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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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and the Assurant Defendants.A.15. in which event the period runs until the end of the next day which is not a Saturday. 2. event. “Class Notice” means the Court-approved form of notice to Settlement Class Members. N.13. or legal holiday. unless it is a Saturday. the day of the act..5 and 12 and will notify Settlement Class Members of the preliminary approval of the Settlement and the scheduling of the Final Approval Hearing. 2. 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. when computing any period of time prescribed or allowed by this Agreement. including the Chase Defendants. and JP Morgan Insurance Agency.A. prescribed or allowed by this Agreement. in substantially the same form as Exhibit A. or default from which the designated period of time begins to run shall not be included. Further. 2008 through March 4. a Sunday.. the last day of the period so computed shall be included. or a legal holiday. “Defendants” mean all named defendants in this Litigation. will comply with the requirements of Paragraphs 5. Inc. which.A..14.. 2. “Days” means calendar days. Florida.2. Inc. “Chase” or “Chase Defendants” does not include Chase Bank USA.11. Chase Bank USA. 2.12.. Chase Insurance Agency. “Class Member Payment List” means the list of the Settlement Class Members who have not opted out and who will receive settlement payments under the Plan of Allocation described in Paragraph 5 of this Agreement. 2.16. 2013. “Chase” or “Chase Defendants” means JPMorgan Chase Bank. among other things. a. N. N. except that. Sunday. and 6 .

“Defense Counsel” means Defendants’ counsel of record in the Litigation. 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. or overturned by the Court or on appeal. and Voyager Indemnity Insurance Company. 2.17. appeal. “Final Approval” means the Court Order approving the Settlement after the Fairness Hearing is conducted. “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. 2. 7 . or writ of certiorari can be taken has expired. “Fairness Hearing” means the hearing held by the Court to determine whether the terms of this Agreement are fair. “Force-Placed” or “Lender-Placed” as used herein. the time period during which further petition for hearing. American Security Insurance Company.. 2.18. the Judgment shall not become Final.19.21. and is not fully reinstated on further appeal. whether the Settlement should be granted final approval. 2. if an appeal or petition for review is taken and dismissed or the Settlement (or award of Attorneys’ Fees and Expenses) is affirmed. 2.20. “Effective Date” means the date the Judgment in this case becomes Final (as defined in Paragraph 2. “Assurant” or “Assurant Defendants” means Assurant. reasonable. and whether the Judgment should be entered. 2.20 below). materially modified.22. and adequate for the Settlement Class as a whole. If the Judgment is set aside.b. Inc.

P.28. and Attorneys’ Fees and Expenses.23.A. “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. vs. Settlement.30.26. paying taxes and tax expenses. N. “Notice Date” means the first day on which the Settlement Administrator or its designee disseminates the Class Notice. “Individual Net Premium” means the Net Premium for a given borrower. J. 8 . 2. 2.. 2.24. Case No. “Judgment” means the judgment to be entered by the Court pursuant to the “Litigation” means the action styled Pulley et al. 2.27. 2. and all reasonable and authorized costs and expenses incurred by the Settlement Administrator in administering the Settlement.31. and other reasonable and authorized fees and expenses of the Settlement Administrator. 0:12-60936-Civ-Cohn/Seltzer pending in the Southern District of Florida.25. escrowing funds and issuing and mailing Settlement Payments.29. “Notice and Administrative Costs” means the reasonable and authorized costs and expenses of disseminating and publishing the Class Notice in accordance with the Preliminary Approval Order.2. Case Contribution Awards. processing claims. 2. 2. “Named Plaintiffs” means Philip and Devra Pulley and Jerome and Susan Davis. 2. “Net Settlement Fund” means the Settlement Fund less Notice and Administrative Costs. et al. Morgan Chase Bank. “Notice Program” means the plan approved by the Court for disseminating the Class Notice to the Settlement Class. including but not limited to costs and expenses associated with assisting Class Members.

“Parties” means all Plaintiffs and Defendants. The Opt-Out Deadline shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5.34.4 in order for a Settlement Class Member to be excluded from the Settlement Class. Christopher & Weisberg. Freed Kanner London & Millen LLC and Gilman Law LLP. 2. “Plaintiffs’ Counsel” means Meredith & Narine. P. among other things. Hagens Berman Sobol Shapiro LLP.33. .35.5. “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 Objection Date shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5. “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. 2. to the Settlement in accordance with Paragraph 12.A.36. if any. and the Settlement Class Members’ option and rights with respect thereto. 2. “Preliminary Approval Order” means an order providing for.3 to be able to object to the Settlement. 2.2.5.32. 9 . and finding that the Notice set forth in the Preliminary Approval Order is reasonably calculated to apprise the Settlement Class Members of the pendency of the Litigation. the material terms of the proposed Settlement. preliminary approval of the Settlement. dissemination of the Notice to the Settlement Class.

subsidiaries. investors. and (b) any other insurance carriers.43. “Premium” means the amount charged to a borrower for a wind insurance policy that was lender placed by Chase Defendants. and agents.40. Inc.. 2. parents.41. and their respective heirs. subsidiaries. such as SWBC Mortgage Corporation and WNC Insurance Services.44. directors. as detailed in Paragraph 10. parents. 2013. and agents during the period January 1. 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.42. officers. employees. 2. “Released Persons” means: (a) Defendants and each of their respective former and current predecessors.37. affiliates. “Releasing Persons” means Plaintiffs. “Released Claims” means the claims released pursuant to Paragraph 10 of the Settlement Agreement. “Release” or “Releases” means the releases of claims by the Releasing Persons against the Released Persons. successors. successors and assigns. employees. 2. officers. “Settlement Class” means all members of the class of borrowers in this Litigation that will be certified by the Court for settlement purposes. directors. on behalf of themselves and each of the Settlement Class Members. administrators.39. 2008 to March 4. “Settlement” means the settlement set forth in this Agreement.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 . “Refund” means the amount of money received or credited to a borrower when a force placed wind insurance policy is cancelled. affiliates. investors. 2. successors. 2.38. 2. 2.

Class Counsel will present a Preliminary Approval Application to the District Court by June 14.48. “Settlement Class Member” means any member of the Settlement Class. of the material conditions set forth below. 2013. 2. and officers. collectively. directors. Class Certification. The Preliminary Approval Application shall include a Preliminary Approval Order and a 11 . The Settlement must be approved by the District Court in accordance with the following steps: 3. 2. 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.46. and Class Notice.47. the Releasing Persons. CONDITIONS AND OBLIGATIONS RELATING TO THE EFFECTIVENESS OF THE SETTLEMENT Settlement is expressly contingent upon the satisfaction. in full. 3. Specifically excluded from the Settlement Class are: (a) the Defendants and their respective board members. “Total Net Premium” means the total of all Net Premiums on wind policies lender placed by Chase Defendants during the Class Period.1. Chase Defendants.45. and all Settlement Class Members. 2008 and March 4. After good faith consultation with counsel for Defendants.1 Condition No.1. 2. “Settling Parties” means. “Settlement Fund” means the $4. 3. 2.000 that Chase Defendants have agreed to pay in Settlement of this Litigation. 1: District Court Approval. Application for Preliminary Approval of Proposed Settlement.750. 2013.serviced by the Chase Defendants and secured by property on which wind insurance was lenderplaced at any time between January 1.

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

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

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

1 In consideration of the Release set forth in Paragraph 9.00). Retain jurisdiction relating to the administration. j. 4. consummation. Issue related orders to effectuate the final approval of the Settlement Agreement and its implementation. i. and for any other necessary purpose.e. and interpretation of the Settlement Agreement.2 Settlement Monetary Consideration. which shall include all Notice and 15 . 4. g. Make the Releases in Paragraph 10 of the Settlement Agreement effective as of the date of the Final Judgment. 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. by operation of the entry of the Judgment. AND OTHER RELIEF 4.000. and discharged the Released Parties from any and all claims arising out of. Agreement. prosecution. Chase Defendants agree to pay four million seven hundred fifty thousand dollars ($4. or dismissal of this Litigation. as of the Effective Date. BENEFITS. Authorize the Settling Parties to implement the terms of the Settlement enforcement. Chase Defendants will provide the benefits described below. settlement.750. or in connection with the initiation. relinquished. f. Find that. Plaintiffs and all Settlement Class Members shall be deemed to have forever released. Bar and permanently enjoin Plaintiffs and all Settlement Class Members from prosecuting any and all Released Claims against the Released Parties. SETTLEMENT CONSIDERATION. h. relating to. the Final Judgment.

2.2. A Settlement Fund shall be established in the amount of $4. which will. The Settlement Fund shall pay: (a) all Notice and Administrative Costs. 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. if any.4. dollars into an interest-bearing bank account designated by the Settlement Administrator.1 No portion of the Settlement Fund shall revert to Defendants at any time.3. inter alia. No later than fourteen (21) business days after the Effective Date. 4. or otherwise required to make any additional payments in connection with this Settlement other than those specified in 16 . 4. Prior to the Effective Date. if any. the Settlement Administrator will distribute the Settlement Fund as set forth in Paragraph 5.00) U. (c) the Case Contribution Awards. into a Settlement Fund pursuant to the terms and conditions set forth below.S.2.000. If Chase Defendants are obligated. with a third party financial institution to be jointly selected by the Settling Parties. 4. 4.2.Administrative Costs. Within thirty (30) calendar days of Preliminary Approval of this Settlement.750. and (d) the Attorneys’ Fees and Expenses. 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. Attorneys’ Fees and Expenses.2. (b) all payments to Settlement Class Members.000.750. ordered. Any interest that accrues on the Settlement Fund before the Settlement Fund is distributed shall be retained by the Settlement Fund. including the cost of Notice. fund monetary payments to Settlement Class Members. and Case Contribution Awards. Defendants will wire transfer the sum of four million seven hundred fifty thousand dollars ($4.

Chase Defendants shall have the right to terminate this Agreement without penalty or sanction. 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. With respect to all Settlement Class Members’ loans owned by any Chase Defendant that have been foreclosed or that have gone to short sale.3. As soon as is practicable following Final Approval of the Settlement. that have been foreclosed or that have gone to short sale.2.4. 4. 4. in connection with the Final Approval of the Settlement Agreement. With respect to all Settlement Class Members’ loans serviced by any Chase Defendant on behalf of a non-Chase investor. such that. 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. including Fannie Mae and Freddie Mac.Paragraph 4. Deficiencies for Chase-Owned Loans. as soon as is practicable following Final Approval of the Settlement. Deficiencies for Non-Owned Chase Loans. 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 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. the Settlement Administrator shall send a written notice to whom this provision applies identifying the dollar amount of any 17 . For those Settlement Class Members for whom such a waiver is obtained.

5. Chase Defendants shall not accept commissions. Pursuant to this provision. 4. 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.3 Maintenance of Existing Insurance Coverage. 4. Chase Defendants shall maintain for a period of at least six (6) years from the date of final approval of the Settlement. 4. or any substitute for commissions.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.5. In addition. The Settling Parties agree to the injunctive and programmatic relief set forth below. investor requirements.1 Commissions. 4. from lender-placed insurers in connection with the placement of wind insurance during this time period. Subject to any subsequently enacted laws.5.2 Wind Coverage Requirement. or mortgage contract provisions that would require it to maintain different requirements for mortgages or lines of credit on residential properties. but the deposit balance is not sufficient to pay wind insurance premiums on an 18 . regulations.5 Injunctive Relief. 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). When the borrower has an escrow account. 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. 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.

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

Request for Proposal for Lender-Placed Wind Insurance Provider. 5.3. 20 . The Class List shall include the following data fields: (a) (b) (c) (d) (e) (f) (g) (h) (i) 5.4. Chase Defendants shall provide to the Settlement Administrator the Class List in electronic format. Within 10 days after Preliminary Approval of the Settlement.5. which shall consist of all borrowers on whose property Chase Defendants placed wind insurance during the period January 1. In connection with this process. PLAN OF ALLOCATION OF SETTLEMENT PAYMENTS 5. 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. Borrowers’ names Wind LPI Policy number Property address Date(s) of placement Last known residence address Last known telephone number.1. 5. 2013.5. Chase Bank shall use a request for proposal process to select a lender-placed insurance provider. if possible Last known email address. 2008 through March 4.2. Within a reasonable amount of time after the signing of the MOU. Chase Bank shall take reasonable measures to ensure that the premiums for lender-placed wind insurance charged by such providers to borrowers are based on a competitive market-based pricing model for lender-placed wind insurance.

5. 5. to his or her last known email address. if available. 5. 5. In those instances where the Class Notice is returned as undeliverable. 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.2.4. The Class Notice shall be sent to each Settlement Class Member at his or her last known address and. 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. In addition to those elements set forth in Paragraph 12 of this Settlement Agreement.5. Within 30 days after Preliminary Approval of the Settlement. the Class Notice shall: (a) explain the formula for determining each Settlement Class Member’s monetary recovery.6 At least 20 days prior to the hearing on Final Approval. Stated differently.5. the Settlement Administrator will make all reasonable efforts to locate the Settlement Class Member. 5. and (c) inform each Settlement Class Member that if he or she disputes the Individual Net Premium.1. including trying to contact the Settlement Class Member telephonically. the Settlement Administrator shall prepare and disseminate to counsel a Class Member Payment List that shall 21 . Settlement Class Members may also provide an alternative address to which the Settlement Administrator should send their monetary award.5. (b) set forth the Total Net Premium and the Individual Net Premium for each 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. the Settlement Administrator shall disseminate the Class Notice. as determined from Chase Defendants’ records.

8 If the amount of money remaining in the Settlement Fund exceeds three percent (3%) of the Net Settlement Fund. Within 14 business days following the Effective Date of the Settlement. including any revision of Individual Net Premium Amounts. The Cashed Settlement Check List shall be sent to counsel for the Parties. (b) the Individual Net Premium Amount for each Settlement Class Member.8. and (b) the amount that each Settlement Class Member shall receive pursuant to a second distribution. 5. (c) the deliverable address for each Settlement Class Member. 5. 5. 5. Within 21 business days following the Effective Date of the Settlement. and (e) any Settlement Class Members who have opted out of the Settlement Class.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. (d) the percentage of monetary recovery available to each Settlement Class Member.9. 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.7 above to each Settlement Class Member on the Class Member Payment List. the Class Administrator shall prepare and disseminate to counsel a final Class Member Payment List.identify: (a) each Settlement Class Member.8.9. 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. the Settlement Administrator shall determine the amount of money. Within 150 days of the initial dissemination of Settlement Checks to the Settlement Class Members.1.7. the Settlement Administrator shall draw and send checks in the amounts set forth in Paragraph 5. 22 . if any.

the amount of money remaining in the Settlement Fund is three percent (3%) or less of the net Settlement Fund. They will treat the Settlement Account as a qualified settlement fund for all reporting purposes under the federal tax laws. 5. will be paid by Plaintiffs. TAX TREATMENT OF SETTLEMENT FUND.468B-5. The amount. 26 C. if any.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. 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. NOTICE AND ADMINISTRATIVE COSTS 6. The Settling Parties will treat the bank account containing the Settlement Fund as a “qualified settlement fund” within the meaning of Treasury Regulations 1.10.1 Within 10 business days after the Cashed Settlement Check List is finalized and sent to counsel for the Parties. and disclosures required by the Settlement. 5. shall be delivered to Habitat for Humanity. 1. All Notice and Administrative Costs. 7. 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.11.F.1.2.1. after the first distribution. 6.468B-5 (1992). CONSEQUENCES OF TERMINATION 7. Any monies remaining in the Settlement Fund. Defendants.5. 23 . In addition. 6. will be paid by Plaintiffs.9.R. will be set forth in a report to counsel for the Parties. All costs associated with the implementation and provision of the notifications. either after the second distribution of checks or if.468B-1 through 1.

468B for the Settlement Account. the Tax Expenses.3.the Escrow Agent and. 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. 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”). 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. Such election will be made in compliance with the procedures and requirements contained in such regulations. without limitation. as required. will be paid out of the Settlement Fund or with the Additional Funds. 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. or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority. Such returns will reflect that all taxes (including any estimated taxes. The Escrow Agent and the Settlement Fund will indemnify and hold Chase Defendants harmless for Taxes and Tax 24 . 7.2. All (a) taxes (including any estimated taxes. Chase Defendants will jointly and timely make the “relationback election” (as defined in Treasury Regulation 1.468B-2(k)). 7.468B-1) back to the earliest permitted date. 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. 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. and thereafter to cause the appropriate filing to occur.

Furthermore. 8. 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. COVENANTS The Settling Parties covenant and agree as follows: 8. and the preparation and execution of all other reasonable documents necessary to achieve final approval of the 25 .468B-2(1)-(2)).Expenses (including. 8. Taxes and Tax Expenses will be timely paid by the Escrow Agent out of the Settlement Fund without prior Court order. Defendants are not responsible for and will have no liability therefore. Covenants not to sue. and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this Paragraph and settlement administration.2. without limitation. Cooperation. Taxes payable by reason of any such indemnification). 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. The Settling Parties agree to cooperate with the Escrow Agent. or for any reporting requirements that may relate thereto. 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 1.1. the expeditious agreement to the terms of all class notice documents and settlement administration protocols. but not limited to. and (ii) that the foregoing covenants and Agreement shall be a complete defense to any such claims against any of the Released Persons. including. each other.

Representations and Warranties. The Settling Parties’ Representations and Warranties.1. 9. statements. represent and warrant: 9.2. the Settling Parties shall consult with mediator David Geronemus as necessary in effectuating this Paragraph. except as provided herein. 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. belief. That they are voluntarily entering into the Settlement Agreement as a result of arm’s-length negotiations among their counsel. and each of them on his. her. 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. they are relying solely upon their own judgment. 9 REPRESENTATIONS AND WARRANTIES 9. extent and duration of their rights and claims hereunder and regarding all matters which relate in any way to the subject matter hereof. and the advice and recommendations of their own independently selected counsel. concerning the nature.2. or omissions pertaining to any of the foregoing matters by any Party or by any person representing any party to the Settlement Agreement. 26 . Each of the Settling Parties assumes the risk of mistake as to facts or law. or its own behalf only. that in executing the Settlement Agreement. and further covenant that they will not assign or otherwise transfer any interest in any of Plaintiffs’ Released Claims.1. 9.1.2.Settlement by the District Court.1. and that. The Settling Parties. they have not been influenced to any extent whatsoever in executing the Settlement Agreement by representations. 9. and knowledge. Further.1.

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

guardians. and successors. under any loan. liens. 10. penalties. common law. reckonings. damages. state. promises.2. sums of money. statute. causes of action. on behalf of themselves. whether past or present. or any other source that were or could have been sought or alleged in the Litigation and that relate. payments. regulations.1 shall be deemed a release of any Settlement Class Member’s respective rights and obligations under this Agreement. or claims made under any wind insurance policy placed by the Chase Defendants. whether in arbitration. obligations. suits. and demands of any kind whatsoever that the Named Plaintiffs may have had in the past or may now have against the Released Persons. 10.or accuracy of any communications regarding the placement of any wind insurance policy by the Chase Defendants during the Class Period.3. Nothing in Paragraph 10. heirs. 10. mortgage. debts. known or unknown. administrative. mature or not yet mature. Released Claims Of Named Plaintiffs. ordinance. and the regulatory approval or non-approval of any wind insurance policy placed by the Chase Defendants during the Class Period. executors. 28 . other than named Plaintiffs. hereby release and discharge the Released Persons from any and all claims. assigns. Nothing in this Settlement Agreement shall be deemed a release of Defendants from any existing obligation to any Settlement Class Member. actions.1. or deed of trust. note.1 shall not cover claims arising after the Final Approval of the Settlement. whether as individual claims or as claims asserted on a class basis. Named Plaintiffs. contract.1.1. or judicial proceedings. administrators. their family members. except to the extent that any such obligation is being released pursuant to Paragraph 10.2. attorney’s fees and costs. suspected or unsuspected. judgments. whether based on federal. or local law. Upon the Effective Date. predecessors. The Release in Paragraph 10.

or feature under any wind insurance policy placed by the Chase Defendants during the Class Period. This Release in Paragraph 10. note. the receipt or non-disclosure of any benefit under any wind insurance policy placed by the Chase Defendants during the Class Period. alleged “kickbacks.concern.2 shall include. Nothing in this Settlement Agreement shall be deemed a release of Defendants from any existing obligation to Named Plaintiffs under any loan.2. 10. or pertain in any way to Chase Defendants’ placement of wind insurance during the Class Period. duration. Nothing in Paragraph 10.2.2. or 29 . 10.2 shall not cover claims arising after the Final Approval of this Settlement or claims made under any wind insurance policy placed by the Chase Defendants. 10. expenses. arise from. The Release in Paragraph 10.2 shall be deemed a release of any Named Plaintiffs’ respective rights and obligations under this Agreement. expense reimbursements. and alleged excessiveness of any wind insurance placed by the Chase Defendants during the Class Period.2. but not be limited to. or accuracy of any communications regarding the placement of any wind insurance policy by the Chase Defendants during the Class Period. and the regulatory approval or non-approval of any wind insurance policy placed by the Chase Defendants during the Class Period. the content.” or any other compensation under any wind insurance policy placed by the Chase Defendants during the Class Period. In agreeing to this Release. Named Plaintiffs explicitly acknowledge that unknown losses or claims could possibly exist and that any present losses may have been underestimated in amount or severity. the disclosure or non-disclosure of any payment. mortgage. manner. all claims related to charges for Chase Defendants’ placement of wind insurance during the Class Period. fees.3. the amount. payment or receipt of commissions.1.

or legal principles. any and all claims for attorneys’ fees. and any statute. expert fees. except to the extent otherwise specified in the Settlement Agreement.2. and/or disbursements incurred by Class Counsel. the Named Plaintiffs and each Settlement Class Member shall be deemed. 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. as of the entry of the Final Judgment. costs. rules. comparable. concerns. or pertains in any way to wind lender-placed insurance and is being released pursuant to Paragraph 10.4. The Named Plaintiffs and Class Counsel further represent that there are no outstanding liens or claims against the Litigation. rule and legal doctrine similar. rights. 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. to have waived any and all provisions. or litigation fees. are hereby 30 . except to the extent any such obligation relates. In connection with the foregoing Release. or any other fees. 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.3. and each Settlement Class Member will be deemed to agree.2. or equivalent to California Civil Code Section 1542. to the extent they are found to be applicable herein. 10. 10. Without in any way limiting their scope.4. interest. rights. costs.deed of trust. or by the Named Plaintiffs. benefits conferred by Section 1542 of the California Civil Code. these Releases cover by example and without limitation. which if known by him or her must have materially affected his or her settlement with the debtor. that the provisions of all such principles of law or similar federal or state laws. or consultant fees.

The Court shall retain jurisdiction to protect. they fully. This Agreement and the Releases herein do not affect the rights of Settlement Class Members who timely and properly request exclusion from the Settlement. and each Settlement Class Member will be deemed to recognize. that. 31 . 10.6. The administration and consummation of the Settlement as embodied in this Settlement Agreement shall be under the authority of the Court.knowingly and voluntarily waived. 10. 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. and forever settle and release any and all claims covered by these Releases. including. enforcement of the Releases contained in the Agreement. asserting. The Named Plaintiffs recognize. The Settling Parties acknowledge that the foregoing Releases were bargained for and are a material element of the Agreement. except those who have properly requested exclusion (opted out) in accordance with the terms and provisions hereof. finally. and implement the Settlement Agreement. relinquished and released.7.5. (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. 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. they nevertheless agree that. and (iii) Settlement Class Members shall be permanently barred from initiating. Upon issuance of the Final Judgment: (i) the Settlement Agreement shall be the exclusive remedy for any and all Settlement Class Members. upon entry of the Final Judgment. preserve. 10. even if they may later discover facts in addition to or different from those which they now know or believe to be true. but not limited to.

and to accomplish such other purposes as may be approved by Chase and Class Counsel. and will be subject to the Court’s supervision and direction as circumstances may require. subject to the Chase Defendants’ consent (which shall not be unreasonably withheld). will be an agent of the Court.8. SETTLEMENT ADMINISTRATOR 11.1. 120 days after either the Effective Date or the date the Settlement Fund has been fully distributed. 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 . Nothing in this Settlement Agreement and Release shall preclude any action to enforce the terms of the Settlement Agreement. 11. to facilitate providing Notice directly or by publication.10. and will request that the Court appoint the Settlement Administrator. The Settlement Administrator will be approved by the Court. including participation in any of the processes detailed therein. including the express warranties and covenants contained herein.2. and the Settling Parties shall reasonably cooperate with such requests. Plaintiffs shall select a 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. The Settlement Administrator may request the assistance of the Settling Parties to identify Class Members. The Settlement Administrator shall administer the monetary relief for Settlement Class Members pursuant to the terms of this Agreement in a cost effective and timely manner. The Settlement Administrator shall maintain records of all payments to Settlement Class members. until the later of. The Settlement Administrator shall maintain all such records. The Settlement Administrator will administer the Notice Program. 11.3.

12. orders of the Court pertaining to the Settlement. OBJECTIONS.chasewindinsurance. A copy of the proposed form of Class Notice is attached as Exhibit A. mail.1. AND OPT-OUT RIGHTS 12. The Class Notice shall: 33 . cause the creation of a website at www. 11.29. all applicable deadlines. as the Court may direct. FAQs and answers. among other duties. The Settlement Administrator shall. 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. and contact addresses for the Settlement Administrator for e-mail and U. this Agreement. 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.com (or similar domain name if that is not available) to provide information and relevant documents related to this Settlement. 12. The Settling Parties shall agree on all information and documents to be posted on this website.5. the Settlement Administrator shall cause the Class Notice to be disseminated to potential Settlement Class Members as provided herein. a toll-free telephone number. Upon Preliminary Approval of the Settlement. Class Notice.Counsel. SETTLEMENT NOTICE. including but not limited to.S. 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.4. 11. Class Notice shall be disseminated pursuant to the Notice Program on or before the Notice Date.2. The Settlement Administrator also shall provide such reports and such other information to the Court as it may require.

12. and the proposed Settlement. 12. Agreement. they shall receive relief and will release their claims.9. Specify that so-called “mass” or “class” opt outs shall not be 34 .12.2.2. may advise on the tax consequences of participating or not participating in the Settlement.6. Explain the impact of the proposed Settlement on any existing litigation. 12. if they do not exclude themselves from the Settlement Class.2. arbitration or other proceeding.2. nor the Settlement Administrator.2.2.4. including their right to provide information concerning their Award under the Settlement. Explain that neither Counsel for the Settling Parties.2. 12. or object thereto.2. allowed. and Explain the procedures for opting out of the Settlement.3.1. 12. Describe the procedures for participating in the Settlement and advise Settlement Class Members of their rights. 12.2. 12.5.8. to opt out of same. 12. plain statement of the background of the Litigation Describe the proposed Settlement relief as set forth in this Inform Settlement Class Members that. State that any Award to Settlement Class Members under the Settlement is contingent on the Court's final approval of the proposed Settlement. Contain a short.7.2.

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. a putative class member in any other class action filed against any of the Released Persons. 12.4.3.” So-called “mass” or “class” opt outs shall not be allowed. as specified in the Class Notice 35 .3. A Settlement Class Member who desires to opt out must take timely affirmative written action pursuant to this Paragraph. such as “I hereby request that I be excluded from the proposed Settlement Class in the Pulley Class Action.4 Any potential Settlement Class Member who does not opt out of the Settlement may object to the Settlement. 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.4.12. To object.4.2. Any potential Settlement Class Member who wishes to object to the Settlement must do so in writing on or before the Objection Date.4. a Settlement Class Member must complete and send to the Settlement Administrator a request for exclusion that is post-marked no later than the Opt Out Deadline. as specified in the Class Notice and Preliminary Approval Order.10. Provide that any objection to the Settlement and any papers submitted in support of said objection will be considered only if the Settlement Class Member making an objection complies with the requirements in Paragraph 12.1. In order to opt out.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. 12. the Settlement Class Member must comply with the procedures and deadlines in Paragraphs 12. A Settlement Class Member who wishes to opt out of the Settlement Class must do so in writing. or (b) is. 12.2. 12.1 and 12. or becomes.

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

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 Settlement Administrator shall provide to the Court documentation that Class Notice was provided in accordance with the Notice Program.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. or be affected by. 12. Except for those Settlement Class Members who timely and properly file a request for exclusion. or (d) be entitled to object to any aspect of the Settlement. will be bound by its terms. 12.9. all other Settlement Class Members will be deemed to be Settlement Class Members for all purposes under 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. Prior to the Final Approval Hearing. 12. 13. 12.5. SETTLEMENT APPROVAL 37 .7. (b) be entitled to relief under. and upon the Effective Date. (c) gain any rights by virtue of the Agreement. the Agreement. regardless of whether they receive any monetary relief or any other relief.8. 12. the Settling Parties stipulate and agree that Chase Defendants shall have the right to terminate this Agreement without penalty or sanction. 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.6.

2. the Settling Parties will apply to the Court for entry of the proposed Preliminary Approval Order and setting of a Fairness Hearing. the Settling Parties will move for Final Approval of the Settlement and entry of the proposed Judgment and present their arguments in support thereof. Within ten (10) days of entry of the Preliminary Approval Order. By June 14. CERTIFICATION OF CONDITIONAL NATIONWIDE SETTLEMENT CLASS 14.13.5.1. 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. and Defense Counsel with an affidavit or declaration by a competent affiant or declarant. At the Fairness Hearing.3.4. § 1715 (“CAFA Notices”).6. 13. Not later than ten (10) days before the Fairness Hearing. In applying for entry of the Preliminary Approval Order. Promptly after the Effective Date. the Settlement Administrator will provide Class Counsel. Class Counsel will file the affidavit or declaration with the Court prior to the Fairness Hearing. 13. In moving for Final Approval of the 38 . attesting that the Class Notice has been disseminated in accordance with the Preliminary Approval Order. 13. Chase will serve notices of the Settlement on State and Federal regulatory authorities as required by the Class Action Fairness Act of 2005. 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. 2013. 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.1. 13. 14. 13.C.S.

or this Agreement is otherwise terminated or rendered null and void. will be paid from the Settlement Fund by wire transfer within ten (10) business days after the Effective Date. in this or any other proceeding. an admission by Chase Defendants of any kind or any determination that certification of a nationwide class or any other class for trial purposes is appropriate. If the Settlement is not granted final approval.2. on all available grounds as if no nationwide settlement Class had been certified. plus accrued interest. 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’ non-objection shall not constitute. or in any other action. in such circumstances. ATTORNEYS’ FEES. Such Attorneys’ Fees and Expenses.1. Plaintiffs will also request that certification of said nationwide Class for purposes of Settlement be made final.000 and Expenses. Solely for purposes of this Settlement and consistent with this Paragraph. 14. 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. EXPENSES AND REPRESENTATIVE PLAINTIFFS’ CASE CONTRIBUTION AWARDS 15.Settlement and entry of Judgment. Chase Defendants will not object that the Action proceed as a nationwide class. 15.425. Chase Defendants reserve all rights to challenge certification of a nationwide Class or any other Class for trial purposes in the Litigation. 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 .

modifies. and any order or proceedings relating to the applications for Attorneys’ Fees and Expenses and Case Management Awards. or any appellate court(s). including without limitation. Paragraph 4. 15.2.1. unless they are waived in writing signed by authorized representatives of the Settling Parties. the terms or 40 . and Paragraph 12. 16. or affect or delay the finality of Judgment approving the Agreement and the Settlement. This Agreement shall also terminate at the discretion of any Settling Party if: (1) the Court. This Agreement shall be terminable by any Party if any of the conditions of Paragraph 3.2.this Agreement. or denies approval of any portion of this Agreement or the proposed Settlement that is material.3. which shall be paid from the Settlement Fund. Chase Defendants will not oppose these requests. Defendants shall not be responsible for the payment of any Attorneys’ Fees and Expenses. Defendants shall not be responsible for the payment of any Attorneys Fees and Expenses. 16. TERMINATION AND EFFECT THEREOF 16. and adequacy of the Settlement. rejects.000 for the Davis Plaintiffs from the Settlement Fund for their work and assistance in the litigation. 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. or any appeal from any order relating thereto or reversal or modification thereof.000 for the Pulley Plaintiffs and $5. reasonableness.4.2 Plaintiffs intend to seek Case Contribution Awards of $10.9 are not fully satisfied. will not operate to terminate or cancel this Agreement. which shall be paid from the Settlement Fund. 15.

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

Neither this Agreement nor the Settlement. 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. and reflect a settlement that was reached voluntarily after consultation with competent legal counsel.5. The Settling Parties acknowledge that it is their intent to consummate this Agreement. 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. 17. 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. or is or may be deemed to be or may be used as an 42 . 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.4.3. and they agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their best efforts to accomplish the foregoing terms and conditions of this Agreement.17. The Settling Parties intend the Settlement to be a final and complete resolution of all disputes between them with respect to the Litigation.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. or of any wrongdoing or liability of any Defendant. 17. 17.

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

All executed counterparts and each of them will be deemed to be one and the same instrument. The Court will retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement.15. and inure to the benefit of. 17.11. None of the Settling Parties.13. 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. or their respective counsel. This Agreement will be binding upon. 17. A complete set of counterparts will be submitted to the Court.14. 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. will be deemed the drafter of this Agreement or its Exhibits for purposes of construing the provisions thereof.12. The language in all parts of this Agreement and its Exhibits will be interpreted according to its fair meaning. This Agreement may be executed in one or more counterparts. 17. the successors and assigns of the Settling Parties. and all Settling Parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement. and will not be interpreted for or against any Settling Party as the drafter thereof. except the stay of proceedings shall not 44 . 17.16.modifications or amendments to this Agreement on behalf of the Settlement Class that Class Counsel deem appropriate. The Settling Parties stipulate to stay all proceedings in the Litigation until the approval of this Agreement has been finally determined. 17.

as the case may be.” or ‘including” are used in the Agreement. (b) references to a person are also to the person’s successor-ininterest. affidavits.18. except to the extent that the law of the United States governs any matters set forth herein. they shall not be limiting. 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. Within 60 days after the Effective Date. 17. 17. testimony. but rather shall be deemed to be followed by the words “without limitation. and (c) whenever the words “include. 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 .1.19.20. and other matters necessary to obtain and preserve final judicial approval of this Agreement. NOTICES 18. The Settlement shall be governed by the laws of the State of Florida. 18. or other information produced by Defendants in the Litigation and shall so certify in writing.” 17.17. and the singular of any defined term includes the plural. Class Counsel shall destroy all electronically stored information. The following principles of interpretation apply to the Agreement: (a) the plural of any defined term includes the singular.prevent the filing of any motions. in which case such federal law shall govern.” includes. 17.

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

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