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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among other things.. in substantially the same form as Exhibit A. will comply with the requirements of Paragraphs 5. prescribed or allowed by this Agreement.2. or a legal holiday. Florida.. “Chase” or “Chase Defendants” does not include Chase Bank USA. Inc.. in which event the period runs until the end of the next day which is not a Saturday.5 and 12 and will notify Settlement Class Members of the preliminary approval of the Settlement and the scheduling of the Final Approval Hearing. unless it is a Saturday. the last day of the period so computed shall be included. Chase Insurance Agency. a Sunday. the day of the act. N. “Days” means calendar days. and 6 . 2. and JP Morgan Insurance Agency.11. a. which. or legal holiday. when computing any period of time prescribed or allowed by this Agreement. Further. including the Chase Defendants. 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. except that. “Defendants” mean all named defendants in this Litigation. 2. 2013. 2. 2008 through March 4.A. N. “Class Notice” means the Court-approved form of notice to Settlement Class Members.16. event.15. “Chase” or “Chase Defendants” means JPMorgan Chase Bank..13.14. and the Assurant Defendants.. “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.A.A. 2. 2. N. Sunday.12. Inc. or default from which the designated period of time begins to run shall not be included. Chase Bank USA.

2. if an appeal or petition for review is taken and dismissed or the Settlement (or award of Attorneys’ Fees and Expenses) is affirmed. or overturned by the Court or on appeal.21.20 below). “Fairness Hearing” means the hearing held by the Court to determine whether the terms of this Agreement are fair. appeal.. 7 .20. or writ of certiorari can be taken has expired.b. Inc. “Defense Counsel” means Defendants’ counsel of record in the Litigation. the Judgment shall not become Final. and adequate for the Settlement Class as a whole. and Voyager Indemnity Insurance Company. 2. the time period during which further petition for hearing. materially modified. 2.18. 2. 2. and is not fully reinstated on further appeal. “Force-Placed” or “Lender-Placed” as used herein.17. American Security Insurance Company. “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. whether the Settlement should be granted final approval.19. reasonable. and whether the Judgment should be entered. If the Judgment is set aside.22. 2. “Final Approval” means the Court Order approving the Settlement after the Fairness Hearing is conducted. “Assurant” or “Assurant Defendants” means Assurant. 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. “Effective Date” means the date the Judgment in this case becomes Final (as defined in Paragraph 2.

“Judgment” means the judgment to be entered by the Court pursuant to the “Litigation” means the action styled Pulley et al.25. and all reasonable and authorized costs and expenses incurred by the Settlement Administrator in administering the Settlement. 2. “Notice Date” means the first day on which the Settlement Administrator or its designee disseminates the Class Notice.28. “Individual Net Premium” means the Net Premium for a given borrower. Settlement.24. 2. 2. 2. Case Contribution Awards. 2. including but not limited to costs and expenses associated with assisting Class Members. 2.P. 2. escrowing funds and issuing and mailing Settlement Payments.A. 8 . “Notice Program” means the plan approved by the Court for disseminating the Class Notice to the Settlement Class. “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. “Net Settlement Fund” means the Settlement Fund less Notice and Administrative Costs..26. J. Morgan Chase Bank.23.27. “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.30.2.31. processing claims. 2. N. vs. paying taxes and tax expenses. 0:12-60936-Civ-Cohn/Seltzer pending in the Southern District of Florida.29. Case No. and Attorneys’ Fees and Expenses. and other reasonable and authorized fees and expenses of the Settlement Administrator. “Named Plaintiffs” means Philip and Devra Pulley and Jerome and Susan Davis. et al.

dissemination of the Notice to the Settlement Class. if any. and the Settlement Class Members’ option and rights with respect thereto. “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. .32.3 to be able to object to the Settlement.33. the material terms of the proposed Settlement. 9 . among other things. “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. 2. 2.5. 2. The Opt-Out Deadline shall be 90 days after the dissemination of Class Notice pursuant to Paragraph 5. “Parties” means all Plaintiffs and Defendants.2. Hagens Berman Sobol Shapiro LLP.36. 2.4 in order for a Settlement Class Member to be excluded from the Settlement Class.34. Christopher & Weisberg.35. “Preliminary Approval Order” means an order providing for.A. Freed Kanner London & Millen LLC and Gilman Law LLP.5. preliminary approval of the Settlement. to the Settlement in accordance with Paragraph 12. P. 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. “Plaintiffs’ Counsel” means Meredith & Narine.

employees. “Refund” means the amount of money received or credited to a borrower when a force placed wind insurance policy is cancelled. investors. and (b) any other insurance carriers. 2. 2008 to March 4. 2. directors. affiliates. affiliates. “Release” or “Releases” means the releases of claims by the Releasing Persons against the Released Persons. employees. 2. “Released Claims” means the claims released pursuant to Paragraph 10 of the Settlement Agreement. on behalf of themselves and each of the Settlement Class Members. 2013. officers. such as SWBC Mortgage Corporation and WNC Insurance Services. 2.39. successors. investors. “Settlement Class” means all members of the class of borrowers in this Litigation that will be certified by the Court for settlement purposes. parents. “Releasing Persons” means Plaintiffs. and their respective heirs. Inc.37. successors and assigns.38.43. “Released Persons” means: (a) Defendants and each of their respective former and current predecessors. “Premium” means the amount charged to a borrower for a wind insurance policy that was lender placed by Chase Defendants. successors. parents. subsidiaries. administrators. 2.41.40.2. “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 . directors.. 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. subsidiaries.44.42. as detailed in Paragraph 10. 2. officers. and agents during the period January 1. and agents.

1. and officers. 3. directors. CONDITIONS AND OBLIGATIONS RELATING TO THE EFFECTIVENESS OF THE SETTLEMENT Settlement is expressly contingent upon the satisfaction. collectively. “Settling Parties” means.45.serviced by the Chase Defendants and secured by property on which wind insurance was lenderplaced at any time between January 1. Chase Defendants. “Total Net Premium” means the total of all Net Premiums on wind policies lender placed by Chase Defendants during the Class Period. 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. 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. “Settlement Fund” means the $4. Application for Preliminary Approval of Proposed Settlement. 2013.1 Condition No.000 that Chase Defendants have agreed to pay in Settlement of this Litigation.46. of the material conditions set forth below.1. in full. “Settlement Class Member” means any member of the Settlement Class. and Class Notice.47.750.48. 2. After good faith consultation with counsel for Defendants. Class Certification. Class Counsel will present a Preliminary Approval Application to the District Court by June 14. and all Settlement Class Members. 2013. 3. 2. the Releasing Persons. 2. 1: District Court Approval. 2008 and March 4. Specifically excluded from the Settlement Class are: (a) the Defendants and their respective board members. 2.

Schedule a date and time for a Final Approval Hearing to determine whether the Preliminary Approval Order should be finally approved by the Court. Order the issuance of Notice to the Settlement Class. adequate.3 Entry of Preliminary Approval Order. the Due Process Clause of the United States Constitution.C. The District Court shall enter a Preliminary Approval Order. Civ.S. The Settling Parties shall. R. respectively) certifying the Settlement Class pursuant to Rule 23 of the Federal Rules of Civil Procedure for purposes of this Settlement only. in substantially similar form as Exhibit A. Approve the Settlement Administrator.1. Certify a nationwide Settlement Class. ii. iv.Proposed Class Notice. 23. In connection with the proceedings on Preliminary and Final Approval of the proposed Settlement. among other things: i. § 1715. pursuant to Fed. which shall. reasonable and determine that such Notice complies with all legal requirements. in good faith. iii.1.2 Settlement Class Certification. 12 . approving the Named Plaintiffs as class representatives and appointing Meredith & Narine as Class Counsel. v. P. including. 3. the Named Plaintiffs shall seek orders (preliminary and final. and Preliminarily approve the Settlement as fair. 3. but not limited to. 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.

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

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

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

S.2. inter alia. 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.3.2. Defendants will wire transfer the sum of four million seven hundred fifty thousand dollars ($4.000. ordered. or otherwise required to make any additional payments in connection with this Settlement other than those specified in 16 . 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. 4.750. which will.2. the Settlement Administrator will distribute the Settlement Fund as set forth in Paragraph 5. 4. Prior to the Effective Date. A Settlement Fund shall be established in the amount of $4.4.2.750. (b) all payments to Settlement Class Members. if any. 4.Administrative Costs. No later than fourteen (21) business days after the Effective Date.000. 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.00) U. with a third party financial institution to be jointly selected by the Settling Parties. fund monetary payments to Settlement Class Members. (c) the Case Contribution Awards. Within thirty (30) calendar days of Preliminary Approval of this Settlement. including the cost of Notice. Attorneys’ Fees and Expenses.2. If Chase Defendants are obligated. if any. and Case Contribution Awards. into a Settlement Fund pursuant to the terms and conditions set forth below.1 No portion of the Settlement Fund shall revert to Defendants at any time. The Settlement Fund shall pay: (a) all Notice and Administrative Costs. and (d) the Attorneys’ Fees and Expenses. 4.

that have been foreclosed or that have gone to short sale. 4. With respect to all Settlement Class Members’ loans owned by any Chase Defendant that have been foreclosed or that have gone to short sale. including Fannie Mae and Freddie Mac. such that. Deficiencies for Non-Owned Chase Loans. Deficiencies for Chase-Owned Loans.2. Chase Defendants shall have the right to terminate this Agreement without penalty or sanction. 4. 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.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.Paragraph 4. the Settlement Administrator shall send a written notice to all Settlement Class Members to whom this provision applies identifying the dollar amount of any deficiency balance or deficiency judgment (as such amount is currently being reported on the Chase Defendants’ servicing and recovery systems) equal to the total charge for lender-placed wind insurance and informing the borrower that this amount of the deficiency is released. As soon as is practicable following Final Approval of the Settlement. in connection with the Final Approval of the Settlement Agreement. the Settlement Administrator shall send a written notice to whom this provision applies identifying the dollar amount of any 17 . With respect to all Settlement Class Members’ loans serviced by any Chase Defendant on behalf of a non-Chase investor.3. For those Settlement Class Members for whom such a waiver is obtained. 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. as soon as is practicable following Final Approval of the Settlement.

4. investor requirements. When the borrower has an escrow account. but the deposit balance is not sufficient to pay wind insurance premiums on an 18 . or any substitute for commissions.2 Wind Coverage Requirement. 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). regulations. 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.3 Maintenance of Existing Insurance Coverage. Subject to any subsequently enacted laws. 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. Chase Defendants shall not accept commissions.5.5 Injunctive Relief. In addition. The Settling Parties agree to the injunctive and programmatic relief set forth below. Pursuant to this provision. 4.5. from lender-placed insurers in connection with the placement of wind insurance during this time period. 4.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. Chase Defendants shall not charge any additional fees to borrowers for placing wind insurance for six (6) years from the date of final approval of the Settlement. 4. Chase Defendants shall maintain for a period of at least six (6) years from the date of final approval of the Settlement.5.1 Commissions. or mortgage contract provisions that would require it to maintain different requirements for mortgages or lines of credit on residential properties.

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

Within 10 days after Preliminary Approval of the Settlement. 5. Within a reasonable amount of time after the signing of the MOU. Request for Proposal for Lender-Placed Wind Insurance Provider. PLAN OF ALLOCATION OF SETTLEMENT PAYMENTS 5. 2008 through March 4. Chase Bank shall use a request for proposal process to select a lender-placed insurance provider. In connection with this process. which shall consist of all borrowers on whose property Chase Defendants placed wind insurance during the period January 1. 2013. Borrowers’ names Wind LPI Policy number Property address Date(s) of placement Last known residence address Last known telephone number.5.2. 5. if possible Last known email address. 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. Chase Defendants shall provide to the Settlement Administrator the Class List in electronic format. 20 . Chase Bank shall take reasonable measures to ensure that the premiums for lender-placed wind insurance charged by such providers to borrowers are based on a competitive market-based pricing model for lender-placed wind insurance. The Class List shall include the following data fields: (a) (b) (c) (d) (e) (f) (g) (h) (i) 5.4.5.3.1.

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. (b) set forth the Total Net Premium and the Individual Net Premium for each Settlement Class Member. The Class Notice shall be sent to each Settlement Class Member at his or her last known address and. the Settlement Administrator shall disseminate the Class Notice. if available. including trying to contact the Settlement Class Member telephonically. 5.4. 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. the Settlement Administrator will make all reasonable efforts to locate the Settlement Class Member.6 At least 20 days prior to the hearing on Final Approval. 5. Stated differently. 5. as determined from Chase Defendants’ records.5. 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 Class Notice shall: (a) explain the formula for determining each Settlement Class Member’s monetary recovery.5. and (c) inform each Settlement Class Member that if he or she disputes the Individual Net Premium. the Settlement Administrator shall prepare and disseminate to counsel a Class Member Payment List that shall 21 .5.1. In addition to those elements set forth in Paragraph 12 of this Settlement Agreement.2. Settlement Class Members may also provide an alternative address to which the Settlement Administrator should send their monetary award. to his or her last known email address. In those instances where the Class Notice is returned as undeliverable. Within 30 days after Preliminary Approval of the Settlement.5.

remaining in the Settlement Fund as the result of voided or undeliverable checks pursuant to Paragraph 5. if any. The Cashed Settlement Check List shall be sent to counsel for the Parties. 5.8.9. (b) the Individual Net Premium Amount for each Settlement Class Member. (d) the percentage of monetary recovery available to each Settlement Class Member. 5. the Settlement Administrator shall draw and send checks in the amounts set forth in Paragraph 5. and (b) the amount that each Settlement Class Member shall receive pursuant to a second distribution. the Class Administrator shall prepare and disseminate to counsel a final Class Member Payment List.1. the Settlement Administrator shall determine the amount of money.8.identify: (a) each Settlement Class Member. and (e) any Settlement Class Members who have opted out of the Settlement Class. 5. (c) the deliverable address for each Settlement Class Member. Within 150 days of the initial dissemination of Settlement Checks to the Settlement Class Members. 22 . based upon the formula identified in Paragraph 5. Within 14 business days following the Effective Date of the Settlement. 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. 5.8 If the amount of money remaining in the Settlement Fund exceeds three percent (3%) of the Net Settlement Fund.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.9.7.7 above to each Settlement Class Member on the Class Member Payment List. including any revision of Individual Net Premium Amounts. Within 21 business days following the Effective Date of the Settlement.

after the first distribution. 5.468B-5 (1992).468B-I through 1. 6. Defendants.1. as provided in the Preliminary Approval At no point shall any remaining funds in the Settlement Fund revert back to Order. will be paid by Plaintiffs.9.1. The Settling Parties will treat the bank account containing the Settlement Fund as a “qualified settlement fund” within the meaning of Treasury Regulations 1. either after the second distribution of checks or if. shall be delivered to Habitat for Humanity. CONSEQUENCES OF TERMINATION 7. They will treat the Settlement Account as a qualified settlement fund for all reporting purposes under the federal tax laws. The amount. if any.11. 26 C. the amount of money remaining in the Settlement Fund is three percent (3%) or less of the net Settlement Fund. 1. The distribution shall be based on the Individual Net Premium of each Settlement Class Member identified on the Cashed Settlement Check List according to the following formula: each individual plaintiff’s net premium as a percentage of the total amount remaining in the Settlement Fund.468B-1 through 1.468B-5. TAX TREATMENT OF SETTLEMENT FUND. Any monies remaining in the Settlement Fund.10. and disclosures required by the Settlement.2. All Notice and Administrative Costs. 23 . will be set forth in a report to counsel for the Parties. 5. 6.1 Within 10 business days after the Cashed Settlement Check List is finalized and sent to counsel for the Parties. 7.F. In addition. will be paid by Plaintiffs. NOTICE AND ADMINISTRATIVE COSTS 6. 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. All costs associated with the implementation and provision of the notifications.5.R.

interest or penalties) on the income earned by the Settlement Fund will be paid out of the Settlement Fund or with the Additional Funds. All (a) taxes (including any estimated taxes.3. 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. 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. will be paid out of the Settlement Fund or with the Additional Funds. The Escrow Agent and the Settlement Fund will indemnify and hold Chase Defendants harmless for Taxes and Tax 24 . in no event will Chase Defendants have any liability or responsibility for the Taxes. and thereafter to cause the appropriate filing to occur. 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. 7. Such election will be made in compliance with the procedures and requirements contained in such regulations. Such returns will reflect that all taxes (including any estimated taxes. as required.468B for the Settlement Account.2. Chase Defendants will jointly and timely make the “relationback election” (as defined in Treasury Regulation 1. the Tax Expenses.the Escrow Agent and. without limitation. The Escrow Agent will timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treasury Regulation 1.468B-2(k)). 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”).468B-1) back to the earliest permitted date. 7.

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. the expeditious agreement to the terms of all class notice documents and settlement administration protocols. Cooperation.2. Defendants are not responsible for and will have no liability therefore. The Settling Parties agree to cooperate with the Escrow Agent. and (ii) that the foregoing covenants and Agreement shall be a complete defense to any such claims against any of the Released Persons. 8.Expenses (including. and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this Paragraph and settlement administration.1. 8. Furthermore. but not limited to. or for any reporting requirements that may relate thereto. without limitation. 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. Taxes payable by reason of any such indemnification). Covenants not to sue. Taxes and Tax Expenses will be timely paid by the Escrow Agent out of the Settlement Fund without prior Court order. COVENANTS The Settling Parties covenant and agree as follows: 8. Named Plaintiffs and the Settlement Class covenant and agree: (i) not to file any claim or litigation released under Paragraph 10 against any of the Released Persons.468B-2(1)-(2)). and the preparation and execution of all other reasonable documents necessary to achieve final approval of the 25 . each other.

1. and the advice and recommendations of their own independently selected counsel. and that. they have not been influenced to any extent whatsoever in executing the Settlement Agreement by representations. or its own behalf only. 9. extent and duration of their rights and claims hereunder and regarding all matters which relate in any way to the subject matter hereof. statements. That they are voluntarily entering into the Settlement Agreement as a result of arm’s-length negotiations among their counsel.2. and further covenant that they will not assign or otherwise transfer any interest in any of Plaintiffs’ Released Claims.1. 9 REPRESENTATIONS AND WARRANTIES 9. 9. Named Plaintiffs represent and warrant that they shall have no surviving claim or cause of action against any of the Released Persons with respect to any of the Released Claims. 9.1. the Settling Parties shall consult with mediator David Geronemus as necessary in effectuating this Paragraph. concerning the nature. Representations and Warranties. they are relying solely upon their own judgment. Further.Settlement by the District Court.1. Each of the Settling Parties assumes the risk of mistake as to facts or law.1. or omissions pertaining to any of the foregoing matters by any Party or by any person representing any party to the Settlement Agreement.2. and each of them on his. and knowledge. except as provided herein. belief. 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. represent and warrant: 9. 26 . The Settling Parties. her. The Settling Parties’ Representations and Warranties.2. that in executing the Settlement Agreement.

that were or could have been sought or alleged in the Litigation and that relate. and demands of any kind whatsoever that each member of the Settlement Class may now have or may have had in the past. administrative. suits. payment or receipt of commissions. fees. irrevocably. debts. relinquished. conclusively. judgments. known or unknown.1. liens. whether past or present. Released Claims Of Settlement Class. or any other source. obligations.1. penalties. or pertain in any way to Chase Defendants’ placement of wind insurance during the Class Period. the content. other than the Named Plaintiffs. mature or not yet mature. attorney’s fees and costs. by operation of the Final Judgment. promises. 27 . expenses.10. whether based on federal. the receipt or non-disclosure of any benefit under any wind insurance policy placed by the Chase Defendants during the Class Period. causes of action. whether as individual claims or as claims asserted on a class basis. contract. forever. payments. RELEASES 10. and alleged excessiveness of any wind insurance placed by the Chase Defendants during the Class Period. and discharged the Released Persons from any and all claims. ordinance. damages. duration.” or any other compensation under any wind insurance policy placed by the Chase Defendants during the Class Period. and finally released. all claims related to charges for Chase Defendants’ placement of wind insurance during the Class Period. statute. expense reimbursements.1 shall include. Upon the Effective Date. actions. whether in arbitration. be deemed to have fully. common law. sums of money. the amount. The Release in Paragraph 10. suspected or unsuspected. shall. manner. the disclosure or non-disclosure of any payment. alleged “kickbacks. regulations. arise from. or local law. or feature under any wind insurance policy placed by the Chase Defendants during the Class Period. each member of the Settlement Class. 10.1. but not be limited to. concern. or judicial proceedings. state.

whether based on federal. or judicial proceedings.1. promises.3. actions. Released Claims Of Named Plaintiffs. 10. The Release in Paragraph 10. executors. attorney’s fees and costs. suspected or unsuspected. or claims made under any wind insurance policy placed by the Chase Defendants. common law. note.1 shall not cover claims arising after the Final Approval of the Settlement. or deed of trust. administrators. liens.2. damages. under any loan. and successors. 28 . whether in arbitration. sums of money. debts. or local law. reckonings. mortgage.1. Upon the Effective Date. guardians. statute.1. their family members. 10.1 shall be deemed a release of any Settlement Class Member’s respective rights and obligations under this Agreement. mature or not yet mature. Nothing in Paragraph 10. contract. 10. administrative. predecessors. obligations. payments. Nothing in this Settlement Agreement shall be deemed a release of Defendants from any existing obligation to any Settlement Class Member. heirs. penalties. hereby release and discharge the Released Persons from any and all claims. and demands of any kind whatsoever that the Named Plaintiffs may have had in the past or may now have against the Released Persons. Named Plaintiffs. causes of action. except to the extent that any such obligation is being released pursuant to Paragraph 10. judgments. state. regulations. ordinance.2.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. whether as individual claims or as claims asserted on a class basis. suits. other than named Plaintiffs. or any other source that were or could have been sought or alleged in the Litigation and that relate. and the regulatory approval or non-approval of any wind insurance policy placed by the Chase Defendants during the Class Period. assigns. on behalf of themselves. known or unknown.

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

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

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. relinquished and released. and each Settlement Class Member will be deemed to recognize. 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. and forever settle and release any and all claims covered by these Releases.5. 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. 31 . that. 10.7. asserting. The administration and consummation of the Settlement as embodied in this Settlement Agreement shall be under the authority of the Court. except those who have properly requested exclusion (opted out) in accordance with the terms and provisions hereof. 10. upon entry of the Final Judgment. This Agreement and the Releases herein do not affect the rights of Settlement Class Members who timely and properly request exclusion from the Settlement. they nevertheless agree that. The Named Plaintiffs recognize. preserve. they fully. finally. The Court shall retain jurisdiction to protect. including. enforcement of the Releases contained in the Agreement. and (iii) Settlement Class Members shall be permanently barred from initiating. and implement the Settlement Agreement. but not limited to. The Settling Parties acknowledge that the foregoing Releases were bargained for and are a material element of the Agreement. (ii) the Released Persons shall not be subject to liability or expense of any kind to any Settlement Class Member(s) except as set forth herein. even if they may later discover facts in addition to or different from those which they now know or believe to be true.

3. and the Settling Parties shall reasonably cooperate with such requests. including participation in any of the processes detailed therein. The Releases set forth herein are not intended to include the release of any rights or duties of the Settling Parties arising out of the Settlement Agreement. and to accomplish such other purposes as may be approved by Chase and Class Counsel. to facilitate providing Notice directly or by publication. including the express warranties and covenants contained herein. The Settlement Administrator will be approved by the Court. and will request that the Court appoint the Settlement Administrator. Nothing in this Settlement Agreement and Release shall preclude any action to enforce the terms of the Settlement Agreement. until the later of. and such records will be made available upon request to Class Counsel and Defense 32 .1. 11. 120 days after either the Effective Date or the date the Settlement Fund has been fully distributed. The Settlement Administrator shall administer the monetary relief for Settlement Class Members pursuant to the terms of this Agreement in a cost effective and timely manner. The Settlement Administrator may request the assistance of the Settling Parties to identify Class Members. 11. will be an agent of the Court.8. SETTLEMENT ADMINISTRATOR 11. and will be subject to the Court’s supervision and direction as circumstances may require. and oversee the distribution of Awards to Settlement Class Members in accordance with the terms of the Settlement and orders of the Court. 11. subject to the Chase Defendants’ consent (which shall not be unreasonably withheld). The Settlement Administrator shall maintain all such records.2. The Settlement Administrator shall maintain records of all payments to Settlement Class members. Plaintiffs shall select a Settlement Administrator.10. The Settlement Administrator will administer the Notice Program.

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

12. Contain a short.2.9. 12. 12.2. or object thereto.12.4. Specify that so-called “mass” or “class” opt outs shall not be 34 . including their right to provide information concerning their Award under the Settlement.2. and Explain the procedures for opting out of the Settlement.1.5.2. State that any Award to Settlement Class Members under the Settlement is contingent on the Court's final approval of the proposed Settlement. they shall receive relief and will release their claims. to opt out of same. allowed. 12. Agreement. plain statement of the background of the Litigation Describe the proposed Settlement relief as set forth in this Inform Settlement Class Members that.3.7. 12. may advise on the tax consequences of participating or not participating in the Settlement. and the proposed Settlement.2.2.6. Describe the procedures for participating in the Settlement and advise Settlement Class Members of their rights. Explain that neither Counsel for the Settling Parties.8. 12. 12.2.2. 12. Explain the impact of the proposed Settlement on any existing litigation.2. nor the Settlement Administrator. arbitration or other proceeding.2. if they do not exclude themselves from the Settlement Class.

A Settlement Class Member who wishes to opt out of the Settlement Class must do so in writing. 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. 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. or (b) is. To object.4. 12.1 and 12.” So-called “mass” or “class” opt outs shall not be allowed. 12. 12. In order to opt out.2.4. or becomes.3.2.4 Any potential Settlement Class Member who does not opt out of the Settlement may object to the Settlement.12.10. Any potential Settlement Class Member who wishes to object to the Settlement must do so in writing on or before the Objection Date. a putative class member in any other class action filed against any of the Released Persons. the Settlement Class Member must comply with the procedures and deadlines in Paragraphs 12. a Settlement Class Member must complete and send to the Settlement Administrator a request for exclusion that is post-marked no later than the Opt Out Deadline.3. as specified in the Class Notice and Preliminary Approval Order. A Settlement Class Member who desires to opt out must take timely affirmative written action pursuant to this Paragraph.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. even if the Settlement Class Member desiring to opt out of the Class (a) files or has filed a separate action against any of the Released Persons. 12. such as “I hereby request that I be excluded from the proposed Settlement Class in the Pulley Class Action. as specified in the Class Notice 35 .4.

either with or without counsel.4. or other evidence that the objecting Class Member will present to the Court in connection with the Final Approval Hearing. subsidiaries. telephone number of the Person objecting and. adequate. 12.4 and the Class Notice may appear. of his/her counsel. and reasonable. Any Class Member who does not file a Notice of Intention To Appear 36 . and (d) a statement of whether he/she intends to appear at the Final Approval Hearing. at the Final Approval Hearing held by the Court. The Notice of Intention to Appear must include copies of any papers. or affiliates. 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”). shall not be permitted to object to any terms or approval of the Settlement at the Final Approval Hearing. in person or by counsel. any Class Member who submits a written objection in accordance with Paragraph 12. and shall be foreclosed from seeking any review of the Settlement or the terms of the Agreement by appeal or other means. Subject to approval of the Court. address. exhibits.and Preliminary Approval Order. and shall include: (a) the name. The requirements to assert a valid written objection shall be set forth in the Class Notice and on the Settlement Website. (b) proof of ownership of a property on which wind insurance was lender placed during the class period by Chase Bank or its predecessors. (c) the basis for the objection. to show cause why the proposed Settlement should not be approved as fair.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 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 (b) serves the Notice Of Intention To Appear on all counsel designated in the Class Notice.

will be bound by its terms. Except for those Settlement Class Members who timely and properly file a request for exclusion. 12. 13. 12. SETTLEMENT APPROVAL 37 .9. regardless of whether they receive any monetary relief or any other relief. or (d) be entitled to object to any aspect of the Settlement. 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. 12. and upon the Effective Date.7. all other Settlement Class Members will be deemed to be Settlement Class Members for all purposes under the Agreement. (c) gain any rights by virtue of the Agreement.8. 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.6.5. 12. or be affected by. 12. (b) be entitled to relief under. the Agreement. Prior to the Final Approval Hearing.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. the Settlement Administrator shall provide to the Court documentation that Class Notice was provided in accordance with the Notice Program. 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.

3. 13.1. attesting that the Class Notice has been disseminated in accordance with the Preliminary Approval Order. the Settling Parties will move for Final Approval of the Settlement and entry of the proposed Judgment and present their arguments in support thereof. § 1715 (“CAFA Notices”). In moving for Final Approval of the 38 . Class Counsel will file the affidavit or declaration with the Court prior to the Fairness Hearing. 13. Within ten (10) days of entry of the Preliminary Approval Order. and Defense Counsel with an affidavit or declaration by a competent affiant or declarant. Not later than ten (10) days before the Fairness Hearing.2. 13. 28 U. By June 14. Promptly after the Effective Date.S.5. At the Fairness Hearing.6.13.C. the Settling Parties will apply to the Court for entry of the proposed Preliminary Approval Order and setting of a Fairness Hearing. 2013.4. all pending claims that have brought by any Settlement Class Member in any other action and that have been released pursuant to this Settlement Agreement shall be dismissed with prejudice. 14. 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.1. In applying for entry of the Preliminary Approval Order. 13. the Settlement Administrator will provide Class Counsel. The Settling Parties will brief the issue of Final Approval of the Settlement in accordance with the Preliminary Approval Order or such other or further order of the Court. 13. CERTIFICATION OF CONDITIONAL NATIONWIDE SETTLEMENT CLASS 14. Chase will serve notices of the Settlement on State and Federal regulatory authorities as required by the Class Action Fairness Act of 2005.

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

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

(2) the District Court. and/or the terms of the release. or conclusions of the District Court.4. 16. that is material. 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. or any of the District Court’s findings of fact or conclusions of law. or alters or expands. If this Agreement is terminated as provided herein. the definition of the Class. nunc pro tunc. 17. either automatically or by a Party. 41 . or in any other proceeding for any purpose. 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 any appellate court(s). In such event. any portion of the Final Judgment. the balance remaining in the Settlement Fund will be refunded to the Chase Defendants within 10 days. MISCELLANEOUS PROVISIONS 17. If this Agreement is terminated as provided herein. 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.relief. relating to notice. the provisions. does not enter or completely affirm. or (3) if all of the conditions required to be met before the Effective Date do not occur. 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. either automatically or by a Party.3. the findings. and any Judgment or order entered by the Court in accordance with the terms of this Agreement will be treated as vacated. 16.1 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.

5. and reflect a settlement that was reached voluntarily after consultation with competent legal counsel. 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 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.4. 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 of any wrongdoing or liability of any Defendant. The Settling Parties intend the Settlement to be a final and complete resolution of all disputes between them with respect to the Litigation.17. 17.3. Nor will any payments to any Named Plaintiff or Settlement Class Member be an offset against any payments to Named Plaintiffs or Settlement Class Members under the National Mortgage Settlement or any other settlement between the Chase Defendants and any governmental or private entity. 17. or is or may be deemed to be or may be used as an 42 . The Settling Parties acknowledge that it is their intent to consummate this Agreement.2 There will be no offset to any amounts received by any Named Plaintiff or Settlement Class Member under this Settlement to account for any payments to Named Plaintiffs or Settlement Class Members under the National Mortgage Settlement or any other settlement between the Chase Defendants and any governmental or private entity. Neither this Agreement nor the Settlement. 17. 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.

administrative agency or other tribunal. omission. 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. 17. 17. issue preclusion. any fault.10. and are expressly authorized to enter into any 43 . or evidence of. All of the Exhibits to this Agreement are material and integral parts hereof and are fully incorporated herein by this reference. release. warranties.admission of.6. good faith settlement. on behalf of the Settlement Class. or administrative proceeding in any court. or any other theory of claim preclusion. or similar defense or counterclaim. including without limitation those based on principles of res judicata.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. warranties. and no representations. the Settling Parties will bear their own respective costs. 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. and covenants covered and memorialized herein. judgment bar or reduction. 17. All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information will survive this Agreement. collateral estoppel. 17.7. Class Counsel. or inducements have been made to any Party concerning this Agreement or its Exhibits other than the representations. Except as otherwise provided herein. 17. wrongdoing or liability of any Defendant in any civil.9. This Agreement and the Exhibits attached hereto constitute the entire agreement among the Settling Parties. criminal.

and inure to the benefit of. or their respective counsel. This Agreement may be executed in one or more counterparts.16. 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. The Settling Parties stipulate to stay all proceedings in the Litigation until the approval of this Agreement has been finally determined. All executed counterparts and each of them will be deemed to be one and the same instrument. A complete set of counterparts will be submitted to the Court. 17.11.modifications or amendments to this Agreement on behalf of the Settlement Class that Class Counsel deem appropriate.13. 17. and will not be interpreted for or against any Settling Party as the drafter thereof. None of the Settling Parties.14. 17. except the stay of proceedings shall not 44 . will be deemed the drafter of this Agreement or its Exhibits for purposes of construing the provisions thereof. 17. Class Counsel represent and warrant that they know of no other attorney who has appeared on any document filed on behalf of any of the Plaintiffs in any of the actions comprising the Litigation.15. 17. This Agreement will be binding upon. The Court will retain jurisdiction with respect to implementation and enforcement of the terms of this Agreement.12. 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. The language in all parts of this Agreement and its Exhibits will be interpreted according to its fair meaning. 17.

but rather shall be deemed to be followed by the words “without limitation. Within 60 days after the Effective Date.20.18. The following principles of interpretation apply to the Agreement: (a) the plural of any defined term includes the singular. 17. and the singular of any defined term includes the plural. they shall not be limiting. 17. (b) references to a person are also to the person’s successor-ininterest. as the case may be.” includes.” or ‘including” are used in the Agreement.” 17. 17. affidavits. and other matters necessary to obtain and preserve final judicial approval of this Agreement.prevent the filing of any motions.1. 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 . The Settlement Agreement shall not be subject to collateral attack by any Settlement Class Member or any receipt of the notices of the Settlement Class after the Judgment is entered. The Settlement shall be governed by the laws of the State of Florida. or other information produced by Defendants in the Litigation and shall so certify in writing. NOTICES 18. testimony. except to the extent that the law of the United States governs any matters set forth herein. Class Counsel shall destroy all electronically stored information. 18. and (c) whenever the words “include.19.17.

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

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

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