certified by the Court for settlement purposes. parents. 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. and agents during the period January 1. affiliates. investors.44. on behalf of themselves and each of the Settlement Class Members.2. 2. successors.38. 2. and agents. “Released Claims” means the claims released pursuant to Paragraph 10 of the Settlement Agreement. subsidiaries.42. directors. successors. officers. Inc. successors and assigns. and (b) any other insurance carriers.

“Settlement Fund” means the $4. and all Settlement Class Members. The Settlement must be approved by the District Court in accordance with the following steps: 3. 2. 3.48. Specifically excluded from the Settlement Class are: (a) the Defendants and their respective board members.000 that Chase Defendants have agreed to pay in Settlement of this Litigation. Application for Preliminary Approval of Proposed Settlement. “Settlement Class Member” means any member of the Settlement Class.serviced by the Chase Defendants and secured by property on which wind insurance was lenderplaced at any time between January 1.1. of the material conditions set forth below. 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.750. and Class Notice. 1: District Court Approval. Class Counsel will present a Preliminary Approval Application to the District Court by June 14. “Total Net Premium” means the total of all Net Premiums on wind policies lender placed by Chase Defendants during the Class Period. 2. Chase Defendants. directors. 2. 2013.46. The Preliminary Approval Application shall include a Preliminary Approval Order and a 11 . collectively. in full. 2013. “Settling Parties” means. After good faith consultation with counsel for Defendants. 2008 and March 4. Class Certification.47.1 Condition No. 3. CONDITIONS AND OBLIGATIONS RELATING TO THE EFFECTIVENESS OF THE SETTLEMENT Settlement is expressly contingent upon the satisfaction. and officers.1. the Releasing Persons.45. 2.

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

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

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

Plaintiffs and all Settlement Class Members shall be deemed to have forever released. Find that. 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.1 In consideration of the Release set forth in Paragraph 9. Bar and permanently enjoin Plaintiffs and all Settlement Class Members from prosecuting any and all Released Claims against the Released Parties. as of the Effective Date. Authorize the Settling Parties to implement the terms of the Settlement enforcement.2 Settlement Monetary Consideration. Agreement. or dismissal of this Litigation. by operation of the entry of the Judgment. Chase Defendants agree to pay four million seven hundred fifty thousand dollars ($4. which shall include all Notice and 15 . BENEFITS. relating to. and interpretation of the Settlement Agreement. consummation. Make the Releases in Paragraph 10 of the Settlement Agreement effective as of the date of the Final Judgment. the Final Judgment.00). and k. SETTLEMENT CONSIDERATION. g. prosecution. settlement. h. or in connection with the initiation. 4. Issue related orders to effectuate the final approval of the Settlement Agreement and its implementation. 4. and discharged the Released Parties from any and all claims arising out of. Chase Defendants will provide the benefits described below. Retain jurisdiction relating to the administration. j. and for any other necessary purpose.750. f. AND OTHER RELIEF 4.e. i.000. relinquished.

ordered. Within thirty (30) calendar days of Preliminary Approval of this Settlement. A Settlement Fund shall be established in the amount of $4.3. Attorneys’ Fees and Expenses. (b) all payments to Settlement Class Members. if any. inter alia.2. and (d) the Attorneys’ Fees and Expenses. into a Settlement Fund pursuant to the terms and conditions set forth below. fund monetary payments to Settlement Class Members. which will.00) U. No later than fourteen (21) business days after the Effective Date. with a third party financial institution to be jointly selected by the Settling Parties.4.2. 4.2. or otherwise required to make any additional payments in connection with this Settlement other than those specified in 16 . 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. including the cost of Notice. 4. Prior to the Effective Date.Administrative Costs. the Settlement Administrator will distribute the Settlement Fund as set forth in Paragraph 5.000. and Case Contribution Awards. dollars into an interest-bearing bank account designated by the Settlement Administrator.2. Defendants will wire transfer the sum of four million seven hundred fifty thousand dollars ($4. (c) the Case Contribution Awards. If Chase Defendants are obligated.750.750. 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.S.2.000. The Settlement Fund shall pay: (a) all Notice and Administrative Costs.1 No portion of the Settlement Fund shall revert to Defendants at any time. 4. 4. if any. Any interest that accrues on the Settlement Fund before the Settlement Fund is distributed shall be retained by the Settlement Fund.

that have been foreclosed or that have gone to short sale. 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. 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. As soon as is practicable following Final Approval of the Settlement. 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 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. the Settlement Administrator shall send a written notice to whom this provision applies identifying the dollar amount of any 17 . Deficiencies for Chase-Owned Loans. such that. For those Settlement Class Members for whom such a waiver is obtained. including Fannie Mae and Freddie Mac. 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. as soon as is practicable following Final Approval of the Settlement.4.3. in connection with the Final Approval of the Settlement Agreement. With respect to all Settlement Class Members’ loans owned by any Chase Defendant that have been foreclosed or that have gone to short sale. Chase Defendants shall have the right to terminate this Agreement without penalty or sanction.2.

5 Injunctive Relief. or any substitute for commissions. In addition. 4.5. The Settling Parties agree to the injunctive and programmatic relief set forth below. 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.5. 4.3 Maintenance of Existing Insurance Coverage. from lender-placed insurers in connection with the placement of wind insurance during this time period.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. or mortgage contract provisions that would require it to maintain different requirements for mortgages or lines of credit on residential properties. 4. but the deposit balance is not sufficient to pay wind insurance premiums on an 18 . Chase Defendants shall maintain for a period of at least 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). investor requirements.2 Wind Coverage Requirement. Pursuant to this provision. Chase Defendants shall not accept commissions.1 Commissions. 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. regulations. Subject to any subsequently enacted laws.5. 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. When the borrower has an escrow account.

and (b) identifies the amount of the premiums for the borrower’s existing policy. that have not been waived. including practices designed to increase or assist borrowers’ ability to maintain their existing insurance policy coverage on the property and to mitigate or minimize. 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. Fannie Mae and Freddie Mac. 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. but not limited to.existing policy and borrower fails to pay those premiums. The borrower shall be responsible for all funds advanced pursuant to this Paragraph. If a borrower complies with the conditions in this Paragraph. the need for lender-placed wind insurance. 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. Compliance with Best Practices. if not eliminate. When the borrower does not have an escrow account.5. 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. 4. 19 . and that are relevant and applicable to lender-placed wind insurance. including. Lender placed wind insurance may only be placed when the Chase Defendants do not have adequate proof of sufficient wind coverage on the property. and (b) identifies the amount of the premiums for the borrower’s existing policy. that are in effect and are being enforced. The borrower shall be responsible for all funds advanced pursuant to this Paragraph.4.

5. Chase Defendants shall provide to the Settlement Administrator the Class List in electronic format. Chase Bank shall use a request for proposal process to select a lender-placed insurance provider. 5. Within 10 days after Preliminary Approval of the Settlement. 5. 2013. In connection with this process.5.2.1. 2008 through March 4. Borrowers’ names Wind LPI Policy number Property address Date(s) of placement Last known residence address Last known telephone number.4. The Class List shall include the following data fields: (a) (b) (c) (d) (e) (f) (g) (h) (i) 5. 20 . 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. PLAN OF ALLOCATION OF SETTLEMENT PAYMENTS 5. which shall consist of all borrowers on whose property Chase Defendants placed wind insurance during the period January 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. Request for Proposal for Lender-Placed Wind Insurance Provider. if possible Last known email address.3. Within a reasonable amount of time after the signing of the MOU.

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

if any.identify: (a) each Settlement Class Member. 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. (d) the percentage of monetary recovery available to each Settlement Class Member. remaining in the Settlement Fund as the result of voided or undeliverable checks pursuant to Paragraph 5. based upon the formula identified in Paragraph 5.8. and (b) the amount that each Settlement Class Member shall receive pursuant to a second distribution. and (e) any Settlement Class Members who have opted out of the Settlement Class. the Settlement Administrator shall determine the amount of money. Within 21 business days following the Effective Date of the Settlement. (c) the deliverable address for each Settlement Class Member.8. 5.7. Within 150 days of the initial dissemination of Settlement Checks to the Settlement Class Members. the Settlement Administrator shall draw and send checks in the amounts set forth in Paragraph 5. 22 . 5. The Cashed Settlement Check List shall be sent to counsel for the Parties.9. Within 14 business days following the Effective Date of the Settlement. including any revision of Individual Net Premium Amounts.7 above to each Settlement Class Member on the Class Member Payment List.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. 5.1.8 If the amount of money remaining in the Settlement Fund exceeds three percent (3%) of the Net Settlement Fund.9. 5. the Class Administrator shall prepare and disseminate to counsel a final Class Member Payment List. (b) the Individual Net Premium Amount for each Settlement Class Member.

shall be delivered to Habitat for Humanity. 5. either after the second distribution of checks or if.1.9.11. the amount of money remaining in the Settlement Fund is three percent (3%) or less of the net Settlement Fund. CONSEQUENCES OF TERMINATION 7.468B-5 (1992). 6. and disclosures required by the Settlement. 23 . will be paid by Plaintiffs. Defendants.5. All costs associated with the implementation and provision of the notifications. The Settling Parties will treat the bank account containing the Settlement Fund as a “qualified settlement fund” within the meaning of Treasury Regulations 1. Any monies remaining in the Settlement Fund. The amount. will be set forth in a report to counsel for the Parties. 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. 6. 5.2. 7. TAX TREATMENT OF SETTLEMENT FUND. They will treat the Settlement Account as a qualified settlement fund for all reporting purposes under the federal tax laws.1.468B-5. will be paid by Plaintiffs. if any. All Notice and Administrative Costs.1 Within 10 business days after the Cashed Settlement Check List is finalized and sent to counsel for the Parties. after the first distribution.F.468B-I through 1. as provided in the Preliminary Approval At no point shall any remaining funds in the Settlement Fund revert back to Order. 26 C. NOTICE AND ADMINISTRATIVE COSTS 6.468B-1 through 1.10. 1.R. 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. In addition.

as required. or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority. and thereafter to cause the appropriate filing to occur. 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. without limitation. 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. Such election will be made in compliance with the procedures and requirements contained in such regulations. All (a) taxes (including any estimated taxes.468B-2(k)). 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.2. 7. 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.3. Chase Defendants will jointly and timely make the “relationback election” (as defined in Treasury Regulation 1. Such returns will reflect that all taxes (including any estimated taxes. 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”).the Escrow Agent and. The Escrow Agent and the Settlement Fund will indemnify and hold Chase Defendants harmless for Taxes and Tax 24 . 7.468B for the Settlement Account. 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. the Tax Expenses.468B-1) back to the earliest permitted date. will be paid out of the Settlement Fund or with the Additional Funds.

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

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

forever.1 shall include. or any other source. Released Claims Of Settlement Class. expense reimbursements. the amount. relinquished. all claims related to charges for Chase Defendants’ placement of wind insurance during the Class Period. irrevocably. regulations. whether past or present. 27 . duration. or judicial proceedings. or local law. The Release in Paragraph 10. manner. suspected or unsuspected. sums of money. judgments. state. promises. and alleged excessiveness of any wind insurance placed by the Chase Defendants during the Class Period. attorney’s fees and costs. arise from. causes of action. common law.10. conclusively. and finally released. each member of the Settlement Class. ordinance. the receipt or non-disclosure of any benefit under any wind insurance policy placed by the Chase Defendants during the Class Period. payments. or feature under any wind insurance policy placed by the Chase Defendants during the Class Period. debts. fees. or pertain in any way to Chase Defendants’ placement of wind insurance during the Class Period. statute. whether based on federal. other than the Named Plaintiffs. that were or could have been sought or alleged in the Litigation and that relate. suits. administrative. RELEASES 10. contract. and discharged the Released Persons from any and all claims. but not be limited to.1. by operation of the Final Judgment. liens. whether as individual claims or as claims asserted on a class basis. penalties. mature or not yet mature. the content. Upon the Effective Date. and demands of any kind whatsoever that each member of the Settlement Class may now have or may have had in the past. obligations. be deemed to have fully.1.1. damages.” or any other compensation under any wind insurance policy placed by the Chase Defendants during the Class Period. expenses. 10. shall. known or unknown. actions. payment or receipt of commissions. the disclosure or non-disclosure of any payment. whether in arbitration. concern. alleged “kickbacks.

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

fees. and the regulatory approval or non-approval of any wind insurance policy placed by the Chase Defendants during the Class Period.2 shall include.2 shall be deemed a release of any Named Plaintiffs’ respective rights and obligations under this Agreement. arise from. all claims related to charges for Chase Defendants’ placement of wind insurance during the Class Period. note. 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. mortgage.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. or feature under any wind insurance policy placed by the Chase Defendants during the Class Period. 10.” or any other compensation under any wind insurance policy placed by the Chase Defendants during the Class Period.2. the disclosure or non-disclosure of any payment. the receipt or non-disclosure of any benefit under any wind insurance policy placed by the Chase Defendants during the Class Period. and alleged excessiveness of any wind insurance placed by the Chase Defendants during the Class Period. duration. This Release in Paragraph 10. or pertain in any way to Chase Defendants’ placement of wind insurance during the Class Period. expense reimbursements. 10.2.1. the content.2. but not be limited to. manner. In agreeing to this Release. 10.3. expenses. alleged “kickbacks. or 29 .concern. payment or receipt of commissions.2. The Release in Paragraph 10. or accuracy of any communications regarding the placement of any wind insurance policy by the Chase Defendants during the Class Period. the amount. Nothing in Paragraph 10. Nothing in this Settlement Agreement shall be deemed a release of Defendants from any existing obligation to Named Plaintiffs under any loan.

rule and legal doctrine similar. concerns. any and all claims for attorneys’ fees. interest. and each Settlement Class Member will be deemed to agree. or litigation 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. costs.4.3. or equivalent to California Civil Code Section 1542.2. 10. the Named Plaintiffs and each Settlement Class Member shall be deemed. as of the entry of the Final Judgment. rights. 10. to the extent they are found to be applicable herein. The Named Plaintiffs and Class Counsel further represent that there are no outstanding liens or claims against the Litigation. and any statute. rules. 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. or legal principles. these Releases cover by example and without limitation.4. which if known by him or her must have materially affected his or her settlement with the debtor. or any other fees. 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. except to the extent otherwise specified in the Settlement Agreement. to have waived any and all provisions. 10. or by the Named Plaintiffs.2. comparable. are hereby 30 . that the provisions of all such principles of law or similar federal or state laws. Without in any way limiting their scope. In connection with the foregoing Release. rights. expert fees. or pertains in any way to wind lender-placed insurance and is being released pursuant to Paragraph 10.deed of trust. benefits conferred by Section 1542 of the California Civil Code. costs. except to the extent any such obligation relates. and/or disbursements incurred by Class Counsel. or consultant fees.

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. preserve. they nevertheless agree that. 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. enforcement of the Releases contained in the Agreement. (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. relinquished and released.knowingly and voluntarily waived.6. 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. The Court shall retain jurisdiction to protect. and (iii) Settlement Class Members shall be permanently barred from initiating. but not limited to. and each Settlement Class Member will be deemed to recognize. upon entry of the Final Judgment. 10. except those who have properly requested exclusion (opted out) in accordance with the terms and provisions hereof. The administration and consummation of the Settlement as embodied in this Settlement Agreement shall be under the authority of the Court.5. Upon issuance of the Final Judgment: (i) the Settlement Agreement shall be the exclusive remedy for any and all Settlement Class Members. that. The Named Plaintiffs recognize. including. asserting. 31 . 10. even if they may later discover facts in addition to or different from those which they now know or believe to be true. finally. they fully. and implement the Settlement Agreement. 10.7.

and oversee the distribution of Awards to Settlement Class Members in accordance with the terms of the Settlement and orders of the Court. including participation in any of the processes detailed therein. to facilitate providing Notice directly or by publication. 11. including the express warranties and covenants contained herein. The Settlement Administrator shall maintain all such records. and to accomplish such other purposes as may be approved by Chase and Class Counsel. subject to the Chase Defendants’ consent (which shall not be unreasonably withheld).2.3. SETTLEMENT ADMINISTRATOR 11. 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.8. The Settlement Administrator will be approved by the Court. until the later of.1. and will request that the Court appoint the Settlement Administrator. The Settlement Administrator shall maintain records of all payments to Settlement Class members. and the Settling Parties shall reasonably cooperate with such requests. Nothing in this Settlement Agreement and Release shall preclude any action to enforce the terms of the Settlement Agreement. 11. 120 days after either the Effective Date or the date the Settlement Fund has been fully distributed. The Settlement Administrator will administer the Notice Program. 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. 11. Plaintiffs shall select a Settlement Administrator. 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. and will be subject to the Court’s supervision and direction as circumstances may require. will be an agent of the Court.10.

29. Supporting documentation will be kept confidential by the Settlement Administrator. The cost of creating and maintaining this website shall be a compensable Notice and Administrative Costs pursuant to Paragraph 2.2. cause the creation of a website at www. Class Notice shall be disseminated pursuant to the Notice Program on or before the Notice Date. The Settling Parties shall agree on all information and documents to be posted on this website. SETTLEMENT NOTICE. the Settlement Administrator shall cause the Class Notice to be disseminated to potential Settlement Class Members as provided herein. 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. OBJECTIONS.1. mail. AND OPT-OUT RIGHTS 12. Upon Preliminary Approval of the Settlement. this Agreement.5. 11. 11. Class Notice. 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. as the Court may direct. A copy of the proposed form of Class Notice is attached as Exhibit A.4. FAQs and answers. The Settlement Administrator shall. 12. orders of the Court pertaining to the Settlement.Counsel. a toll-free telephone number. and contact addresses for the Settlement Administrator for e-mail and U.com (or similar domain name if that is not available) to provide information and relevant documents related to this Settlement. among other duties. 12. The Settlement Administrator also shall provide such reports and such other information to the Court as it may require.chasewindinsurance. including but not limited to. all applicable deadlines.S. The Class Notice shall: 33 .

Contain a short. Agreement. 12. 12.6. Explain that neither Counsel for the Settling Parties.2. nor the Settlement Administrator. arbitration or other proceeding. they shall receive relief and will release their claims. State that any Award to Settlement Class Members under the Settlement is contingent on the Court's final approval of the proposed Settlement.1.2.9. 12.2.2. and Explain the procedures for opting out of the Settlement. 12.2. including their right to provide information concerning their Award under the Settlement.5.2. Specify that so-called “mass” or “class” opt outs shall not be 34 .2.3.7. and the proposed Settlement. plain statement of the background of the Litigation Describe the proposed Settlement relief as set forth in this Inform Settlement Class Members that. 12. 12. Explain the impact of the proposed Settlement on any existing litigation. or object thereto. Describe the procedures for participating in the Settlement and advise Settlement Class Members of their rights. may advise on the tax consequences of participating or not participating in the Settlement.2. 12.2.2. to opt out of same.12.8.4. allowed. 12. if they do not exclude themselves from the Settlement Class.

12. as specified in the Class Notice and Preliminary Approval Order.2. a putative class member in any other class action filed against any of the Released Persons. or (b) is.4.3. 12.” So-called “mass” or “class” opt outs shall not be allowed.4 Any potential Settlement Class Member who does not opt out of the Settlement may object to the Settlement. such as “I hereby request that I be excluded from the proposed Settlement Class in the Pulley Class Action. 12.1 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. To object. 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. In order to opt out. 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. the Settlement Class Member must comply with the procedures and deadlines in Paragraphs 12.4.3.2. or becomes.4. A Settlement Class Member who desires to opt out must take timely affirmative written action pursuant to this Paragraph. 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.1. Any potential Settlement Class Member who wishes to object to the Settlement must do so in writing on or before the Objection Date.12. 12. 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. as specified in the Class Notice 35 .1 and 12. A Settlement Class Member who wishes to opt out of the Settlement Class must do so in writing.10.4.

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

Prior to the Final Approval Hearing. 12. the Settling Parties stipulate and agree that Chase Defendants shall have the right to terminate this Agreement without penalty or sanction. or be affected by. SETTLEMENT APPROVAL 37 . 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.5. will be bound by its terms. (c) gain any rights by virtue of the Agreement. 12. 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 (d) be entitled to object to any aspect of the Settlement. the Settlement Administrator shall provide to the Court documentation that Class Notice was provided in accordance with the Notice Program. all other Settlement Class Members will be deemed to be Settlement Class Members for all purposes under the Agreement. 12. 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.7. Except for those Settlement Class Members who timely and properly file a request for exclusion.9. 12.6. 12. the Agreement. regardless of whether they receive any monetary relief or any other relief. 13. (b) be entitled to relief under. and upon the Effective Date.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.8.

1. 13. attesting that the Class Notice has been disseminated in accordance with the Preliminary Approval Order. 13.S. 2013. the Settlement Administrator will provide Class Counsel. 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. Not later than ten (10) days before the Fairness Hearing.6. and Defense Counsel with an affidavit or declaration by a competent affiant or declarant. By June 14. 13.5. 14.4. the Settling Parties will move for Final Approval of the Settlement and entry of the proposed Judgment and present their arguments in support thereof. At the Fairness Hearing. Promptly after the Effective Date.1. CERTIFICATION OF CONDITIONAL NATIONWIDE SETTLEMENT CLASS 14. Chase will serve notices of the Settlement on State and Federal regulatory authorities as required by the Class Action Fairness Act of 2005. 13. § 1715 (“CAFA Notices”). 13. In moving for Final Approval of the 38 .3.C.2. the Settling Parties will apply to the Court for entry of the proposed Preliminary Approval Order and setting of a Fairness Hearing. Class Counsel will file the affidavit or declaration with the Court prior to the Fairness Hearing.13. In applying for entry of the Preliminary Approval Order. 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. 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. 28 U. Within ten (10) days of entry of the Preliminary Approval Order.

Chase Defendants’ non-objection shall not constitute. 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. Solely for purposes of this Settlement and consistent with this Paragraph. will be paid from the Settlement Fund by wire transfer within ten (10) business days after the Effective Date. Chase Defendants reserve all rights to challenge certification of a nationwide Class or any other Class for trial purposes in the Litigation.1. 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. EXPENSES AND REPRESENTATIVE PLAINTIFFS’ CASE CONTRIBUTION AWARDS 15. ATTORNEYS’ FEES.2. plus accrued interest. or this Agreement is otherwise terminated or rendered null and void. 15. 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 . 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. Chase Defendants will not object that the Action proceed as a nationwide class. Such Attorneys’ Fees and Expenses. Plaintiffs will also request that certification of said nationwide Class for purposes of Settlement be made final. If the Settlement is not granted final approval.425. in this or any other proceeding. in such circumstances. or in any other action. on all available grounds as if no nationwide settlement Class had been certified.Settlement and entry of Judgment.000 and Expenses. 14.

9 are not fully satisfied.2. or any appellate court(s). the terms or 40 .3.2. and Paragraph 12. rejects. modifies. TERMINATION AND EFFECT THEREOF 16.this Agreement. This Agreement shall also terminate at the discretion of any Settling Party if: (1) the Court. which shall be paid from the Settlement Fund. unless they are waived in writing signed by authorized representatives of the Settling Parties.1. 15. Defendants shall not be responsible for the payment of any Attorneys Fees and Expenses. or denies approval of any portion of this Agreement or the proposed Settlement that is material. Paragraph 4.000 for the Davis Plaintiffs from the Settlement Fund for their work and assistance in the litigation. 15. and any order or proceedings relating to the applications for Attorneys’ Fees and Expenses and Case Management Awards.4. 16. This Agreement shall be terminable by any Party if any of the conditions of Paragraph 3. which shall be paid from the Settlement Fund. Defendants shall not be responsible for the payment of any Attorneys’ Fees and Expenses. 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. Chase Defendants will not oppose these requests. will not operate to terminate or cancel this Agreement. and adequacy of the Settlement. 16. reasonableness. or affect or delay the finality of Judgment approving the Agreement and the Settlement.000 for the Pulley Plaintiffs and $5. including without limitation.2 Plaintiffs intend to seek Case Contribution Awards of $10.

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

4. and reflect a settlement that was reached voluntarily after consultation with competent legal counsel.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. 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 intend the Settlement to be a final and complete resolution of all disputes between them with respect to the Litigation.5. 17. or is or may be deemed to be or may be used as an 42 . 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. 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. 17.17. The Settling Parties acknowledge that it is their intent to consummate this Agreement. 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.3. Neither this Agreement nor the Settlement. or of any wrongdoing or liability of any Defendant. 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.

6. any fault.admission of. or similar defense or counterclaim. warranties. or inducements have been made to any Party concerning this Agreement or its Exhibits other than the representations.10. judgment bar or reduction. This Agreement and the Exhibits attached hereto constitute the entire agreement among the Settling Parties. 17. Class Counsel. criminal. on behalf of the Settlement Class. warranties. All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information will survive this Agreement. good faith settlement. issue preclusion. the Settling Parties will bear their own respective costs. 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. including without limitation those based on principles of res judicata. wrongdoing or liability of any Defendant in any civil. or administrative proceeding in any court. administrative agency or other tribunal. and covenants covered and memorialized herein. Except as otherwise provided herein. 17. 17. and are expressly authorized to enter into any 43 . or evidence of. release. or any other theory of claim preclusion.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.9. All of the Exhibits to this Agreement are material and integral parts hereof and are fully incorporated herein by this reference. and no representations. 17. collateral estoppel.7. 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. omission. 17.

This Agreement will be binding upon.13.15. The language in all parts of this Agreement and its Exhibits will be interpreted according to its fair meaning. or their respective counsel. This Agreement may be executed in one or more counterparts. except the stay of proceedings shall not 44 . 17. 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. None of the Settling Parties.modifications or amendments to this Agreement on behalf of the Settlement Class that Class Counsel deem appropriate.11. and inure to the benefit of.16. All executed counterparts and each of them will be deemed to be one and the same instrument. 17.12. 17.14. 17. the successors and assigns of the Settling Parties. 17. A complete set of counterparts will be submitted to the Court. The Court will retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement. The Settling Parties stipulate to stay all proceedings in the Litigation until the approval of this Agreement has been finally determined. will be deemed the drafter of this Agreement or its Exhibits for purposes of construing the provisions thereof. and will not be interpreted for or against any Settling Party as the drafter thereof. and all Settling Parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement. 17. 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.

” or ‘including” are used in the Agreement. as the case may be. The Settlement shall be governed by the laws of the State of Florida. testimony. 17. 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. The following principles of interpretation apply to the Agreement: (a) the plural of any defined term includes the singular.1. and (c) whenever the words “include. and other matters necessary to obtain and preserve final judicial approval of this Agreement.” 17. Within 60 days after the Effective Date. or other information produced by Defendants in the Litigation and shall so certify in writing.17. affidavits.19. in which case such federal law shall govern. 18.prevent the filing of any motions. but rather shall be deemed to be followed by the words “without limitation.20.18. NOTICES 18.” includes. and the singular of any defined term includes the plural. 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 . (b) references to a person are also to the person’s successor-ininterest. 17. 17. except to the extent that the law of the United States governs any matters set forth herein. they shall not be limiting. Class Counsel shall destroy all electronically stored information.

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

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

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