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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Chase Insurance Agency. including the Chase Defendants.. a. or legal holiday. “Chase” or “Chase Defendants” does not include Chase Bank USA. in which event the period runs until the end of the next day which is not a Saturday. 2008 through March 4. 2.5 and 12 and will notify Settlement Class Members of the preliminary approval of the Settlement and the scheduling of the Final Approval Hearing.15. Further.2.A. 2. unless it is a Saturday. Florida. “Days” means calendar days.A.. or default from which the designated period of time begins to run shall not be included.. 2013.13. 2. or a legal holiday.16. prescribed or allowed by this Agreement. when computing any period of time “Court” means the United States District Court for the Southern District of “Class Period” means the period of time from January 1.11. the day of the act. Inc. and 6 . “Chase” or “Chase Defendants” means JPMorgan Chase Bank. event.. “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. and the Assurant Defendants. a Sunday. N. in substantially the same form as Exhibit A. among other things. except that. “Class Notice” means the Court-approved form of notice to Settlement Class Members. N.A. the last day of the period so computed shall be included. “Defendants” mean all named defendants in this Litigation. 2.14. Sunday. when computing any period of time prescribed or allowed by this Agreement. will comply with the requirements of Paragraphs 5.. which. Chase Bank USA. 2. Inc.12. and JP Morgan Insurance Agency.

. 2.19. the Judgment shall not become Final.20. “Effective Date” means the date the Judgment in this case becomes Final (as defined in Paragraph 2. “Assurant” or “Assurant Defendants” means Assurant.b. and whether the Judgment should be entered.17. Inc. 2. 2. “Force-Placed” or “Lender-Placed” as used herein. reasonable. appeal. and Voyager Indemnity Insurance Company. 2. 2. If the Judgment is set aside. or writ of certiorari can be taken has expired. American Security Insurance Company.21. materially modified. if an appeal or petition for review is taken and dismissed or the Settlement (or award of Attorneys’ Fees and Expenses) is affirmed. “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. “Defense Counsel” means Defendants’ counsel of record in the Litigation. 2.22. and is not fully reinstated on further appeal. “Fairness Hearing” means the hearing held by the Court to determine whether the terms of this Agreement are fair. 7 . or overturned by the Court or on appeal. and adequate for the Settlement Class as a whole. whether the Settlement should be granted final approval.20 below). “Final Approval” means the Court Order approving the Settlement after the Fairness Hearing is conducted.18. 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.

2. Case Contribution Awards. and other reasonable and authorized fees and expenses of the Settlement Administrator. and Attorneys’ Fees and Expenses.27. 8 .26. et al. including but not limited to costs and expenses associated with assisting Class Members.P. Case No. paying taxes and tax expenses. 2. 2. “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. “Notice Program” means the plan approved by the Court for disseminating the Class Notice to the Settlement Class. 2. “Net Settlement Fund” means the Settlement Fund less Notice and Administrative Costs. “Judgment” means the judgment to be entered by the Court pursuant to the “Litigation” means the action styled Pulley et al.2.28. Morgan Chase Bank. 2. escrowing funds and issuing and mailing Settlement Payments. “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.24. 0:12-60936-Civ-Cohn/Seltzer pending in the Southern District of Florida. J. 2. processing claims.25. vs.31. 2.29. and all reasonable and authorized costs and expenses incurred by the Settlement Administrator in administering the Settlement. N.. “Notice Date” means the first day on which the Settlement Administrator or its designee disseminates the Class Notice.A. “Individual Net Premium” means the Net Premium for a given borrower. Settlement.30. 2.23. “Named Plaintiffs” means Philip and Devra Pulley and Jerome and Susan Davis.

Hagens Berman Sobol Shapiro LLP. “Preliminary Approval Order” means an order providing for. 2.35. the material terms of the proposed Settlement. “Parties” means all Plaintiffs and Defendants. Freed Kanner London & Millen LLC and Gilman Law LLP. “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. 2.34. Christopher & Weisberg.2. P.4 in order for a Settlement Class Member to be excluded from the Settlement Class. and finding that the Notice set forth in the Preliminary Approval Order is reasonably calculated to apprise the Settlement Class Members of the pendency of the Litigation.5.32.33. if any. The Opt-Out Deadline shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5. .A.36. “Objection Date” means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections. preliminary approval of the Settlement. 2. dissemination of the Notice to the Settlement Class.3 to be able to object to the Settlement. The Objection Date shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5.5. 2. among other things. to the Settlement in accordance with Paragraph 12. and the Settlement Class Members’ option and rights with respect thereto. “Plaintiffs’ Counsel” means Meredith & Narine. 9 .

40. successors. 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 . “Releasing Persons” means Plaintiffs. and agents. successors. “Settlement Class” means all members of the class of borrowers in this Litigation that will be certified by the Court for settlement purposes. “Premium” means the amount charged to a borrower for a wind insurance policy that was lender placed by Chase Defendants.42. “Released Persons” means: (a) Defendants and each of their respective former and current predecessors. such as SWBC Mortgage Corporation and WNC Insurance Services. 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.39.44. parents. investors. “Release” or “Releases” means the releases of claims by the Releasing Persons against the Released Persons. 2008 to March 4. and their respective heirs. employees. “Released Claims” means the claims released pursuant to Paragraph 10 of the Settlement Agreement. subsidiaries. 2. administrators.38. officers. 2013. on behalf of themselves and each of the Settlement Class Members. affiliates. officers. successors and assigns. affiliates. “Refund” means the amount of money received or credited to a borrower when a force placed wind insurance policy is cancelled. investors. 2. “Settlement” means the settlement set forth in this Agreement. parents.2. employees.41. and (b) any other insurance carriers. 2.43. 2. directors. directors. subsidiaries. and agents during the period January 1. 2. 2..37. Inc. as detailed in Paragraph 10.

45.1. collectively. 2013. After good faith consultation with counsel for Defendants.000 that Chase Defendants have agreed to pay in Settlement of this Litigation. Class Certification. of the material conditions set forth below. Class Counsel will present a Preliminary Approval Application to the District Court by June 14. 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. “Settlement Class Member” means any member of the Settlement Class. CONDITIONS AND OBLIGATIONS RELATING TO THE EFFECTIVENESS OF THE SETTLEMENT Settlement is expressly contingent upon the satisfaction. 2.750. 3.48.1. 1: District Court Approval. 2008 and March 4. “Settling Parties” means. “Total Net Premium” means the total of all Net Premiums on wind policies lender placed by Chase Defendants during the Class Period. and all Settlement Class Members. directors. 2.46. 2. and Class Notice. the Releasing Persons. The Settlement must be approved by the District Court in accordance with the following steps: 3. in full. and officers. 2. Specifically excluded from the Settlement Class are: (a) the Defendants and their respective board members. Chase Defendants.47.serviced by the Chase Defendants and secured by property on which wind insurance was lenderplaced at any time between January 1. Application for Preliminary Approval of Proposed Settlement. 2013. 3. “Settlement Fund” means the $4.1 Condition No. The Preliminary Approval Application shall include a Preliminary Approval Order and a 11 .

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

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. 3. vii.1. Settlement Agreement. and advise that a failure to do so shall bind those Settlement Class Members who remain in the Class. as directed in the Settlement Agreement and Class Notice. Pursuant to the Preliminary Approval Order to Issue related orders to effectuate the preliminary approval of the be entered by the District Court. ix. the Settling Parties will request that the District Court schedule and conduct a 13 . Class Counsel shall cause the Class Notice to be issued pursuant to Paragraph 12 below. to file a notice of appearance. Settlement Class Members who choose this option will be responsible for any attorneys’ fees or costs incurred as a result of this election. 3.5 Settlement Class Members have the option to participate in the Final Approval Hearing at their own expense by obtaining their own attorney(s). Authorize the Settling Parties to take all necessary and appropriate steps to establish the means necessary to implement the Settlement Agreement. viii.5 Final Approval Hearing.1. In connection with the Preliminary Approval Application. Require attorneys representing any Settlement Class Member. and advise that a failure to do so shall prevent those Settlement Class Members from doing so. The Class Notice will advise Settlement Class Members of this option. as directed in the Settlement Agreement and Class Notice.vi. Require Settlement Class Members who wish to exclude themselves to submit an appropriate and timely written request for exclusion by the Exclusion Deadline.1. 3.4 Issuance of Class Notice. at the Class Member’s expense. and x.

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

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

ordered. (b) all payments to Settlement Class Members. including the cost of Notice. 4.2.2. Attorneys’ Fees and Expenses. 4. Defendants will wire transfer the sum of four million seven hundred fifty thousand dollars ($4.1 No portion of the Settlement Fund shall revert to Defendants at any time. with a third party financial institution to be jointly selected by the Settling Parties. The Settlement Fund shall pay: (a) all Notice and Administrative Costs. No later than fourteen (21) business days after the Effective Date. all funds in the Settlement Account shall be invested and reinvested in short-term United States Agency or Treasury Securities of a duration to maturity of twelve months or less from the date of purchase. Any interest that accrues on the Settlement Fund before the Settlement Fund is distributed shall be retained by the Settlement Fund. dollars into an interest-bearing bank account designated by the Settlement Administrator. Within thirty (30) calendar days of Preliminary Approval of this Settlement. inter alia. fund monetary payments to Settlement Class Members. (c) the Case Contribution Awards.S.000.4.00) U. if any. 4. and Case Contribution Awards. 4. A Settlement Fund shall be established in the amount of $4.000.2.3.2. and (d) the Attorneys’ Fees and Expenses. if any. If Chase Defendants are obligated. 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. Prior to the Effective Date. the Settlement Administrator will distribute the Settlement Fund as set forth in Paragraph 5. into a Settlement Fund pursuant to the terms and conditions set forth below. which will.750.Administrative Costs.2.750. or otherwise required to make any additional payments in connection with this Settlement other than those specified in 16 .

as soon as is practicable following Final Approval of the Settlement. Deficiencies for Non-Owned Chase Loans. such that.4. that have been foreclosed or that have gone to short sale. 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. 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 formally attempt to obtain a waiver (and follow up in good faith) from the investor of any deficiency judgment rights the investor may have.2. 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. 4. in connection with the Final Approval of the Settlement Agreement. Deficiencies for Chase-Owned Loans. For those Settlement Class Members for whom such a waiver is obtained. the Settlement Administrator shall send a written notice to whom this provision applies identifying the dollar amount of any 17 . Chase Defendants shall have the right to terminate this Agreement without penalty or sanction.Paragraph 4.3. including Fannie Mae and Freddie Mac. As soon as is practicable following Final Approval of the Settlement. With respect to all Settlement Class Members’ loans serviced by any Chase Defendant on behalf of a non-Chase investor. 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.

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. 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). 4. 4.1 Commissions. Chase Defendants will maintain a moratorium on commission-based arrangements with its lender-placed wind insurance carriers for six (6) years from the date of Final Approval of the Settlement. or mortgage contract provisions that would require it to maintain different requirements for mortgages or lines of credit on residential properties. regulations. or any substitute for commissions. In addition. Chase Defendants shall maintain for a period of at least six (6) years from the date of final approval of the Settlement.2 Wind Coverage Requirement.5.5. 4. 4. Chase Defendants shall not accept commissions. Subject to any subsequently enacted laws. The Settling Parties agree to the injunctive and programmatic relief set forth below. 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.3 Maintenance of Existing Insurance Coverage. Pursuant to this provision. 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. When the borrower has an escrow account.5. investor requirements.5 Injunctive Relief. from lender-placed insurers in connection with the placement of wind insurance during this time period. but the deposit balance is not sufficient to pay wind insurance premiums on an 18 .

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

In connection with this process. 5. Borrowers’ names Wind LPI Policy number Property address Date(s) of placement Last known residence address Last known telephone number. The Class List shall include the following data fields: (a) (b) (c) (d) (e) (f) (g) (h) (i) 5.4.5. PLAN OF ALLOCATION OF SETTLEMENT PAYMENTS 5. 2008 through March 4.5. Chase Bank shall use a request for proposal process to select a lender-placed insurance provider. Chase Defendants shall provide to the Settlement Administrator the Class List in electronic format. if possible Wind LPI Premium amount charged Wind LPI Premium amount refunded The Settlement Administrator shall compute the Total Net Premium charged for lender-placed wind insurance during the Class Period. if possible Last known email address.3.2. 5. which shall consist of all borrowers on whose property Chase Defendants placed wind insurance during the period January 1. 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.1. 20 . Request for Proposal for Lender-Placed Wind Insurance Provider. Within 10 days after Preliminary Approval of the Settlement. 2013. Within a reasonable amount of time after the signing of the MOU.

and (c) inform each Settlement Class Member that if he or she disputes the Individual Net Premium.2. to his or her last known email address.5. as determined from Chase Defendants’ records. the Settlement Administrator shall disseminate the Class Notice. the Class Notice shall: (a) explain the formula for determining each Settlement Class Member’s monetary recovery. 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. Within 30 days after Preliminary Approval of the Settlement. Settlement Class Members may also provide an alternative address to which the Settlement Administrator should send their monetary award. 5.1.4. 5. if available. In addition to those elements set forth in Paragraph 12 of this Settlement Agreement. 5.5. The Class Notice shall be sent to each Settlement Class Member at his or her last known address and. including trying to contact the Settlement Class Member telephonically. 5. 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. (b) set forth the Total Net Premium and the Individual Net Premium for each Settlement Class Member. In those instances where the Class Notice is returned as undeliverable. 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. the Settlement Administrator shall prepare and disseminate to counsel a Class Member Payment List that shall 21 .5.5.6 At least 20 days prior to the hearing on Final Approval. Stated differently. the Settlement Administrator will make all reasonable efforts to locate the Settlement Class Member.

the Class Administrator shall prepare and disseminate to counsel a final Class Member Payment List.1. the Settlement Administrator shall draw and send checks in the amounts set forth in Paragraph 5.7 above to each Settlement Class Member on the Class Member Payment List. Within 150 days of the initial dissemination of Settlement Checks to the Settlement Class Members. and (e) any Settlement Class Members who have opted out of the Settlement Class. including any revision of Individual Net Premium Amounts. (c) the deliverable address for each Settlement Class Member. The Cashed Settlement Check List shall be sent to counsel for the Parties. 5.identify: (a) each Settlement Class Member. 5. 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. 22 . 5. and (b) the amount that each Settlement Class Member shall receive pursuant to a second distribution. remaining in the Settlement Fund as the result of voided or undeliverable checks pursuant to Paragraph 5.1 Any checks which are returned as undeliverable or are not cashed within 120 days shall be voided and the money returned to the Settlement Fund. based upon the formula identified in Paragraph 5.8. (b) the Individual Net Premium Amount for each Settlement Class Member. Within 14 business days following the Effective Date of the Settlement.8.7.9. Within 21 business days following the Effective Date of the Settlement. 5. if any. the Settlement Administrator shall determine the amount of money. (d) the percentage of monetary recovery available to each Settlement Class Member.9.8 If the amount of money remaining in the Settlement Fund exceeds three percent (3%) of the Net Settlement Fund.

F. 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. 1. 5. 26 C. The amount. 6.9. TAX TREATMENT OF SETTLEMENT FUND.468B-1 through 1. 5. 7. will be paid by Plaintiffs. CONSEQUENCES OF TERMINATION 7. The Settling Parties will treat the bank account containing the Settlement Fund as a “qualified settlement fund” within the meaning of Treasury Regulations 1.11. as provided in the Preliminary Approval At no point shall any remaining funds in the Settlement Fund revert back to Order.468B-I through 1. will be set forth in a report to counsel for the Parties.1 Within 10 business days after the Cashed Settlement Check List is finalized and sent to counsel for the Parties. shall be delivered to Habitat for Humanity. 6. will be paid by Plaintiffs.1. NOTICE AND ADMINISTRATIVE COSTS 6. and disclosures required by the Settlement. after the first distribution. In addition. 23 .10. All costs associated with the implementation and provision of the notifications. either after the second distribution of checks or if.2.468B-5 (1992). All Notice and Administrative Costs.468B-5.R. the amount of money remaining in the Settlement Fund is three percent (3%) or less of the net Settlement Fund. Defendants. They will treat the Settlement Account as a qualified settlement fund for all reporting purposes under the federal tax laws. if any. 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. Any monies remaining in the Settlement Fund.1.5.

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 returns will reflect that all taxes (including any estimated taxes. 7. 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”). Such election will be made in compliance with the procedures and requirements contained in such regulations. interest or penalties) on the income earned by the Settlement Fund will be paid out of the Settlement Fund or with the Additional Funds.468B-2(k)). It will be the responsibility of the Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties. and thereafter to cause the appropriate filing to occur. will be paid out of the Settlement Fund or with the Additional Funds.468B for the Settlement Account.2. The Escrow Agent will timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treasury Regulation 1.468B-1) back to the earliest permitted date. without limitation.the Escrow Agent and. The Escrow Agent and the Settlement Fund will indemnify and hold Chase Defendants harmless for Taxes and Tax 24 . Chase Defendants will jointly and timely make the “relationback election” (as defined in Treasury Regulation 1. the Tax Expenses. 7. as required. in no event will Chase Defendants have any liability or responsibility for the Taxes. The Settlement Administrator will be the Escrow Agent within the meaning of section 468B of the Internal Revenue Code of 1986 and Treasury Regulation 1.3. or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority. All (a) taxes (including any estimated taxes.

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

they are relying solely upon their own judgment. represent and warrant: 9.1. The Settling Parties’ Representations and Warranties. 26 . That they are voluntarily entering into the Settlement Agreement as a result of arm’s-length negotiations among their counsel.2. statements. extent and duration of their rights and claims hereunder and regarding all matters which relate in any way to the subject matter hereof. 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.2. concerning the nature. and that. and further covenant that they will not assign or otherwise transfer any interest in any of Plaintiffs’ Released Claims. 9.Settlement by the District Court. and knowledge. her. and the advice and recommendations of their own independently selected counsel. except as provided herein.1.2.1. or its own behalf only.1. Each of the Settling Parties assumes the risk of mistake as to facts or law. The Settling Parties. Representations and Warranties. Further. they have not been influenced to any extent whatsoever in executing the Settlement Agreement by representations. 9. Named Plaintiffs represent and warrant that they are the sole and exclusive owners of all Released Claims and that they have not assigned or otherwise transferred any interest in any of the Released Claims against any of the Released Persons. and each of them on his. 9. or omissions pertaining to any of the foregoing matters by any Party or by any person representing any party to the Settlement Agreement.1. that in executing the Settlement Agreement. 9 REPRESENTATIONS AND WARRANTIES 9. belief. the Settling Parties shall consult with mediator David Geronemus as necessary in effectuating this Paragraph.

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

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

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

or pertains in any way to wind lender-placed insurance and is being released pursuant to Paragraph 10. except to the extent otherwise specified in the Settlement Agreement. comparable. 10. benefits conferred by Section 1542 of the California Civil Code. rules. 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. expert fees. and/or disbursements incurred by Class Counsel.3.2. any and all claims for attorneys’ fees. rights. as of the entry of the Final Judgment. to have waived any and all provisions. and any statute. Without in any way limiting their scope. or equivalent to California Civil Code Section 1542. that the provisions of all such principles of law or similar federal or state laws.4. rule and legal doctrine similar. the Named Plaintiffs and each Settlement Class Member shall be deemed. costs. to the extent they are found to be applicable herein. costs. In connection with the foregoing Release. The Named Plaintiffs and Class Counsel further represent that there are no outstanding liens or claims against the Litigation. or legal principles. or any other fees. interest. except to the extent any such obligation relates. and each Settlement Class Member will be deemed to agree.deed of trust. or litigation fees. 10. 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. or by the Named Plaintiffs. 10. 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.4. which if known by him or her must have materially affected his or her settlement with the debtor. rights.2. are hereby 30 . concerns. these Releases cover by example and without limitation. or consultant fees.

relinquished and released. upon entry of the Final Judgment. 31 . 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. The Court shall retain jurisdiction to protect. The administration and consummation of the Settlement as embodied in this Settlement Agreement shall be under the authority of the Court. 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.6. finally. including. even if they may later discover facts in addition to or different from those which they now know or believe to be true. This Agreement and the Releases herein do not affect the rights of Settlement Class Members who timely and properly request exclusion from the Settlement. but not limited to. 10. preserve. 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. asserting. Upon issuance of the Final Judgment: (i) the Settlement Agreement shall be the exclusive remedy for any and all Settlement Class Members. 10.knowingly and voluntarily waived.7. (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 Named Plaintiffs recognize. 10.5. and each Settlement Class Member will be deemed to recognize. enforcement of the Releases contained in the Agreement. and (iii) Settlement Class Members shall be permanently barred from initiating. they fully. they nevertheless agree that. and implement the Settlement Agreement. and forever settle and release any and all claims covered by these Releases. that.

The Settlement Administrator may request the assistance of the Settling Parties to identify Class Members. Plaintiffs shall select a Settlement Administrator. 11. SETTLEMENT ADMINISTRATOR 11. The Settlement Administrator will administer the Notice Program. Nothing in this Settlement Agreement and Release shall preclude any action to enforce the terms of the Settlement Agreement.3. subject to the Chase Defendants’ consent (which shall not be unreasonably withheld). and the Settling Parties shall reasonably cooperate with such requests. to facilitate providing Notice directly or by publication. The Settlement Administrator shall maintain all such records. 11. including participation in any of the processes detailed therein. 11.2. will be an agent of the Court. The Releases set forth herein are not intended to include the release of any rights or duties of the Settling Parties arising out of the Settlement Agreement.1. The Settlement Administrator shall maintain records of all payments to Settlement Class members. The Settlement Administrator will be approved by the Court. until the later of. 120 days after either the Effective Date or the date the Settlement Fund has been fully distributed.10. including the express warranties and covenants contained herein. and will be subject to the Court’s supervision and direction as circumstances may require. and will request that the Court appoint the 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 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 . and to accomplish such other purposes as may be approved by Chase and Class Counsel.8.

cause the creation of a website at www. The Settling Parties shall agree on all information and documents to be posted on this website.2. Class Notice shall be disseminated pursuant to the Notice Program on or before the Notice Date. FAQs and answers. 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. 12. AND OPT-OUT RIGHTS 12. the Settlement Administrator shall cause the Class Notice to be disseminated to potential Settlement Class Members as provided herein. The Settlement Administrator also shall provide such reports and such other information to the Court as it may require. SETTLEMENT NOTICE. all applicable deadlines. this Agreement. including but not limited to. 11.5.S. and contact addresses for the Settlement Administrator for e-mail and U. 11. The cost of creating and maintaining this website shall be a compensable Notice and Administrative Costs pursuant to Paragraph 2. a toll-free telephone number. orders of the Court pertaining to the Settlement. OBJECTIONS. Class Notice. mail.29. among other duties.4.Counsel. The Class Notice shall: 33 . Supporting documentation will be kept confidential by the Settlement Administrator. Upon Preliminary Approval of the Settlement. as the Court may direct.chasewindinsurance.1.com (or similar domain name if that is not available) to provide information and relevant documents related to this Settlement. but may also be provided to the Court upon request and to Class Counsel and Defense Counsel to the extent necessary to resolve settlement determination issues. The Settlement Administrator shall. 12. A copy of the proposed form of Class Notice is attached as Exhibit A.

Explain the impact of the proposed Settlement on any existing litigation.2. they shall receive relief and will release their claims. 12. or object thereto. 12. and Explain the procedures for opting out of the Settlement.2.2. 12.9. arbitration or other proceeding.2.2. allowed. plain statement of the background of the Litigation Describe the proposed Settlement relief as set forth in this Inform Settlement Class Members that. 12. including their right to provide information concerning their Award under the Settlement. 12.8. and the proposed Settlement.2. if they do not exclude themselves from the Settlement Class. State that any Award to Settlement Class Members under the Settlement is contingent on the Court's final approval of the proposed Settlement.2. Explain that neither Counsel for the Settling Parties.2.2.3.2. nor the Settlement Administrator.5.7. Agreement. 12.6.4.12. Specify that so-called “mass” or “class” opt outs shall not be 34 .1. to opt out of same. may advise on the tax consequences of participating or not participating in the Settlement. Contain a short. 12. Describe the procedures for participating in the Settlement and advise Settlement Class Members of their rights. 12.

12. 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.4.10.4. or (b) is. In order to opt out. or becomes. such as “I hereby request that I be excluded from the proposed Settlement Class in the Pulley Class Action.3. a putative class member in any other class action filed against any of the Released Persons. 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. A Settlement Class Member who wishes to opt out of the Settlement Class must do so in writing. 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. 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. as specified in the Class Notice 35 . the Settlement Class Member must comply with the procedures and deadlines in Paragraphs 12. 12.4.2.4 Any potential Settlement Class Member who does not opt out of the Settlement may object to the Settlement.1 and 12. To object. 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.2. 12.4. as specified in the Class Notice and Preliminary Approval Order. Any potential Settlement Class Member who wishes to object to the Settlement must do so in writing on or before the Objection Date. 12. A Settlement Class Member who desires to opt out must take timely affirmative written action pursuant to this Paragraph.3.” So-called “mass” or “class” opt outs shall not be allowed.

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

or be affected by.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. (c) gain any rights by virtue of the Agreement. 13. 12.9.7. Except for those Settlement Class Members who timely and properly file a request for exclusion. Prior to the Final Approval Hearing. 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. SETTLEMENT APPROVAL 37 . 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.5.8. (b) be entitled to relief under. 12. 12. 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. and upon the Effective Date. the Settlement Administrator shall provide to the Court documentation that Class Notice was provided in accordance with the Notice Program.6. the Agreement. all other Settlement Class Members will be deemed to be Settlement Class Members for all purposes under the Agreement. regardless of whether they receive any monetary relief or any other relief. the Settling Parties stipulate and agree that Chase Defendants shall have the right to terminate this Agreement without penalty or sanction. 12. will be bound by its terms.

By June 14.3. 13.S.2. the Settlement Administrator will provide Class Counsel. Promptly after the Effective Date. 13. 13.6. In applying for entry of the Preliminary Approval Order. Plaintiffs also will withdraw their pending Motion for Class Certification and will apply for conditional certification of a nationwide Class for purposes of the Settlement. 2013. 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. Not later than ten (10) days before the Fairness Hearing. 13.1. 14. 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.1.5. the Settling Parties will apply to the Court for entry of the proposed Preliminary Approval Order and setting of a Fairness Hearing. attesting that the Class Notice has been disseminated in accordance with the Preliminary Approval Order. § 1715 (“CAFA Notices”). 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. Chase will serve notices of the Settlement on State and Federal regulatory authorities as required by the Class Action Fairness Act of 2005. 13.C. CERTIFICATION OF CONDITIONAL NATIONWIDE SETTLEMENT CLASS 14. Class Counsel will file the affidavit or declaration with the Court prior to the Fairness Hearing. Within ten (10) days of entry of the Preliminary Approval Order. In moving for Final Approval of the 38 . 28 U. and Defense Counsel with an affidavit or declaration by a competent affiant or declarant.13.4.

Such Attorneys’ Fees and Expenses. 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. Solely for purposes of this Settlement and consistent with this Paragraph. ATTORNEYS’ FEES.Settlement and entry of Judgment. EXPENSES AND REPRESENTATIVE PLAINTIFFS’ CASE CONTRIBUTION AWARDS 15. or in any other action. 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 . an admission by Chase Defendants of any kind or any determination that certification of a nationwide class or any other class for trial purposes is appropriate. Chase Defendants will not object that the Action proceed as a nationwide class. in this or any other proceeding. or this Agreement is otherwise terminated or rendered null and void. on all available grounds as if no nationwide settlement Class had been certified. 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 $1.1. Plaintiffs will also request that certification of said nationwide Class for purposes of Settlement be made final. plus accrued interest.000 and Expenses. If the Settlement is not granted final approval. in such circumstances.2. 14. Chase Defendants reserve all rights to challenge certification of a nationwide Class or any other Class for trial purposes in the Litigation. will be paid from the Settlement Fund by wire transfer within ten (10) business days after the Effective Date. Chase Defendants’ non-objection shall not constitute.425.

000 for the Davis Plaintiffs from the Settlement Fund for their work and assistance in the litigation.2 Plaintiffs intend to seek Case Contribution Awards of $10. or denies approval of any portion of this Agreement or the proposed Settlement that is material. 15. or any appeal from any order relating thereto or reversal or modification thereof. and any order or proceedings relating to the applications for Attorneys’ Fees and Expenses and Case Management Awards. 15. TERMINATION AND EFFECT THEREOF 16. 16. reasonableness. Defendants shall not be responsible for the payment of any Attorneys’ Fees and Expenses. and Paragraph 12.9 are not fully satisfied. modifies. which shall be paid from the Settlement Fund. or any appellate court(s). will not operate to terminate or cancel this Agreement.3. Chase Defendants will not oppose these requests. 16. which shall be paid from the Settlement Fund.1.2. or affect or delay the finality of Judgment approving the Agreement and the Settlement. the terms or 40 . This Agreement shall be terminable by any Party if any of the conditions of Paragraph 3. including without limitation. 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. Paragraph 4. This Agreement shall also terminate at the discretion of any Settling Party if: (1) the Court. rejects. and adequacy of the Settlement.4. Defendants shall not be responsible for the payment of any Attorneys Fees and Expenses. unless they are waived in writing signed by authorized representatives of the Settling Parties.000 for the Pulley Plaintiffs and $5.this Agreement.2.

the terms and provisions of this Agreement will have no further force and effect with respect to the Settling Parties and will not be used in the Litigation. or (3) if all of the conditions required to be met before the Effective Date do not occur. 41 . and any Judgment or order entered by the Court in accordance with the terms of this Agreement will be treated as vacated. or alters or expands.3. If this Agreement is terminated as provided herein. or any appellate court(s). and/or the terms of the release. If this Agreement is terminated as provided herein. the findings. (2) the District Court. or in any other proceeding for any purpose. the provisions. the definition of the Class. 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. either automatically or by a Party. or any of the District Court’s findings of fact or conclusions of law. relating to notice. 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. 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.relief.4. In such event. any portion of the Final Judgment. either automatically or by a Party. 17. that is material. or conclusions of the District Court.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. nunc pro tunc. MISCELLANEOUS PROVISIONS 17. 16. 16. the balance remaining in the Settlement Fund will be refunded to the Chase Defendants within 10 days. does not enter or completely affirm.

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. and they agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their best efforts to accomplish the foregoing terms and conditions of this Agreement. 17.4. The 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. Neither this Agreement nor the Settlement. 17.17. or of any wrongdoing or liability of any Defendant.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.5. 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. 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. The Settling Parties acknowledge that it is their intent to consummate this Agreement. 17.3. and reflect a settlement that was reached voluntarily after consultation with competent legal counsel.

17. and covenants covered and memorialized herein. Except as otherwise provided herein.7. or inducements have been made to any Party concerning this Agreement or its Exhibits other than the representations. and are expressly authorized to enter into any 43 . any fault.9. release.8 This Agreement may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. 17. the Settling Parties will bear their own respective costs. on behalf of the Settlement Class. 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. good faith settlement. 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. collateral estoppel. 17.admission of. All of the Exhibits to this Agreement are material and integral parts hereof and are fully incorporated herein by this reference. or any other theory of claim preclusion. warranties.6. wrongdoing or liability of any Defendant in any civil. or similar defense or counterclaim. and no representations. administrative agency or other tribunal. warranties. 17. Class Counsel. 17. omission. or administrative proceeding in any court. This Agreement and the Exhibits attached hereto constitute the entire agreement among the Settling Parties. issue preclusion. criminal. including without limitation those based on principles of res judicata. judgment bar or reduction. or evidence of.10. All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information will survive this Agreement.

Class Counsel represent and warrant that they know of no other attorney who has appeared on any document filed on behalf of any of the Plaintiffs in any of the actions comprising the Litigation. This Agreement may be executed in one or more counterparts. A complete set of counterparts will be submitted to the Court.12. except the stay of proceedings shall not 44 . This Agreement will be binding upon.11. All executed counterparts and each of them will be deemed to be one and the same instrument. will be deemed the drafter of this Agreement or its Exhibits for purposes of construing the provisions thereof.14.13. The language in all parts of this Agreement and its Exhibits will be interpreted according to its fair meaning. The Court will retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement. and know of no other attorney who has any claim for attorneys' fees arising from the Litigation separate from those fees to be awarded pursuant to this Agreement. 17. 17. or their respective counsel.modifications or amendments to this Agreement on behalf of the Settlement Class that Class Counsel deem appropriate. 17. and inure to the benefit of.15. None of the Settling Parties. 17. 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. The Settling Parties stipulate to stay all proceedings in the Litigation until the approval of this Agreement has been finally determined.16. 17. the successors and assigns of the Settling Parties. 17.

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

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

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- By: Name: Chase Insurance Agency.. Defendant Dated: .Dated: _ _ _ _ _ __ By: Name: JPMorgan Chase Bank.... Inc.A. N..> 47 .- By: Jerome Davis Plaintiff Dated: ...- 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.. Defendant Dated: ...